Infrastructure Investment Trusts: SEBI clarifies unified filing, issuance, disclosure, NDCF calculation and exit-option procedures.
SEBI's Master Circular compiles operative InvIT circulars prescribing online filing, merchant banker due diligence and offer-document procedures; detailed financial disclosure, audit and NDCF frameworks; continuous reporting and listing obligations; issuance rules for equity and debt including pricing, lock-in and allotment timelines; encumbrance notification and disclosure duties; and a structured exit-option mechanism for dissenting unitholders with escrow, valuation- and VWAP-based exit pricing and specified timelines.

Investor Charter publication and monthly complaint disclosure by RTAs increases transparency and investor grievance accountability.
SEBI requires all registered RTAs to publish an Investor Charter on their websites and disseminate it to shareholders, and to disclose monthly complaint data on their websites in the prescribed Annexure B format by the seventh day of the succeeding month; these obligations supplement existing disclosure requirements and aim to enhance transparency in investor grievance redressal, with specified service timelines and escalation procedures outlined in the Charter.

Merchant bankers must publish Investor Charter and monthly complaints data on their websites from Jan 1, 2022.
SEBI directs registered merchant bankers in the debt market to publish on their websites an Investor Charter for public debt issues, NCRPS and private placements detailing services, rights, timelines and grievance mechanisms, and to disclose monthly complaints data in a prescribed Annex B format by the seventh day of the succeeding month; Charters require hosting draft/final offer documents, inviting seven working days public comments, disclosing track record and basis of allotment, providing grievance resolution timelines (indicatively T+30 days), and other operational disclosures; effective January 1, 2022.

Merchant Bankers must publish Investor Charter and monthly investor complaint data for REITs and InvITs public offers.
SEBI requires registered merchant bankers handling public offers by REITs and InvITs to publish an Investor Charter on their websites (Annexure A) and to disclose monthly investor complaints data-received, resolved and pending-by source and category in the Annexure B format, separately for each category and collectively, with specified timelines and grievance resolution benchmarks to enhance transparency in the primary market.

Merchant Bankers must publish an investor charter and monthly complaint data online for municipal debt private placements.
Merchant Bankers must publish an Investor Charter for private placements of municipal debt securities on their websites and disclose monthly complaint data and redressal, separately and collectively, in the prescribed format by the 7th of the succeeding month; the requirements take effect from January 1, 2022 and are issued under Section 11(1) of the SEBI Act and applicable municipal debt securities regulations.

Silver ETF norms establish investment, valuation, disclosure and liquidity rules to align ETFs with physical silver performance.
Regulatory norms require Silver ETFs to replicate returns of physical silver by investing the majority of net assets in silver and silver related instruments, with physical metal meeting prescribed good delivery standards and valuation rules; derivative exposure is permitted under an AMC board approved policy and within cumulative exposure limits. NAV calculation, daily disclosure, benchmarking to a silver spot reference, disclosure and monitoring of tracking error and tracking difference, market making arrangements for liquidity, dedicated fund manager requirements, and half yearly auditor verification of physical silver are mandated, with parallel norms specified for Gold ETFs.

Segregation and monitoring of collateral: implementation timeline extended, deferring remaining provisions until end of February 2022.
SEBI deferred the effective date for the remaining provisions of its July 20, 2021 circular on segregation and monitoring of collateral at client level: Paragraphs 4 and 5 remain effective from October 1, 2021, while the other provisions are postponed to late February 2022, and the revised timeline applies to recognized clearing corporations and recognized stock exchanges under SEBI's regulatory powers.

Disclosure of complaints requires exchanges, depositories and clearing corporations to publish monthly complaint data publicly by the seventh.
Recognized stock exchanges (excluding commodity derivatives exchanges), depositories and clearing corporations must disclose monthly complaint data on their websites by the seventh of the succeeding month in the Annexure A format, including sources, carried forward, received, resolved, pending with ageing, and average resolution time; these disclosures, effective January 1, 2022, are additional to existing SEBI requirements and require amendments to bye-laws and reporting of implementation via the Monthly Development Report.

Non-compliance with ICDR Regulations: stock exchanges may vary fines if investor interests remain protected and reasons are recorded.
SEBI prescribes fines and compliance mechanisms for breaches of the ICDR Regulations and inserts a provision permitting stock exchanges to deviate from the prescribed framework where investor interests are not adversely affected, subject to recording reasons in writing; exchanges must notify listed entities and publish the circular on their websites.

Listing eligibility via scheme of arrangement: procedural, disclosure and investor protection conditions for listing without an IPO.
The circular consolidates SEBI's requirements for schemes of arrangement and applications under sub-rule (7) of rule 19 of the SCRR: listed entities must file draft schemes with a designated stock exchange and provide supporting documents (valuation by a Registered Valuer, fairness opinion, audited financials, auditor's certificate, compliance and complaints reports, unpaid dues report), disclose material information on websites, and secure e voting by public shareholders in specified cases; stock exchanges must forward documents to SEBI, which will comment after receiving no-objection letters, and additional conditions govern listing of NCRPS/NCDs and lock-in and disclosure obligations where a listed company merges into an unlisted transferee.

Merchant bankers must publish Investor Charters and monthly complaint disclosures on their websites, category wise and consolidated.
SEBI requires all registered merchant bankers to publish on their websites an Investor Charter for each specified issuance and exit category and to disclose monthly, category wise and consolidated complaints data (per Annexure B) showing receipts, resolutions, pendency and average resolution time; Charters must state services, investor rights, procedural steps, timelines for each activity, grievance redressal contacts and escalation steps, and are supplemental to existing disclosure obligations.

Concentration norm for Category III AIFs now NAV-based, with passive breaches to be rectified within thirty days.
Category III AIFs may calculate the concentration norm for listed equity investments using the fund's NAV, defined as the sum of all securities values adjusted for mark to market gains/losses including cash and cash equivalents but excluding borrowed funds, with NAV measured on the business day before the investment. Passive breaches of the concentration limit must be remedied within 30 days. The amendment defines co investment by managers, sponsors or investors of Category I and II AIFs and requires investor co investments to be routed through a Co investment Portfolio Manager; custodian appointment is required where combined AIF corpus and co investment value exceed the regulatory threshold.

Related party transaction disclosures: detailed audit committee review and shareholder disclosure, plus periodic reporting to exchanges under SEBI requirements.
Listed entities must provide audit committees with details for approval of related party transactions, including type, material terms, related party identity and relationship, tenure, value, turnover percentage (consolidated and subsidiary standalone where applicable), and, for loans/advances/investments, source of funds, nature, cost and tenure of indebtedness, terms and security, purpose of funds, justification of interest to the entity, and any valuation or external reports; audit committees must annually review long term or recurring RPTs, and entities must disclose RPTs to shareholders and to stock exchanges semiannually in the prescribed format.

No Objection Certificate requirement now required for schemes of arrangement by listed entities, affecting filings and disclosures.
The addendum inserts a new requirement in Part I Para A 2(k): a No Objection Certificate (NOC) from lending scheduled commercial banks, financial institutions or debenture trustees must be included, and the amendment applies to all schemes filed with stock exchanges from the date of the circular; stock exchanges must notify listed companies and disseminate the circular.

Regulatory sandbox application requirements: CEO or authorised officer signature and specified submission channels required for eligibility.
Applicants must satisfy eligibility criteria in Annexure 1 and submit a complete application signed by the CEO or an officer duly authorised by the CEO or the compliance officer to the Market Intermediaries Regulation and Supervision Department at the prescribed postal address or by email to [email protected].

Schemes of Arrangement compliance tightened: stock exchanges must vet filings and listed entities must provide valuation, NOC and default declarations.
Amendments require listed entities to provide a Valuation Report with an undertaking against intervening material events, a declaration of past defaults of listed debt obligations, and a No Objection Certificate from lending scheduled commercial banks/financial institutions. Fractional entitlements are to be aggregated by a trustee and sold within ninety days; Audit Committee and Independent Director certifications of shareholder compensation must be submitted within seven days. Stock exchanges must vet schemes before referral, ensure compliance, and report non-compliance quarterly to SEBI; false information may attract punitive action.

Write-off of debt securities permitted for FPIs surrendering registration, allowing removal of unsaleable holdings from beneficiary accounts.
Permission is granted for Foreign Portfolio Investors who intend to surrender their registration to write-off debt securities in their beneficiary accounts that they are unable to sell; this extends the prior permission for write-off of shares and modifies Paragraph 17 of Part C of the earlier circular. Custodians are required to inform their FPI clients, and the circular is issued under the regulator's statutory powers.

Mandatory PAN and KYC compliance for physical securities triggers folio freezing until required details are furnished and verified.
SEBI mandates common simplified norms for RTAs to process PAN, KYC, nomination and other physical securities service requests: accept ISR forms, allow self attested or e signed submissions, perform IPV, avoid notarisation/indemnity unless statutory, validate PAN via authorized bulk verification, update KYC across folios on holder authorization, and complete requests within seven working days. Failure to furnish PAN, KYC or nomination by the prescribed cut off will result in folio freezing with restricted services and electronic only payments until compliance or dematerialisation.

Multiple bank accounts for client funds: brokers may hold segregated client and settlement accounts across banks subject to exchange limits.
Stock brokers must segregate client, settlement and other exchange-mandated monies into distinct bank accounts and may maintain current accounts in multiple banks to facilitate fund settlement, provided they observe any maximum limits prescribed by exchanges or the regulator and use each account exclusively for its defined purpose.

Insider trading controls: updated clearance, cooling off and disclosure rules govern AMC employees' and trustees' securities transactions.
Regulatory controls require prior written clearance by the Compliance Officer for secondary-market transactions by defined Access Persons, mandate a non-speculation expectation including a 30-calendar-day rule on round-trip trades, prescribe a recorded pre-clearance process, and allow limited sale-only relaxations of the cooling off restriction subject to holding-period, frequency and non-possession of material non-public information conditions; disclosures of transactions, annual holdings and declarations against front running and self dealing are mandatory and Boards must review compliance.