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Circulars
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Inclusion of “Derivatives on Equity shares” - IFSC
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Derivatives on equity shares permitted in IFSCs subject to SEBI approval and specified participant and position limits.
Inclusion of Derivatives on Equity shares is authorised under SEBI (IFSC) Guidelines, 2015 subject to SEBI approval; eligible participants include SEBI-registered FPIs operating in IFSC and other IFSC entities. Position limits follow existing SEBI circulars, and the Market Wide Position Limit (MWPL) for these derivatives equals ten percent of non-promoter free-float shareholding of the underlying, reckoned separately for IFSC exchanges and capped in value at fifty percent of the domestic-market MWPL.
Capacity Planning Framework for the Depositories
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Capacity planning standards require depositories to maintain excess capacity, monitor utilisation, and report implementation promptly to regulator.
Depositories must size installed capacity above projected peak demand using hourly peak trends from recent operation, apply that sizing across all technical components, monitor utilisation-especially during pay-in/pay-out windows-and trigger capacity enhancements when sustained high utilisation occurs; they must deploy real-time monitoring and alerts, amend bye-laws and systems within the prescribed implementation period, communicate the provisions to participants and on their website, and report implementation status to the regulator.
Investments by FPIs in Government Securities
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FPI investment limits in government securities increased, with separate long term allocations and higher SDL cap effective immediately.
Revised FPI debt limits for April-June 2017 update instrument wise upper caps for central government securities, a separate allocation for long term FPIs, and an increased aggregate cap for State Development Loans, effective April 3, 2017; existing security wise limits, allowance for coupon investment outside limits, and the minimum three year residual maturity requirement continue to apply.
Enhanced Standards for Credit Rating Agencies (CRAs) - Clarifications
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Enhanced standards for credit rating agencies: clarifications on disclosure exemptions, rating outlooks, and withdrawal procedures.
SEBI clarifies that CRAs may omit certain instrument details in standardized press releases (interest rates for bank loans, maturities for working capital, tranche specifics for frequently reissued money market instruments while providing duration ranges), and that rating outlooks need not be assigned to short term ratings, low category ratings, ratings on watch, securitization pools, or mutual fund scheme ratings subject to monthly surveillance. The circular prescribes the "ISSUER NOT COOPERATING*" suffix and explains permitted withdrawal procedures for non transferable bank loans and open ended mutual funds, including required requests, bank no objection, assignment of a rating on withdrawal, and issuance of the prescribed press release stating reasons.
Exclusively listed companies of De-recognized/Non-operational/Exited Stock Exchanges placed on the Dissemination Board
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Deadline extension for exclusively listed companies to submit action plans, enabling further time for listing or shareholder exit.
Exclusively listed companies on the Dissemination Board must submit an action plan to a designated stock exchange to obtain listing on an operational exchange or provide exit to shareholders; the deadline for submission is extended to June 30, 2017, and all other previously prescribed conditions remain unchanged.
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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Pricing date for share issuance: relevant date is the board meeting approving the scheme, guiding pricing for allotments.
For share issuances pursuant to schemes of arrangement to select shareholders or shareholders of unlisted companies, the pricing provisions applicable to such issuances apply and the relevant date for computing the price is the date of the Board meeting approving the scheme; stock exchanges must notify listed entities and disseminate the circular.
Submission of accounts for debt securities issued under the SEBI (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015
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Submission of municipal accounts: relaxation allows audited prior years and interim statements for the latest year, with audited accounts follow.
SEBI relaxes the documentation requirement for private placement municipal debt by allowing information memoranda to include audited accounts for the three earlier financial years and available half yearly financial statements (audited or unaudited) for the immediately preceding year, with a mandate that the audited accounts for that preceding year be submitted to recognized stock exchanges within one year from the end of that year and displayed on the exchange and issuer websites and provided to investors on request.
Disclosures relating to regulatory orders and arbitration matters on websites of Clearing Corporations
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Regulatory disclosure obligations require clearing corporations to publish orders and arbitration awards online for investor transparency.
Clearing Corporations must publish on their websites all regulatory orders against clearing members and all arbitration or appellate awards; orders and awards issued since June 20, 2012 are to be posted within thirty days and those issued after the date of the circular must be posted immediately. Corporations must also disclose arbitrator profiles including qualifications, experience and number of matters handled, disseminate the circular's provisions on their websites, and report implementation status to the regulator in the Monthly Development Report.
SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (‘SAST Regulations’)
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Draft letter of offer filing requirements broaden disclosure to extended multi year compliance and capital structure histories for acquirers.
Merchant bankers must provide, in the draft letter of offer, the status of compliance with SAST Regulations and details of acquisitions by the acquirer/PAC and by promoters/promoter group, and changes in the target company's capital structure, covering the financial year of the public announcement and an extended multi year retrospective period; where a prior open offer exists in that period, disclosures commence from the expiry of that prior offer period.
Review of advertisement guidelines for Mutual Funds
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Mutual fund performance disclosure requires standardized CAGR presentation, point-to-point returns, plan-type disclosure and manager-wide performance reporting.
Performance disclosure in mutual fund advertisements must use CAGR for prescribed periods, supplemented by point-to-point returns on a standard investment, with periods computed from the last day of the month-end preceding the advertisement. Advertisements must specify whether data relates to regular or direct plans, disclose fund manager continuity where applicable, and include summarized performance of other schemes managed by the same fund manager with permitted internet links and special rules where a manager runs more than six schemes.
Redressal of complaints against Stock Brokers and Depository Participants through SEBI Complaints Redress System (SCORES)
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Complaint redressal through SCORES requires brokers and depository participants to resolve complaints promptly and establish processing systems.
SEBI requires stock brokers and depository participants to redress complaints submitted via SCORES within fifteen days; if additional information is needed, it must be requested within seven days and the fifteen-day period will run from receipt of that information. Stock Exchanges and Depositories must develop systems to execute these requirements. The circular partially modifies earlier 2011 circulars and is issued under SEBI's regulatory powers.
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, disclosure, valuation and e voting requirements and conditions for listing without IPO.
SEBI's circular revises the framework for schemes of arrangement by listed entities and for relaxations permitting listing without an IPO. It mandates filing a Draft Scheme with a designated stock exchange and submission of specified documents (valuation report, fairness opinion, audited financials, auditor's certificate, compliance report, and complaints report); requires public disclosure and stock exchange observation; sets valuation and auditor certification rules; prescribes e voting by public shareholders in defined circumstances; and lists eligibility, lock in and processing conditions for Rule based relaxation to permit listing of transferee entity shares without an initial public offer.
Investments by FPIs in corporate debt securities
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FPI investment in unlisted corporate debt and securitised instruments permitted subject to maturity, end use and compliance conditions.
Foreign Portfolio Investors are permitted to invest in unlisted non-convertible corporate debt and specified securitised debt instruments subject to Ministry of Corporate Affairs guidelines, a three-year minimum residual maturity for unlisted corporate debt, and end-use restrictions forbidding investment in real estate business, capital market activity and land purchase; custodians must ensure compliance per RBI directions. Securitised debt issued by SPVs or listed under SEBI securitised debt regulations is eligible without the three-year maturity requirement. Aggregate investments in these categories are capped within the extant corporate debt limit; all other existing FPI conditions remain applicable.
Circular on Mutual Funds
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Investment restrictions on mutual funds require an exit option for unitholders before REIT/InvIT investments.
Amendments to mutual fund regulations impose investment restrictions on acquisitions of REIT and InvIT units, making the Seventh Schedule restrictions applicable to all fresh investments by schemes. Existing schemes proposing such investments must comply with the relevant mutual fund regulation and provide unitholders a minimum exit period before investing. The circular states immediate applicability and invokes the regulator's statutory authority for issuance.
Amendment pursuant to comprehensive review of Investor Grievance Redressal Mechanism
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Investor grievance redressal mechanism reformed to strengthen arbitration, empanelment, fund governance and interim relief procedures.
Exchanges and depositories must revamp investor grievance redressal by publicising arbitrator profiles, enabling electronic document submissions, conducting annual arbitrator reviews and training, segregating arbitration and appellate panels with prior SEBI empanelment approval, revising arbitration and filing fees to accelerate resolution, and creating shared defaulter databases. IPF and ISF governance, permissible utilisations and interest treatment are redefined with IPF Trust oversight, interim relief release rules and committee compositions specified. Exchanges must amend bye laws, notify stakeholders and implement the measures immediately.
Prudential limits in sector exposure for Housing Finance Companies (HFCs)
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Prudential sector exposure for housing finance companies expanded, permitting additional investment subject to AA and NHB registration.
SEBI permits additional exposure to Housing Finance Companies within the financial services sector for debt schemes by allowing an increased incremental allocation while maintaining the 25% sectoral limit (subject to specified exclusions). The additional exposure is allowed only for securities rated AA and above issued by HFCs registered with NHB, and total investment in HFCs shall not exceed 25% of scheme net assets. Appropriate SID and KIM disclosures are required and the change is effective immediately.
Participation in derivatives market by Mutual Funds
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Mutual fund derivatives participation: existing schemes may introduce derivatives without unit-holder consent; investors given exit window and disclosures.
Existing mutual fund schemes whose SIDs do not envisage derivatives may introduce derivatives without obtaining positive consent from a majority of unit holders, provided all investors are offered a no-exit-load exit option for a prescribed window, the extent and manner of participation and associated risks are disclosed with suitable numerical examples, and the scheme complies with applicable regulatory provisions prior to commencing derivatives exposure.
Submission of Monthly Reports by Custodians of Securities
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Submission deadlines for custodians: monthly reports now due by the later of the third working day or the fifth of the succeeding month.
Custodians must submit monthly securities reports by the later of the end of the third working day of the succeeding month or the fifth of the succeeding month, replacing the prior seventh day deadline; the change is effective immediately and issued under the regulator's statutory authority.
Review of Financial close out and Auction framework for corporate bonds traded on the Stock exchanges platform
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Financial close-out framework revised: highest trade date price plus markup and mandatory uniform auction mechanism for shortages.
In cases of shortage of delivery, exchanges/clearing corporations may effect a financial close-out at the highest price on the trade date (which becomes the trade price) with a 1% markup, and must introduce a uniform auction mechanism to deal with settlement shortages, with exchanges required to implement systems, amend bye-laws, and notify members.
Integrated Reporting by Listed Entities
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Integrated Reporting encouraged for listed entities, enabling consolidated financial and non financial disclosures to aid investor decision making.
SEBI encourages Integrated Reporting by listed entities to present combined financial and non financial information, referencing IIRC guiding principles and six forms of capital. Integrated Reporting may be adopted voluntarily by top listed companies already required to prepare the Business Responsibility Report, and may be provided as a separate report, within Management Discussion & Analysis, or by cross reference to other reports to avoid duplication. Companies are encouraged to host the integrated report on their websites and reference it in the annual report.

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