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Circulars
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Non-compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard Operating Procedure for suspension and revocation of trading of specified securities
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Non-compliance with listing obligations triggers fines, trading suspension and freezing of promoter shareholding under prescribed SOP.
Non-compliance with specified periodic disclosure obligations under the Listing Regulations attracts a structured enforcement regime: recognized stock exchanges must impose a uniform fine schedule as first resort, publish names of non compliant entities, and where defaults are successive move scrips to a segregated trading category and suspend trading following notice procedures. Exchanges shall instruct depositories to freeze promoter and promoter group shareholding on continued default, permit phased limited trading on a trade for trade basis during suspension, and follow prescribed revocation and unfreezing timelines upon compliance and fine payment.
Format for financial results for listed entities which have listed their debt securities and/or non-cumulative redeemable preference shares
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Format for financial results: mandated uniform disclosure formats and review/audit report templates for listed debt issuers.
Prescribes uniform formats for periodic financial results of listed entities with listed debt securities and non cumulative redeemable preference shares: separate half yearly formats for companies other than banks and NBFCs, for banks and NBFCs, and an alternative functional classification format for eligible entities; limited review and audit report formats for non banking companies and banks/NBFCs; requirement to attach one of two audit opinion forms as applicable; stock exchanges to notify and disseminate formats; annexures include coverage ratio definitions and disclosure notes.
Format for statements/reports to be submitted to Stock Exchange (s) by listed entity which has listed its securitised debt instruments
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Disclosure requirements for securitised debt mandate monthly pool, tranche and loan-level reporting to stock exchanges.
Listed entities with listed securitised debt instruments must submit monthly statements/reports within seven days from month-end or actual payment date in SEBI-prescribed format. The format requires pool-level snapshots (collections, weighted averages, collection efficiency, reserve changes, excess spread, prepayments), a detailed waterfall of receipts and payments, tranche-level disclosures (ISIN, ratings, principal/interest factors, shortfalls, future cash flows) and loan-level data for top loans, including overdue status and credit enhancement balances. Exchanges must disseminate the format; effective December 1, 2015.
Timelines for Compliance with various provisions of Securities Laws by Commodity Derivatives Exchanges
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Deemed recognition under securities law requires commodity exchanges to meet stock exchange compliance and governance timelines.
Commodity derivatives exchanges are deemed to be recognized stock exchanges and must comply with SCRA and SECC Regulations within phased timelines. National exchanges have shorter compliance periods than regional exchanges for corporatization, demutualization, transfer of clearing and settlement to a separate clearing corporation, continuous compliance conditions, surveillance systems, networth and ownership requirements, governance norms, segregation of regulatory departments, committee constitution, compliance officer appointment, and disclosure and dematerialization obligations; exchanges must amend bylaws, notify members and report implementation to SEBI.
Investor Grievance Redressal System and Arbitration Mechanism
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Investor grievance redressal strengthening mandates commodity exchanges to set ISCs and standardize arbitration mechanisms nationwide.
Mandates strengthening investor redressal and arbitration frameworks at national commodity derivatives exchanges by requiring establishment of Investor Service Centres, constitution of Investor Grievances Redressal Committees, maintenance of a panel of arbitrators with a code of conduct, application of prescribed arbitration fees, implementation of awards for clients, creation of a common pool of arbitrators with automatic selection, monthly reporting on implementation, and necessary bye law amendments and investor awareness measures.
Annual System Audit, Business Continuity Plan(BCP) and Disaster Recovery (DR)
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Business Continuity Plan and Disaster Recovery obligations require exchanges to establish DR sites and report audit compliance to regulator.
Exchanges must conduct an Annual System Audit following the prescribed audit framework and communicate the Systems Audit Report and compliance status to the regulator. Exchanges must implement and document a Business Continuity Plan and Disaster Recovery arrangements-including Disaster Recovery and Near Site configuration, DR drills and testing-and submit the BCP/DR policy with a detailed implementation plan to the regulator. Exchanges should amend relevant bye-laws and report implementation status to ensure regulatory compliance.
Streamlining the Process of Public Issue of Equity Shares and Convertibles
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ASBA facility mandatory for public issues, expanding collection points and ensuring coordinated listing within six working days.
The circular mandates exclusive use of the ASBA facility for public issue applications and broadens authorised application collection points to include RTAs and DPs alongside SCSBs, syndicate members and registered brokers. Intermediaries must upload bid details to the electronic bidding system, acknowledge receipt, coordinate blocking of funds with SCSBs, and comply with specified timelines to ensure listing and commencement of trading within six working days from issue closure. Stock exchanges will validate bids, permit daily modifications, and provide application and allotment status alerts to investors.
Format for quarterly holding pattern, disclosure norms for corporate governance report and manner for compliance with two-way fungibility of Indian Depository Receipts (IDRs)
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Two way fungibility of IDRs required with prescribed procedures, disclosure of headroom, and structured conversion windows.
Listed issuers of IDRs must file a specified quarterly holding pattern disclosing distribution of IDR holders and underlying equity represented, and must disclose on their website. Issuers must provide comparative corporate governance analysis for home and other listing jurisdictions using SEBI formats. Two way fungibility between IDRs and underlying shares is required subject to available headroom and procedural rules governing timing, fungibility windows, proportional allocation, retail reservation, disclosure of headroom and conversion transactions, and cost limits for sale proceeds conversions.
Format for Voting Results
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Format for Voting Results: listed entities must submit specified voting-result format to exchanges within forty-eight hours after general meetings.
Listed entities must submit a prescribed Format for Voting Results to stock exchanges within forty-eight hours of a General Meeting. The format requires agenda-wise disclosure including meeting date; shareholder record counts; attendance (in person, by proxy, video conferencing) by promoter and public categories; promoter interest; resolution type; and detailed category and mode wise vote tabulation (e voting, poll, postal ballot where applicable) showing shares held, votes polled, votes in favour and against, and corresponding percentages, with category and total aggregates.
Format for Business Responsibility Report (BRR)
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Business Responsibility Reporting required in annual reports for listed entities, specifying ESG disclosure format and accountability.
SEBI requires listed entities to include a Business Responsibility Report in the annual report using the Board specified format, detailing ESG initiatives, governance for implementation, principle wise compliance aligned with the National Voluntary Guidelines, grievance and audit mechanisms, and publication hyperlinks. Entities with internationally framed sustainability reports may furnish those reports with a mapping to the nine Principles instead of preparing a separate BRR. Stock exchanges must disseminate the circular, which is issued under the Listing Regulations.
Disclosures in the Abridged Prospectus and Price Information of past issues handled by Merchant Bankers
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Abridged prospectus disclosure revised to standardise content and require merchant banker past-issue price reporting and filing.
The circular mandates a revised, streamlined abridged prospectus format consolidating issuer, issue, procedural, risk and financial summaries with specified word limits and structured sections, and requires merchant bankers to disclose past-issue price information in prescribed tables and summary statements; the formats replace an earlier circular, apply to issues opening from the notified effective date, and require filing of the abridged prospectus.
Risk management for Regional Commodity Derivatives Exchanges
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Risk management for regional commodity exchanges mandates standardized margin collection, approved collateral types and daily mark to market cash settlement.
Mandates risk management standards for Regional Commodity Derivatives Exchanges: maintain exposure free member deposits, levy minimum ordinary margins of 4%, and permit delivery period and additional margins based on evaluation. Ad hoc margins must be objective, non discriminatory and transparent. Ordinary margins are computed at individual client level across maturities, member margins aggregated across clients, with proprietary positions treated as client positions. All margins must be collected before the next trading day; insufficient collateral prevents position increases. Acceptable collateral is cash, pledged bank fixed deposits and bank guarantees. Daily cash mark to market settlement based on the Exchange's Daily Settlement Price is required.
Format of uniform Listing Agreement
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Uniform listing agreement requirement mandates issuers to execute a fresh agreement and comply with listing obligations.
A uniform listing agreement format is prescribed requiring issuers to execute the annexed agreement and comply with the Listing Obligations And Disclosure Requirements and applicable exchange rules, including payment of listing fees, ongoing disclosure of issuer information, and obtaining board or authorised committee approval. Prior listing agreements must be replaced within the prescribed period; novation preserves accrued rights and ongoing enquiries or actions, while the exchange retains discretion to admit, suspend or withdraw listings and to enforce compliance and levy penalties.
Review of the capacity planning framework of stock exchanges and clearing corporations
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Capacity planning requirements: maintain a 1.5x buffer on projected peak, monitor real time utilisation and escalate when thresholds hit.
The circular requires installed capacity to be 1.5 times projected peak load, with projected peak calculated for 60 days from per second peak trends of the past 180 days. All trading, clearing and settlement systems and technical components must be sized accordingly; action must follow if utilisation exceeds 75%. Real time monitoring, alerts and timely capacity enhancements are mandated. Exchanges and clearing corporations must amend rules and systems within three months, notify brokers and publish on their websites, and report implementation to the regulator.
Investments by FPIs in Government securities
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FPI investment limits in government securities increased, with a security-wise cap restricting fresh purchases and new maturity requirements.
Revised FPI caps in government debt are set in rupee terms with additional SDL capacity and a long term sub limit; incremental amounts will be made available by auction and on tap, while coupon reinvestment remains outside limits. A security wise cap on aggregate FPI holdings will place over limit securities in a negative investment category barring fresh purchases until holdings fall below the cap, with depositories publishing daily security wise holdings and the negative list. Long Term FPIs and reallocated long term capacity must invest only in central government securities and SDLs with a minimum residual maturity of three years.
Guidelines on overseas investments and other issues/clarifications for AIFs/VCFs
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Overseas investment limits for alternative funds increased, with prior SEBI approval and compliance with RBI/FEMA requirements.
SEBI permits VCFs and AIFs to invest in foreign companies with an Indian connection subject to quantitative overseas limits, prohibition on using joint ventures or wholly owned subsidiaries for such investments, and mandatory compliance with FEMA and RBI guidelines; proposals for overseas investments must be submitted to SEBI for prior approval and allocations will be managed on a first come, first served basis.
Comprehensive Risk Management Framework for National Commodity Derivatives Exchanges
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Risk management framework standardises margining, collateral and capital safeguards for national commodity derivatives exchanges.
The circular mandates a harmonised risk management framework for national commodity derivatives exchanges requiring specified categories of liquid assets with haircut and concentration limits, and real time valuation and liquidation arrangements. It prescribes a uniform margining regime: VaR based Initial Margin computed at client portfolio level, an Extreme Loss Margin on gross open positions, additional and pre expiry/delivery margins, daily cash mark to market settlement, upfront collection of IM and ELM from clients, and online real time deduction from clearing members' liquid assets.
Registration of Members of Commodity Derivatives Exchanges
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Registration of Commodity Derivatives Members now requires compliance with prescribed eligibility and application procedures under SEBI regulations.
Registration of commodity derivatives exchange members is required under the amended SEBI framework: existing members meeting exchange membership eligibility must apply to SEBI within the transitional window from September 28, 2015. Applicants must meet SCRR eligibility and Stock Broker Regulations registration conditions, file applications through their exchange in prescribed form with fees and additional information, and compute minimum net worth per the prescribed formula. Business related to underlying goods or incidental to derivatives trading is not disqualifying. Exchanges must notify members, amend bye-laws and report implementation to SEBI.
Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities
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Corporate governance compliance reporting: listed entities must file prescribed governance formats and place reports before their boards.
Regulatory direction requiring submission of corporate governance compliance reports by listed entities to recognised stock exchanges in prescribed formats. SEBI prescribes three annexures: Annexure I for quarterly reporting, Annexure II for end of year disclosures and annual affirmations, and Annexure III for submission within six months after the financial year end. The reports must include board and committee composition, meeting details, related party transaction disclosures and affirmations on compliance, and must be placed before the board; stock exchanges are to disseminate the formats and the circular specifies its operative commencement and issuing provisions.
Revised Disclosure Formats under SEBI (Prohibition of Insider Trading) Regulations, 2015
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Insider trading disclosure formats revised; exchanges must implement amended forms and notify listed companies promptly.
Revised Forms A-D standardise disclosures under the Prohibition of Insider Trading Regulations, requiring initial, appointment, continual and other connected person disclosures of securities holdings, transactions and derivatives positions. The formats specify security types, transaction modes, dates, open interest details, and a method for calculating options notional value. Stock exchanges must implement the formats immediately, amend relevant bye laws, issue guidelines, and circulate the requirements to listed companies.

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