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Circulars
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Processing of investor complaints against companies applying for listing of debt securities in SEBI SCORES system
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Investor grievance authentication required: SCORES registration mandatory before listing debt securities, verified by exchanges.
Companies seeking listing of debt securities must obtain SCORES authentication and submit the prescribed form electronically and by hard copy; the same authentication applies to all subsequent debt issues. Stock exchanges must verify SCORES authentication before granting listing approval, inform companies of this requirement at filing, and publish the requirement on their websites. Companies already authenticated need not reapply.
Amendments to the Equity Listing Agreement – Formats for Disclosure of Financial Results
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Formats for financial results disclosure updated to align with revised balance sheet presentation, requiring standardized quarterly and year to date reporting.
SEBI has substituted formats under Clause 41 of the Listing Agreement to align interim financial result disclosures with the Revised Schedule VI, prescribing line items and presentation for standalone and consolidated unaudited/audited results, a Part II for shareholding and investor complaints, and a specified statement of assets and liabilities. The amendments require detailed expense classification, disclosure of exceptional and discontinuing operations, EPS presentation, and specified asset and liability groupings; exchanges must incorporate these formats into Listing Agreements and apply them to filings made after the circular.
Uploading of the existing clients’ KYC details in the KYC Registration Agency (KRA) system by the intermediaries
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Centralized KYC registration mandates intermediaries to upload existing clients' KYC to KRA with phased submission and verification.
Intermediaries must upload electronic KYC data of pre-existing clients to the KYC Registration Agency (KRA) system under a phased schedule, submit supporting documents (initially scanned copies with originals retained, originals to follow by the final deadline), and indicate account opening/activation/updation dates. KRAs shall update records, acknowledge clients, categorize records as existing clients and flag missing information. Intermediaries downloading client KYC must update missing data, perform IPV if required, and send supporting documents to the KRA; exchanges, depositories and boards must monitor and report compliance.
Master Circular for Depositories
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PAN as sole identification mandates KYC compliance, restricts credits to nonverified demat accounts and strengthens demat safeguards.
The Master Circular consolidates SEBI directions prescribing PAN as the primary identification for BO accounts with alternative PoI/PoA and narrow exemptions, mandates DP verification and customer due diligence, forbids specified account opening and custody charges, requires pro rata refund of prepaid AMC on transfer/closure, restricts credits to PAN noncompliant accounts, and prescribes timelines, penalties and operational safeguards for transfer, settlement (T+2 schedule), DIS handling, grievance disclosures and preservation of records.
Master Circular for Stock Exchange / Cash Market
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Consolidation of regulatory circulars: master circular for stock exchanges consolidating trading, settlement, and risk management guidance.
Consolidation of regulatory circulars establishes a SEBI master circular compiling circulars applicable to the stock exchange cash market up to the compilation cut-off, effective from its date of issue and addressed to all stock exchanges. The circular is organized into annexures covering trading (Part I and Part II), settlement procedures, a comprehensive risk management framework, and transitional guidance for companies shifted from trade-for-trade to rolling settlement.
Guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR)
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Business continuity and disaster recovery required for exchanges and depositories, including strict recovery objectives and mandatory regular drills.
Stock exchanges and depositories must implement BCP and DR arrangements including a geographically separate Disaster Recovery Site and, for exchanges, a Near Site to achieve zero data loss; DRS/NS must mirror the Primary Data Centre in hardware, software, network and security, ensure high availability and no single point of failure, meet specified recovery objectives, use synchronous replication between PDC and NS, and maintain adequately trained personnel. Quarterly DR drills simulating live operations, documented results reviewed by the Governing Board and included in the annual system audit are mandatory, and a Board approved BCP DR policy must be submitted to the regulator within three months.
Processing of investor complaints against listed companies in SEBI Complaints Redress System (SCORES)
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SCORES authentication requirement: companies must register on SEBI's complaints portal before receiving listing approval from exchanges.
Mandates companies and equity listing applicants to obtain authentication on the SCORES centralized complaints portal prior to receiving Listing Approval from the stock exchange; exchanges must ensure this pre listing compliance to facilitate online processing of investor complaints.
Allocation of debt limits to FIIs
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Allocation of debt limits to foreign institutional investors via electronic auction with per-entity caps and minimum bids.
Unutilized debt investment limits are allocated to foreign institutional investors via electronic auctions for Government Debt (Old), Government Debt (Long Term) and Corporate Debt (Old); each category has a prescribed per-entity maximum allocation and a minimum bid of one crore, with the same cap applying when a single entity bids on behalf of multiple FIIs. Custodians must remit bidding fees to the regulator within three working days and notify their FII clients of the auction and conditions.
Exemptions from 100% promoter(s) holding in demat form
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Promoter dematerialisation requirement exemptions permit specific cases and require stock exchange approval upon documentary evidence and implementation.
Specified narrow exemptions to the promoter dematerialisation obligation include: physical-mode sales not lodged for transfer; shareholdings that are sub judice; inability to convert due to a promoter's death; and short pendency in listing approval or conversion for newly allotted shares. Companies must apply to stock exchanges with documentary evidence; exchanges must implement systems, publish guidance, amend bye laws, disseminate the circular and report implementation.
Broad Guidelines on Algorithmic Trading
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Algorithmic trading risk controls required, with exchanges and brokers mandated to implement order-level checks and monitoring to ensure market integrity.
Regulatory guidelines require exchanges and brokers to implement comprehensive risk controls, monitoring and reporting for algorithmic trading: exchanges must ensure system capacity, surveillance upgrades, economic disincentives for high order-to-trade ratios, routing through Indian broker servers, clock synchronization, and the ability to identify and disable dysfunctional algos; brokers must obtain exchange permission, pass conformance tests, implement price, quantity, order-value and cumulative open order value checks, automated execution safeguards, unique order tagging, maintain logs, safeguard algos, and undergo certified system audits.
Review of Regulatory Compliance and Periodic Reporting
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Regulatory reporting obligations: Bankers to an Issue must submit revised half yearly compliance reports and Board reviewed corrective plans.
SEBI mandates half yearly electronic (excel) reports by Bankers to an Issue in a revised annexure covering regulatory compliance and investor grievance redressal, effective for the half year ending March 2012 and superseding prior circulars. The Board of directors must review and record deficiencies and corrective measures. The Compliance Officer must submit the excel report to SEBI at the designated email within three months of the half year's end; changes in BTI status or constitution are included in the format.
Allocation of debt limits in corporate debt old and Government Debt long term category to FIIs
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Allocation cap limits FII bidding for corporate and government long-term debt; custodians must remit bidding fees promptly.
Allocation of unutilized foreign investment limits in corporate debt and Government Debt long-term categories will be conducted via a timed bidding process on the exchange, subject to modifications: a per-entity allocation cap in each category, a specified minimum bid amount in each category, and an obligation on custodians to remit bidding fees to SEBI within three working days and notify their FII clients.
Clearing and Settlement of OTC trades in Commercial Paper (CPs) & Certificates of Deposit (CDs)
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OTC trade settlement in commercial paper and certificates of deposit required through central clearing, subject to clearing norms and reporting.
All SEBI-regulated entities must settle OTC trades in commercial paper and certificates of deposit through central clearing and settlement arrangements; such transactions will be governed by the operational and risk management clearing and settlement norms specified by the designated clearing corporations and must comply with existing reporting obligations.
Guidelines for Credit Rating Agencies
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Applicability of SEBI rating norms: credit rating agencies must apply matching process, disclosure and conflict of interest standards to non regulated ratings.
CRAs rating instruments or loans not regulated by the securities regulator must comply with the same requirements as for public-issue ratings, including rating process and methodology, records maintenance, transparency and disclosures, avoidance of conflict of interest, and code of conduct. The prescribed half-yearly internal audit must also cover such ratings, ensuring consistent regulatory standards across ratings used by other regulators or regulated entities.
Circular for Mutual Funds
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Due diligence and conflict of interest rules require separate fund managers and mandated portfolio replication with public return disclosures.
AMCs must retain sole responsibility for distributor due diligence and may only take agency assistance; they must appoint separate fund managers for distinct funds unless investment objectives, asset allocation and portfolio replication are the same. A minimum 70% portfolio replication is acceptable where a written trade allocation policy exists and managers avoid directionally opposite positions. AMCs must disclose the manager's returns for all schemes on their websites monthly, include those returns in any performance advertisement, and report plus explain significant inter-scheme return differences to trustees and on their website.
Circular on Mutual Funds
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Valuation of debt securities: shorter valuation threshold and mandatory settlement date disclosure of debt trades by AMCs.
Valuation of money market and debt instruments must follow the prescribed schedule and a shorter holding period reference replaces the earlier longer reference from a future date. AMCs are required to disclose all debt and money market transactions, including inter scheme transfers, on their websites and submit them for consolidation; disclosures must be settlement date wise daily with a stipulated time lag. Advertising is governed by the specified schedule, prior advertisement guidance is withdrawn, and advertisements must include explicit disclosures on dividend per unit with face value and NAV, tax treatment of reinvestment returns, and NAV impact of payouts; simple annualisation of short term yields is permitted for very short horizon schemes when available and not misleading.
Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism -Clarification
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Advertisement content restriction limits promoter offer notices to exchange-disclosed text; exchanges must update systems and notify brokers.
Promotional advertisements for promoters' Offers For Sale via the stock exchange mechanism must be limited to the contents of the notice provided to the stock exchange. Stock exchanges must implement systems, amend bye-laws and rules, notify member brokers, disseminate the requirement on their websites, and report implementation in the Monthly Development Report. The circular is issued under Section 11(1) for investor protection and market regulation.
Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism
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Indicative price disclosure limited to final half-hour, with cumulative bid data online and VWAP as the basis.
Exchanges must make cumulative orders and bid-quantity information available online at specified intervals and disclose the indicative price only during the final half hour of an offer for sale; the indicative price must reflect the volume weighted average price of bids that have exhausted the quantity offered. Exchanges must implement systems, amend bye-laws, notify member brokers, disseminate the changes, and report implementation status in monthly development reports.
Standardized lot size for SME Exchange / Platform
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Standardized lot size for SME exchange establishes uniform IPO and secondary market lot sizes tied to price bands.
Standardizes minimum IPO and secondary market lot sizes for SME exchange listings tied to price bands, mandates identical IPO and trading lot sizes and that the higher price band controls if a proposed price band spans two bands; prohibits exchanges from reducing lot sizes below the IPO lot size when trading falls below issue price, allows semiannual review with one month's notice, requires uniform lot sizes across exchanges and compliance steps by exchanges including bye-law amendments and reporting.
Allocation of Corporate debt long term category to FIIs.
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Allocation of corporate debt investment limits to foreign institutional investors via exchange bidding with entity caps and minimum bids enforced.
Allocation of unutilized corporate debt long term investment limits to foreign institutional investors will be effected by competitive bidding on the national exchange subject to a minimum bid of one crore and an entity cap limiting any single entity's allocation to one thousand crore; bids made on behalf of multiple entities are limited per single entity. The allocation concerns the corporate debt long term infrastructure category with a one year lock in and one year residual maturity, and custodians must remit bidding fees to the regulator within three working days.

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