Record preservation requirement updated to an eight-year minimum for depositories and depository participants, aligning regulations and circulars.
Preservation of records requirement for depositories and depository participants is revised to mandate a minimum retention period of eight years, replacing Section 4.6(i) of the Master Circular and updating the footnote to reference the earlier circular and Regulations 54 and 66 of the D&P Regulations, 2018; depositories must amend bye-laws, effect system changes, publish the provision on their websites and report implementation status to SEBI.

Investor grievance redressal: exchanges must enforce complaint timelines and may levy fines and freeze promoter holdings for non redressal.
The circular mandates a SCORES based grievance process whereby specified investor complaints unaddressed by a company within 30 days are escalated to the Designated Stock Exchange, which must secure an Action Taken Report within 30 days and, if unresolved beyond 60 days, may levy daily fines, issue notices to promoters and direct depositories to freeze promoters' entire demat holdings; exchanges must record, publish and notify SEBI of actions and may forward cases to SEBI after prescribed thresholds are met.

Trustees' staffing requirement: appoint a dedicated qualified officer and secure standing audit and legal support for trustees.
Trustees must appoint a dedicated officer (qualified, minimum five years' finance/financial services experience) as an employee reporting directly to trustees and designated an access person; trustees must have standing arrangements with independent firms for special purpose audits and legal advice. Expenditure for these resources is to be charged under the clause for fees and expenses of trustees. Trustees continue to bear fiduciary responsibilities. The circular operates under regulatory powers to protect investors and regulate the market.

Eligibility and shareholding limits for IFSC clearing corporations require subsidiary structure with predominant parent ownership and capped other holdings.
Amendment prescribes eligibility and shareholding limits for clearing corporations in IFSCs: recognized exchanges or clearing corporations must form a subsidiary for IFSC clearing services with majority ownership by the parent; remaining share capital may be held by others subject to limits and specified institutional categories are permitted higher collective holdings; compliance with relevant Securities Contracts (Regulation) Regulations provisions is required.

Delegation of investment adviser supervision to stock exchange subsidiaries enables centralized administration and reporting to securities regulator.
SEBI permits recognition of a wholly owned stock exchange subsidiary to administer and supervise registered Investment Advisers under Regulation 14. Parent exchanges must satisfy eligibility thresholds and either form or designate a subsidiary, embed supervisory functions in its constitutional documents, and establish systems for grievance redressal, administrative action, data maintenance, information sharing, infrastructure, and manpower. The subsidiary will conduct on site and off site supervision, handle grievances, take administrative measures, monitor IAs through periodic reports, maintain an IA database, and submit reports to SEBI. Eligible exchanges must submit detailed proposals to SEBI within the circular's stipulated timeframe.

Proxy advisor grievances: regulator to examine alleged non compliance with Code of Conduct and procedural guidelines.
Listed entities may approach the regulator for grievances against proxy advisers where there is alleged non compliance with the Code of Conduct under the Research Analyst Regulations or with procedural guidelines for proxy advisers; the regulator will examine such matters for non compliance under its regulatory powers, and recognized stock exchanges are directed to disseminate the circular.

Proxy advisor obligations: disclose voting policy, methodology, report sharing, and timely conflict and error notifications.
Proxy advisors must adopt and disclose voting recommendation policies (reviewed at least annually), explain methodologies for research and recommendations, share reports simultaneously with clients and companies with a defined comment timeline and addendum procedure, notify clients within 24 hours of factual errors or material revisions, disclose when recommendations propose standards above legal requirements with rationale, and maintain stated communication processes with clients and companies.

Upfront margin requirement: collecting minimum upfront margin avoids penalty, while clearing corporation still enforces risk based margin.
SEBI permits Trading Members and Clearing Members to avoid penalty for short collection of margin if they collect a minimum upfront margin in lieu of VaR and ELM, while the Clearing Corporation will continue to collect risk based margins from members; the penalty provision for short collection in the cash segment is deferred to a specified future implementation date and the earlier circular is modified only to the extent indicated.

Digital signature certification allowed for authentication of stock exchange filings to facilitate remote compliance during pandemic.
Use of digital signature certifications is authorized for authentication and certification of filings and submissions made to stock exchanges under the Listing Obligations and Disclosure Requirements. The circular directs stock exchanges to notify listed entities and disseminate the guidance on their websites, creating a temporary administrative accommodation permitting digital signatures as an alternative to physical certification during the extension period.

Participation by physical shareholders in open offers, buybacks and delisting permitted subject to applicable tendering procedures.
Shareholders holding securities in physical form are permitted to tender those shares in open offers, buybacks through the tender offer route, and exit offers in voluntary or compulsory delisting, provided that such tendering is carried out in accordance with the relevant provisions governing each of those processes; the Circular is effective immediately and stock exchanges must disseminate the clarification to listed entities, registrars, transfer agents and depositories.

Pledge-based margin mechanism required; temporary parallel title-transfer allowed before mandatory migration to depository pledges.
Members must migrate margin obligations to a pledge / re-pledge mechanism in the depository system, with a temporary allowance for parallel acceptance of collateral by title transfer during a limited transition; funded stocks under margin trading should preferably be held by pledge and existing 'Client Margin / Collateral' demat accounts must be closed within the prescribed transition period.

Regulatory timeline extensions for depository participants and RTAs allow additional time to meet specified compliance requirements.
SEBI extends compliance timelines for DPs, RTAs and KRAs due to the COVID 19 disruption, designating a period of exclusion for processing demat requests, transmission of securities, closure of demat accounts and investor grievance redressal, and allowing a short post exclusion window to clear backlogs. It also extends submission deadlines for half yearly Internal Audit Reports and annual systems audits for DPs, while all other conditions of prior circulars remain applicable and depositories must notify participants and publish the circular.

Regulatory timeline extension for compliance obligations permits delayed reporting and audits due to the pandemic with continued conditions.
SEBI extended deadlines for specified compliance obligations of trading members, clearing members and depository participants due to COVID 19, postponing reporting and audit deadlines (including client funding reporting, AI/ML reporting, internal and system audits, net worth certificates, call recording maintenance and Cyber Security & Cyber Resilience Audit) with several extensions running until September 30, 2020; all other conditions of earlier circulars continue and market infrastructure entities must notify members.

Extension of filing deadline for quarterly financial results granted, easing timeline between successive reporting periods.
SEBI extended the timeline under Regulation 33 of the LODR Regulations for submission of financial results for the quarter/half year/financial year ended 30th June 2020 to address the shortened interval between successive reporting deadlines; the extension is effective immediately and stock exchanges are directed to notify and disseminate the circular to all listed entities.

Relaxation of takeover and buy-back procedures extended to cover open offers and tender buy-backs opening through year-end.
SEBI extended one-time procedural relaxations for open offers under the Takeovers framework and for buy-back by tender offer, maintaining the same scope of eased enforcement for open offers and tender-offer buy-backs that open through December 31, 2020, in response to market representations and issued under SEBI's regulatory powers.

Recording of encumbrances required in depository system; participants subject to concurrent audit and off system encumbrances prohibited.
Depositories must implement a system to capture and record all types of encumbrances specified under Regulation 28(3) of the SEBI Takeover Regulations, adopting processes similar to those for NDUs; freeze and unfreeze instructions by Participants will be subject to 100% concurrent audit, and Depository Participants must not facilitate or be party to any encumbrance outside the depository system.

Relaxations for rights issue timelines extended, providing one time procedural relief under securities regulations for eligible issues.
SEBI extended previously granted one time procedural relaxations under the ICDR Regulations for rights issues, making those relaxations applicable to rights issues opening within the newly specified extended period; the relief is procedural, directed to listed entities, issuers proposing to list specified securities and market intermediaries, and issued under SEBI's statutory market regulation powers.

Reporting of Code of Conduct violations to stock exchanges required; revised format and remittance to investor protection fund mandated.
Listed companies, intermediaries and fiduciaries must promptly inform the stock exchange(s) of any violations of the Code of Conduct under the PIT Regulations using the revised Annexure A reporting format, which collects details of the reporting entity, designated person or immediate relative, transaction particulars, dates of Regulation 7 intimations (where applicable), observed violations, actions taken, reasons recorded and prior instances. Any amounts collected for such violations must be remitted to SEBI for credit to the Investor Protection and Education Fund by online transfer or demand draft, with transfer particulars reported in the Annexure A.

Trading window exemptions extended to Offer for Sale and Rights Entitlements when conducted under board-specified framework.
SEBI clarified that trading window restrictions under the Prohibition of Insider Trading regime shall not apply to Offer for Sale (OFS) and Rights Entitlements (RE) transactions when conducted in accordance with the framework specified by the Board. The amendment supplements existing exemptions under Schedule B and Regulation 9. Stock exchanges must notify listed companies and publish the circular; the directive is issued under SEBI's regulatory powers and is effective immediately.

RFQ platform usage requirement increases exchange liquidity by mandating mutual funds to route a portion of corporate bond trades via RFQ.
Mutual funds must route a prescribed portion of secondary market corporate bond trades through the stock exchange RFQ platform in one to many mode (with a rolling three month average calculation); trades where a mutual fund is on both sides must use RFQ one to one mode, and inter mutual fund executions on RFQ one to many count toward the requirement. Debt scheme disclosures must be made fortnightly within five days of each fortnight and additionally include the yield of each instrument in the prescribed format.