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Procedures for Exchange Listing Control Mechanism
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Exchange listing control mechanisms require internal monitoring, oversight committee review, and independent conflict resolution appeal.
The listing exchange's Listing Department shall monitor compliance of a listed exchange; the listing exchange's Independent Oversight Committee provides second level review and hears appeals against Listing Department decisions; an independent Conflict Resolution Committee (CRC) provides third level oversight and receives appeals from the listed exchange. This framework mandates monitoring, oversight and an appeal pathway to address conflicts of interest and ensure listing compliance under the regulator's statutory powers to protect investors and regulate the securities market.
Fair and transparent access to data feeds of the stock exchanges
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Fair and transparent market data access mandated, requiring monitoring, load management and clear disclosures to all market participants.
Exchanges must adopt a comprehensive policy ensuring fair and transparent market data dissemination, deploy monitoring tools to measure service quality, and implement mechanisms like load balancers and randomizers to maintain consistent response times for all participants; communications must clearly disclose technology features and risks, especially for colocation users. Exchanges must ensure synchronization of system clocks across servers and related systems using suitable mechanisms, amend governing rules as needed, notify brokers and publish the provisions, and report implementation status to the regulator under its investor-protection and market-regulation powers.
Criteria for Eligibility, Retention and re-introduction of derivative contracts on Commodities
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Commodity derivatives eligibility criteria require template based suitability assessment and a turnover based retention regime before reintroduction.
A structured eligibility framework requires exchanges to assess commodity derivative proposals using a weighted template covering Commodity Fundamentals, Trade Factors, Ease of Doing Business and Risk Management. Exchanges must apply the template to new and existing contracts, submit analyses to the regulator, and adopt numerical weightages for product design. Retention and re introduction rules impose a minimum annual turnover criterion with a three year gestation period and a mandatory moratorium before reconsideration or re launch following ineligibility or suspension.
Exclusively listed companies of De-recognized/Non-operational/exited Stock Exchanges placed in the Dissemination Board (DB)
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Extension of compliance timeline for exclusively listed companies to submit listing or exit action plans on the dissemination board.
Exclusively listed companies on the Dissemination Board must submit an action plan to list on a designated stock exchange or provide an exit to shareholders; SEBI has extended the submission period in response to representations while all other conditions of the earlier circular remain unchanged, issued under powers to protect investors and regulate the securities market.
Guidance Note on Board Evaluation
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Board evaluation guidance clarifies statutory evaluation responsibilities and process for boards, committees, directors, including feedback and action plans.
Guidance clarifies the statutory and procedural framework for board evaluation under the Companies Act and SEBI LODR, defining subjects of evaluation (Board, committees, individual directors and Chairperson), prescribing roles of the Nomination and Remuneration Committee and independent directors, detailing a three-stage evaluation process with indicative criteria, endorsing internal and external assessment methods, requiring feedback and action plans, and mandating annual disclosure of the manner of formal evaluation in the Board's report and corporate governance section of the annual report.
Guidelines for participation/functioning of Eligible Foreign Investors (EFIs) and FPIs in International Financial Services Centre (IFSC)
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Eligible Foreign Investor participation in IFSC permitted with reliance on existing due diligence, segregation and compliance obligations.
SEBI allows SEBI registered FPIs to operate in the IFSC without additional documentation and permits trading members to rely on due diligence done at FPI registration; where an EFI is not SEBI registered, trading members may rely on due diligence conducted by an RBI authorised IFSC bank. FPIs operating both in India and IFSC must maintain clear segregation of funds and securities, with custodians monitoring compliance and exchanges maintaining EFI records. EFIs must comply with applicable Indian laws. The definition of "intermediary" in the SEBI (IFSC) Guidelines is amended to delete reference to a foreign portfolio investor.
Reference to Circular no. FITTC/FII/02/2002 dated May 15, 2002- In regard to credit of proceeds due to write off of securities held by Foreign Portfolio Investors/deemed Foreign Portfolio Investors
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Proceeds from written-off FPI securities must be credited to the Investor Protection and Education Fund within prescribed period.
Proceeds from sale of securities written off relating to Foreign Portfolio Investors where custodians cannot identify claimants must be credited to the Investor Protection and Education Fund of SEBI within the prescribed short period after receipt; corporate benefits in securities must be reported to SEBI, and corporate cash benefits must be credited to the same Fund within the prescribed short period.
Continuous disclosures and compliances by REITs
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Continuous disclosures by REITs: mandated financial, audit, manager fee and investor protection reporting obligations to exchanges.
REITs must make ongoing disclosures of financial and non financial information to stock exchanges: half yearly and annual financials prepared on accrual basis under Ind AS (standalone and consolidated) with specified timelines and comparative periods; key condensed financial statements, statements of Net Distributable Cash Flows, manager fee disclosures, auditor qualified impact statements, and auditor review/audit requirements. Non financial obligations include simplified listing agreements, periodic unit holding patterns, annual credit rating reviews, a timely updated website, investor grievance reporting, and quarterly statements of deviations in use of issue proceeds until full utilisation.
Review of the position limits available to Stock Brokers / Foreign Portfolio Investors (FPIs) - Category I & II / Mutual Funds (MFs) for stock derivatives contracts
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Position limits for brokers and FPIs in stock derivatives revised to a set share of market-wide limit; exchanges to implement.
Combined futures and options positions for Stock Brokers, Category I & II FPIs, and Mutual Funds are limited to 20% of the applicable Market Wide Position Limit (MWPL); MWPL and client-level limits remain unchanged. Stock exchanges must amend systems and bye-laws, notify brokers, publish the change, and report implementation status to the regulator under its statutory market-regulation and investor-protection powers.
Disclosure of financial information in offer document for REITs
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Disclosure of financial information requires REITs to include audited historical financials, interim updates, projections, NDCF and auditor certification.
Offer documents must present audited REIT financials for the last three completed years and, if required, interim statements not older than six months, prepared under Indian Accounting Standards and including balance sheet, profit and loss/income and expenditure, changes in unit holders' equity, cash flows, net assets at fair value, total returns at fair value and notes. Disclosures must cover property-wise rental income, earnings per unit, contingent liabilities, commitments, related party transactions, capitalisation statement, debt payment history, adjustments for errors or policy changes, and material-item disclosure under manager-determined materiality.
Filing of Forms PAS-4 and PAS-5 in case of issuance of debt securities on private placement basis
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Private placement filing requirement: companies must submit PAS-4 and PAS-5 to SEBI as PDF on compact disc.
Companies issuing debt securities on private placement must use Form PAS-4 for the offer letter and maintain records in Form PAS-5; where listed, a copy of PAS-5 together with PAS-4 must be filed with the securities regulator within thirty days of circulation. Forms PAS-4 and PAS-5 shall be filed in PDF format only, submitted on a compact disc, pursuant to the regulator's powers under securities law and applicable issue-and-listing regulations.
System-driven Disclosures in Securities Market
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System-driven disclosures: Depositories must send daily promoter transaction data directly to stock exchanges for public dissemination.
Depositories shall provide daily transaction data of promoters/promoter group directly to stock exchanges, which will disseminate disclosures of all transactions in dematerialised securities beyond the applicable threshold limits, replacing the earlier data flow through registrars and share transfer agents; other procedural requirements from the prior circular remain in force.
Enhanced Supervision of Stock Brokers / Depository Participants
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Enhanced supervision timelines revised; enforcement deferred and phased implementation announced for broker and depository participant measures.
The Circular postpones implementation of enhanced supervision measures for stock brokers and depository participants, setting April 1, 2017 as the overall effective date and providing a revised schedule in the Annexure that assigns staggered commencement dates and periodicities to specific provisions of the earlier circular, thereby creating phased compliance obligations for market intermediaries.
Guidelines for public issue of units of REITs
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Public issue guidelines for REITs impose detailed procedural, disclosure and post-issue compliance obligations for issuers and merchant bankers.
The guidelines establish a detailed framework for the public issue of REIT units, mandating appointment of a lead merchant banker and intermediaries, sequential filing of draft, offer and final offer documents with public hosting and Board observation timelines, prescribed due diligence certifications at multiple stages, allocation rules including anchor investor provisions and lock-in, pricing and book-building procedures with pre-announcements and final cut-off allotment, electronic bidding and ASBA requirements, strict public communication controls, post-issue reporting and lock-in compliance, and continuing merchant banker obligations and record maintenance.
Master Circular for Stock Exchange and Clearing Corporation
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Master Circular consolidates SEBI guidance for stock exchanges and clearing corporations and supersedes the earlier compilation.
Master Circular consolidates SEBI circulars, directions and communications for stock exchanges and clearing corporations issued up to March 31, 2016, superseding the prior master circular of May 26, 2015. It centralises guidance across operational domains-trading, technology, settlement, risk management, derivatives, exchange administration and depository connectivity-to assist compliance and supervisory oversight.
Applicability of Principles of Financial Market Infrastructures (PFMIs) on Commodity Derivatives Exchanges
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Principles for Financial Market Infrastructures applicability requires systemically important commodity exchanges to comply until clearing is transferred.
Commodity derivatives exchanges that provide in-house clearing and settlement and meet the specified turnover threshold are designated as systemically important FMIs and must comply with the Principles for Financial Market Infrastructures applicable to central counterparties until their clearing and settlement functions are transferred to recognised clearing corporations; SEBI may grant transitional timelines and review the quantitative criteria.
Master Circular for Depositories
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Master Circular for Depositories: consolidates KYC, BSDA, DIS, CAS, cybersecurity and FMIs operational requirements.
Prescribes SEBI's consolidated operational requirements for depositories, DPs and BO accounts: PAN as primary identifier; accepted PoI/PoA list; voluntary Aadhaar e KYC with biometric/OTP flows; SARAL simplified account opening; BSDA eligibility, charge caps and statement/SMS rules; standardized DIS issuance, serialisation, scanning and validation; timelines for T+2 activities, transmission and ISIN activation; annual system audits, BCP/DR standards and board approved cyber security and resilience framework; central DN database and Consolidated Account Statement implementation.
Streamlining the Process for Acquisition of Shares pursuant to Tender-Offers made for Takeovers, Buy Back and Delisting of Securities.
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Direct securities transfer to clearing corporation streamlines tender-offer settlements and enables direct payouts to shareholders.
Direct transfer of shares using the early pay-in mechanism requires shareholders' securities to be moved to the Clearing Corporation prior to bid placement; depositories must supply investor PAN, demat and bank details to the CC. The CC will apply such securities to settlement, return unaccepted shares directly to shareholders, and make direct funds payouts for accepted shares to shareholders' bank accounts, with rejected transfers routed to the seller broker's accounts for onward transfer.
Spread margin benefit
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Spread margin withdrawal must occur by the start of tender period or expiry day, tightening risk management timing.
Withdrawal of spread margin benefit for spread positions must occur no later than the start of the tender period or the start of the expiry day, whichever is earlier, replacing the prior deadline that permitted withdrawal by an earlier expiry related day; exchanges must update risk management norms and notify members and publish the change on their websites.
Review of guidelines for Co-location / proximity hosting facility offered by stock exchanges
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Co-location connectivity allowed between exchanges and brokers; outsourced colocation remains exchange's responsibility with fair access.
SEBI mandates direct connectivity between colocation facilities of recognised stock exchanges and between a broker's servers across such facilities, to be offered fairly to colocated brokers. Colocation services outsourced to third parties are deemed provided by the stock exchange, which retains control and accountability and must submit quarterly compliance reports after board consideration. LAN-based access by brokers or data vendors falls within the definition of colocation, and all provisions of the earlier colocation circular apply, excluding commodity derivatives exchanges.

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