Secretarial Audit required for listed entities and material subsidiaries; annual compliance report by a practicing company secretary must be filed with exchanges.
Secretarial audit and an annual secretarial compliance report are mandated for listed entities and their material unlisted subsidiaries from the financial year ended March 31, 2019; the secretarial audit may use Form No. MR-3 to avoid duplication, and a Practicing Company Secretary must produce the prescribed compliance report examining company records, exchange filings and website, reporting deviations, record maintenance, regulatory actions and actions taken on prior observations, with the listed entity required to submit the compliance report to stock exchanges within the specified post-year-end period.

Public Interest Director performance review required for tenure extension, with equal internal and external evaluations and disclosure.
Performance review is required for extending a Public Interest Director's three year term by another three years. The Nomination and Remuneration Committee must frame and periodically review a performance policy, providing for equal weight internal and external evaluations; internal reviews are annual by all board members, and external reviews are conducted in the PID's last year by an independent consultant. Evaluation results, recorded in a standardised format, must be disclosed in the annual report and website. NRCs recommend extensions to the governing board based on combined evaluations; applications for extension must include attendance records and reasons, including disclosures regarding conflicts of interest.

AI/ML reporting requirement mandates quarterly disclosure of AI and ML systems by market infrastructure institutions to the regulator.
MIIs must submit a standardized Annexure B reporting form quarterly to designated regulator email addresses within 15 days of quarter end, describing AI/ML applications in use, their implementation, whether cyber security controls apply, inclusion in system audits, and safeguards against abnormal behaviour; the scope covers NLP, neural networks, supervised/unsupervised learning, clustering, feedback driven systems and knowledge base systems as set out in Annexure A.

Depository Participant classification: clearing corporations and certain directors/employees excluded; depositories must implement and report monthly.
Recognized clearing corporations are excluded from the definition of Depository Participant for Regulations 24(9) and 24(10), and directors and employees of entities listed in Regulation 24(10) are likewise not to be treated as Depository Participants or their associates. Depositories must amend bye-laws and systems, notify market participants, and report implementation status through monthly development reports.

Uniform trading and delivery lot sizes required for commodity derivatives, with exceptions subject to regulator approval and safeguards.
SEBI mandates uniform trading and delivery lot size for commodity derivatives contracts to prevent participant disadvantage or impediment to physical delivery; exceptions require exchanges to submit detailed rationale, stakeholder feedback and protective mechanisms for regulator approval. Exchanges must align existing contracts or propose exemptions within the prescribed timeframe, amend bye-laws and rules, notify brokers, publish the circular on their websites and report implementation status to the regulator under its statutory powers to protect investors and regulate the market.

Monthly Cumulative Report format revised; AMCs must submit revised MCR monthly and exclude inter scheme AUM.
SEBI prescribes a revised Monthly Cumulative Report (MCR) format to be used by AMCs from April 2019 and mandates submission by the third working day of each month. The circular requires that inter scheme investments be excluded by the investing scheme when reporting AUM to prevent double counting, sets AAUM as the average daily AUM for the month, and provides a detailed annexure enumerating scheme categories and reporting fields for consistent aggregation.

Covered call strategy permitted for mutual funds, subject to specified exposure limits, disclosure and daily mark-to-market requirements.
Mutual fund schemes (excluding index funds and ETFs) may write call options only under a covered call strategy on constituent stocks of major indices, subject to limits on total notional value relative to equity holdings and caps on underlying shares as a percentage of unencumbered holdings. Schemes must continuously comply with these limits, have a defined rebalance period for passive breaches, hold underlying shares when writing calls, avoid hedging those shares with other derivatives, keep option premium exposure within existing gross exposure ceilings, and mark written calls to market daily with NAV impact until position closure or expiry.

Public issue procedures for InvITs refined to restrict anchor investor eligibility and require ASBA-only bidding and electronic platform use.
Subscription and bidding mechanics are standardized to an ASBA-only payment mechanism and exclusive use of recognised stock exchanges' electronic bidding platforms. Investors must submit bid-cum-application forms through SCSBs or prescribed intermediaries, who are responsible for uploading bids, stamping and acknowledging applications and submitting them for fund-blocking. Stock exchanges must validate DP/Client/PAN details daily, permit limited on-file modifications to specified fields, provide transparent electronic bidding facilities, and enable investor status viewing and alerts via websites, SMS and email.

ASBA mandatory for REIT public issues, requiring electronic bidding, intermediary upload duties and stock-exchange validation and alerts.
The circular mandates ASBA for all REIT public issues and requires bidding exclusively through recognised stock exchanges' electronic platforms. Investors must submit bid-cum-application forms to SCSBs or authorised intermediaries, who must upload bids, stamp and acknowledge applications and arrange fund blocking. Stock exchanges must validate DP ID/Client ID and PAN with depository records daily, allow limited modification of either DP ID/Client ID or PAN (but not both) and specified bank/location fields, provide applicant status updates and alerts, and ensure blocked funds are adjusted for bid revisions.

Uniform membership structure across segments requires net worth compliance or clearing tie ups to continue trading.
Uniform membership structure requires the cash segment to adopt Trading Member, Self clearing Member, Clearing Member and Professional Clearing Member categories from April 01, 2019; brokers already registered as SCM/CM in derivatives will be mapped accordingly, others will continue as SCM but must meet the prescribed net worth requirement by September 30, 2019 or tie up with a CM/PCM for clearing and settlement. Exchanges and clearing corporations are directed to notify members, amend bye laws, monitor compliance and report implementation.

Committees at MIIs rationalised into seven statutory bodies with PID majority governance and mandatory compliance reporting.
SEBI mandates seven statutory committees for MIIs-three functional and four oversight-with specified core functions (member admission/discipline, grievance redressal, nomination/remuneration, technology, advisory, regulatory oversight, and risk management). Composition rules require Public Interest Directors to chair committees, hold a numerical and voting majority for quorum and valid resolutions, and be subject to meeting and reporting obligations; IGRC has distinct membership and panel sizing rules. MIIs must implement these structures, amend bylaws, report compliance, and note reduced commencement membership thresholds for new exchanges and clearing corporations.

Portfolio concentration limits require ETFs and index funds to cap single-stock and leading constituents' weights, with liquidity criteria enforced.
Equity ETFs and Index Funds must track indices with a minimum of 10 stocks, single-stock weight caps (35% for sectoral/thematic indices; 25% otherwise), and a top-three constituents cumulative cap of 65%. Each constituent must have trading frequency 80% and average impact cost 1% over the prior six months. Issuers must ensure compliance for all equity-tracking schemes, evaluate quarterly, publish updated constituents on their websites, bring existing schemes into compliance within three months, and submit compliance status for schemes pending launch.

Cyber security framework requirement: mutual funds and AMCs must implement governance, technical controls, testing and mandatory reporting.
SEBI mandates all mutual funds and AMCs to adopt a board approved Cyber Security and Cyber Resilience framework requiring designation of a CISO, Technology Committee oversight, and implementation of the identify protect detect respond recover lifecycle. Operational controls include least privilege access, two factor authentication, encryption of data in motion and data at rest, hardened systems, patch management, VAPT and annual penetration testing, continuous monitoring and logging, incident response and recovery planning, quarterly reporting of cyber incidents to SEBI, anonymised threat sharing, periodic training, annual independent audits, and vendor compliance obligations.

AI and ML reporting requirement mandates quarterly disclosure by market intermediaries using AI/ML in investor facing or compliance systems.
Requires registered stock brokers and depository participants using AI/ML applications or systems in investor facing, advisory, trading or compliance areas to submit a prescribed quarterly reporting form for each application, while Stock Exchanges and Depositories must consolidate these reports and submit a consolidated quarterly return to the regulator; the reporting captures entity identifiers, application details, functional area, claims, technology, implementation, controls, audit status and safeguards.

Commodity derivatives disclosure requirements require exchanges to publish participant category open interest and turnover disclosures promptly to enhance market transparency.
SEBI mandates enhanced disclosure obligations for recognised stock exchanges in commodity derivatives, requiring publication of category wise open interest and turnover and commodity wise disclosures of top participants, members and market wide position limits in prescribed formats, maintenance of historical spreadsheets, participant classification into six self declared categories with exchange reclassification authority, inclusion of non declared positions in "Others," and corresponding amendments to bye laws and dissemination obligations.

Physical settlement requirement mandates phased migration of cash-settled stock derivatives to delivery-based settlement under enhanced eligibility and implementation obligations.
Mandatory physical settlement is prescribed for all stock derivatives, replacing cash settlement; affected stocks are ranked by average daily market capitalization for December 2018 and migrated in phased tranches during 2019. New derivatives meeting enhanced eligibility must be physically settled. Stock Exchanges must amend rules, implement systems, notify market participants, disseminate the circular, and report implementation status monthly to SEBI. Other conditions from the April 11, 2018 circular continue to apply.

Offer for Sale eligibility expanded and a cancellation mechanism formalised, requiring exchanges to amend systems and rules.
The circular amends the OFS framework by setting a market capitalization threshold computed as the six month average daily market capitalization prior to the month of the OFS, and by permitting the seller to cancel the entire offer if sufficient non retail demand at or above the floor price is not achieved on T day, thereby foregoing retail bidding on T+1. Recognised stock exchanges must implement systems, amend bye laws, notify member brokers, and disseminate the circular; all other OFS conditions in earlier circulars remain unchanged.

Creation of segregated portfolio for downgraded debt enables separate NAVs, restricted redemptions, and mandated disclosures to investors.
Segregated portfolios may be created at the ISIN level for debt or money market instruments affected by issuer level credit events, subject to scheme disclosures and trustee approved AMC policy. AMCs must decide on the credit event day, obtain trustee approval within one business day, suspend transactions until approval, and if approved, allocate equal segregated units to existing investors, disclose NAVs for main and segregated portfolios from the credit event date, restrict subscriptions and redemptions in the segregated portfolio, enable listing and transfers to facilitate exits, and value affected securities using fair valuation reflecting the credit event.

Change of name in Beneficial Owner account allowed with affidavit, newspaper publications and KYC; depositories to implement safeguards.
Change of name in a Beneficial Owner (BO) account for individuals, where official gazette publication is not available, is allowed subject to submission of a request letter, a sworn affidavit before a Notary Public/Magistrate of First Class/Executive Magistrate stating reason and address, paper publication in one local and one national newspaper, and KYC in the changed name; DPs shall collect self attested copies, verify with originals and retain records, and depositories must implement the provisions within three months, maintain an audit trail, amend relevant rules and notify DPs.

Margin Period of Risk strengthened, requiring longer MPOR assumptions and scaled-up initial margins to address liquidation risk.
The circular mandates a minimum Margin Period of Risk (MPOR) of two days or higher per product based on liquidity, requiring Clearing Corporations and Exchanges to scale up initial and exposure margins via an expanded Price Scan Range (PSR) for computing Worst Scenario Loss; it also standardises PSR for index contracts and raises the Short Option Minimum Charge.