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Circulars
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Disclosures to be made by NBFCs in the Offer Documents for public issue of Debt Securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
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Disclosure requirements for NBFC debt offers require group exposure, NPA reporting and sectoral portfolio transparency in offer documents.
NBFC offer documents for public debt issues must disclose aggregated exposure to top borrowers, details of loans overdue and classified as non performing per RBI norms, and identify any borrowers within the NBFC's defined Group with borrower name, exposure amount and percentage of total AUM; they must also present sectoral portfolio summaries, secured versus unsecured borrowing proportions, promoter holding changes beyond the RBI threshold, and borrower level classification as per the prescribed template.
Reporting requirement under Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standards (CRS)-Guidance Note
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FATCA and CRS reporting requirement: intermediaries must ensure guidance note dissemination and take necessary compliance steps.
Notification directs SEBI-registered intermediaries to follow the Department of Revenue Guidance Note on implementation of FATCA and CRS reporting under the Income Tax Rules, requires Stock Exchanges and Depositories to notify and disseminate the Guidance Note to Stock Brokers and Depository Participants, and states the circular is issued under the powers of Section 11(1) of the SEBI Act and is available on the SEBI website.
Continuous Disclosure Requirements for Listed Entities - Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Continuous disclosure obligations require listed entities to promptly report specified and material events to ensure investor transparency.
Continuous disclosure obligations require listed entities to timely disclose specified events and material information to stock exchanges. Events are divided into those mandatorily disclosed without a materiality test and those disclosed if material; detailed itemised particulars are prescribed for transactions such as acquisitions, restructurings, issuances and alterations of securities, board decisions, governance changes, frauds/defaults, restructuring, litigation, operational disruptions and regulatory licence actions. Overseas disclosures must be simultaneous domestically and an event is treated as occurred on board/shareholder approval or when the entity or an officer becomes aware.
Implementation of the Multilateral Competent Authority Agreement and Foreign Account Tax Compliance Act
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Automatic exchange of financial account information: intermediaries must perform due diligence and report specified accounts under new tax rules.
India's accession to the Multilateral Competent Authority Agreement and the FATCA agreement with the United States has led to amendments in tax law and the notification of rules and Form 61B obliging financial institutions to conduct due diligence and report specified information on reportable accounts to Indian tax authorities for exchange; intermediaries must ensure compliance and stock exchanges and depositories must notify and disseminate the requirements.
Monthly Report For Clearing Corporations
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Monthly reporting requirement for clearing corporations: mandatory submission of prescribed monthly report to SEBI within prescribed timeframe.
Clearing corporations must submit a Monthly Report to SEBI in the prescribed format within ten calendar days from month-end, replacing similar exchange reports. Annexure A requires detailed segment-wise clearing and settlement figures, top settlement shortages with member-level recurrence and remedial actions, margin and penalty collections (and transfers to IPF/SGF), securities lending metrics, core SGF corpus and investments, top clearing members by pay-in obligations, inspection statistics and governance disclosures including board and committee composition and implementation status of SEBI circulars.
Formats under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011(Regulations)
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Encumbrance disclosure requires promoters to report creation, invocation or release with specified details to exchanges and the target company.
Promoters and persons acting in concert must use the prescribed Annexure 1 template to disclose creation, invocation or release of encumbrances to stock exchanges and the target company, including target identity, listed exchanges, reporting date, promoter/PAC names, total and encumbered holdings, event particulars, post event encumbered holdings, event type and date, encumbrance type, reasons for encumbrance, entity in whose favour shares are encumbered, and authorised signatory details.
Policy for annulment of trades undertaken on stock exchanges
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Trade annulment policy: exchanges may annul or reset trades for material mistakes, with time-bound procedures and review.
Policy sets a uniform mechanism for trade annulment or price reset for trades arising from material mistakes or erroneous orders: exchanges may act suo motu or on broker request, require timely electronic submissions, deter frivolous requests, notify brokers, and decide expeditiously while considering market-wide effects. Decisions must be reasoned, published, and reviewable before payout via an independent oversight committee; exchanges must implement bylaws, with application fees credited to the Investor Protection Fund and penalties for erroneous orders.
Review of minimum contract size in equity derivatives segment
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Minimum contract size in equity derivatives revised with new lot size rules and semiannual reviews requiring advance market notice.
The circular raises the minimum contract size in the equity derivatives segment and prescribes a revised lot size framework: set lot sizes so contract value on review day falls within a specified band; stock derivatives to use specified multiples with minimum lot constraints and alternative smaller multiples where the minimum exceeds the band; index derivatives to use specified multiples with a minimum. Exchanges must harmonise lot sizes, review semiannually using one month average prices, give two weeks' notice for changes, apply higher revised sizes only to new contracts, and follow existing rules for corporate action adjustments.
Cyber Security and Cyber Resilience framework of Stock Exchanges, Clearing Corporation and Depositories
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Cyber security and cyber resilience obligations: market infrastructure institutions must implement controls to manage operational cyber risk and reporting.
Imposes a mandatory Cyber Security and Cyber Resilience framework on Stock Exchanges, Clearing Corporations and Depositories requiring Board approved policies to identify critical assets, assess cyber risks, apply protection/detection/response/recovery processes, designate a CISO, adopt recognised standards, conduct vulnerability assessments and penetration testing, implement access controls, encryption and monitoring, perform incident drills and forensic investigations, submit quarterly reports to the regulator, and ensure vendor and staff security, training and audit coverage.
Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism
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Offer for Sale retail cut-off bidding option mandated; two-day notice period to be reckoned from banking day.
The OFS framework is amended so that the T-2 notice period is to be reckoned from a banking day rather than a trading day, and sellers must offer retail investors the option to place bids at the cut-off price as well as price bids. Stock exchanges must implement necessary systems immediately, amend bye-laws and rules, and notify member brokers and publish the changes; all other OFS conditions in prior circulars remain unless modified.
Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014
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Share based employee benefits compliance requires detailed trust, committee, disclosure and filing protocols to protect beneficiaries.
SEBI's requirements for share based employee benefit schemes mandate that trust deeds specify trust particulars, trustee duties, beneficiaries, funding and dissolution; the Compensation Committee set detailed terms on quantum, eligibility, vesting, exercise, corporate action adjustments and long leave treatment; shareholder explanatory statements and stock exchange filings must disclose scheme description, total entitlements, pricing, vesting/exercise terms, implementation route, loan and accounting details; and annual and trust disclosures must report granular ESOS/ESPS/SAR/GEBS data, valuation method and risks.
Exchange Traded Cash Settled Interest Rate Futures (IRF) on 6 year, 10 year and 13 year Government of India (GoI) Security
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Interest rate futures on 6-, 10- and 13-year GoI securities allowed, cash-settled with defined contract specs and risk controls.
Permits cash-settled Interest Rate Futures on 6-, 10- and 13-year GoI securities with two underlying options: an actual GoI security meeting residual maturity bands or a notional coupon-bearing basket; exchanges must disclose selection and weighting criteria. Contract specifications set size, quotation, tenure, settlement in INR, daily and final settlement calculations using NDS-OM volume-weighted prices or FIMMDA references, and permit three monthly plus up to three quarterly contracts. Detailed position limits, price bands, and a clearing corporation risk framework (99% one-day VaR, extreme loss and calendar spread margins) are mandated, with pre-launch SEBI approval required.
Clarification on grant of registration as a Foreign Portfolio Investor (FPI) to Registered Foreign Venture Capital Investors (FVCI).
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Registration of FVCIs as FPIs permitted subject to segregation, separate custody accounts, distinct reporting and no opaque structures.
A registered FVCI may be granted registration as an FPI only if it satisfies FPI eligibility criteria and implements clear segregation of funds and securities between registrations, maintains separate custodian accounts (permitting the same custodian), ensures distinct reporting for each registration, complies with all conditions and investment restrictions applicable to FPIs, and does not have opaque structures as defined under the FPI Regulations.
Database for Distinctive Number (DN) of Shares
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Distinctive number database requirement ensures centralised share records and reconciled issued capital across market participants in real time.
Creation of a Distinctive Number (DN) database is mandated to centralise records of all equity shares, physical and dematerialised, issued by listed companies and to facilitate reconciliation of total issued and listed capital. Depositories must build and maintain the DN database and provide online interfaces; stock exchanges must supply and validate company share totals and update DN entries upon listing approvals; issuers/RTAs must continuously update DN data and reconcile mismatches; depository participants must verify DNs during dematerialisation. Non-compliance attracts action under extant laws.
Master Circular for Stock Exchange and Clearing Corporation
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Master Circular consolidates SEBI circulars for stock exchanges and clearing corporations, standardising trading, settlement, risk and governance.
A Master Circular compiles SEBI circulars applicable to stock exchanges and clearing corporations into thematic chapters-trading, technology, settlement, risk management, exchange-traded derivatives, administration, and depository connectivity-and supersedes the prior master circular, serving as the single reference of regulatory instructions for those operational domains.
Revision of Activity Schedule of Auction Session
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Auction session settlement timing revised to allow clearing corporations flexibility to conduct settlement on or before the next scheduled day.
The circular permits Clearing Corporations discretion to schedule settlement of auction trades on or before the previously prescribed close-out day to accelerate delivery; it preserves the auction/close-out sequencing and leaves other provisions unchanged. Recognized Stock Exchanges, Clearing Corporations and Depositories must update systems, amend bye-laws, notify members and intimate SEBI. The circular is issued under Section 11(1) of the SEBI Act read with Section 10 of the Securities Contracts (Regulation) Act to protect investors and regulate the securities market.
Co-location / proximity hosting facility offered by stock exchanges
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Co-location access rules require fair, equal-latency hosting, transparency, security safeguards and mandatory implementation timelines.
Stock exchanges must offer co-location/proximity hosting in a fair, transparent and equitable manner, ensure similar latency for all users, provide sufficient and flexible rack space, decide requests within fifteen working days with written reasons for rejections, allow data feeds and order routing to other recognised exchanges, publish facility descriptions, fees and quarterly latency reports, identify and disseminate statistics on orders/trades from co-located servers, implement security and access controls preventing unauthorized access and prohibiting broker/vendor personnel access to exchange trading platforms and databases, and amend bye-laws and report implementation within three months.
Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015
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Insider trading disclosures: companies must publish fair disclosure and conduct codes and confirm them to exchanges.
Companies must adopt and publish a Code of Practices for fair disclosure of Unpublished Price Sensitive Information (UPSI) and a Code of Conduct, confirm both to stock exchanges immediately, maintain disclosure formats under regulation 6 in physical or electronic form, and deal only with intermediaries who have compliant codes; stock exchanges must implement systems, amend bye-laws, and disseminate these requirements.
Master Circular for Depositories
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Master Circular for Depositories: consolidates KYC rules, BSDA, DIS controls, CAS, BCP/DR and PFMI compliance.
Master Circular compiles SEBI directives to 31 March 2015 and prescribes operational and compliance standards for depositories, DPs, issuers and BOs: PAN as primary ID with listed PoI/PoA, mandatory KYC and account opening controls; eligibility, charges and service rules for BSDA; standardized and monitored DIS issuance, scanning and processing; transmission timelines (7 days for demat), ISIN activation/freeze rules for new issues; Consolidated Account Statement (CAS) processes; T+2 settlement schedule; and institutional requirements for PFMIs, annual System Audit, BCP/DR, IT governance, risk management and DP inspection framework.
Product Labeling in Mutual Funds
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Mutual fund product labeling now uses a five-level Riskometer replacing colour codes, effective July 1, 2015.
SEBI requires mutual funds to adopt product labeling using a five-level Riskometer (Low; Moderately Low; Moderate; Moderately High; High) replacing colour codes, to be applied to all existing and new schemes per AMFI best practices, effective July 1, 2015, with optional early adoption.

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