Beneficial ownership disclosure required: FPIs must provide information on owners and controllers as specified periodically.
The amendment replaces the fixed twenty five percent ownership benchmark in regulation 4(f) with the threshold prescribed under sub rule (3) of rule 9 of the Prevention of Money laundering (Maintenance of Records) Rules, 2005, and adds to regulation 22 an obligation on FPIs meeting regulator specified criteria to provide information or documents about persons with any ownership, economic interest or control in the FPI, to be submitted in the manner specified by the regulator.

Approved settlement terms require the Panel of Whole Time Members to dispose specified settlement proceedings on agreed terms.
The amendment adds a sub regulation to Regulation 23 requiring the Panel of Whole Time Members to dispose of specified proceedings on the basis of approved settlement terms, thereby ensuring that proceedings initiated or proposed as specified proceedings are disposed by the Panel in accordance with negotiated or approved settlement terms.

Commencement of Mutual Funds amendments notified; specified sub regulations commence on gazette publication and a later appointed date.
SEBI appointed the commencement dates for parts of regulation 3 of the Mutual Funds (Amendment) Regulations, 2023: sub regulation (XII) shall take effect on publication in the Official Gazette, while clauses (ii) and (iii) of sub regulation (I) and sub regulations (V), (VI), (VIII)-(X), (X1), (XV)-(XXIII), (XXV) and (XXVI) are appointed to come into force on a subsequently specified date, by authority of powers under the SEBI Act.

Registration exemption for limited purpose clearing corporation participants allows proprietary tri party repo corporate bond trades without separate stock broker registration.
Regulation 10A is amended to substitute a punctuation mark and to provide that no separate stock broker registration is required for any person registered with the limited purpose clearing corporation as a participant for participating in the tri party repo segment for undertaking proprietary trades in corporate bonds. The Explanation is renumbered and a new Explanation 2 defines "participant" as an eligible entity under the Repurchase Transactions (Repo) Directions, 2018.

Participant inclusion expands clearing obligations to participants alongside clearing members, altering regulatory scope upon publication.
Amendments expressly insert the word "participants" into regulation 22D and regulation 37 so that references to clearing members and to failures or events of failing to honour now read to include participants, thereby extending the operative failure, honouring and related regulatory frameworks to participants as well as clearing members; the regulations take effect on publication in the Official Gazette.

Regulatory repeal of ombudsman rules preserves existing rights, liabilities, penalties and allows continuation of proceedings as before.
The 2023 Regulations repeal the Securities and Exchange Board of India (Ombudsman) Regulations, 2003 with commencement on publication in the Official Gazette, while a savings clause preserves prior operation, accrued rights, privileges, obligations, liabilities, penalties and punishments, and allows investigations, legal proceedings and remedies to be instituted, continued, enforced or imposed as if the 2003 Regulations had not been repealed.

Dispute resolution requirement: regulated entities must submit client and investor disputes to mediation, conciliation, or arbitration under Board procedure.
All regulated intermediaries and entities must submit claims, differences or disputes with clients, investors or counterparties arising from securities-market activities to a dispute resolution mechanism comprising mediation and/or conciliation and/or arbitration, to be conducted in accordance with the procedure specified by the Board; trust-structured vehicles receive express protection that managers, trustees or officers shall not have loss, damage or expenses met from trust property in relation to dispute resolution.

ESG rating provider registration required: mandatory certification, disclosure, governance and conflict of interest safeguards for ESG ratings.
Regulations create a statutory regime for ESG rating providers requiring Board-issued certificates in specified categories, adherence to eligibility and prudential criteria (including corporate form, liquid net worth, specialist staffing, compliance officer and fit and proper promoters), restrictions on activities and shareholdings, and submission of a business plan. Registered providers must publicly disclose methodologies, category and E/S/G weightages, maintain records, monitor and periodically review ratings, prevent and mitigate conflicts of interest, ensure independence of rating decisions, and furnish financial and operational information to the Board as prescribed.

Private placement disclosure requirements restructured: general information document plus key information document govern listing of non-convertible securities.
The Regulations expand definitions for key managerial personnel and senior management, omit certain clauses and Schedule II, and insert Chapter VA requiring issuers offering non-convertible securities on private placement to file a one year valid general information document and, for subsequent offers during that validity, a key information document. Filing is on a "comply or explain" basis during the transitional period and mandatory thereafter; shelf placement memoranda or shelf prospectuses in force can exempt general information document filing so long as the key information document is filed. Schedule I is substituted to prescribe comprehensive, standardized disclosures for public and private offers, including financial statements, risk factors, security and covenant details, and issuer responsibility statements.

Sponsor eligibility tightened: enhanced capital, liquid networth and governance conditions imposed for mutual fund sponsors and asset managers.
Amendments introduce a liquid networth definition, require conversion of trustee boards into trustee companies, and strengthen sponsor eligibility and capitalization criteria including multi-year profitability, positive networth and liquid networth linked to capital contribution or acquisitions. Where sponsors do not meet thresholds, enhanced AMC capitalization, share lock-ins, and senior management experience are mandated. Governance and compliance duties for trustees and the asset management company are expanded-detailed pre-launch and ongoing board due diligence, appointment and disclosure of key personnel, independent compliance reporting, Unit Holder Protection Committees, valuation norms, and mandated investments in specified development funds are prescribed.

Commencement of recordkeeping obligations and tailored schedule treatment for execution only platforms, including a variable networth exemption.
The Board appoints the first day of September, 2023 as the commencement date for recordkeeping and book-keeping obligations under regulation 17 of the Stock Brokers Regulations, 1992, and enacts schedule amendments that add and clarify entries for Execution Only Platforms, including a specific provision that the Variable Networth requirement does not apply to the Execution Only Platforms segment.

Corporate Debt Market Development Fund created to buy eligible corporate debt during market dislocation with governance and valuation safeguards.
The Securities and Exchange Board of India has added a new specified AIF category, the Corporate Debt Market Development Fund (CDMDF), a close ended trust that purchases eligible corporate debt from specified debt oriented mutual fund schemes during market dislocation. CDMDF investments must meet eligibility criteria, be purchased proportionally and at fair prices, observe issuer and group exposure caps, and follow prescribed valuation norms. The regime mandates trustee appointment, a Governance Committee, frequent portfolio and NAV disclosures, prohibition on listing units, a liquidation scheme framework for illiquid assets, Manager continuing interest, and Compliance Officer requirements.

Materiality and disclosure obligations tightened: listed entities must promptly report material events and secure periodic shareholder approvals.
The amendments impose strengthened disclosure and governance duties: adopt a defined mainstream media scope; disclose cyber incidents, insider social/mainstream media communications about material events, and regulator communications unless prohibited; apply quantifiable materiality thresholds plus a board-opinion residual test and require a materiality policy. Timelines require prompt disclosure within short statutory windows. Vacancies for Compliance Officer, directors and key managerial personnel must be filled within three months; directors and shareholders' special rights require shareholder ratification at least once every five years. Sale or disposal of whole undertakings needs prior special-resolution approval with public shareholder safeguards. Additional agreement, resignation and sustainability reporting obligations are introduced.

Underwriting obligations: issuers must secure and disclose underwriting agreements stating lead manager and syndicate commitments before filing prospectus.
The amendments replace and standardise underwriting provisions: issuers seeking underwriting for initial or further public offers must enter underwriting agreements with registered merchant bankers, stock brokers, lead managers or syndicate members prior to filing the prospectus or red herring prospectus, specifying maximum subscriptions and obligations for rejected bids at prices not less than the issue price, disclose such agreements in the prospectus, require lead managers to meet minimum underwriting obligations and to cover syndicate defaults, and limit underwriting subscriptions solely to fulfil underwriting obligations.

Desirable Advocate experience: Grade A Legal officers should have two years post qualification advocacy experience after enrolment.
Adds a desirable qualification for Legal Stream officers in Grade A: two years post qualification experience as an Advocate after enrolment under the Advocates Act, 1961, including service as an associate in an Advocate's or Solicitor's office or law firm, to be read in addition to the qualifications specified for the Legal Stream.

Reporting timelines for foreign portfolio investors require prompt notification to regulator and depository within short working-day limits.
The amendment requires forms and documents to be submitted in the manner specified by the Board, replaces "forthwith" with explicit time-bound reporting deadlines, and imposes written notification duties: material changes in structure, ownership, control or investor group must be reported to the Board and designated depository participant as soon as possible but not later than seven working days, investor-group details must be maintained accurately with the designated depository participant, and certain notifications must be made within two working days.

Renewal of recognition limited to clearing and settling of repo and reverse repo transactions in debt securities.
Grant of renewal of recognition to AMC Repo Clearing Limited for a fixed one year term, subject to compliance with prescribed rules and conditions, and expressly limited to clearing and settling of transactions in repo and reverse repo in debt securities traded on a recognised stock exchange.

Reward for informants enabled from investor protection fund to incentivise original information leading to recoveries.
Regulation 5 is amended to allow payments from the Investor Protection and Education Fund as rewards to informants who provide original information that leads to recovery of amounts directed to be disgorged, with such rewards to be granted and paid under guidelines issued by the Board; the Fund's utilisation provisions are revised to permit use for restitution or reward linked to recoveries.

Governance reforms for depositories strengthen board composition, segregation of functions, and introduce enforcement and data sharing obligations.
Amendments expand the definition of key management personnel, replace "shareholder directors" with non-independent directors, and strengthen board composition by requiring collective expertise across capital markets, finance and accountancy, legal and regulatory practice, technology and risk management, including at least one public interest director with specified expertise. Functionally, depositories must segregate operations into Critical Operations, Regulatory/Compliance/Risk Management and Other Functions, adopt a "Chinese Wall" policy, appoint a chief risk officer, implement an Information and Data Sharing Policy, and adopt a unified Code of Conduct covering board members and key management. The Board's enforcement powers, disclosure, evaluation and nomination processes are correspondingly enhanced.

Corporate governance reforms mandate expanded codes of conduct, board composition standards and strengthened risk and compliance obligations.
The amendment broadens the definition of key management personnel, introduces a mandatory Code of Conduct for exchanges and clearing corporations and for their governing boards and key personnel, prescribes board composition and qualifications including public interest directors, requires segregation of functions into critical, regulatory and other verticals with a Chinese Wall policy, mandates appointment of a chief risk officer and grievance redressal panels, prescribes data sharing and disclosure frameworks, sets compensation norms with deferred variable pay and clawback, and expands the Board's enforcement and relaxation powers.