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Circulars
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Continuous disclosures and compliances by InvITs
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Continuous disclosures by InvITs require standardized financial and non financial reporting, audit and investor facing compliance mechanisms.
SEBI requires InvITs to submit half yearly and annual financial information on standalone and consolidated bases prepared under accrual accounting and Ind AS, within specified timelines, including key financial statements and comparative figures. Annual reports must be audited while half yearly reports may be limited reviewed; auditors must have ICAI peer review certificates and opine on NDCFs. Additional mandated disclosures include Statements of Net Distributable Cash Flows, manager fee justifications, sectoral investment breakups, contingent liabilities, related party transactions, and quarterly statements of deviations in use of issue proceeds, together with website, listing, credit rating and investor grievance compliances.
Guidelines for functioning of Stock Exchanges and Clearing Corporations in International Financial Services Centre (IFSC)
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IFSC market structure guidelines require unified markets, extended trading hours and CPMI IOSCO aligned risk management for exchanges.
Guidelines set a single market structure for IFSC exchanges, require exchanges to set trading hours and at least twice daily settlement, and permit trading of products permitted in FATF/IOSCO jurisdictions subject to prior approval. Clearing corporations must adopt a CPMI IOSCO aligned risk management framework with robust margining, stress testing and ring fencing; eligible collateral includes major foreign currencies, IFSC term deposits, Indian securities with foreign depositories, foreign securities, liquid mutual fund units and gold, with cash and cash equivalents comprising a majority of liquid assets. A settlement guarantee Fund and BCP/DR measures are mandated, and entities must comply with SEBI directives.
Freezing of Promoter and Promoter group Demat accounts for Noncompliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Freezing of promoter demat accounts secures unpaid listing regulation fines by restricting transferability of securities.
Where a listed entity fails to pay fines within the notice period, the recognized stock exchange shall, after expiry of that period, instruct depositories to freeze holdings in other securities in promoter and promoter group demat accounts to the extent of liability calculated quarterly. For two consecutive periods of non compliance and failure to comply with exchange notices, the exchange may direct freezing of the entire promoter and promoter group shareholding in the listed entity, with additional freezes in other securities to cover liability. Exchanges decide which securities and holdings to freeze and depositories must furnish holdings information.
Investment/trading in securities by employees of AMC(s) and Trustees of Mutual Funds
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Insider trading safeguards require pre-clearance, trading-plan exemptions, and strict compliance officer monitoring of employee dealings.
SEBI consolidates and updates guidelines requiring pre-clearance by the Compliance Officer for covered secondary market transactions by access persons, seven-trading-day validity for approvals, and a cooling-off mechanism where the Mutual Fund has transacted in the same security, with an exemption for publicly disclosed trading plans compliant with SEBI (PIT) Regulations, 2015. The Compliance Officer must monitor scheme and employee trades, and employees are prohibited from carry-forward purchases, short sales, front running and self-dealing; periodic transaction disclosures and annual holdings statements to the Compliance Officer are mandated.
Review of requirement for copy of PAN Card to open accounts of FPIs
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PAN verification online permitted for FPIs; physical PAN copy required within sixty days or before outward remittance.
Intermediaries may verify an FPI's PAN online from an Income Tax authorised website at account opening; however, FPIs must provide a copy of the PAN card to their intermediaries within sixty days of account opening or before remitting funds out of India, whichever is earlier. The circular directs DDPs, custodians, depositories, exchanges and KRAs to implement and notify their FPI clients.
Clarification on aspects related to day count convention for debt securities issued under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008
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Day count convention for debt securities clarified: Actual/Actual leap-year denominator and holiday payment scheduling maintained.
If a coupon payment date falls on a holiday, payment may be made on the next working day while the original coupon schedule remains unchanged; postponed payments do not alter subsequent scheduled coupon dates or accrual periods. For leap years where February 29 falls within the tenor, a 366-day denominator under the Actual/Actual day count convention applies for the whole one-year period regardless of coupon frequency. Interest and redemption payments must be made only on days when the money market is functioning in Mumbai.
Uploading of the existing clients' KYC details with Central KYC Records Registry (CKYCR) System by the registered intermediaries
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Central KYC Records Registry obligation: intermediaries must upload existing clients' KYC, exchanges must monitor compliance.
Registered intermediaries must upload existing individual clients' KYC to the Central KYC Records Registry using the CKYCR template and follow prescribed phased timelines; exchanges and depositories must notify participants, amend rules as needed, monitor compliance through half yearly audits and inspections, and report implementation status, with boards of asset managers, trustees and directors responsible for internal compliance.
Enhanced Standards for Credit Rating Agencies (CRAs)
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Enhanced Standards for Credit Rating Agencies: mandating disclosure, governance, standardized press releases and strengthened internal audit processes.
SEBI prescribes enhanced standards for Credit Rating Agencies requiring an Operations Manual with detailed rating criteria and processes, mandatory public disclosure and website publication of criteria and policy changes with hyperlinks to prior versions, standardized press releases and rating histories, rules for analyst accountability, defined rating committee governance and minutes, policies for issuer non-cooperation with specified press release content and labelling, and strengthened internal audit eligibility, rotation, scope and reporting with prescribed corrective-action reporting to SEBI.
Disclosures in case of listed insurance companies
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Disclosure formats for listed insurance companies require regulator-prescribed quarterly reporting and continued newspaper-format compliance under listing rules.
Insurers listed on stock exchanges must submit quarterly financial results and segment-wise reports in formats prescribed by the insurance regulator for specified quarters; newspaper publication formats remain governed by SEBI-prescribed formats with possible additional regulator-prescribed disclosures; other requirements of earlier SEBI circulars continue to apply.
Disclosure of financial information in offer document/placement memorandum for InvITs
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Financial disclosure requirements mandate comprehensive audited InvIT financials, projections, NDCF framework and detailed related party reporting.
Offer documents must present audited financial information for the last three completed financial years and any necessary interim period (or combined financial statements if InvIT history is insufficient), prepared under Ind AS and adjusted for prior period errors, accounting policy changes and auditor reported modifications. Required statements include balance sheet, profit and loss/income and expenditure, changes in unitholders' equity, cash flows, net assets at fair value, total returns at fair value, and specified notes; additional mandatory disclosures cover project wise cash flows, EPU, contingent liabilities, commitments, related party transactions, capitalisation, debt history, auditor reliance rules, NDCF framework, projections with auditor and manager certification, MDA, and combined statement principles.
Facilitating transaction in Mutual Fund schemes through the Stock Exchange Infrastructure
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Use of stock exchange infrastructure now permitted for RIAs to purchase and redeem mutual fund units for clients.
SEBI permits SEBI Registered Investment Advisors (RIAs) to use recognised stock exchange infrastructure to purchase and redeem mutual fund units directly from Mutual Funds/Asset Management Companies on behalf of their clients, including direct plans, while other provisions of the earlier circular for distributors remain unchanged and implementation follows existing exchange, clearing and depository protocols under the regulatory authority of Section 11(1).
Bullion as collateral
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Bullion collateral limits updated: exchanges may accept increased commodities collateral with non-bullion sub-limits and liquidation safeguards.
Regulation permits a higher share of a clearing member's liquid assets to be accepted as commodities collateral while maintaining a distinct cap on non-bullion collateral; exchanges must ensure timely liquidation mechanisms, may set concentration limits based on risk perception and liquidation capability, and must notify members and publish the change.
Exclusively listed companies of De-recognized/Non-operational/exited Stock Exchanges placed in the Dissemination Board (DB)
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Exit mechanism for exclusively listed companies requires promoter-funded buyback or preferential capital raise to secure investor exit.
ELCs on the Dissemination Board must either list on a nationwide exchange by raising capital through preferential allotment under ICDR-with designated exchanges granting in-principle approval and monitoring compliance and certain SAST thresholds exempted subject to promoter holding caps-or provide investor exit per Annexure-A, which mandates an independent valuer, valuer-determined acquisition at fair value, escrow-funded consideration, public announcement, specified offer and payment timelines, certification of compliance and removal from the DB upon satisfaction.
Investments by FPIs in Government securities
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FPI investment limits in government securities increased, with enhanced caps for long term investors and SDL allocations.
SEBI increases category-wise and aggregate upper limits for FPI investments in Central Government securities and State Development Loans, with higher caps for Long Term FPIs. Incremental limits and SDL allocations are available on tap from the stated dates. A separate note will address transfer of unutilized long-term limits to the general government debt category. Existing terms continue to apply, including security-wise limits, coupons permitted outside limits, and a minimum residual maturity requirement of three years. The circular is effective immediately under SEBI's statutory powers.
List of Commodities Notified under SCRA
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List of commodities notified under SCRA now governs commodity derivatives trading; exchanges must amend rules and notify members.
The Central Government, in consultation with SEBI, notified a Schedule of goods under clause (bc) of section 2 of the SCRA, bringing an extensive list of agricultural, industrial and energy commodities within SCRA coverage for commodity derivatives. Commodity derivatives traded on recognised exchanges shall be governed by the SCRA and associated rules. Exchanges must amend byelaws, notify members, publish on websites and report implementation status to SEBI.
Introduction of Options in Commodity Derivatives Market
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Options in commodity derivatives permitted, subject to SEBI approval and exchange amendments and compliance with disclosure requirements.
Commodity Derivatives Exchanges are permitted to introduce trading in options as a new derivative class to develop the market. Exchanges must obtain prior SEBI approval, amend relevant bye-laws, notify members and publish provisions on their websites, and report implementation status to SEBI. The circular is effective immediately and issued under Section 11(1) of the SEBI Act to promote market development and protect investor interests.
Broad Guidelines on Algorithmic Trading for National Commodity Derivatives Exchanges
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Algorithmic trading rules: exchanges must enforce system capacity, risk controls, order-to-trade penalties, audits and reporting.
Algorithmic trading-orders generated by automated execution logic-is subject to operational, risk-management and surveillance requirements. Exchanges must ensure system capacity and upgrades, classify and route algorithmic orders through member servers, prohibit strategies and access that harm price discovery or disadvantage members, and impose multi-layered order-level risk controls including limits on order types, price, size and position. Members need prior exchange approval, real-time monitoring, audit trails, empanelled system audits and unique order identifiers; exchanges must limit order rates, apply economic disincentives for excessive order-to-trade activity, detect dysfunctional algorithms and report metrics and incidents to the regulator.
Position Limits for Commodity Derivatives, clubbing of open positions, penalties for violation of position limits
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Position limits for commodity derivatives mandate client/member caps, clubbing rules, monitoring and value based penalties to protect market integrity.
Establishes position limits for commodity derivatives at client, member and exchange levels, with client numerical limits per commodity and member limits set as multiples of client limits or proportions of market wide open interest; prescribes aggregation and netting rules differing for agricultural and non agricultural contracts, near month limits for agricultural contracts, mandatory clubbing of linked positions subject to limited exemptions, real time monitoring, a value and duration based monetary penalty regime, exchange authority to square off excess positions and suspend persistent violators, and requirements for exchanges to amend rules, notify members and report implementation.
Revised Warehousing Norms in the Commodity Derivatives Market for Agricultural and Agri-processed Commodities Traded on the National Commodity Derivatives Exchanges
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Warehousing norms revised: enhanced accreditation, financial security and inspection standards to secure good delivery in commodity derivatives markets.
SEBI prescribes minimum exchange-level standards to ensure guarantee for settlement of trades including good delivery by accrediting WSPs, warehouses and assayers through transparent selection and renewal; imposing paid-up capital and net worth criteria, refundable security deposits and tiered Financial Security Deposits with prescribed asset forms and concentration limits; mandating insurance on replacement value; requiring SOPs, KYD, PAN disclosures, staff training and prohibition on trading by WSP management; and establishing periodic independent inspections, audit disclosure, cancellation and continuity procedures.
Sharing of Information in case of Declaration of Member as Defaulter in case of Multiple Membership
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Information sharing on defaulter members: automatic cross-exchange defaulter recognition and action against associated parties required.
When a member is declared a defaulter, the declaring Exchange/Clearing Corporation must immediately declare it a defaulter in all its segments and inform other Exchanges/Clearing Corporations of the member's identifying details; on receipt, those other Exchanges/Clearing Corporations must immediately declare the member a defaulter across their segments. Exchanges/Clearing Corporations must take appropriate action against associates of the defaulter, where associate covers control relationships, substantial shareholding, and overlapping directors or partners, with "control" as defined under takeover regulations.

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