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Circulars
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Online Filing System for Offer Documents, Schemes of Arrangement, Takeovers and Buy backs
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Online filing requirement mandates uploading offer documents and scheme/takeover/buyback filings to the SEBI intermediary portal.
Mandatory online filing requires draft offer documents, draft letters of offer, draft schemes of arrangement and filings for takeovers and buy backs to be uploaded to the SEBI Intermediary Portal; merchant bankers and recognized stock exchanges must simultaneously file physical and online copies during the transition and thereafter migrate to online only submissions, with portal access, user manual and helpline provided.
Participation by Strategic Investor(s) in InvITs and REITs
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Strategic investor participation in InvITs and REITs requires binding subscription agreements, escrowed payment, disclosure and temporary lock-in.
Strategic investors may subscribe to InvIT and REIT public issues for not less than 5% and not more than 25% of the offer, under a binding unit subscription agreement specifying subscription price which must be deposited in a special escrow account before opening the public issue. The strategic investor price shall not be less than the public issue price; if the public price is higher the investor must pay the difference within two working days, while no refund is provided if the public price is lower and allotment occurs at the agreed subscription price. The unit subscription agreement is disclosable in the offer document and units allotted to strategic investors are locked-in for 180 days from listing.
Prevention of Unauthorised Trading by Stock Brokers
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Prevention of Unauthorised Trading: implementation deferred with exchanges required to notify brokers, amend bye laws and report compliance.
SEBI postpones the effective date of its guidelines on prevention of unauthorised trading to April 01, 2018 and disallows further extensions. Stock exchanges must notify brokers, publish the circular, amend relevant bye laws, rules and regulations in coordination to ensure uniform implementation, and report implementation status in Monthly Development Reports to SEBI. The measure is issued under SEBI's powers to protect investors and regulate the securities market.
Margin provisions for intra-day crystallised losses
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Intra-day crystallised losses to be real-time blocked from free collateral, triggering risk-reduction if insufficient collateral.
Intra-day crystallised losses on transactions subject to upfront margining must be monitored and blocked in real time from a member's free collateral, with client-level offset against crystallised profits permitted; losses are to be calculated on weighted average prices and not adjusted from exposure free liquid networth. If losses exceed available free collateral, the member must be placed into risk reduction mode as specified by the regulator. Clearing Corporations must implement these measures within three months, notify members, publish the provisions, and report implementation status in monthly development reports.
Electronic book mechanism for issuance of securities on private placement basis
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Electronic book mechanism now governs private placements of specified debt securities, imposing platform, disclosure and bidding obligations.
The circular mandates use of an Electronic Book Mechanism for private placements of debt securities and NCRPS meeting specified thresholds and permits voluntary use for other debt instruments. Recognised stock exchanges acting as Electronic Book Providers (EBPs) must offer an anonymous, on-line bidding platform, maintain audit trails and IT resilience, publish standardized issue data, and coordinate KYC, enrollment, bidding, allotment (ascending-yield priority with pro-rata at cut-off) and pay-in through clearing corporations. Issuers, arrangers and participants have specified disclosure, enrolment, KYC and withdrawal obligations, with debarment and cooling-off provisions for defaults and withdrawals.
Benchmarking of Scheme’s performance to Total Return Index
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Mutual fund scheme performance must be benchmarked to Total Return Index; use composite CAGR where TRI is unavailable.
Performance benchmarks for mutual fund schemes must be aligned with the scheme's investment objective and measured using the Total Return Index (TRI). If TRI data do not cover the entire history of a scheme, funds must compute a composite CAGR combining PRI values for the earlier period and TRI values thereafter, using the prescribed formula and disclosing the date ranges used. This requirement applies to all schemes from February 1, 2018.
Transaction Charges by Commodity Derivatives Exchanges
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Transaction charge parity required: exchanges must cap fee differentials within turnover slabs to ensure uniformity and transparency.
The circular substitutes a provision requiring exchanges to ensure that the ratio between highest to lowest transaction charges in the turnover slab of any contract is not more than 2:1, standardising fee differentials. Exchanges must amend relevant bye-laws, notify members, and publish the provision on their websites, with implementation from the specified commencement period; the directive is issued under the regulator's powers to protect investors and regulate the market.
Schemes of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957
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Schemes of Arrangement: revised filing, independent valuation, public shareholding safeguards and mandatory lock-in and listing timelines.
Amendments require draft schemes for wholly owned subsidiary mergers to be filed with stock exchanges for disclosure; mandate that valuation reports and fairness opinions be supplied by an Independent Chartered Accountant and an Independent SEBI-registered Merchant Banker absent material conflicts; impose a minimum public-holding safeguard in the post-scheme shareholding on a fully diluted basis; prescribe staged lock-in of pre-scheme share capital for unlisted issuers seeking listing with limited exceptions and permitted pledges or inter-se promoter transfers; and require completion of listing and commencement of trading within a specified period after the court order with prior newspaper disclosures.

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Acts Income Tax