Refund of excess electronic cash ledger: no time limit; unjust enrichment not required; deemed export refund tied to supplier return.
Refunds of excess balance in electronic cash ledger are not subject to the time limit in section 54(1) and do not require unjust enrichment certification. TDS/TCS credited to the electronic cash ledger is equivalent to cash and may be used or refunded as excess balance after discharge of dues. For supplies regarded as deemed exports, the relevant date for refund claims is the date the supplier furnishes the return relating to those supplies.

Dynamic QR code exemption where foreign recipient pays for India-supplied services via RBI-approved payment modes, including rupees where permitted.
Where an invoice is issued to a recipient located outside India for services whose place of supply is in India and payment is received by the supplier in convertible foreign exchange or in Indian rupees wherever permitted by the RBI, such invoice may be issued without a Dynamic QR Code because the recipient located outside India cannot use such a dynamic QR code for making payment.

Segregation and monitoring of collateral: implementation timeline extended, deferring remaining provisions until end of February 2022.
SEBI deferred the effective date for the remaining provisions of its July 20, 2021 circular on segregation and monitoring of collateral at client level: Paragraphs 4 and 5 remain effective from October 1, 2021, while the other provisions are postponed to late February 2022, and the revised timeline applies to recognized clearing corporations and recognized stock exchanges under SEBI's regulatory powers.

Disclosure of complaints requires exchanges, depositories and clearing corporations to publish monthly complaint data publicly by the seventh.
Recognized stock exchanges (excluding commodity derivatives exchanges), depositories and clearing corporations must disclose monthly complaint data on their websites by the seventh of the succeeding month in the Annexure A format, including sources, carried forward, received, resolved, pending with ageing, and average resolution time; these disclosures, effective January 1, 2022, are additional to existing SEBI requirements and require amendments to bye-laws and reporting of implementation via the Monthly Development Report.

Non-compliance with ICDR Regulations: stock exchanges may vary fines if investor interests remain protected and reasons are recorded.
SEBI prescribes fines and compliance mechanisms for breaches of the ICDR Regulations and inserts a provision permitting stock exchanges to deviate from the prescribed framework where investor interests are not adversely affected, subject to recording reasons in writing; exchanges must notify listed entities and publish the circular on their websites.

Listing eligibility via scheme of arrangement: procedural, disclosure and investor protection conditions for listing without an IPO.
The circular consolidates SEBI's requirements for schemes of arrangement and applications under sub-rule (7) of rule 19 of the SCRR: listed entities must file draft schemes with a designated stock exchange and provide supporting documents (valuation by a Registered Valuer, fairness opinion, audited financials, auditor's certificate, compliance and complaints reports, unpaid dues report), disclose material information on websites, and secure e voting by public shareholders in specified cases; stock exchanges must forward documents to SEBI, which will comment after receiving no-objection letters, and additional conditions govern listing of NCRPS/NCDs and lock-in and disclosure obligations where a listed company merges into an unlisted transferee.

Merchant bankers must publish Investor Charters and monthly complaint disclosures on their websites, category wise and consolidated.
SEBI requires all registered merchant bankers to publish on their websites an Investor Charter for each specified issuance and exit category and to disclose monthly, category wise and consolidated complaints data (per Annexure B) showing receipts, resolutions, pendency and average resolution time; Charters must state services, investor rights, procedural steps, timelines for each activity, grievance redressal contacts and escalation steps, and are supplemental to existing disclosure obligations.

Import of wireless equipment by TSPs permitted on self-declaration via Saralsanchar; Customs accept QR-verified certificates, cancellation for violations.
TSPs may import wireless equipment on the basis of self declaration via the Saralsanchar portal: submissions 30 days before port entry yield an immediate system generated certificate on payment of Rs. 500; submissions within 30 days require Rs. 5,000 and departmental authentication with issuance after 48 hours. Customs will accept and may QR verify these certificates; the facility is effective 15 November 2021. The certificate provides technical clearance only, is cancellable for violations or false declarations, and imports remain subject to DoT agreements, frequency assignments and WPC/WMO inspections.

Refund of excess electronic cash ledger: time limits and unjust enrichment certification not required; TDS/TCS credits refundable if unutilised.
The circular clarifies that the time limit in section 54(1) does not apply to refunds of excess electronic cash ledger balances; certification under Rule 89(2)(l)/(m) is not required as unjust enrichment is inapplicable; TDS/TCS credits in the electronic cash ledger are equivalent to cash, may be utilised from cash or credit ledger as chosen, and unutilised cash ledger balances are refundable under the proviso to section 54(1) read with section 49(6); for deemed exports, the relevant date for refund is the date the supplier's return relating to such deemed exports is furnished, applicable whether supplier or recipient files the claim.

Dynamic QR Code requirement relaxed where services billed to non resident recipients with RBI approved payments may omit QR.
Invoices issued to recipients located outside India for services whose place of supply is in India may be issued without a Dynamic QR Code where payment is received by the supplier through RBI approved modes, either in convertible foreign exchange or in Indian Rupees where permitted by the RBI, because the recipient located outside India cannot use the Dynamic QR Code.

Restriction on electronic credit ledger: debit may be disallowed where input tax credit is fraudulently availed or ineligible.
Rule 86A permits the Commissioner or an authorised officer, not below Assistant Commissioner, to disallow debit from the electronic credit ledger if there are reasons to believe-based on material evidence-that input tax credit has been fraudulently availed or is ineligible, on grounds such as invoices from non-existent suppliers, absence of receipt of goods or services, unpaid tax by supplier, claimant being non-existent, or lack of valid documents; the restriction must be proportionate, recorded in writing, communicated on the portal, and may be lifted on review.

Tariff rate quota allocation increased for raw sugar exports to USA, subject to existing TRQ conditions and reporting requirements.
An additional 303 MT of raw sugar has been allocated for export to the USA under the Tariff Rate Quota for fiscal year 2021, raising the total TRQ allocation to 8,727 MT. Exports under this TRQ are free but governed by the Nature of Restrictions in Notification No. 3/2015-20 and the reporting requirements of Public Notice No. 33/2015-20. Certificates of Origin, if required, will be issued by the Additional Director General of Foreign Trade, Mumbai, and other applicable certification requirements continue to apply.

Concentration norm for Category III AIFs now NAV-based, with passive breaches to be rectified within thirty days.
Category III AIFs may calculate the concentration norm for listed equity investments using the fund's NAV, defined as the sum of all securities values adjusted for mark to market gains/losses including cash and cash equivalents but excluding borrowed funds, with NAV measured on the business day before the investment. Passive breaches of the concentration limit must be remedied within 30 days. The amendment defines co investment by managers, sponsors or investors of Category I and II AIFs and requires investor co investments to be routed through a Co investment Portfolio Manager; custodian appointment is required where combined AIF corpus and co investment value exceed the regulatory threshold.

Related party transaction disclosures: detailed audit committee review and shareholder disclosure, plus periodic reporting to exchanges under SEBI requirements.
Listed entities must provide audit committees with details for approval of related party transactions, including type, material terms, related party identity and relationship, tenure, value, turnover percentage (consolidated and subsidiary standalone where applicable), and, for loans/advances/investments, source of funds, nature, cost and tenure of indebtedness, terms and security, purpose of funds, justification of interest to the entity, and any valuation or external reports; audit committees must annually review long term or recurring RPTs, and entities must disclose RPTs to shareholders and to stock exchanges semiannually in the prescribed format.

Restriction on electronic credit ledger debits to prevent fraudulently availed or ineligible input tax credit, with procedural safeguards.
Rule 86A permits the Commissioner or an authorised officer to disallow debit of amounts from the electronic credit ledger where there are reasons to believe input tax credit was fraudulently availed or is ineligible on specified grounds (non-existent suppliers, non-receipt of goods/services, tax not paid to Government, claimant non-existent, or absence of documents). The officer must objectively evaluate evidence, record written reasons, limit the blocked amount to the prima facie ineligible credit, notify the registered person on the portal, and may restore credit if satisfied of eligibility; the restriction is time-limited.

Tariff Rate Quota extension: deadline for India-Mauritius CECPA TRQ applications extended to end January, other modalities unchanged.
The Directorate General of Foreign Trade has amended condition (ii)(f) of Annexure III to Appendix 2A of Public Notice No. 31/2015 20, extending the last date for online submission of applications for allocation of Tariff Rate Quota (TRQ) under the India-Mauritius CECPA for the financial year 2021 22; all other modalities, including eligibility and allocation procedures for import authorization under the prior notices, remain unchanged.

De-activation of IECs not updated leads to automatic re-activation once holders update their IECs online.
IECs not electronically updated as required will be de-activated in a phased exercise, with IECs not updated after 1 January 2014 scheduled for de-activation from 6 December 2021; IECs with pending online updation applications will be excluded, and any de-activated IEC may be automatically re-activated by the holder completing the prescribed online update, after which status will be transmitted to customs systems.

Refund of excess electronic cash ledger balances clarified; time limits, certification, TDS/TCS treatment and deemed export relevant date specified.
The circular instructs uniform application: the time limit in section 54(1) does not apply to refunds of excess electronic cash ledger balances, and Rule 89(2)(l)/(m) certifications required for unjust enrichment are not needed for such refunds. TDS/TCS amounts credited to the electronic cash ledger are treated as cash deposits, usable at the registered person's option, and any unutilized balance is refundable under the proviso to section 54(1) read with section 49(6). For deemed exports, the relevant date for refund is the date the supplier files the return for those supplies.

Dynamic QR Code requirement: invoices to nonresident recipients for supplies with place of supply in India may be QR exempt when paid via RBI approved modes.
Where a supplier issues an invoice to a recipient located outside India for services whose place of supply is in India, such invoice may be issued without a Dynamic QR Code if payment is received by the supplier in convertible foreign exchange or in Indian rupees where permitted by the Reserve Bank of India, because a dynamic QR code cannot be used by the overseas recipient to make payment.

No Objection Certificate requirement now required for schemes of arrangement by listed entities, affecting filings and disclosures.
The addendum inserts a new requirement in Part I Para A 2(k): a No Objection Certificate (NOC) from lending scheduled commercial banks, financial institutions or debenture trustees must be included, and the amendment applies to all schemes filed with stock exchanges from the date of the circular; stock exchanges must notify listed companies and disseminate the circular.