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Circulars
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Clarifications with respect to Circular dated April 28, 2021 on ‘Alignment of interest of Key Employees (‘Designated Employees’) of Asset Management Companies (AMCs) with the Unitholders of the Mutual Fund Schemes’
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Alignment of interests: designated employees must mandatorily invest part of compensation in scheme units, subject to lock in and controls.
Designated Employees of AMCs must have part of compensation mandatorily invested in scheme units, with junior employees subject to phased implementation until a specified age, purchases made on salary day and apportionment using previous month closing AUM, CTC and perquisite treatment defined, a three year lock in and prescribed redemption/approval procedures for liquid and open ended schemes, exceptions for fund structures, and a SEBI determined clawback for gross misconduct, together with required audit trails and monthly aggregate disclosures.
Position Limits for Currency Derivatives Contracts
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Position limits for currency derivatives revised: client-level caps across major INR pairs updated with immediate effect.
Revision of client-level position limits prescribes per-stock-exchange gross open position ceilings for USD INR, EUR INR, GBP INR and JPY INR, measured as a percentage of total open interest or specified minimum notional thresholds. The revised limits apply to Non Resident Indians and Category II FPIs that are individuals, family offices, and corporates; Category I FPIs and other Category II FPIs continue under prior limits. Stock exchanges and clearing corporations may impose additional safeguards. The modifications take effect immediately.
Introduction of T+1 rolling settlement on an optional basis
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T+1 rolling settlement optionality allows exchanges to adopt or revert settlement cycles with notice and mandatory continuity.
Stock exchanges may place selected securities under T+1 rolling settlement after giving at least one month's advance notice to stakeholders; once adopted for a security the exchange must continue T+1 for a minimum of six months and any subsequent switch between T+1 and T+2 requires one month's notice and observance of the same minimum continuity. There will be no netting between T+1 and T+2 settlements, the settlement option applies to all transaction types in the security on that exchange, and exchanges, clearing corporations and depositories must amend systems, procedures and rules to implement the optional T+1 regime.
Amendment to SEBI Circular SEBI/HO/DMS/CIR/P/2017/15 dated February 23, 2017 on Amendment pursuant to comprehensive review of Investor Grievance Redressal Mechanism
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Investor Protection Fund interim relief updated, exchanges to release phased payments and permit arbitration venue shifts.
Amendments allow arbitration venue shifts to a metro at a party's request with costs borne by the requester; require exchanges to refund deposits to parties favoured by awards when claims are filed beyond prescribed timelines and to transfer additional late-filing fees from trading members to the IPF; mandate defaulter-member claims be sanctioned by the Member Core Settlement Guarantee Fund Committee and sent to the IPF Trust for disbursement; and prescribe staged interim relief releases from the IPF with an annual cap, while preserving investors' right to seek external fora for balance claims.
Alignment of interest of Asset Management Companies (‘AMCs’) with the Unitholders of the Mutual Fund Schemes
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AMC investment alignment with unitholders: mandatory risk based holdings to be maintained and publicly disclosed.
SEBI requires AMCs to maintain a minimum investment in each mutual fund scheme proportional to scheme risk as per the risk-o-meter, using the immediately preceding month's risk value and measured against assets under management. AMCs must maintain this investment for the scheme's tenure or until wind-up, conduct quarterly compliance reviews (except for closed-ended schemes), cure shortfalls within seven days, and may fund the obligation from net worth or sponsor funding subject to net-worth replenishment rules; Trustees monitor compliance and non-compliance must be reported, with scheme-level disclosures on AMC and AMFI websites.
Revised guidelines for Liquidity Enhancement Scheme in the Equity Cash and Equity Derivatives Segments
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Liquidity enhancement scheme governance tightened: board approval annually with quarterly monitoring; schemes may cover any security and be reintroduced.
SEBI requires stock exchanges to obtain prior Governing Board approval for each Liquidity Enhancement Scheme, valid for one year and renewable annually, with quarterly monitoring of implementation and outcomes; schemes may be introduced on any security and reintroduced after discontinuation; exchanges must implement systems, amend bye laws and notify trading members and public via their websites.
Disclosure of risk-o-meter of scheme, benchmark and portfolio details to the investors
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Risk-o-meter disclosure requirement mandates scheme and benchmark risk metrics be provided with performance and portfolio communications to investors.
Mutual funds and AMCs must disclose the risk-o-meter of schemes and the primary benchmark wherever scheme performance or performance versus the benchmark is disclosed; portfolio statements sent by email must include the scheme risk o meter, benchmark name and benchmark risk o meter, with international benchmark scoring aligned to existing product labeling; AMCs must enable investors to view/download only portfolios of schemes they hold and obtain benchmark risk o meter data from index providers shortly after month end.
Extension of time for seeking membership of BSE Administration & Supervision Limited
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Extension of BASL membership deadline granted; non-compliant investment advisers face suspension or cancellation under securities law.
Existing Investment Advisers must obtain membership of BSE Administration & Supervision Limited within an extended timeline; failure to comply will attract disciplinary measures including suspension or cancellation of certificate of registration. The extension responds to representations and is issued under the regulator's statutory powers to protect investor interests and regulate the securities market.
Modalities for implementation of the framework for Accredited Investors
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Accredited Investor framework allows eligible investors to access lower investment thresholds and regulatory concessions with accredited certification.
The framework establishes Accredited Investors who may access lower investment thresholds or specified regulatory concessions subject to accreditation by authorised Accreditation Agencies. Agencies verify identity, financial eligibility and fit-and-proper status, issue unique Accreditation Certificates with defined validity, and maintain accreditation records. Applicants must submit prescribed documentary proof and undertakings; investment providers must verify accreditation, disclose concessions in client agreements, and record consequences of loss or withdrawal of accreditation. Consent withdrawal is permitted subject to client-agreement modalities, except for pooled products launched exclusively for AIs.
Penalty for Repeated Delivery Default
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Repeated delivery default penalty: additional sanction for each repeat default, penalty proceeds transferred to settlement guarantee fund.
SEBI mandates that a repeated delivery default-defined as three or more defaults on delivery obligations within a rolling six month period-attracts an additional penalty calculated as a proportion of the delivery default value; penalty proceeds must be transferred to the Clearing Corporation's Settlement Guarantee Fund and the measure becomes effective one month after the circular's issuance.
Security and Covenant Monitoring’ using Distributed Ledger Technology
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Security and covenant monitoring using distributed ledger technology to record and validate security creation, covenants and credit ratings.
SEBI requires depositories to develop and host a distributed ledger-based Security and Covenant Monitoring system to record and monitor security creation, asset cover, covenants, charge registration, interest and redemption payments, and credit rating information for non-convertible securities; issuers must upload asset, charge and covenant details at ISIN creation, DTs must validate and upload due diligence and valuation reports, CRAs validate rating information, and the platform must provide secure access, document upload, audit trails, verification workflows, alerts and interoperability, with testing and phased implementation as directed by SEBI.
Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures - Ease of doing business.
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Automation of continual disclosures shifts reporting to system-driven filings, removing manual disclosure obligation for compliant issuers.
Automation under Regulation 7(2) establishes system-driven disclosures as the mechanism for insiders' continual reporting; listed companies that have implemented the prior circular's requirements need not manually file disclosures under Regulation 7(2)(a) and (b). Stock exchanges and depositories implemented SDD and exchanges are directed to notify listed companies and publish the change.
Guidelines on issuance of non-convertible debt instruments along with warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
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EBP platform requirement for NCDs portion ensures transparent price discovery for NCDs with Warrants under QIP
Mandatory EBP platform use is required for the NCDs portion of combined offerings of NCDs with Warrants issued under Qualified Institutions Placement when the NCDs portion exceeds the applicable threshold; the warrants portion continues to fall under the Qualified Institutions Placement rules, a minimum share of the total issue must be allocated to warrants (including aggregate conversion price), and both stapled and segregated offers receive specified exemptions from certain ICDR provisions.
Tendering of shares in open offers, buybacks and delisting offers by marking lien in the demat account of the shareholders.
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Marking lien in demat accounts for tender offers to enable blocking, settlement of accepted shares and release of unaccepted holdings.
Marking a lien in shareholders' demat accounts is mandated for tendering shares in open offers, buybacks and delisting offers; Depositories will block shares and provide blocked-quantity details to Clearing Corporations, issuers or Registrars will supply entitlement and accepted-quantity data, only accepted quantities will be debited on settlement, and liens on unaccepted shares will be released, with detailed intra- and inter-depository procedures governing blocking, IDT messaging, cancellation of excess blocked securities and transfer of accepted shares to Clearing Corporations.
Disclosure of shareholding pattern of promoter(s) and promoter group entities.
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Disclosure of shareholding pattern now requires segregation of promoter and promoter group holdings in exchange filings.
Listed entities must disclose shareholdings by separately identifying promoter(s) and promoter group entities using the revised Table II format placed at Annexure A; the revision modifies the earlier format and Stock Exchanges must notify and disseminate the change.
Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper (Updated as on July 07, 2023)
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Master Circular standardizes issuance, listing and post issuance rules for corporate debt, including ASBA/UPI, EBP, ISIN limits, and green bond disclosures.
Master Circular consolidates and supersedes prior SEBI operational circulars and prescribes comprehensive procedural and disclosure regimes for issuance, allotment, listing and post issuance operations of non convertible securities, securitised debt instruments, security receipts, municipal debt securities and commercial paper, including ASBA/UPI application mechanics, EBP and RFQ platform rules, ISIN limits, green and transition bond requirements, roles of intermediaries, timelines for listing and reporting obligations.
Updated Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper - Modifications in Chapters I, II and XIV, Introduction of Chapter XIX on Investor Charter and Introduction of Chapter XX on payment of fees [updated as on 13/04/2022]
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Issuance and listing of non-convertible securities consolidated-ASBA/UPI, EBP, ISIN limits and investor protections rules and timelines.
SEBI consolidates prior operational circulars into a chapter wise framework under the SEBI NCS Regulations, 2021, prescribing procedures and obligations for issuance, listing and trading of non-convertible securities and related instruments, standardising the ASBA/UPI application process, EBP platform rules, ISIN allocation limits, centralized bond database reporting, defaulted debt transaction protocols, green debt disclosures, investor charter requirements, and a 25% incremental debt raising mandate for qualifying large corporates.
Calendar Spread margin benefit in commodity futures contracts
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Calendar spread margin benefit extended to additional expiries, enhancing far month liquidity and hedging flexibility in commodity futures.
SEBI circular SEBI/HO/CDMRD/CDMRD_DRM/P/CIR/2021/612 modifies prior guidance to permit the existing 75% benefit in initial margin for calendar spreads or spreads of two contract variants on the same underlying commodity when each individual contract in the spread is among the first six expiring contracts rather than limited to the first three expiries; the amendment is effective within one month of issuance.
Maintenance of Current Accounts in multiple banks by Mutual Funds
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Maintenance of multiple bank accounts for mutual funds enables investor convenience and financial inclusion under regulatory guidance.
Mutual funds are directed to maintain current accounts with an appropriate number of banks, including those outside major cities, for receiving subscription amounts and for payment of redemptions, dividends, brokerage, commission and related disbursements, to promote financial inclusion and investor convenience, recognising exceptions to general banking restrictions and the industry's analogy between continuous subscriptions/redemptions and offerings/buybacks.
Requirement of minimum number and holding of unit holders for unlisted Infrastructure Investment Trusts (InvITs)
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Minimum unit holder requirements for unlisted InvITs impose compliance obligations on existing registered unlisted InvITs.
Amendment to the InvIT Regulations mandates a minimum number and holding of unit holders for unlisted InvITs. Registered unlisted InvITs which have already issued units must comply with sub regulation (3) of Regulation 26B within the compliance period specified in the circular. The circular, issued under the regulator's statutory powers, applies to all InvITs and parties to InvITs and is published on the regulator's website.

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