Special Rights equity shares: governance, voting limits and mandatory conversion rules clarified for listed entities.
Amendments require enhanced independent director representation where SR equity shares are outstanding: at least half the board, a wholly independent audit committee, two thirds composition for nomination and remuneration, stakeholders relationship and risk management committees. SR shares are economically at par with ordinary shares but face voting limitations, a cap on total SR voting rights post-listing, treatment as ordinary equity for specific matters, conversion to ordinary voting shares on the fifth anniversary with possible extension, and compulsory conversion upon enumerated corporate events.

Voting rights conversion exemption: conversion-driven voting increases do not trigger open offer obligations absent acquisition of control.
The amendment exempts increases in a shareholder's voting rights beyond takeover thresholds caused solely by conversion of superior voting shares into ordinary shares, absent acquisition of control, from the open offer obligation; expands the definition of encumbrance to cover restrictions on marketable title, pledge, lien, negative lien, non-disposal undertakings and any covenant or arrangement in the nature of encumbrance; and requires promoters to annually declare, within seven working days after year-end, to listed stock exchanges and the audit committee that no undisclosed encumbrances were created during the financial year.

Definition of shares expanded to include equity shares with superior voting rights in buy-back regulations.
The amendment inserts an explanation into regulation 3 of the Buy-Back Regulations clarifying that the term "shares" includes equity shares carrying superior voting rights, thereby extending the buy-back regime's definitional scope to cover such differentiated voting equity; the amendment is designated as the 2019 amendment and takes effect on publication in the Official Gazette.

Equity shares with superior voting rights now fall within the definition of shares for delisting regulations, expanding applicability.
The 2019 amendment inserts an explanation to regulation 3(1) clarifying that the term "shares" for the purposes of the Delisting Regulations expressly includes equity shares having superior voting rights, thereby bringing such share classes within the scope of the delisting regulatory framework upon commencement.

Renewal of recognition granted to a clearing corporation under securities regulations, subject to SEBI compliance conditions.
Renewal of recognition is granted to Multi Commodity Exchange Clearing Corporation Limited for a three-year period from late July 2019 to late July 2022 under Regulation 12 and the Securities Contracts (Regulation) Act, on the basis that renewal serves the interests of trade, the securities market and the public, and is expressly subject to compliance with conditions specified by SEBI now or in future.

Trading window restrictions expanded to cover designated persons and mandate pre-clearance for specified exempt transactions.
The amendments broaden coverage by substituting "person" for "employee" in regulation 9A(2)(a), replace "can" with "shall" in Schedule B clause 4 to make trading-window restrictions mandatory, and add an exemption clause listing transactions not subject to trading-window restrictions-including specified regulatory transactions and bona fide pledges subject to pre-clearance. Schedule B clause 14 and Schedule C clause 12 are revised to limit gift references to gifts from designated persons and to substitute references to the annual income of such designated persons; Schedule C also corrects typographical terms.

Special Courts designation centralizes jurisdiction for securities and depository offences across the state after High Court concurrence.
Designation of two City Civil and Sessions Courts as Special Courts under the Securities and Exchange Board of India Act, the Securities Contract (Regulation) Act and the Depositories Act confers state wide jurisdiction for offences and regulatory matters under those enactments, made by the Central Government with the concurrence of the High Court and suppressing specified earlier notifications while preserving prior actions.

Special Courts designation under securities law extends enhanced jurisdiction to designated sessions courts for enforcement of market regulations.
Designation of specified sessions courts as Special Courts authorises those courts to exercise jurisdiction under the securities regulatory framework, concentrating enforcement and adjudication of market regulatory offences and contraventions in the designated sessions courts to facilitate specialised handling of financial market disputes.

Listing disclosure threshold increased, expanding triggers for approval and enhanced disclosure under the LODR regulatory framework.
Amendment increases the disclosure and approval threshold by substituting the lower percentage in Regulation 23(1A) with a higher percentage, thereby raising the trigger for when enhanced disclosures and governance approvals for related-party transactions are required. The regulation is issued under SEBI's statutory powers and comes into force upon publication in the Official Gazette.

Part Time Member appointment of SEBI established under statutory authority with a three year tenure subject to age ceiling.
The Central Government appointed Dr. V. Ravi Anshuman as a Part Time Member of the Securities and Exchange Board of India under the statutory authority of the SEBI Act read with the Rules; the appointment is for three years from assumption of office, subject to earlier termination on reaching the age ceiling of seventy years or until further government orders.

Clearing corporation guarantee for commodity derivatives now mandated to ensure settlement and good delivery under amended regulations.
The amendment requires a recognised stock exchange that enters arrangements with multiple recognised clearing corporations to execute a multipartite written agreement ensuring interoperability, and inserts Regulation 43A obliging every recognised clearing corporation clearing commodity derivatives to guarantee settlement of trades, explicitly including good delivery, defined as delivery in proper form to transfer title and meeting contract quality and quantity specifications. Certain amendments are deemed effective from October 3, 2018.

Director appointment procedure: depositories must forward new director nominations well before the incumbent Managing Director's last working day.
The amendment removes the words "selection" and "investor" from regulation 30(2) clauses (a) and (b), requires that the depository forward new names to the Board before two months from the last working day of the existing Managing Director, and inserts enumerated sub headings (I)-(V) in SECOND SCHEDULE, PART C to clarify procedure and director categories.

Recognition renewal under securities regulation granted, subject to ongoing compliance with regulator conditions for a limited term.
Renewal of recognition is granted to NSE IFSC Limited for a limited one year term under the securities contracts regulatory framework, exercisable under statutory powers, and is expressly subject to compliance with conditions specified or imposed by the regulator from time to time.

Regulatory recognition renewal granted to a clearing corporation, subject to compliance with prescribed regulatory conditions.
Renewal recognition is granted to NSE IFSC Clearing Corporation Limited for the period commencing 29 May 2019 and ending 28 May 2020 under the securities contracts regulatory framework, subject to compliance with conditions specified by the regulator and any further conditions that may be prescribed or imposed.

Tribunal composition: establishes a presiding officer, one judicial member and two technical members; presiding officer may constitute benches
The Tribunal shall consist of a Presiding Officer, one Judicial Member and two Technical Members to exercise powers and discharge functions under the Securities and Exchange Board of India Act and other law; the Presiding Officer may constitute Benches and may function as the Judicial Member.

Commodity derivatives regulation expands portfolio manager scope to include goods and mandates custodian appointment for compliance.
Amendments add "goods" as the underlying of commodity derivatives and permit portfolio managers to deal in goods received on physical settlement. Definitions are revised to reference registered custodians and to include goods alongside securities; a definition of securities lending is introduced. Portfolio managers dealing in commodity derivatives must appoint a custodian. Reporting and disclosure provisions are amended to require inclusion of units and value of goods in portfolio records and statements.

Category III AIFs permitted to hold goods after physical settlement; custodian must hold securities and goods.
The Regulations define custodian as a person registered to carry on custodian business and define goods as items notified under the Securities Contracts (Regulation) Act forming the underlying of commodity derivatives; they permit Category III Alternative Investment Funds to deal in goods received on physical settlement of commodity derivatives and require the appointed custodian to keep custody of securities and such goods.

Repayment obligation for medical claims after special hardship leave may be waived upon medical certification and authority approval.
The amendment requires repayment of house allowance and medical claims paid during special hardship leave by a female employee who resigns or retires during the leave or within five years after resuming duty, while permitting waiver of repayment where the competent authority, based on documentary evidence and certification by the Board's Medical Officer, finds the leave was on health grounds and the employee is unable to resume office.

Net worth requirement raised; transitional compliance period and e-voting permitted for debenture holder consent in trustee regulation.
Amendment raises the net worth requirement for registered debenture trustees and grants a three-year transitional period for existing registered trustees to meet the new net worth requirement. It permits obtaining debenture-holder consent by e-voting where applicable and exempts public-issue debentures from the requirement to convene a meeting of all debenture holders in the event of issuer default in payment obligations.

Trust deed execution penalty: additional interest accrues to debenture holders until the trust deed is executed and disclosed.
Where an issuer fails to execute the trust deed within the prescribed period, the issuer must pay interest to the debenture holder of at least two percent per annum over and above the agreed coupon rate until the trust deed is executed; a clause imposing this obligation must form part of the Trust Deed and be disclosed in the Offer Document. Schedule I (paragraph 3, Part B) is amended to require disclosure that replacement of security carries interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and Offer Document.