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Circulars
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Amendments to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Equity Listing Agreement
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Prohibition on acquisition of securities from secondary market bars employee benefit schemes from buying issuer shares and mandates compliance.
Prohibition on acquisition of securities from the secondary market is imposed for employee benefit schemes; all such schemes must comply with the SEBI ESOS/ESPS Guidelines and listing conditions have been amended to require issuers to align pre-existing schemes with those Guidelines. Companies with schemes outside the Guidelines must report scheme details to stock exchanges in the prescribed format and publish the information, and take steps to bring existing schemes into conformity. The ESOS/ESPS Guidelines are amended to state that no ESOS/ESPS shall involve acquisition of securities from the secondary market.
Rationalisation process for obtaining PAN by Investors
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PAN verification online permitted when intermediaries accept alternate proof of identity, easing investor onboarding and compliance.
Intermediaries may verify investors' PAN electronically at the Income Tax website without requiring the original PAN card, provided the investor presents an alternative document serving as Proof of Identity; this operational flexibility applies to exchanges, brokers, depository participants, mutual funds, KRAs, AIFs and CIS and is issued under Section 11(1) to promote investor protection and regulatory compliance.
Clarification on Clause 36 of the Equity Listing Agreement
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Price sensitive information must be disclosed to stock exchanges first to prevent selective disclosures to trade bodies and false markets.
Under Clause 36 of the Listing Agreement, all events or material information that could affect company performance or be price sensitive must be disclosed to stock exchanges immediately and before disclosure to other parties; the circular addresses instances of companies sharing monthly sales/production figures with trade bodies without informing exchanges and directs exchanges to ensure compliance and provide or request further information as needed.
Application Supported by Blocked Amount (ASBA) facility in public/ rights issue
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ASBA facility requirements: banks must use a separate demarcated account with another SCSB for self applications.
Banks applying on their own account through ASBA must not use an account held with themselves; SCSBs must maintain a separate account in their own name with another registered SCSB exclusively for ASBA public-issue applications, with clearly demarcated funds. Other circular provisions remain unchanged and the clarification is immediately applicable under the regulator's statutory powers.
Debt Allocation Mechanism for FII
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Debt re-investment cap: annual reinvestment limited to half of prior year-end debt holdings, with transitional relief for new entrants.
SEBI prescribes a uniform mechanism for FII debt re-investment: FIIs holding debt as of the prior December 31 follow the November 07, 2012 rule permitting annual reinvestment up to fifty percent of prior year-end debt holdings; FIIs that acquired debt limits after January 03, 2012 are granted a cumulative reinvestment facility for calendar year 2013 equal to fifty percent of their maximum debt holding during 2013. Reinvestment periods remain five working days for Government Debt and fifteen working days for Corporate Debt.
Requirement of Base Minimum Capital for Stock Broker and Trading Member
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Base Minimum Capital requirement mandates profile-based deposits for brokers and trading members to address operational trading risks.
SEBI realigns Base Minimum Capital requirements for stock brokers and trading members by prescribing profile-based BMC deposit levels distinguishing proprietary trading, client-only trading, mixed activity, and algorithmic trading. BMC is newly required for derivative trading members; deposits are non-additive across segments and reduced to forty percent for exchanges without nation-wide terminals. No exposure shall be granted against BMC; at least fifty percent must be cash or cash equivalents. Exchanges must amend bye-laws, notify members, report implementation, and may prescribe higher deposits based on risk perception.
Establishment of Connectivity with both depositories NSDL and CDSL – Companies eligible for shifting from Trade for Trade Settlement (TFTS) to Normal Rolling Settlement
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Dematerialisation threshold enables shift from Trade For Trade to Normal Rolling Settlement upon required demat certification.
Companies with connectivity to both depositories may be shifted from Trade for Trade Settlement to Normal Rolling Settlement provided at least 50% of other-than-promoter holdings are dematerialised and a certificate from the Registrar and Transfer Agent (or a practising Company Secretary/Chartered Accountant where no separate RTA exists) is submitted; exchanges must ensure no other grounds for continued TFTS exist and report actions in their Monthly/Quarterly Development Reports.
Procedural norms on Recognitions, Ownership and Governance for Stock Exchanges and Clearing Corporations.
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Recognition and governance norms require exchanges and clearing corporations to meet fit and proper, ownership and appointment standards.
The circular prescribes procedural requirements for recognition, ownership and governance of stock exchanges and clearing corporations under SECC Regulations: applicants must demonstrate compliance with statutory and regulatory criteria, submit detailed documentation including business plans and fit-and-proper information, and satisfy SEBI on appointment of key department heads before final approval; ownership beyond prescribed thresholds requires prior approval with detailed disclosures and ongoing monitoring; governance rules cover director and management appointments, public interest director criteria, committee composition and reporting, segregation of regulatory departments, conflict management, and a prescribed compensation policy with deferral, malus and clawback provisions.
Pre-trade Risk Controls
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Pre-trade risk controls tighten order checks and dynamic price bands to prevent aberrant trades and require broker risk-reduction.
SEBI mandates a framework of pre-trade risk controls for stocks, ETFs, index and stock futures requiring exchanges to block single orders above a prescribed value, ensure brokers apply client-level value/quantity checks and cumulative open order value limits, and monitor broker controls with penalties for non-compliance. Exchanges must implement tightened dynamic price bands for securities with derivatives and allow staged relaxation during market trends. A mandatory risk-reduction mode triggers when broker collateral utilization against margins reaches a high threshold, cancelling unexecuted orders, permitting only immediate-or-cancel orders, enforcing margin checks, and reinstating normal mode when utilization falls below the threshold.
Oversight of Members (Stock Brokers/Trading Members/Clearing Members of any segment of Stock Exchanges/Clearing Corporations)
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Annual inspection policy for exchanges to address member risks and mandate information sharing to strengthen market supervision.
SEBI directs exchanges and clearing corporations to formulate, in consultation with SEBI, a policy for annual inspection of members covering risks from members' activities, to conduct inspections and follow-up action under that policy, and to establish information sharing among exchanges for members with multiple memberships to improve supervision.
Rajiv Gandhi Equity Savings Scheme, 2012
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Rajiv Gandhi Equity Savings Scheme provides a tax deduction for new retail investors investing up to Rs. 50,000 in eligible equities.
The Rajiv Gandhi Equity Savings Scheme, 2012 provides a tax deduction under section 80CCG for qualifying new retail investors with gross total income up to ten lakh rupees who invest up to fifty thousand rupees in eligible securities. It requires designation of a demat account, submission of Form A and PAN, automatic one-year fixed lock-in on designated securities (unless excluded by Form B), a subsequent two-year flexible lock-in with 270-day compliance requirements each year, and reporting and certification obligations for depositories, depository participants, stock exchanges and mutual funds.
Inventory Management for Market Makers of SME Exchange/Platform
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Market maker inventory limits for SME platforms set with buy-side exemptions, re-entry rules and mandatory quoting obligations enforced.
SEBI prescribes upper-side inventory limits and operational rules for market makers on SME exchanges, including buy-quote exemption and re-entry thresholds that include a mandatory initial inventory of five percent of the issue; exemptions are unavailable for the first three months, only exchange-acquired shares count toward thresholds, two-way quoting is required until the upper threshold is reached and must resume at re-entry, no downside exemption applies, and exchanges must amend bye-laws, publish the circular, and report implementation to SEBI.
Review of the Securities Lending and Borrowing (SLB) Framework
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SLB roll-over facility allows extension of lending and borrowing; liquid index ETFs added under defined liquidity criteria.
A roll-over facility is introduced into the SLB framework allowing lenders and borrowers to extend positions within the same SLB session, prohibiting netting between a client's borrowed and lent positions and limiting roll-overs to the original contract plus two rollovers. Liquid Index ETFs are made eligible for SLB subject to liquidity criteria-trading frequency and impact cost-and ETF position limits are to be based on assets under management; exchanges and depositories must implement systems and amend rules accordingly.
Mini derivative (Futures & Options) contract on Index (Sensex & Nifty)
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Discontinuation of mini index derivatives: fresh contracts prohibited while existing series may trade until expiry with market notice.
SEBI directs the discontinue of mini derivative contracts on Index (Sensex and Nifty) by prohibiting issuance of fresh mini derivative contracts; existing unexpired contracts may trade until expiry and new strikes may be introduced in existing contract months. Exchanges must give due market notice and take necessary action to implement the directive. The circular invokes the Board's regulatory powers to protect investor interests and regulate the securities market.
Circular on Mutual Funds
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Credit of exit load to scheme: exit loads must be credited to the scheme, altering scheme accounting and disclosure practices.
Regulatory amendments modify mutual fund prudential limits, expense treatment, valuation and disclosure. Sectoral exposure for debt schemes remains capped at 30% of net assets, with an additional up to 10% allowance solely for NHB-registered, AA-rated HFCs subject to an overall HFC exposure cap. Brokerage and transaction costs for trade execution may be capitalised within prescribed per-transaction caps and otherwise charged only within the TER; excess costs must be borne by the AMC, trustee or sponsor. NAV must be calculated and published daily; half-yearly unaudited results must be hosted and advertised; and exit loads charged after commencement must be credited to the scheme.
Participation of mutual funds in Credit Default Swaps (CDS) Market as Users (“Protection Buyers”) and in repo, in corporate debt securities
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Credit default swap participation limited to protection buyers to hedge mutual fund corporate bond risk, with exposure and disclosure conditions.
Mutual funds may participate in CDS only as protection buyers to hedge credit risk on corporate bonds held in Fixed Maturity Plans with tenor over one year; they must buy protection from RBI approved market makers under Master Agreements, limit single counterparty exposure to 10% of scheme net assets, keep cumulative gross exposure (CDS, equity, debt, derivatives) within 100% of net assets, cap total derivative premiums at 20% of net assets, adopt a board and trustee approved written CDS policy with annual review, and make prescribed scheme and scheme wise disclosures in SID, monthly and half yearly reports and annual accounts.
Arbitration Mechanism in Stock Exchanges
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Arbitration deposit exemption for small investor claims shifts deposit burden to exchanges and mandates immediate implementation and reporting.
Clients with claims or counterclaims up to the prescribed small-claim threshold who file an arbitration reference shall be exempt from the deposit; related expenses will be borne by the stock exchanges. Stock exchanges must amend bye-laws immediately, notify members and publish the change, report implementation to SEBI in Monthly Development Reports, and will be subject to SEBI inspection for compliance; the circular is effective immediately under SEBI's regulatory powers.
Debt Allocation Mechanism For FII
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FII debt reinvestment limits now capped annually, with defined utilization windows and auction trigger, and SEBI oversight enforced.
SEBI amends the FII debt allocation framework to allow annual reinvestment up to fifty percent of prior year debt holdings, imposes utilisation windows of thirty days for government debt and sixty days for corporate debt allocated by bidding, and permits FIIs to avail corporate long term infrastructure limits without prior SEBI approval until overall FII investment reaches ninety percent, after which remaining limits will be auctioned; SEBI will monitor utilisation.
Establishment of Connectivity with both depositories NSDL and CDSL – Companies eligible for shifting from Trade for Trade Settlement (TFTS) to normal Rolling Settlement
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Dematerialisation eligibility enables shift from trade for trade to rolling settlement if demat threshold and no continuation grounds met.
Securities of companies with connectivity to both depositories may be shifted from Trade for Trade Settlement to Rolling Settlement if at least half of non promoter holdings are in dematerialised form, evidenced by a certificate from the Registrar and Transfer Agent or, where no separate RTA exists, from a practicing company secretary or chartered accountant, and provided there are no other grounds for continuation of Trade for Trade Settlement; exchanges must report actions taken in development reports.
Change of Name in the Beneficial Owner (BO) Account
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Change of name in BO account allowed with prescribed proof; DPs must verify, retain records and maintain an audit trail.
Change of name in an individual Beneficial Owner account is allowed subject to prescribed documents: for marriage, a marriage certificate, passport showing spouse's name, or official gazette publication; for other name changes and change of father's name, publication in the official gazette. Depository Participants must collect self attested copies, verify them against originals, and retain the copies. Depositories must implement the provisions within three months, maintain an audit trail of name changes, amend relevant bye laws and operating instructions, and notify DPs and publish the circular on their websites.

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