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Circulars
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Know Your Client Requirements - Clarification on voluntary adaptation of Aadhaar based e-KYC process
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Aadhaar e-KYC: voluntary biometric or OTP verification allowed for client onboarding, with PAN verification and KRA upload required.
Aadhaar e-KYC is voluntary; intermediaries using KYC Service Agencies must register as KYC User Agencies. Clients may provide name, Aadhaar number and PAN electronically; intermediaries shall validate Aadhaar via biometric authentication (or OTP for certain mutual fund cases) and verify PAN from the income tax website. UIDAI-supplied KYC data is sufficient for KYC verification and must be uploaded to the KRA. Discrepancies in name or unclear Aadhaar photographs trigger additional due diligence and documentary records. AML, PMLA and SEBI KYC obligations continue to apply.
Clarification Circular on Streamlining the Process of Public Issue of Equity Shares and Convertibles
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Streamlining public issue processing: enhanced bid validation, coordinated fund blocking and fixed timelines for publishing basis of allotment.
Clarification directs stock exchanges to validate electronic bids with depository records during the bidding period and notify intermediaries of inconsistencies for correction. Syndicate members, brokers, DPs and registrars may forward daily physical applications to designated SCSB branches for fund blocking for small value applications, following the November 10, 2015 schedule. Exchanges will share electronic bid files for small applications with registrars and SCSBs to enable daily blocking, and SCSBs must block funds based on the final electronic bid file provided by the registrar. Working days exclude Sundays and bank holidays; timelines for basis of allotment publication are prescribed.
Revised Position Limits for Currency Derivatives Contracts
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Enhanced position limits for bank stock brokers authorised by RBI permit larger gross open positions in USD INR currency derivatives.
Revised regulatory limits allow authorised bank stock brokers to maintain larger gross open positions in USD INR currency derivatives than other brokers: non authorised participants are subject to a percentage cap of total open interest or a baseline dollar threshold, while RBI authorised bank stock brokers may operate under an enhanced baseline threshold; RBI will notify SEBI and exchanges of eligible bank stock brokers; other prior conditions remain unchanged and exchanges must update rules, systems, notifications and report implementation to SEBI.
Reduction in Daily Price Limits& Near month Position Limits for Agricultural Commodity Derivatives and Suspension of Forward Segment
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Daily Price Limits reduced for agricultural derivatives to curb speculation, with near month limits tightened and forward trades suspended.
Daily Price Limits for agricultural commodity derivatives are restructured into Initial and Enhanced slabs with a uniform total DPL of 4% (specified commodities: 2% initial + 2% enhanced; others: 3% initial + 1% enhanced), trading remaining within the initial slab for 15 minutes before enhancement; norms apply on all trading days from February 1, 2016. Near month position limits are reduced from 50% to 25% for contracts expiring March 2016 onwards. Entry into fresh forward contracts is suspended while existing forward contracts may be settled. Exchanges must amend rules, notify members, publish the changes, and report implementation.
Mandatory requirements / Exit Policy for Commodity Derivatives Exchanges
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Exit policy for commodity exchanges mandates exit after prolonged suspension and resumption only with prior regulatory approval.
Exchanges with prolonged suspension of trading or persistent failure to meet turnover or market share criteria shall be liable to exit; resumption requires restoration of adequate trading, clearing, surveillance and risk management systems and prior SEBI approval. On de recognition, assets cannot be alienated without SEBI approval, a SEBI appointed valuation will determine distributable assets after statutory dues, transfer of investor protection funds to SEBI, payment of regulatory and broker registration fees, recovery of broker dues from deposits or proceeds, and provision for pending claims and contingent liabilities.
Procedures for ensuring compliance with Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (SECC Regulations) by Listed Stock Exchanges
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Public shareholding compliance requires monitoring, prior approvals and freezing measures to enforce ownership limits for listed exchanges.
Prescribes mechanisms to maintain public shareholding and enforce ownership limits for listed stock exchanges: continuous category-wise disclosure, depository systems to capture and monitor demat holdings of trading members and related parties, daily monitoring and alerting on threshold breaches, prior approval requirements for acquisitions approaching limits, and freezing of voting rights and corporate benefits until divestment through a special exchange window.
Revised Contents of Application-Cum-Bidding Form and Manner of disclosure
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Application cum bidding form standardization: mandated ASBA payment fields, investor identifiers and retail cut off rules in public issue forms.
The circular standardizes the Application Cum Bidding Form and disclosure for ASBA based public issues: A4 booklet format with colored identifiers for resident/non resident forms; eight digit application number; intermediary stamps; applicant details including PAN and a 16 digit depository account field; investor category/status; bid option table with cut off rules limited to retail bidders; ASBA payment fields with bank account and amount blocked; applicant confirmations, signatures and SCSB authorization; and acknowledgement slips reflecting upload and payment blocking.
Investment by Gold ETFs in Gold Monetisation Scheme of Banks
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Gold Monetisation Scheme designation permits Gold ETF investment subject to a cumulative AUM cap and legacy GDS maturities.
The Gold Monetisation Scheme is designated as a gold related instrument and Gold ETFs may invest in it subject to the same conditions previously applicable to the Gold Deposit Scheme. Cumulative investment by a Gold ETF in the Gold Deposit Scheme and the Gold Monetisation Scheme must not exceed 20% of the scheme's total assets under management. Existing Gold Deposit Scheme investments may run to maturity unless withdrawn prematurely.
Procedure to deal with cases prior to April 01, 2014 involving offer / allotment of securities to more than 49 up to 200 investors in a financial year.
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Private placement threshold: companies must offer investor refund option with interest and verified documentation to avoid penal action.
Companies that issued securities before April 01, 2014 to more than forty-nine but up to two hundred persons may avoid penal action by offering affected investors the option to surrender securities for a refund not less than the subscription money paid plus interest or any higher promised return; refunds must be effected through banking channels, supported by proof of dispatch/delivery of offer letters, extendable to current holders on transfer, allow adjustment of prior interest/dividend payments, and be certified by an independent peer reviewed practicing Chartered Accountant after documentary verification.
Facility for Basic Services Demat Account (BSDA)
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Basic Services Demat Account conversion made default for eligible demat holders unless they opt to retain regular accounts.
The circular requires Depository Participants to convert eligible individual demat accounts into Basic Services Demat Account (BSDA) by assessing eligibility at the end of the billing cycle, unless the Beneficial Owner explicitly opts to retain a regular demat account; depositories must amend rules and report DP compliance monthly.
Testing of software used in or related to Trading and Risk Management
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Software testing requirements for trading and risk management mandate exchanges to enforce testing, approval, and reporting obligations.
SEBI requires National Commodity Derivatives Exchanges to implement mandatory software testing and related controls for trading and risk management systems used by members, including testing procedures, approval of member software, member undertakings, sharing of API specifications, and penalties for software malfunction; Exchanges must amend bye laws/rules and report implementation status to SEBI.
Outsourcing by Depositories
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Outsourcing restrictions for depositories require a Board approved policy, non outsourcing of core functions, and stringent risk controls.
Depositories must adopt a Board approved outsourcing policy consistent with SEBI principles, refrain from outsourcing specified core activities and core IT infrastructure to the extent possible, perform due diligence when engaging third parties, permit downstream subcontracting only with prior depository consent and contractual safeguards, undertake risk impact analysis with mitigation (including backup/restoration), implement monitoring and automation for real time oversight, and make the outsourcing policy the basis for system audits while amending bylaws and publicly disseminating the provisions.
Review of Annual Custody / Issuer Charges
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Annual custody fee revision expands revenue sharing and funds DP incentives to promote BSDA uptake and inclusion.
Revision of the annual custody fee increases per-folio charges with tiered minimums while retaining the existing folio calculation methodology and excluding temporary ISINs; depositories must set aside 20% of incremental issuer revenue to fund annual DP incentives, comprising a per-new-BSDA opening payment for accounts opened outside the top 15 cities that record at least one credit during the year and a per-folio per-ISIN holding payment for BSDA positions, with any surplus usable for broader financial inclusion and investor education measures, effective from financial year 2015-16.
Monthly Development Report for Commodity Derivative Exchanges
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Regulatory filing requirement: commodity derivative exchanges must submit monthly development reports within the first week of the following month.
Commodity Derivative Exchanges must submit a Monthly Development Report in the prescribed format (Annexure A) from April 2015 and ensure the report reaches the regulator by the seventh day of the succeeding month. The filing is a standing regulatory obligation and is issued under the authority of Section 11(1) of the Securities and Exchange Board of India Act, 1992 to further investor protection and the development and regulation of the securities market.
Introduction of system-driven disclosures in securities market
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System-driven disclosures require automated promoter shareholding tagging and daily reporting, with RTAs aggregating holdings for exchange dissemination.
A system-driven disclosure framework requires listed companies, through RTAs, to provide authenticated promoter/promoter group information including PANs or account numbers so depositories can tag dematerialised accounts at the ISIN level; depositories will send daily end-of-day holdings to RTAs, which must aggregate dematerialised and physical holdings, apply regulatory thresholds, generate reports and provide them to Stock Exchanges for dissemination, with RTAs reconciling system-generated disclosures against promoter filings to detect and rectify discrepancies.
Issue of No Objection Certificate for release of 1% of issue amount
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Security deposit requirement aligned to issuance regulations; NOC process for release by designated exchange is modified.
Issuer companies must deposit a security deposit with the designated stock exchange for specified issuances and follow SEBI's procedure for issuance of a No Objection Certificate to permit release. Effective December 1, 2015, references to the Listing Agreement are replaced by specific issuance regulations (Issue of Capital and Disclosure Requirements 2009; Issue and Listing of Debt Securities 2008; Issue and Listing of Non-Convertible Redeemable Preference Shares 2013; Public Offer and Listing of Securitised Debt Instruments 2008), and the words "Listing Agreement" are deleted where specified.
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: procedural conditions and disclosure required for listing via SEBI relaxation under sub-rule (7) of SCRR.
SEBI prescribes procedural, eligibility, disclosure and compliance requirements for listed entities undertaking Schemes of Arrangement and for unlisted transferee entities seeking listing by way of relaxation under sub-rule (7) of the Securities Contracts (Regulation) Rules. Key conditions include allotment to holders of the listed transferor under a court-sanctioned scheme, minimum public shareholding post-scheme, prohibition on share issues outside the scheme, valuation and auditor reports, stock exchange observation, complaints reporting and specified voting, lock-in and post-sanction listing timelines.
Formats for publishing financial results
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Formats for publishing financial results require standardized disclosure and uniform reporting by listed entities, ensuring comparability and Ind AS compliance.
The circular mandates standardized formats for publishing quarterly and annual financial results for listed entities, specifying separate annexures for companies other than banks, banks, and entities using an alternative functional expense classification, and prescribes segmental disclosures, half yearly assets and liabilities statements, newspaper publication extracts, and auditor report templates; it requires adherence to applicable Accounting Standards, Schedule III classifications, Ind AS comparative compliance, and filing of Form A/Form B for audit opinions.
Manner of achieving minimum public shareholding
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Minimum public shareholding compliance: listed entities must use specified methods to attain and maintain required public float.
Listed entities must achieve prescribed minimum public shareholding by adopting specified methods including issuance to public, offer for sale by promoters, secondary market sale by promoters, Institutional Placement Programme, rights issues and bonus issues with promoters forgoing entitlements, or other SEBI approved methods on a case by case basis; stock exchanges must notify listed entities and publish the circular, and SEBI will consider alternate proposals and communicate decisions within thirty days.
Disclosure of holding of specified securities and Holding of specified securities in dematerialized form
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Disclosure rules require category wise shareholding reporting and dematerialisation thresholds for promoters and public holders.
Listed entities must classify holdings into Promoter and Promoter Group, Public, and Non Promoter Non Public, consolidate promoter holdings by PAN, disclose holders 1%, allocate shares underlying depository receipts by specified conditions, compute public and promoter percentages using A+B+C2 as denominator, ensure 100% promoter dematerialization subject to narrow exemptions, and achieve at least 50% dematerialization of non promoter holdings; prescribed disclosure formats and data provision by depositories and stock exchanges are mandated.

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