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Circulars
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Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
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Master Circular standardizes issuance, listing, EBP/RFQ platforms, ISIN limits, LEI and green debt disclosure for corporate debt instruments.
Consolidated SEBI Master Circular prescribes standardized procedures for issuance, application (ASBA/UPI), validation, roles of SCSBs/sponsor banks/stock exchanges/registrars, timelines for allotment and listing (public issues T+6; private placements/EBP timelines), EBP and RFQ electronic platform rules, ISIN caps and reporting, LEI reporting, green debt disclosure and third party review requirements, nominee director and Settlement Guarantee Fund contribution mechanisms, and continuous monitoring and disclosure obligations.
Master Circular for Investment Advisers
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Master Circular consolidates IA obligations: client segregation, fee limits, reporting, IAASB supervision, complaint disclosure and SaaS data safeguards.
SEBI's Master Circular consolidates IA-related circulars up to May 15, 2024, restates core obligations under the IA Regulations-client level segregation of advisory and distribution, mandatory written agreements, risk profiling and consent, fee modes and limits, recordkeeping, annual audits, and prohibition on cash/ free trial fee collection-while establishing a recognised IA Administration and Supervisory Body framework (IAASB/RAASB) with defined eligibility, supervisory responsibilities, reporting and transitional enlistment requirements; it also prescribes complaint disclosure, advertisement code, outsourcing principles, SaaS data security advisory, reporting formats and procedures for change in control.
Master Circular for Research Analysts
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Research Analyst regulations: consolidated master circular updates procedural, supervision, disclosures, grievance redressal, advertising, outsourcing and reporting requirements.
SEBI's Master Circular consolidates all circulars to Research Analysts up to May 15, 2024, supersedes the prior Master Circular, and rescinds listed circulars to the extent they relate to RAs while preserving prior actions and pending applications by deeming them under the new circular. It compiles procedural guidelines for proxy advisors (policy disclosure, methodology, conflicts, timelines), establishes a framework recognising a stock exchange as RAASB/IAASB for administration and supervision with enlistment requirements and transitional provisions, prescribes investor grievance disclosure and SCORES/ODR usage, sets advertising, outsourcing, AML, SaaS compliance and reporting obligations, and details change-in-control procedures and annexures.
Industry Standards on verification of market rumours
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Verification of market rumours: standards mandated for top listed entities with phased applicability and exchanges to ensure compliance.
Industry standards formulated by an Industry Standards Forum, in consultation with the regulator, require listed entities to follow published standards for verification of market rumours under the Listing Obligations and Disclosure Requirements. The verification obligation applies in a phased manner to the top 100 listed entities from June 1, 2024 and to the next top 150 from December 1, 2024. Stock exchanges must notify listed entities and ensure compliance.
Framework for considering unaffected price for transactions upon confirmation of market rumour
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Unaffected price framework: adjusted VWAP replaces rumour-affected prices when rumours are promptly confirmed, altering pricing norms.
Framework prescribes computing an adjusted VWAP by attributing the variation in daily WAP from the day of material price movement until the end of the next trading day after rumour confirmation to the rumour, replacing those days' daily WAPs with the pre-movement daily WAP, and subtracting the measured WAP variation from subsequent daily WAPs to derive an adjusted VWAP for the regulatory look-back period. The unaffected price applies only if the rumour is confirmed within twenty-four hours and operates for a defined applicability window based on transaction stage; repeated confirmations generate separate unaffected-price periods.
Master Circular for ESG Rating Providers (β€œERPs”)
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ESG rating providers must follow SEBI's master circular on registration, product standards, disclosures, governance and audits.
SEBI's Master Circular mandates registration and procedural requirements for ESG Rating Providers, prescribes designated ESG rating products (including ESG Rating, Transition/Parivartan Score, Combined and Core variants) on a 0-100 scale, detailed rating process and rationale disclosures, governance and board composition norms, conflict of interest controls and trading/disclosure rules for access persons, comprehensive periodic and continuous disclosure obligations including transition matrices and income breakdowns, yearly internal audit requirements with eligible auditors and reporting timelines, and principles for outsourcing and firewalls between ERPs and affiliates.
Master Circular for Credit Rating Agencies
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Credit rating agencies: SEBI compiles a master circular standardising registration, rating operations, disclosures, audits and governance.
SEBI's Master Circular consolidates and updates regulatory requirements for Credit Rating Agencies: mandatory online registration and prior approval for change in control; procedures for transfer, suspension, cancellation or surrender of registration including client migration; standardized rating scales, mandatory Operations Manuals, rating criteria, and press release templates; monitoring, default recognition and non cooperation rules with timelines; withdrawal and provisional rating norms; PD benchmark and default/transition reporting; internal audit, outsourcing, firewall and conflict of interest safeguards; and enhanced disclosure, governance and reporting obligations.
Master Circular for Debenture Trustees
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Debenture trustees must validate and monitor security, report defaults promptly, and use a central monitoring system for investor protection.
The Master Circular consolidates SEBI directions for Debenture Trustees on registration, governance and detailed operational duties: perform and document independent due diligence at issuance, ensure creation and registration of charges, validate and monitor security cover and covenants using a depository hosted Security and Covenant Monitoring System, issue prescribed due diligence and NOC certificates, report payment/default status to CRAs, Exchanges and Depositories, convene investor meetings for enforcement/ICA with defined notice and majority thresholds, maintain Recovery Expense Fund procedures, publish mandated disclosures and complaint data, comply with outsourcing, conflict of interest and FINNET 2.0 reporting requirements.
Master Circular for Infrastructure Investment Trusts (InvITs)
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Infrastructure Investment Trusts (InvITs): SEBI consolidates circulars, centralises compliance, reporting, and procedural requirements for issuers and intermediaries.
SEBI issued a Master Circular consolidating all InvIT-related circulars up to May 15, 2024, effective on issuance and superseding listed circulars. It deems prior actions, applications and proceedings under superseded circulars as valid under the corresponding provisions, maintains extant SEBI directions applicable to InvITs, and requires entities to submit periodic/continuous reports. The Circular compiles operative rules on online filing, public and private issue procedures, disclosure and audit requirements, NDCF computation, governance, investor grievance handling, unclaimed amounts framework and debt/preferential/institutional placement mechanics.
Master Circular for Real Estate Investment Trusts (REITs)
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REIT master circular consolidates SEBI rules on filings, public-issue procedures, NDCF, disclosures and unclaimed amounts handling.
SEBI issues a consolidated Master Circular for REITs superseding listed circulars and requiring stakeholders to comply with a consolidated regime covering online filings; public-issue, preferential, institutional placement and rights issue procedures (including merchant banker duties, ASBA/UPI, anchor and strategic investor rules, allotment and listing timelines); dematerialization; governance, audit and continuous financial disclosures (Ind AS, project-wise cash flows, NDCF framework); handling of unclaimed amounts and transfer to IPEF; and interaction and precedence rules with other SEBI Regulations.
Review of validation of KYC records by KRAs under Risk Management Framework
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KYC validation by KRAs enables portability of client records and conditions access to further transactions.
KRAs must verify PAN, Name and Address of all client KYC records and records verified with official databases and PAN Aadhaar linkage will be treated as Validated Records. Validated Records are portable across intermediaries and need not be re collected by another intermediary. Intermediaries and market infrastructure participants must update systems to implement validation and portability; clients may transact once KYC is completed, while clients whose attributes cannot be verified by KRAs will be restricted from further transactions until verification is achieved.
Certification requirement for key investment team of manager of AIF
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Certification requirement for key investment team: NISM certification now mandatory for AIF manager eligibility and compliance.
At least one member of the key investment team of an AIF Manager must obtain the NISM Series-XIX-C Alternative Investment Fund Managers certification as an eligibility condition for registration and scheme launches, with transitional compliance required for existing and pending schemes and inclusion of certification compliance in the Manager's Compliance Test Report.
Master Circular for Custodians
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Master Circular consolidates SEBI custodial circulars, rescinds prior circulars with savings and requires continued compliance by custodians.
Master Circular consolidates SEBI circulars applicable to registered custodians, requires continued compliance with other SEBI market-intermediary requirements, rescinds prior circulars listed in Annexure A with savings for actions taken or pending under those circulars, and is issued under Section 11(1) of the SEBI Act, taking effect on issuance and published on SEBI's website.
Master Circular for Registrars to an Issue and Share Transfer Agents
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Registrars to an Issue and Share Transfer Agents: consolidated SEBI rules on registration, investor servicing, QRTA resilience and reporting.
Master Circular consolidates SEBI's regulatory framework for Registrars to an Issue and Share Transfer Agents, prescribing online registration and change of control procedures, mandatory agreements with issuers, record keeping for eight years, Compliance Officer appointment, half yearly certified reporting, and PAN/KYC requirements. It standardizes investor service processes (demat/remat, duplicate certificates, transmission), mandates online portals with URNs, designates RTAs servicing over 2 crore folios as QRTAs subject to enhanced BCP/DR, cyber audits, governance and reporting, and sets detailed operational roles and timelines for public issues, UPI/ASBA reconciliation, and dispute resolution via SCORES and stock exchange arbitration.
Periodic reporting format for Investment Advisers
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Periodic reporting requirement for investment advisers mandates standardized half yearly submissions to IAASB with detailed Annexure disclosures.
SEBI mandates standardized half yearly periodic reporting by Investment Advisers to the IAASB using the prescribed Annexure I; IAASB to operationalize collection and issue a circular. Reports commence for the half year ending March 31, 2024 with initial submission within fifteen days of the IAASB circular and subsequent reports within seven working days after each period end. Annexure I requires detailed disclosures including firm identifiers, branch and bank details, personnel and NISM certification, shareholding, inspection findings, advertisements, complaints publication, client counts, fees by fee mode, AUA, and granular complaints statistics and ageing.
Master Circular for Alternative Investment Funds (AIFs)
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Alternative Investment Funds must follow SEBI's consolidated master circular covering PPMs, reporting, leverage and governance.
SEBI's Master Circular for Alternative Investment Funds consolidates circulars up to March 31, 2024, supersedes the July 31, 2023 Master Circular and rescinds the circulars listed in Annexure 17 while preserving actions and applications under those circulars. It mandates online filing via the SEBI Intermediary Portal, standardized PPM templates with Merchant Banker due diligence and audit, annual Compliance Test Reports, custodial and dematerialisation requirements, reporting obligations, Category III leverage limits (max 2x NAV) and governance, valuation and accredited investor frameworks.
Entities allowed to use e-KYC Aadhaar Authentication services of UIDAI in Securities Market as sub-KUA
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Aadhaar authentication permitted for a reporting entity to operate as sub KUA, subject to SEBI and UIDAI processes.
A specified reporting entity is permitted to use Aadhaar authentication services as a sub KUA for e KYC in the securities market, subject to privacy and security standards under the Aadhaar framework, compliance with SEBI's Master Circular on KYC (October 12, 2023), and any procedures prescribed by UIDAI; KUAs must facilitate the entity's on boarding as a sub KUA.
Framework for administration and supervision of Research Analysts and Investment Advisers
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Administration and supervision of research analysts and investment advisers routed through recognised stock exchanges for enlistment and oversight.
Recognised stock exchanges will be designated as RAASB and IAASB to administer and supervise Research Analysts and Investment Advisers, subject to eligibility criteria and infrastructure requirements. Enlistment with RAASB/IAASB is mandatory for registration applicants; existing registered RAs/IAs are deemed enlisted or processed as specified. SEBI retains core functions of registration and enforcement while RAASB/IAASB will handle initial scrutiny, database maintenance, approvals, monitoring, grievance redressal, and periodic reporting to SEBI.
Portfolio Managers - Facilitating ease in digital on-boarding process for clients and enhancing transparency through disclosures
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Portfolio managers must simplify digital onboarding, provide a fee calculator, show enhanced fee disclosures and deliver MITC document.
SEBI requires portfolio managers to simplify digital on boarding-allowing typed/electronically written fee acknowledgements for digital clients and handwritten for physical clients-and mandates a standard digital on boarding procedure. Managers must provide a fee calculation tool incorporating the high watermark, include illustrative one and multi year fee scenarios in the fees annexure where performance fees apply, add a fee calculation annexure to periodic reports, and deliver a Most Important Terms and Conditions (MITC) document to clients. No fees beyond the annexure are permitted; key formats will be issued by the industry association.
Facilitating collective oversight of distributors for Portfolio Management Services (PMS) through APMI
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Portfolio Management Services distributors must obtain APMI registration and comply with APMI criteria to enable collective industry oversight.
SEBI mandates that all persons or entities distributing Portfolio Management Services obtain registration with the Association of Portfolio Managers in India (APMI), requiring portfolio managers to ensure their distributors are registered in accordance with criteria to be issued by APMI by July 1, 2024; the registration mandate takes effect on January 1, 2025, to enable collective industry-level oversight and ensure compliance with the applicable Code of Conduct under Regulation 23(11).

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