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Circulars
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Facilitating transaction in Mutual Fund schemes through the Stock Exchange Infrastructure
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Direct investor access to stock exchange infrastructure allowed for purchasing and redeeming mutual fund units; exchanges to amend byelaws accordingly.
Permits investor access to recognised stock exchange infrastructure to purchase and redeem mutual fund units directly from Mutual Funds/Asset Management Companies; requires recognised stock exchanges, clearing corporations and depositories to amend their byelaws, rules and regulations as necessary to operationalise such access.
Margin obligations to be given by way of Pledge/ Re-pledge in the Depository System
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Margin pledge requirement: client securities must be pledged and re pledged through the depository system, prohibiting title transfers.
SEBI requires client collateral in dematerialised securities to be accepted only as a margin pledge in the depository system, prohibits off market title transfers for margin, mandates segregated tagged demat accounts for client securities margin pledges and margin funding, and prescribes a chain of pledge and re pledge (client TM CM CC) with client confirmation, visibility, and specified procedures for release and invocation to ensure re pledged securities are applied only to the pledgor's exposure.
Review of Margin Framework for Cash and Derivatives segments (except for Commodity Derivatives segment)
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Margin framework revision: standardized VaR, extreme loss margins, scan ranges and consolidated crystallized obligation margin.
The circular revises margining for cash and derivatives: cash VaR margins by liquidity group with 6 methodology and specified minima; an Extreme Loss Margin for stocks and broad based ETFs; for derivatives, fixes the EWMA at 0.995, prescribes product specific Price Scan and Volatility Scan Ranges with scaling rules, standardizes Calendar Spread Charges, removes separate short option minimum charge, prescribes product Extreme Loss Margins with special rules for deep OTM and long dated contracts, replaces various crystallized/assignment margins with a consolidated crystallized obligation margin, and imposes additional margins for repeatedly volatile securities.
Guidelines for Portfolio Managers
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Portfolio manager fee restrictions ban upfront fees, cap operating expenses, and limit exit loads over investment years.
SEBI mandates that Portfolio Managers cannot charge upfront fees, must charge brokerage at actuals, and cap operating expenses (excluding brokerage) at 0.50% per annum of a client's average daily AUM; exit loads are tiered with no load after three years. Managers must offer direct client on boarding without intermediary charges, standardise and disclose investment approaches across documents, submit monthly reports to SEBI and quarterly reports to clients, provide annual audited firm level performance and compliance certifications, and ensure distributors meet qualification, payment, disclosure and conduct requirements.
Disclosure Standards for Alternative Investment Funds (AIFs)
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Disclosure standards for alternative investment funds require standardized PPM templates and mandatory performance benchmarking for funds.
SEBI mandates a two-part Private Placement Memorandum (PPM) template for Category I and II AIFs and a separate template for Category III, requires alignment of subscription agreements with the PPM, and an annual audit of PPM compliance (with certain audit items optional). Mandatory industry and fund-level performance benchmarking is introduced: Associations representing a majority of AIFs shall appoint Benchmarking Agencies, AIFs must report scheme-level valuation and cash-flow data for schemes one year past first close, and benchmarking reports must accompany any disclosed past performance; exemptions apply to certain Angel Funds.
Performance review of the commodity derivatives contracts
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Performance review of commodity derivatives contracts: mandatory annual review, disclosure and consultation requirements for exchanges to evaluate contract performance.
Mandate for performance review of commodity derivatives contracts requiring recognized stock exchanges to evaluate every contract against structured parameters, consult the Product Advisory Committee, and disclose the review and methodology annually on their websites; the framework covers commodity fundamentals, detailed trading metrics, price movement analysis, hedge effectiveness, delivery infrastructure and stakeholder outreach, and exchanges must amend rules, inform brokers, and report implementation to the regulator.
Common Application Form for Foreign Portfolio Investors
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Common Application Form for Foreign Portfolio Investors streamlines FPI registration, PAN allotment and KYC processes for intermediaries.
The Government notified a Common Application Form for FPI registration, PAN allotment and KYC; applicants must submit the CAF and Annexure with supporting documents and applicable fees, intermediaries may rely on CAF for KYC, DDPs may accept earlier-form applications for a sixty-day transition, and custodians must inform FPI clients of the CAF and operational guidelines issued under the regulator's statutory powers.
Currency Future and Options Contracts (involving Indian Rupee) on Exchanges in International Financial Services Centres (IFSC)
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Position limits for Rupee derivatives in IFSC restrict open positions across participant categories to defined caps.
Introduction of Rupee derivatives with settlement in foreign currency on IFSC exchanges establishes position limits per currency pair per exchange: identical gross open position caps for trading members, institutional investors, and eligible foreign investors across all contracts measured against total open interest or a currency-equivalent cap, and a lower cap for other clients; Institutional Investors are defined to include specified IFSC and offshore entities. Exchanges must impose penalties for violations and implement the limits pursuant to regulatory powers to protect investors and regulate the market.
IPF Trust and Committees at Market Infrastructure Institutions (MIIs)
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IPF Trust composition norms apply uniformly across MIIs; functions limited to exchanges, with committee names updated accordingly.
Composition standards for the IPF Trust from the February 2017 circular apply uniformly to Exchanges and Depositories, while the functions prescribed for the IPF Trust in that provision apply only to Exchanges; Depositories must comply with composition norms within three months. The circular also directs that "Investor grievance redressal committee" be read as "Grievance redressal committee" and "Member selection committee" be read as "Member committee."
Review of Margin Framework for Commodity Derivatives Segment
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Margin Floor Requirements for commodity derivatives tied to volatility categorisation and phased implementation mandated.
SEBI revises the commodity derivatives margin framework by mandating realised volatility based categorisation of commodities into Low, Medium, and High buckets using three years of daily log returns, with the Lead Exchange's Clearing Corporation to determine categories. Based on category and agri/non agri status, the circular prescribes minimum Initial Margin floors and minimum MPOR values, specifies rollover and review procedures (semi annual reviews, downgrade requiring two consecutive reviews), requires disclosure of margin breakups and volatility, and mandates phased implementation within three months with notification within 15 days.
Streamlining the Process of Rights Issue
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Dematerialized Rights Entitlements enable tradable rights with T+2 settlement and mandatory ASBA subscription.
SEBI streamlined rights issue procedures by introducing dematerialized Rights Entitlements (REs) with a separate ISIN credited to eligible shareholders before issue opening, enabling trading of REs on stock exchanges on a T+2 rolling settlement basis, mandating ASBA for applications, requiring physical shareholders to furnish demat details for credit of REs, and prescribing reconciled allotment, credit to demat accounts and bank unblocking procedures; unrenounced REs lapse and are extinguished post allotment.
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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Suspension and freezing of promoter shareholding - trade-for-trade trading and fines apply for listing regulation breaches.
Non-compliance with specified Listing Regulations triggers a framework where recognized stock exchanges impose prescribed fines, publish actions, and coordinate with depositories to freeze or unfreeze promoters' entire shareholding and other demat securities; repeated or continuing defaults may lead to movement to "Z" category, suspension of trading, limited trade-for-trade trading during suspension, and initiation of compulsory delisting if non-compliance persists.
Guidelines for rights issue of units by a listed Infrastructure Investment Trust (InvIT)
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Rights issue by listed InvITs: prescribed eligibility, merchant banker due diligence, disclosure, ASBA payment and allotment rules govern issuance.
Rights issues by listed InvITs require board approval of the investment manager, listing of the same class of units, in principle stock exchange approval, ongoing compliance with listing obligations, and absence of disqualified persons. The investment manager must appoint merchant banker(s) (including a lead), conduct due diligence, file a draft letter of offer with the Board and stock exchanges, invite public comments, address Board observations, and include Annexure I disclosures. Operational rules cover record date announcement, timelines for opening and closing, demat credit of entitlements, mandatory ASBA payment, minimum subscription threshold, allotment priority and listing of allotted units, alongside filing an allotment report.
Guidelines for rights issue of units by a listed Real Estate Investment Trust (REIT)
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Rights issue procedure for REITs mandates eligibility, merchant banker oversight, disclosures, ASBA payment and allotment rules.
Guidelines prescribe conditions for REIT rights issues including board resolution, pre-existing listing of same class units, in principle exchange approval, and absence of disqualifying statuses; require appointment of lead merchant banker and intermediaries with mandated due diligence; mandate filing and public posting of a draft letter of offer with prescribed disclosures and Board observations; set pricing, record date announcement, ASBA payment, dematerialised allotment and specified subscription, allotment and listing procedures; and impose restrictions on further capital issues until listing or refund, with required post-issue allotment reporting.
Format for Statement indicating Deviation or Variation in the use of proceeds of issue of listed non-convertible debt securities or listed non-convertible redeemable preference shares (NCRPs)
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Statement on deviation in use of proceeds for listed non-convertible debt and preference shares must be filed half-yearly.
Listed entities issuing listed non-convertible debt securities or non-convertible redeemable preference shares must file a half-yearly Statement indicating Deviation or Variation in the use of proceeds in the Annexure-A format, within 45 days of each half year until funds are fully utilised. The report must quantify deviations from objects and allocations, include explanations, auditor comments, and be reviewed by the Audit Committee or Board, with the committee's comments filed with the stock exchange.
Options in Goods - Product Design and Risk Management Framework
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Options in goods permitted; physical settlement and enhanced risk management and disclosure obligations now required.
The circular permits launch of Options in Goods in commodity derivatives subject to prior regulatory approval, mandatory public disclosures of top participants' open interest, and enhanced surveillance. Options must use underlying goods for which futures exist or are proposed and must match futures' specifications and settlement methodology; exercise results in physical delivery and follows a prescribed ATM/CTM/ITM/OTM mechanism with fair assignment to short positions. Position limits align with futures norms and Clearing Corporations must adopt CPMI IOSCO compliant risk management including risk based initial margins, portfolio client margining, real time scenario application and mark to market treatment of options.
Exemption from clubbing of investment limit for foreign Government agencies and its related entities
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Foreign portfolio investors: exemptions from clubbing of limits by treaty and updated operational, KYC and monitoring rules.
SEBI amended Operational Guidelines to exempt certain foreign government agencies and related entities from clubbing of investment limits where such exemption is provided by treaty, agreement or Central Government order, and issued consolidated Operational Guidelines under the SEBI (FPI) Regulations, 2019 covering FPI registration, KYC and BO requirements, investor-group and individual limit monitoring with depository-level red-flag alerts, breach notification and proportionate disinvestment procedures, ODI issuance and reporting rules, and operational requirements for DDPs, custodians and exchanges.
Operating Guidelines for Investment Advisers in International Financial Services Centre.
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Investment adviser registration in IFSC requires prescribed qualifications, certification, net worth and annual compliance audit for operating eligibility.
The guidelines require entities seeking Investment Adviser registration in IFSC to apply under the Investment Adviser Regulations, meet corporate-form and recognised-entity eligibility, submit prescribed fees and documentation (including recent net worth certification and credit score for overseas applicants), and provide services only to specified client categories. Ongoing compliance mandates professional qualifications, mandatory certification (domestic accreditation for advice on domestic securities), a specific net worth requirement with separate maintenance per activity and annual compliance audit by qualified professionals.
Annual System Audit
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Annual system audit requirement ensures independent IT controls assessment, documented non compliances and mandated regulatory reporting.
SEBI mandates an Annual System Audit for Market Infrastructure Institutions covering IT environment, governance, security, change control, business continuity and vendor/HR practices. Auditors must meet selection and rotation norms, be free of conflicts, have sector experience and CERT In empanelment. Audit reports must document findings with evidence, risk ratings, remediation plans and timelines, address previous open items, be placed before the Governing Board, and be submitted to SEBI within prescribed timelines along with an MD/CEO security declaration; follow on audits or verified Action Taken Reports are required as applicable.
Contribution by a non-defaulting member in the Default waterfall of Clearing Corporations
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Capped additional contribution by non-defaulting members limits and structures replenishment obligations after defaults.
Contributors must make monthly Core SGF contributions before the month; where Core SGF is used, members must replenish their individual usage immediately but only once within a thirty calendar day period from the Clearing Corporation's notice of default. Failure to replenish is temporarily met first by the Clearing Corporation and then by the regulator. Layer VII allows a single-call capped additional contribution by non-defaulting members within the same thirty day window, permits unconditional resignation subject to settlement and dues, caps contributions by segmental limits, and allows allocation of unrecovered losses to the prior layer with regulator approval.

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