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Circulars
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Modification of circular dated July 18, 2017 on ‘Disclosure of divergence in the asset classification and provisioning by banks’
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Disclosure of divergence in asset classification requires listed banks to report significant provisioning or NPA divergences to exchanges.
SEBI modifies its July 18, 2017 circular to adopt revised RBI thresholds: listed banks must disclose to stock exchanges divergences in asset classification and provisioning where either additional provisioning assessed by the RBI exceeds a specified proportion of reported profit before provisions and contingencies for the reference period, or additional gross NPAs identified by the RBI exceed a specified proportion of published incremental gross NPAs for the reference period; other disclosure requirements remain unchanged and the modification is effective immediately.
Modification of circular dated September 24, 2015 on ‘Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities’
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Corporate governance compliance reporting: revised report formats and timelines mandated under Listing Regulations for listed entities.
SEBI has revised the format for corporate governance compliance reports and prescribed three templates: Annex I for quarterly filings, Annex II for annual year end reporting, and Annex III to be filed within six months after financial year end (may accompany the next financial year's second quarter report). These formats replace the Annexure to the 2015 circular and must be used to discharge the submission obligation under Regulation 27(2); exchanges are to disseminate the formats and the revision takes effect from the quarter ended September 30, 2019.
Streamlining the Process of Public Issue of Equity Shares and convertibles- Implementation of Phase II of Unified Payments Interface with Application Supported by Block Amount
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UPI with ASBA mandatory for retail IPO applications; intermediaries must use listed SCSBs and approved mobile apps.
Phase II requires UPI with ASBA as the only payment mechanism for retail investor applications through intermediaries, discontinuing the prior Channel III flow of bid cum application forms to SCSBs for fund blocking. Applications must use SCSBs, mobile apps, and UPI handles listed on the regulator's website; incorrect handles or banks not on the live list risk rejection. Alternate channels remain available for investors whose banks are not live. Intermediaries must retain physical UPI application forms for six months and electronic records for at least three years.
Credit of Penalty for short-collection/non-collection of Margins on Commodity Derivatives Segments to Core SGF
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Credit of penalties to Core SGF required for margin shortfalls in commodity derivatives, with prior IPF transfers to be reallocated.
Penalties for short collection or non collection of margins in commodity derivatives segments must be credited to the Core SGF; amounts earlier transferred to IPF trusts shall be transferred to Core SGF and deemed to have been levied, collected and transferred from the date the respective clearing corporation commenced clearing for the commodity derivatives segment.
Handling of Clients’ Securities by Trading Members/Clearing Members
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Client securities handling: mandatory prompt transfer to client demat accounts and prohibition on pledging client securities to raise funds.
TM/CMs must transfer securities received in pay-out for which clients have paid from the pool account to the client's demat account within one working day. Unpaid securities must be moved to a separate client unpaid securities account and either transferred to the client upon payment or sold from the client's UCC within the prescribed trading-day limit, with profits or losses adjusted to the client. Client securities in specified client accounts are prohibited from being pledged or transferred to banks/NBFCs to raise funds; previously pledged securities must be unpledged or returned or disposed after notice within the transition timeline.
Factors for assuring confidentiality in a settlement application filed under Chapter IX of the SEBI (Settlement Proceedings) Regulations, 2018
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Confidentiality in settlement applications: criteria for protected cooperation and reduced charges under settlement regime guidance procedures
Assurance of confidentiality in settlement applications under Chapter IX depends on the nature and value of assistance in examination proceedings: whether cooperation preceded knowledge of proceedings or related action, whether the applicant first reported the misconduct, voluntariness and completeness of disclosures, provision of non privileged or original information that prompts or expands an inquiry, the conservation of regulatory resources, inducement of others to cooperate, and whether cooperation led to successful enforcement; adverse factors such as prior violations, managerial responsibility, tolerance of illegality, delay in reporting, interference with compliance, inadequate remediation, or other sanctions may negate confidentiality.
Design of Commodity Indices and Product Design for Futures on Commodity Indices
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Commodity index futures permission: exchanges must obtain prior regulator approval and meet index construction and risk-management standards.
Recognised stock exchanges may introduce futures on commodity indices only after obtaining prior regulatory approval and submitting historical index data; they must comply with index construction standards (IOSCO compliance, constituent eligibility, turnover and concentration limits, transparent rebalancing and roll-over), publish real time index values and methodology, make specified public disclosures, and implement product-design and risk-management frameworks (cash settlement, VWAP-based final price, position limits, and CPMI IOSCO compliant margining and monitoring).
Guidelines for Enhanced Disclosures by Credit Rating Agencies (CRAs)
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Enhanced CRA disclosures require standardized default computation, PD benchmarks, CE rating symbols, and liquidity and sensitivity disclosures.
CRAs must compute and disclose issuer wise cumulative default rates using the Marginal Default Rate approach with monthly static pools, include withdrawn and non cooperative ratings under prescribed rules, publish annual weighted one , two and three year long run and short run default rates with ten years of archival data, adopt a published SOP for timely default recognition, prepare standardized PD benchmarks with specified confidence interval principles and tolerance levels, adopt a CE suffix for explicitly credit enhanced instruments with disclosure of unsupported and supported ratings and a modelled assessment of enhancement adequacy, include quantitative rating sensitivities in press releases, standardize liquidity descriptors, and track bond spread deviations.
Combating Financing of Terrorism (CFT) under Unlawful Activities (Prevention) Act, 1967 –Directions to stock exchanges, depositories and all registered intermediaries
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Combating financing of terrorism: financial intermediaries must screen, report matches within 24 hours and freeze assets under Section 51A.
Regulators and regulated entities must maintain and circulate electronic designated lists, screen customer records continuously, and report any matches within 24 hours to the CTCR Nodal Officer and relevant State/UT Nodal Officers and FIU-IND. Upon confirmed matches, entities must prevent transactions and file Suspicious Transaction Reports. The CTCR Division will cause verification by police or central agencies within five working days; confirmed holdings by designated persons will be frozen by order issued without prior notice. An applicant inadvertently affected may seek unfreezing, with CTCR required to decide within 15 working days.
Enhanced disclosure in case of listed debt securities
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Enhanced disclosure obligations for debenture trustees require public compensation details and timely ISIN-wise payment calendars.
Debenture Trustees must publish on their websites the nature of compensation arrangements, including minimum fees and determining factors, and maintain an ISIN-wise calendar of interest and redemption due and paid for the financial year, updating initial schedules and new issues promptly and updating payment status within one day of due date with delayed payments marked. Issuers and RTAs must furnish debenture holder details to DTs at allotment and monthly by the seventh working day. Privately placed issues must include additional covenants in term sheets requiring enhanced default interest for missed payments and penal interest for listing delays.
Participation of Portfolio Managers in Commodity Derivatives Market in India
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Portfolio Managers may trade exchange-traded commodity derivatives for clients with mandatory custodian, disclosures and reporting obligations.
Portfolio Managers may participate in Exchange Traded Commodity Derivatives on behalf of clients after entering into an agreement or addendum with the client, must appoint a SEBI-registered custodian before dealing, provide disclosures in the Disclosure Document and agreement regarding risks, margins, position limits and valuation, assume responsibility for disposing of any physical goods delivered within client-agreed timelines, not onboard Foreign Portfolio Investors for such participation, and report exposures in monthly regulatory reports under "Commodity Derivatives."
Framework for the process of accreditation of investors for the purpose of Innovators Growth Platform
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Accredited investor accreditation for Innovators Growth Platform sets eligibility, verification and validity requirements and verification duties.
The circular defines Accredited Investors (AIs) for the Innovators Growth Platform and prescribes eligibility criteria (individual income and liquid net worth; corporate net worth), documentary evidence and calculation methodologies. It allocates responsibilities to Exchanges/Depositories to receive applications, verify and maintain AI records (using brokers/DPs for intake if desired) and to grant accreditation for a prescribed validity subject to notification of changed ineligibility. Merchant bankers must perform due diligence on AI eligibility at the time of listing, and Exchanges/Depositories must implement the procedure, publish the provisions and amend rules within specified timelines.
Participation of Mutual Funds in Commodity Derivatives Market in India
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Mutual funds participation in commodity derivatives allowed with governance, exposure caps, valuation and disclosure obligations.
Mutual funds are permitted to participate in exchange traded commodity derivatives (ETCDs) subject to exclusions for sensitive commodities, prohibition on holding physical goods except gold via Gold ETFs with a thirty day disposal requirement, prohibition on net short positions when combining physical and ETCD positions, scheme eligibility limited to specified hybrid schemes and Gold ETFs, requirement to treat participation as a change in fundamental attributes for existing schemes with a minimum thirty day exit option, AMC governance and valuation policies, investment exposure caps including cumulative limits for gold instruments, and specified disclosure and exchange implementation obligations.
Framework for Innovation Sandbox
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Innovation sandbox enables controlled testing of fintech solutions with anonymized market data under strict eligibility and governance.
Creates an Innovation Sandbox providing phased access to historical, anonymized securities-market datasets via published APIs and virtual test environments; access is conditioned on confidentiality/end-user agreements prohibiting resale or sharing. Participation requires contractual acceptance of rights and obligations, cybersecurity compliance, and demonstrated testing readiness, need and post-testing strategy. A Steering Committee of MIIs and QRTAs will issue operating guidelines, evaluate and onboard applicants, monitor testing and maintain oversight; the sandbox lifecycle must transition to a fully digital process within a prescribed timeframe.
Reporting for Artificial Intelligence (AI) and Machine Learning (ML) applications and systems offered and used by Mutual Funds
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AI and ML reporting obligations require mutual funds to disclose AI/ML systems, uses, controls and audits to regulators quarterly.
Mutual funds offering or using AI/ML in investor facing products, trading or compliance must complete a prescribed reporting form and submit quarterly to AMFI within fifteen days of quarter end; AMFI will consolidate and forward submissions to the regulator within thirty days. The scope covers fintech and regtech initiatives and enumerated AI/ML technologies, and the form requires disclosure of system identity, uses, claimed capabilities, implementation, controls, safeguards, audit inclusion and any adverse audit comments, with confidentiality to be maintained by AMFI.
Permitting Foreign Portfolio Investors (FPI) to invest in Municipal Bonds
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FPI investment in municipal bonds permitted under SEBI regulations, enabling foreign portfolio access to municipal debt markets.
Permitting Foreign Portfolio Investors to invest in municipal bonds is authorized under the SEBI regulatory framework, extending market access to FPIs for municipal debt pursuant to the operative provision of the foreign portfolio investor regulations. Custodians are required to notify their FPI clients and the circular is published on the regulator's website to implement this investment permission.
Net worth Requirements for Clearing Corporations in International Financial Services Centre (IFSC)
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Net worth requirements: IFSC clearing corporations must meet staged liquid-asset thresholds and report quarterly compliance to regulator.
Applicants for recognition as IFSC clearing corporations must maintain a minimum net worth in liquid assets at the initial threshold; recognized clearing corporations must at commencement maintain that threshold or the capital determined under SEBI's risk-based capital methodology and must increase liquid-asset net worth to a higher threshold within three years. Clearing corporations must submit a quarterly certificate signed by the managing director within fifteen days of quarter-end and immediately inform SEBI if net worth falls below the prescribed level with reasons and remedial measures.
Guidelines for determination of allotment and trading lot size for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)
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Trading lot size rules set minimum lot based allotment and require exchanges to fix trading lot units for listed REITs/InvITs.
Guidelines set minimum allotment and trading lot rules for publicly offered REITs and InvITs: initial allotment lots must meet prescribed minimum values and consist of a defined number of units, allotments shall be in multiples of such lots, and follow on offers must follow lot based minimums tied to the trading lot. Exchanges must determine trading lot unit counts for listed trusts within six months. InvITs with aggregate consolidated borrowings and deferred payments above the designated threshold must disclose asset cover, debt equity ratio, debt service coverage ratio, interest service coverage ratio and net worth.
System Audit framework for Mutual Funds / Asset Management Companies (AMCs)
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System audit framework for mutual funds requires annual independent IT system audits and exception reporting to regulator.
Requires annual systems audits for Mutual Funds/AMCs by independent CISA/CISM qualified or equivalent auditors covering integration of front/back office systems, NAV and fund accounting, financial reporting, unit holder administration, funds flow, regulatory compliance and access rights. Exception reports per Annexure 2 must be reviewed by the Technology Committee and AMC & Trustee Boards and communicated to SEBI within six months of each financial year; audit reports must be available for inspection.
Technology Committee for Mutual Funds / Asset Management Companies (AMCs)
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Technology committee requirement for asset managers to review cyber resiliency and system audit frameworks strengthens operational oversight.
Mutual funds, AMCs, trustees, registrars and industry bodies must constitute a Technology Committee of technology-proficient experts, including at least one independent external expert experienced in the Mutual Fund/BFSI sector, to review the cyber security and cyber resilience framework of Mutual Funds/AMCs and to examine system audit aspects of AMCs, in accordance with the referenced regulatory guidance, thereby strengthening technology governance and operational risk oversight.

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