Lock-in period changes reduce mandated holding durations and add capital expenditure exceptions altering IPO and follow-on timelines.
Amendments shorten default post offer retention periods by substituting shorter allotment based lock in timeframes while inserting provisos that reimpose extended lock ins when the majority of issue proceeds (excluding offer for sale) are proposed for capital expenditure; explanatory text defines "capital expenditure" to include civil works, fixed assets, land, building and plant and machinery. Parallel substitutions reduce other holding periods and adjust provisos; Schedule VI is amended to refine group company disclosure, require names and addresses in the offer document, and mandate hosting of audited financial metrics of top group companies on their websites.

Regulation 19 amendment removes specified sub regulations and wording, effective upon publication in the Official Gazette.
Amendment to Regulation 19 of the Stock Exchanges and Clearing Corporations Regulations, 2018: omission of the word "listed" from the second proviso to sub regulation (1); deletion of sub regulation (2); removal of the words "sub regulation (2) or" from sub regulation (4); and omission of sub regulation (6). The amendments take effect on publication in the Official Gazette.

Amendment to Regulation 22 removes specified sub regulations and wording, changing the text of the Depositories and Participants rules.
The Amendment Regulations effect targeted deletions in Regulation 22 of the 2018 Regulations: omission of the word "listed" from the proviso to sub regulation (1); complete omission of sub regulation (2); deletion of the phrase "sub regulation (2) or" from sub regulation (4); and omission of sub regulation (6). The instrument comes into force on publication in the Official Gazette.

Listing disclosure obligations updated: mandatory soft copies of full annual reports to registered holders of non convertible securities.
The amendment revises listing disclosure requirements by omitting certain clauses in regulation 52, inserting "Intimations/" into regulation 57's heading while removing its sub regulation (2), and substantially rewriting regulation 58 to remove references to debt and non convertible preference shares, require soft copies of full annual reports to registered holders of non convertible securities, substitute "securities" for "preference share", and omit specific clauses; regulation 61 is amended to include "non convertible debt securities and/or" after "dividend of" and to omit the second proviso.

AIF regulatory amendments require merchant banker review and grant SME investment exemptions with disclosure and one year lock in.
Amendments redefine key terms (debt fund, investable funds, unit), require Board comments to be routed through and incorporated by a merchant banker into the placement memorandum prior to scheme launch, mandate that at least seventy five percent of investable funds be placed in specified venture capital undertakings or SME-listed/proposed companies by fund end of life, allow investments in Category II AIF units and specified vehicles, update issuance/disclosure references, waive minimum grant for accredited investors, and provide insider trading exemptions for SME exchange investments subject to two day disclosure and one year lock in.

Employee share based benefits regulated to require shareholder approval, trust governance, disclosures and enforceable acquisition limits.
The regulations create a uniform regime for employee share based benefit schemes and sweat equity for listed companies, permitting implementation directly or through an irrevocable trust subject to detailed trust deed, trustee, accounting and disclosure requirements. They mandate compensation committee governance, shareholder approval for schemes and certain material changes, limits on secondary acquisitions and trust holdings, minimum vesting and lock in periods, non transferability of options and SARs, prescribed valuation and accounting treatment for sweat equity, and extensive disclosure, audit and stock exchange filing obligations.

Non-convertible securities framework: mandatory dematerialisation, trustee oversight, disclosure, security cover and enforcement mechanisms.
Comprehensive SEBI regulations govern issuance and listing of non-convertible securities-debt, non-convertible redeemable preference shares, perpetual instruments and commercial paper-applicable to public issues and private placements proposed to be listed. They prescribe eligibility exclusions (debarred persons, wilful defaulters, fugitive economic offenders), mandatory dematerialisation, debenture trustee and registrar appointments, credit rating, recovery expense fund, 100% security cover for secured debt, disclosure, filing of draft offer documents, due diligence by lead managers and trustees, timelines, interest/penalties for delays, and enforcement powers for inspection, directions, relaxations and regulatory fees.

Commencement date revised: provisions now set to come into force on January 1, 2022 under corrigendum.
Corrigendum substitutes the words in regulation 2 of the earlier notification so that the phrase "They shall come into force on the date of their publication in the Official Gazette" is to be read as "They shall come into force on January 1, 2022", thereby fixing the effective date of the provisions.

Interim reward payment limits for insider trading informants: cap on interim grants and balance payable after recovery threshold
Regulation 7D is amended to permit the Board to grant the full reward upon issuance of its final order where the total reward does not exceed a specified small value threshold; where the total reward exceeds that threshold the Board may grant an interim reward up to the threshold on issuance of the final order and the remaining balance is payable only after SEBI collects or recovers monetary sanctions amounting to at least twice the balance reward. The amendment also broadens reward language to cover any reward and adds an illustrative table setting out computation and interim payment caps.

Asset management company investment obligation: Board may suspend scheme launches and forfeit invested amounts for regulatory breaches.
A new obligation requires the asset management company to invest prescribed amounts in its schemes based on scheme risk as specified by the Board. Sub regulation (4) of regulation 28 is deleted. Regulation 76 is replaced to empower the Board to initiate actions under the Act and Chapter VIA and to order measures including suspension of scheme launches and forfeiture of AMC invested amounts under the new obligation, subject to an opportunity of hearing.

Independent director governance strengthened with tighter pecuniary limits, shareholder approval and enhanced appointment safeguards.
Amendments strengthen board independence and governance by recalibrating pecuniary relationship thresholds and time frames for disqualification, requiring shareholder approval for independent director appointments and removals by special resolution, imposing a post resignation cooling off for independent directors before executive appointments in group companies, mandating audit committee approval of related party transactions only by independent directors, and requiring nomination committees to define skills and capabilities for independent director appointments.

Accredited investor recognition expanded-accredited investors expressly included as clients under Investment Advisers Regulations by amendment.
Amendment imports definitions of accreditation agency and accredited investor from the Alternative Investment Funds Regulations, 2012 into the Investment Advisers Regulations, and expressly inserts "including an accredited investor" into Regulation 15A so that references to a client in that provision encompass accredited investors.

Accredited investor framework enables large value funds tailored exemptions and adjusted investment concentration limits.
The amendment introduces accredited investors via Board-recognised accreditation agencies and creates a new category, large value funds for accredited investors, where investors must be accredited and meet a minimum investment. Regulatory relaxations for such funds include exemptions from certain eligibility and compliance provisions, permitted tenure extension beyond two years subject to fund documents and Board conditions, and adjusted investment concentration limits for Category I/II and Category III large value funds.

Accredited investor status expands contractual and investment flexibility, permitting broader unlisted exposure for qualified investors.
The amendment defines accreditation agency, accredited investor, and large value accredited investor; exempts Schedule IV agreement contents for large value accredited investors; waives the minimum investment amount per client requirement for accredited investors subject to disclosure and agreement; and permits portfolio managers, with appropriate disclosures and client terms, to invest up to one hundred percent of a large value accredited investor's assets under management in unlisted securities.

Regulatory sandbox amendment removes technological limitation, expanding sandbox applicability across SEBI regulations upon publication immediately.
The amendment regulations remove the phrase "in technological aspects" from specified sub regulations across a broad list of SEBI regulations, thereby eliminating that textual qualifier from the identified provisions. The notification names each affected regulation and sub regulation and directs the omission of those words. The instrument is titled the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, and comes into force on publication in the Official Gazette.

Credit rating regulation alignment with Companies Act enhances definitional consistency and limits investigatory scope to listed securities.
Amendments align regulatory definitions and cross references for credit rating agencies with the Companies Act, 2013, replace references to public or rights issues by focusing on securities that are listed or proposed to be listed on a recognized stock exchange, and provide that undefined terms shall have meanings assigned in the Act, the Securities Contracts (Regulation) Act, the Companies Act, 2013, or related rules. An explanation confirms ratings under financial sector regulators remain within those regulators' purview and SEBI's investigatory remit is limited to ratings of listed or proposed listed securities.

Constituency rules for foreign portfolio investors expanded to permit NRIs, OCIs and resident Indians subject to tax-law eligibility and approvals.
Amendment substitutes Regulation 4(c) to permit non-resident Indians, Overseas Citizens of India and resident Indian individuals as constituents of an FP-in applicant subject to Board conditions; resident Indian non-individuals may be constituents only if they are eligible fund managers under the Income Tax Act and the applicant is an eligible investment fund under the Income Tax Act with approval under the Income Tax Rules.

Subscription amount rules revised for REITs, and minimum tradable unit reduced to simplify investor participation.
Amendments to the REIT Regulations clarify subscription amount wording in regulation 14 and replace prior public offer language with a prescribed monetary range for follow-on offers. Regulation 16(4) is amended to reduce the minimum tradable holding from 100 units to one unit. The amendments are notified as the SEBI (REITs) (Amendment) Regulations, 2021 and commence upon publication in the Official Gazette.

Minimum unit holder requirement for InvITs strengthened to ensure collective non-sponsor ownership and greater unit divisibility.
Amendments revise subscription wording and denomination, reduce tradable unit size to one unit, and add a requirement that five non-sponsor unitholders collectively hold at least twenty-five per cent of an InvIT, counting a unitholder together with its associates and related parties as one unitholder.

Banker to an issue definition expanded to include specified banking companies, broadening acceptance and payment obligations.
The amendments expand the definition of banker to an issue to include scheduled banks or other banking companies specified by the Board, explicitly listing activities such as acceptance of application and allotment or call monies, refunds, and payment of dividend or interest warrants. Textual changes remove requirements that actions be performed exclusively by scheduled banks and permit the Board to specify other banking companies; the Board may, after inspection or investigation, take appropriate action including under the intermediaries enforcement framework.