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Circulars
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Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities
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Trading suspension procedures: uniform fines, promoter holding freezes and a trade-for-trade pathway leading to delisting for persistent non-compliance.
Recognized stock exchanges must impose specified fines for enumerated Listing Regulation breaches, display actions taken publicly and, if fines remain unpaid after notice, instruct depositories to freeze the entire shareholding and other dematerialised securities of the promoter and promoter group. For specified recurring defaults exchanges shall move the scrip to "Z" category for trade-for-trade settlement, give prior public notice, and may suspend trading after notice; upon compliance and payment exchanges will revoke suspension and direct unfreezing after prescribed intervals, while persistent non-compliance may initiate compulsory delisting.
Additional Risk management measures for derivatives segment
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Margin requirements for derivatives: compulsory client margin components defined and liquid net worth computation clarified.
SEBI requires Clearing Members and Trading Members to collect and report client margins for Equity Derivatives including initial margin, exposure margin/extreme loss margin, calendar spread margin and mark-to-market settlements, with Exchanges/Clearing Corporations able to prescribe additional margins. For equity derivatives, liquid net worth of a clearing member is to be computed by deducting initial margin and exposure margin/extreme loss margin from its liquid assets. Exchanges and Clearing Corporations must update systems and rules, notify members, publish the circular, and report implementation to SEBI.
Master Circular for Credit Rating Agencies
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Credit Rating Agency compliance: SEBI consolidates standards for registration, rating process, disclosures, audits and conflict management.
SEBI's master circular compiles operative requirements for Credit Rating Agencies, mandating online registration and digital payments, prior approval for change in control and prescribed surrender procedures; standardized rating symbols and an Operations Manual detailing rating criteria, default recognition, committee governance and conflict of interest policies; mandatory rating agreements, monthly No Default Statements, standardized press releases and timelines for review and dissemination; extensive periodic and continuous disclosure obligations including default studies and income reporting; half yearly independent internal audits with rotation and expanded scope; investor grievance registration on SEBI's SCORES platform; and strict principles governing outsourcing and confidentiality.
Amendment to SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated April 5, 2018 on Monitoring of Foreign Investment limits in listed Indian companies
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Monitoring of foreign investment limits: companies given extended deadline to submit data before new monitoring system goes live.
Companies must provide prescribed data to depositories by May 15, 2018, and SEBI's new centralized monitoring system for foreign investment limits will be made operational on May 18, 2018; custodians, depositories, stock exchanges and FPIs are directed to act on these timelines.
Strengthening the Guidelines and Raising Industry standards for RTA, Issuer Companies and Banker to an Issue
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RTA compliance standards tightened requiring enhanced record keeping, electronic payment reconciliation, and compulsory annual internal audits.
SEBI mandates strengthened standards for RTAs, Issuer Companies and Bankers to an Issue requiring secure sharing and reconciliation of Dividend/Interest/Redemption master files, prioritisation of electronic payments with documented verification of bank details, cancellation and return of funds for unpaid instruments, and retention of reconciliation records for eight years. RTAs must maintain immutable folio histories, implement maker checker controls and front end only updates with system logs, provide certified quarterly member and debenture registers, pursue PAN/bank KYC collection for physical folios with notice procedures, and apply enhanced due diligence and system alerts for suspicious or long unpaid accounts. RTAs must undergo annual independent internal audits with specified auditor eligibility, reporting, and corrective action requirements.
Amendment to the Securities and Exchange Board of India (STP Centralised Hub and STP Service Providers) Guidelines, 2004
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Fit and proper person assessment required for STP service providers, introducing immediate regulatory eligibility under specified intermediaries criteria.
Amendment adds a fit and proper person eligibility requirement to clause 3(2) of the STP Centralised Hub and STP Service Providers Guidelines, 2004 by inserting a new sub-clause that requires applicants to be assessed based on the criteria in Schedule II of the Intermediaries Regulations, 2008; the amendment is effective immediately.
Guidelines for issuance of debt securities by Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)
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Debt securities issuance by REITs/InvITs permitted with tailored ILDS compliance, trustee appointment, security and enhanced disclosures.
SEBI allows REITs and InvITs to issue debt securities under a modified application of the ILDS Regulations, excluding specified ILDS provisions and Company Act filing requirements unless expressly stated. Issuers must appoint SEBI registered debenture trustees (excluding the trust's own trustee), secure any secured issuance by an adequate charge on trust/holdco/SPV assets, and comply with enhanced continuous disclosure obligations including specified financial line items, addressing modified audit opinions affecting repayment capacity, and half yearly statements on use of proceeds. The circular maps company terms to trust terminology and rests on SEBI's regulatory powers under the REIT/InvIT frameworks.
Investments by FPIs in Government and Corporate debt securities
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FPI debt limits revised, merging sub limits into corporate debt limit and including coupon holdings in government debt cap.
Revises FPI investment ceilings in central government securities, SDL and corporate debt for 2018-19 by raising specified upper caps and consolidating sub limits. Eliminates the long term FPI infrastructure sub limit and discontinues corporate bond sub categories, merging allocations into a single Corporate Debt Investment Limit (CDIL). Coupon investment in government securities will be included within the Government Debt - General cap for limit resets, with existing coupon stock added to utilization. Existing allocation and monitoring conditions continue and operational guidance will follow.
Performance disclosure post consolidation/ Merger of Schemes
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Performance disclosure post-merger requires weighted average or retained-scheme performance, with non-retained past records available on request.
Where merged schemes retain common features, disclose the weighted average performance. If one scheme's features are retained, disclose the performance of the scheme whose features are retained. If a new scheme with different features emerges, past performance need not be provided. Past performance of non-retained schemes may be made available on request with an adequate disclaimer. These disclosure standards are mandated to standardize post-merger performance presentation and protect investors under SEBI's regulatory authority.
Review of Framework for Stocks in Derivatives Segment
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Physical settlement of stock derivatives mandated in phased manner; enhanced eligibility criteria now determine continuation in derivatives segment.
Physical settlement of stock derivatives is mandated in a phased manner, with the cash market risk management and settlement framework applying when derivatives devolve into physical delivery. An enhanced eligibility criteria-including top 500 ranking by market capitalisation and traded value, a minimum median quarter sigma order size, a market wide position limit, and minimum average daily delivery value measured on rolling six month bases-must be met continuously for six months for stocks to be introduced or remain in the derivatives segment; failure to meet specified criteria triggers movement to physical settlement and potential exit.
Clarification on clubbing of investment limits of foreign Government/ foreign Government related entities
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Clubbing of investment limits: foreign government-linked investors' holdings must be combined, with supervisory reporting and mandated divestment or conversion.
Foreign Governments and related FPIs are subject to a ten percent cap per company, with entities treated as an investor group and their holdings clubbed where common beneficial owners hold more than fifty percent across FPIs; beneficial ownership is determined under Rule 9 of the PMLA Rules. DDPs must ascertain group status at registration, FPIs must disclose investor group information, and custodians/depositories (via NSDL) monitor aggregate holdings. Breaches require divestment within five trading days or conversion to FDI upon immediate notice to SEBI and RBI.
Know Your Client Requirements for Foreign Portfolio Investors (FPIs)
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Beneficial owner identification standards tightened for foreign portfolio investors, with thresholds, KYC reviews and compliance timelines.
Beneficial Owners of FPIs must be identified per PMLA Rules: for companies/trusts on ownership (25%) and control bases, for partnerships/unincorporated associations on ownership (15%), with an optional 10% threshold for FPIs from high risk jurisdictions. Apply materiality at the FPI level and then look through material owners; if none, senior managing official is BO. BOs must not be nominees, on UN sanctions lists, or from FATF-deficient jurisdictions. Category II/III FPIs must certify and submit a specified BO list within six months; NRIs/OCIs and resident Indians cannot be BOs. FPIs must not issue or hold bearer shares and must complete periodic risk-based KYC reviews (annual for high risk, triennial for others).
Measures to strengthen Algorithmic Trading and Co-location /Proximity Hosting framework
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Algorithmic trading regulation: managed co-location, mandatory algorithm identifiers and free tick-by-tick feeds to enhance market fairness.
Exchanges must implement Managed Co-location Services allowing vendors to provide and maintain co-location infrastructure to members while exchanges remain accountable for vendor actions and data integrity. Exchanges shall publish expanded latency metrics including minimum, maximum, mean and percentile figures and a reference latency. Tick-by-tick data feeds must be provided free to members (subject to infrastructure), OTR penalties tightened by narrowing exempted price bands and extending coverage, each approved algorithm must receive a unique identifier and all algorithmic orders must be tagged for surveillance, and exchanges should provide enhanced testing environments for algorithms.
Master Circular for Debenture Trustees (DTs)
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Debenture trustee obligations: mandatory monitoring, disclosure and reporting duties ensure prompt public and regulator notification of issuer defaults.
Consolidates SEBI circulars into a regulatory framework requiring Debenture Trustees to register and report via the SEBI Intermediary Portal, maintain designated regulatory and grievance email IDs, monitor issuer payment status and disclose defaults and rating changes promptly, share prescribed information with Credit Rating Agencies, update a centralized bonds database, submit half-yearly compliance and default reports to SEBI, integrate with the SCORES grievance platform, restrict outsourcing of core and compliance functions while retaining liability, and adopt internal controls and conflict-of-interest policies to protect investor interests.
Monitoring of Foreign Investment limits in listed Indian companies
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Monitoring of foreign investment limits: automated red-flag alerts and mandated proportionate divestment to restore compliance.
An integrated depository-hosted monitoring system requires each listed company to appoint a Designated Depository and maintain a Company Master recording identifiers, sectoral caps, permissible aggregate FPI and NRI limits and direct and indirect foreign holdings; custodians and Authorized Dealer banks will report trades to depositories, which will compute end-of-day holdings, activate a red flag when available headroom reaches the prescribed threshold, publish available headroom, and on breach instruct proportionate disinvestment to be effected to domestic investors within a specified settlement-linked trading period.
Orders per second limit and requirement of empanelment of system auditors for algorithmic trading in commodity derivatives
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Algorithmic trading order limits set by exchanges with rolling window measurement and economic disincentives for breaches.
Exchanges shall set an orders per second limit (X) for algorithmic trading per CTCL ID/ATS User ID within the regulator's maximum, measured over a rolling five second window; exchanges must impose and disclose economic disincentives for breaches and ensure limits match their capacity. The requirement that system audits be performed by auditors empanelled by exchanges is deleted; exchanges must notify members and publish the provisions.
Clarifications with respect to circular on “Specifications related to International Securities Identification Number (ISINs) for debt securities issued under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008”
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ISIN specifications: issuers may reissue debt under the same ISIN after call/put exercise, subject to ISIN limits.
Issuers may reissue additional debt securities under the same ISIN following exercise of call/put options for the remaining maturity period, provided the aggregate count of outstanding ISINs maturing in the financial year does not exceed prescribed limits. Conversions of partly paid to fully paid instruments do not create additional ISINs. Specified exemptions are available to certain refinancing institutions and infrastructure debt funds subject to minimum maturity and are time limited; further issuances under the same ISIN must be disclosed upfront, and required statements must be submitted half yearly.
Investor grievance redress mechanism – new policy measures
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Investor grievance redress mechanism: lodge complaints via SCORES; entities must address them within 30 days or escalate.
Investor grievances must be lodged primarily through the SCORES electronic platform after approaching the concerned listed company or registered intermediary; entities must redress complaints within 30 days, failing which complaints are registered in SCORES. A Complaint Review facility allows investors to seek review of unsatisfactory closures. SCORES excludes sub judice, regulator specific, unlisted/delisted/suspended/insolvent/struck off/vanishing company matters. Registration requires specified mandatory investor details, document uploads, and yields a complaint registration number with email/SMS acknowledgement.
Guidelines for Liquidity Enhancement Schemes (LES) in Commodity Derivatives Contracts
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Liquidity Enhancement Schemes permitted in commodity derivatives subject to exclusion of sensitive commodities and anti-manipulation safeguards.
Permission is granted to implement Liquidity Enhancement Schemes in commodity derivatives subject to the prior LES framework and additional requirements: exclude commodities designated as Sensitive Commodity; apply an exclusivity rule where a product is already liquid on another exchange as per specified average daily turnover thresholds; prohibit broker incentives tied to new client codes, trade counts or open interest; and require exchanges to prevent artificial volumes, manipulation and misselling, amend bylaws, notify members and publish the measures.
Circular on Prevention of Unauthorised Trading by Stock Brokers
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Evidence retention by brokers: require verifiable client order records and mandatory telephone recording to prevent unauthorised trading.
Brokers must retain verifiable evidence of client order placement-such as written signed records, telephone recordings, authorized emails, internet transaction logs, mobile message records or other legally verifiable records-and produce them when disputes arise. Telephone instructions must be mandatorily recorded and maintained. Where evidence cannot be produced due to exceptional circumstances, brokers must justify the failure and may rely on alternative corroborative evidence. Records must be preserved for the minimum arbitration period and, if disputed, until final resolution; regulatory directions may require longer retention.

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