Governance requirements for REIT managers strengthened; board composition, audit tenure, disclosure and compliance obligations tightened.
Regulatory amendments strengthen REIT governance by refining definitions of change in control, independent director and senior management; impose limits on auditor appointment and mandate limited review of consolidated accounts; treat overnight mutual fund investments as cash equivalents excluded from REIT asset value; require transfer of unclaimed distributions to an investor protection fund; and import specified listing obligations to prescribe board composition, quorum, quarterly compliance reviews, vigil mechanism, secretarial compliance reporting and compliance certificates with supporting evidence as set out in Schedule VIII.

Governance reforms for InvIT investment managers impose board composition, auditing, disclosure and compliance obligations.
Amendments clarify definitions of change in control, independent director and Senior Management; restrict auditor tenure and require limited reviews of consolidated entities; mandate transfer of unclaimed distributions to an Investor Protection and Education Fund; treat overnight mutual fund investments as cash equivalents excluded from InvIT asset value; and impose governance, compliance and disclosure obligations on investment managers, including minimum board composition, quarterly compliance reviews, a vigil mechanism, secretarial compliance reporting and specified board information and compliance certificates as set out in Schedule VII.

Payment Mode Standardization requires electronic fee payments via SEBI gateway or bank transfers, replacing paper instruments.
SEBI amended numerous regulations to require that fees and levies be paid by direct credit into the Board's bank account through NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway, or by any other electronic mode as may be specified by the Board, replacing prior permissibility of demand drafts and banker's cheques. The amendments apply to a wide range of regimes and restate timing and procedural payment requirements for annual, application and non refundable fees, with the changes effective from the first day of April, 2023.

Buy-back regulation: phased elimination of open-market buy-backs and mandatory book-building, electronic filings and procedural limits.
Amendments update buy-back regulation by defining frequently traded shares and secretarial auditor, requiring thresholds to be based on standalone or consolidated statements whichever is lower, phasing out open-market buy-backs with transitional caps, mandating electronic filings and merchant banker certifications, broadening acceptable escrow instruments, and introducing a book-building process with specified disclosure, pricing, retail participation limits and a prohibition on promoter participation in book-building.

Green debt security definitions expanded to specify eligible uses and issuance, governance, and subscription requirements.
Amendments expand the definition of Green debt security to list eligible use categories; require issuers to send recall or redemption notices at least twenty-one days before exercisability to eligible holders and debenture trustees with specified delivery methods and stock-exchange dissemination; mandate trust deed and Articles of Association provisions to appoint debenture trustee nominees as directors with timelines for amendment and appointment for listed issuers and issuers in default; prescribe a three-to-ten working day subscription period with extension rules; and require stock exchanges to collect regulatory fees and substitute the draft offer document fee schedule.

Settlement proceedings now require disposal by appropriate order based on approved settlement terms, clarifying officer responsibilities.
Regulation 23(1) is replaced to require that the Whole Time Member, Adjudicating Officer or the competent officer before whom proceedings are pending shall dispose of the proceedings by an appropriate order on the basis of the approved settlement terms. The amendment omits the Explanation to sub regulation (1) and omits sub regulation (2), thereby streamlining the disposal requirement to reflect the binding effect of approved settlement terms.

Governance norms for infrastructure and real estate investment trusts clarified; senior management definition and disclosure updated.
Governance norms for Infrastructure Investment Trusts and Real Estate Investment Trusts are made subject to their respective SEBI regulations, overriding certain Listing Regulation provisions. Regulation 15 is amended to address appointment and re-appointment procedures, including shareholder approval requirements for public sector companies. The definition of senior management is expanded to include core management one level below the CEO/MD/Manager and specific functional heads, Company Secretary and CFO. Terminology is standardised to "key managerial personnel" and Schedule V now requires disclosure of details of material subsidiaries and their statutory auditors.

Qualified stock broker designation expands supervision; designated brokers must meet enhanced governance, risk, infrastructure and investor service obligations.
The regulations create a qualified stock broker designation based on client numbers, client assets, trading volumes, margin obligations, compliance and grievance scores, and proprietary trading, with the Board assigning weightages. Designated brokers must meet enhanced obligations including governance structures, risk management policies, scalable infrastructure, orderly winding down frameworks, robust cyber security, and investor services with online complaint redressal. Execution Only Platforms must maintain specified books and records, and Variable Networth is not applicable to that segment; fee and networth schedule entries for the segment are inserted.

Change in control defined uniformly for intermediaries; prior Board approval required for specified change in control.
The amendment harmonises the definition of change in control across SEBI intermediary regulations: for corporates, listed entities follow the control definition in regulations under clause (h) of sub section (2) of section 11 of the Act and unlisted entities follow sub section (27) of section 2 of the Companies Act; for non corporates, it covers changes in legal formation, ownership or controlling interest, with controlling interest defined as direct or indirect holding of not less than fifty percent of voting rights or interest. Specified intermediaries must obtain prior Board approval for such change in control.

Senior management definition added to ICDR regulations, expanding disclosure obligations to key managerial personnel and senior management.
The amendment adds a defined concept of senior management to the ICDR Regulations-covering core management team members one level below top executives, functional heads, Company Secretary and CFO-and revises the Companies Act-based definition of key managerial personnel. It inserts "senior management" alongside "key managerial personnel" across regulation 2, regulation 163, and multiple items in Schedule VI (Parts A, B, B-1) and Schedule VIII, thereby broadening disclosure, management and organisational-structure references in offer-document and issuer reporting requirements.

Credit default swaps permitted for AIFs subject to Board-specified conditions and custodian requirements.
Amendments add a Master Direction-based definition of credit default swaps and authorize Category I AIFs to engage in hedging, including credit default swaps, while permitting Category II and Category III AIFs to buy or sell credit default swaps, all subject to conditions specified by the Board. Sponsors or Managers of Category I and Category II AIFs transacting in credit default swaps must appoint a custodian registered with the Board and comply with Board-specified terms and conditions.

Registration fee requirement mandates periodic triennial payments by registrars to an issue and share transfer agents.
Paragraph 1AA of Schedule II requires a registrar to an issue and share transfer agent holding a certificate of registration to keep registration in force by paying a registration fee every three years from the sixth year after grant of the certificate (or from the date of initial registration where applicable), with distinct fixed fees prescribed for Category I and Category II registrars.

Government majority ownership exemption continues despite change in control, allowing central government to grant regulatory relief.
The amendment empowers the Central Government to exempt any listed entity from any or all provisions where the Central Government, State Government or public sector company, alone or in combination, directly or indirectly holds majority shares, voting rights or control; the exemption remains valid for the period specified irrespective of any subsequent change in control of the listed entity.