Board appointment: Secretary to the corporate ministry nominated as a securities regulator member replacing predecessor.
The Central Government, invoking powers under Section 4 (sub section 4 read with sub section 1) of the Securities and Exchange Board of India Act, 1992, amends the principal notification S.O. 195(E) by nominating Ms. Deepti Gaur Mukerjee, Secretary of the corporate ministry, as Member of the securities regulator, replacing Dr. Manoj Govil.

Public float requirement reduced for IFSC-listed companies, with related listing eligibility provisions modified accordingly.
The Rules now define International Financial Services Centre and International Financial Services Centres Authority as per the IFSC Authority Act, 2019. For companies seeking listing on a recognised IFSC stock exchange, the public float threshold in certain listing eligibility provisions is reduced and specific sub-clauses are rendered inapplicable. Similarly, for companies already listed in an IFSC, designated sub-rules are to be read with a lower public float requirement and a stated proviso does not apply to them. These amendments commence on publication in the Official Gazette.

Restriction on association with unregulated advisers bars exchanges and clearing corporations from linking with unpermitted advice or performance-claiming persons.
Regulation 44B requires recognized stock exchanges, recognized clearing corporations and their agents to refrain from any direct or indirect association with persons who provide advice or recommendations about securities, or who claim returns or performance related to securities, unless those persons are registered with or permitted by the Board; associations include transactions, referrals, IT-system interactions or similar links, while specified digital platforms authorised by the Board may be excepted if they have Board satisfactory preventive and curative mechanisms.

Restriction on association with unregistered advisers limits intermediaries' ties to persons making unpermitted investment recommendations.
Chapter IIIA prohibits persons regulated by the Board and their agents from associating with any person who provides advice or recommendations on securities or who makes claims about returns or performance, unless that person is registered with or permitted by the Board; specified digital platforms meeting Board-prescribed safeguards and bona fide investor education providers are excluded; regulated persons must ensure associates do not undertake the proscribed activities; association includes monetary transactions, referrals and IT interactions; the Board may take action, including under Chapter V, for contraventions.

Restriction on associations: new rules bar depositories from associating with unpermitted advisors or return-claimants, with exceptions.
Depositories and their agents are prohibited from associating, directly or indirectly, with persons who provide advice or recommendations on securities or who claim returns or performance related to securities unless such persons are registered with or permitted by the Board; associations include transactions, client referrals, IT interactions, or similar connections, while specified digital platforms with Board-approved safeguards are excluded, and investor education entities are exempt provided they do not undertake prohibited activities without permission.

Fee charging by research analysts permitted, enabling them to charge clients including accredited investors in Board-specified manner.
Insertion of Regulation 15A authorises Research Analysts to charge fees for providing research services to clients, including accredited investors, in the manner specified by the Board; the amendment is made under the SEBI Act and comes into force on publication in the Official Gazette.

Borrowing limits for alternative investment funds tightened; temporary short-term funding allowed only under strict board conditions.
Category I and Category II AIFs are barred from borrowing or using leverage for investments except for narrowly defined temporary funding and operational needs limited in duration, frequency and proportion of investable funds and subject to Board conditions; both categories may create encumbrance on investee equity in specified infrastructure sub-sectors only for the investee's borrowing and under Board-specified conditions. Large value funds for accredited investors may extend scheme tenure with two-thirds unitholder approval, subject to Board conditions.

Market abuse prevention: AMCs must implement deterrence mechanisms and whistleblower protections, with senior accountability and phased rollout.
AMCs must implement an institutional mechanism to identify and deter market abuse, including front running and fraudulent transactions, with the CEO/MD (or equivalent) and Chief Compliance Officer accountable for implementation; AMCs must also maintain a documented whistle blower policy with confidential reporting channels and protections. A revised definition of market abuse is inserted, staggered commencement timelines apply with an exception permitting non recording of face to face communications.

Shareholding pattern disclosure required quarterly on exchange and clearing corporation websites in listed-company format and manner.
Recognised stock exchanges and recognised clearing corporations must disclose their shareholding pattern on their websites quarterly, in the format and as required for listed companies under the Listing Obligations and Disclosure Requirements. The amendment also omits references to the Core Settlement Guarantee Fund in a committee clause, removes Paragraph 27 of Part III to Form A, revises wording in Schedule II Part G to rely on Board guidelines rather than a specific circular, and omits Paragraph V in Part H.

Commencement of Insider Trading Amendment Regulations brings amended prohibition framework into force under SEBI's statutory powers.
The Securities and Exchange Board of India appoints the 1st day of November, 2024 as the date on which the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 shall come into force, pursuant to powers under the SEBI Act, thereby fixing the Commencement Date for the amended insider trading regulatory framework by official notification.

Listing prohibition on migrated venture capital funds restricts unit listing for a post-issuance period while registration and investment limits govern operations.
This amendment creates a migrated venture capital fund category with a Board-driven registration process requiring prior VCF registration, fit-and-proper status, prescribed disclosures, minimum investor ticket sizes and firm investor commitments. Migrated funds may raise capital only by private placement, must issue and file placement memoranda or subscription agreements, are barred from launching new schemes, face investment concentration and asset-class allocation limits, may receive specified exceptions for market making, and are subject to tenure, liquidation, record-keeping and listing restrictions as prescribed by the Board.

Unit based employee benefit schemes regulated: framework for employee unit option schemes, acquisition limits, vesting, disclosure and governance.
Regulations create a framework for unit based employee benefit schemes implemented as employee unit option schemes through separate employee benefit trusts, stipulating permissible modes for the trust to receive units (including in lieu of management fees, gifts or manager transfers), prohibiting subordinate units, limiting secondary acquisitions, requiring unitholder approvals for specified actions, prescribing trustee qualifications, imposing vesting and lock-in requirements, mandating disclosure, accounting and insider trading compliance, and detailing trust deed and scheme content requirements in Schedule X.

Unit based employee benefit scheme framework allows InvIT managers to grant units via employee trusts, with governance and disclosure controls.
The amendment permits investment managers to implement unit based employee benefit schemes via separate employee benefit trusts, defining eligible acquisitions (in lieu of management fees, gifts, transfers, or secondary acquisition) and imposing limits on secondary acquisitions, mandatory unitholder approvals, trustee registration requirements, governance by the nomination and remuneration committee, non-voting status of trust-held units, prohibition on trust trading, vesting and lock-in rules, and comprehensive disclosure, accounting and reporting obligations.

Definition of liquid asset clarified to include cash, overnight mutual funds, bank fixed deposits, government securities and repos.
Amendment replaces clause (i) in the Explanation to regulation 28B(1)(d) to define "liquid asset" as a low risk asset readily convertible to cash, including cash; units of overnight or liquid mutual fund schemes; fixed deposits of scheduled commercial banks; government securities; treasury bills; repo on government securities; and repo on corporate bonds. The amendment is effected under section 30 read with section 11 of the SEBI Act and commences on publication in the Official Gazette.

Due diligence by debenture trustee: mandatory certificates and stock exchange disclosure; issuers must fix record date for payments.
The amendment mandates a record date fixed fifteen days before payment or corporate action dates and replaces due diligence provisions to require debenture trustees to furnish specified due diligence certificates at the draft-offer stage and at filing of the listing application, with distinct formats for secured and unsecured debt. Stock exchanges must disclose offer documents, placement memoranda and the debenture trustee's certificates. Schedule changes permit listed issuers to use a web-link/QR for audited financials subject to certified comparative disclosures and require trustee confirmations on security, covenants, debenture trust deed execution and charge registration.

Window advertisement for financial results permitted via QR code linking to filings, subject to debenture trustee approval and disclosure.
The amendment permits listed entities to publish only a window advertisement in newspapers referring to a Quick Response Code and links to the listed entity's and stock exchange(s)' websites where financial results are accessible, subject to conditions: existing non-convertible securities require debenture trustee approval; for post-notification issuances, the entity must disclose the window advertisement in the offer document or obtain prior debenture trustee approval.

Investment limit exception allows equity ETFs and index funds exemption subject to Board-specified conditions under mutual fund amendments.
The amendment inserts an exception in Seventh Schedule, clause 9(c), to the 25 per cent of the net assets limitation permitting equity oriented exchange traded funds and index funds to exceed that concentration cap, provided such investments comply with conditions as may be specified by the Board. The Regulations take effect on publication in the Official Gazette.

Mule accounts defined; transactions through such accounts and diversion of assets treated as manipulative conduct under securities regulations.
The Regulations define mule account as trading, dematerialised or bank accounts in another person's name but effectively controlled by someone else, including where the controlling person provides consideration; they extend the prohibition to acts of diversion, misutilisation or siphoning of a listed company's assets or any scheme to manipulate its books or financial statements that would affect securities prices, and expressly deem transactions through mule accounts for manipulative, fraudulent or unfair trade practices to be included in sub-regulation (1).

Prevention and detection of market abuse: stock brokers must implement surveillance, KYC, reporting, escalation and whistleblower frameworks.
A new Chapter IVA mandates that stock brokers establish and maintain systems for surveillance of trading activities, robust know your client procedures, documented internal controls with defined roles, customized alert thresholds, and processes to detect mule accounts. Senior management and Designated Directors must implement and periodically review these systems. Detected suspicious activity must be reported to stock exchanges within prescribed timelines and summarized in half yearly reports; governance bodies must review compliance quarterly. A documented whistle blower policy with confidentiality and protection procedures is required.

FPI contribution limits restrict individual and NRI/OCI stakes, mandate remittance routing and control safeguards.
Regulation 4(c) now requires that a single NRI/OCI/resident Indian individual contribute less than twenty-five percent of an applicant's corpus, with aggregate contributions of NRIs, OCIs and resident Indian individuals capped below fifty percent; resident Indian individual contributions must be made through the RBI's Liberalised Remittance Scheme into global funds with Indian exposure under fifty percent; such persons must not control the applicant; the Board may specify further conditions. Provisos exempt IFSC-regulated applicants subject to Board conditions and preserve existing Board exemptions as of notification.