SEBI July 2024 - AmitaDesai

Amendments in Securities Law

Amendments by SEBI in July 2024

1. Consultation Paper for introduction of Mutual Funds Lite Regulations (MF LITE) for passively managed Mutual Funds Schemes

On July 01, 2024, SEBI issued a consultation paper to seek comments on the proposal to introduce a relaxed regulatory framework in the Mutual Funds (MF) segment viz, “the MF Lite Regulations” for the passively managed MF schemes.

The proposed MF Lite Regulations intend to reduce the compliance requirement, foster innovation, encourage competition, and promote ease of entry for the MFs interested in launching only passive schemes considering the lesser risk inherent in managing passively managed MF schemes.

The existing MF regulations are uniformly applicable to all MF schemes and do not differentiate regarding the applicability of provisions relating to entry barriers (viz, net worth, track record, profitability) and other compliance requirements for entities who may be desirous of launching only passive funds.

Considering the low risk associated with passive funds various provisions of the existing MF regulations may not be relevant for passively managed schemes. Accordingly, a relaxed framework known as MF Lite Regulations for passive MF schemes is proposed, with an intent to:

Promote ease of entry
Encourage new players
Reduce compliance requirements
Increase penetration
Facilitate investment diversification
Increase market liquidity
Foster innovation

SEBI constituted a Working Group (WG) comprising various stakeholders including MF industry participants, to study various aspects of the existing MF regulations and recommend a relaxed regime for passively managed MF schemes. Based on the recommendations of the WG, views of the Mutual Fund Advisory Committee, and internal deliberations, the final proposals are summarized below:

Section I deals with the proposals about the entities intending to get registration under MF Lite Regulation to launch only passively managed schemes.
Section II deals with the proposals about ease of compliance, relaxed disclosures, and other regulatory requirements for passive schemes under existing MFs as well as schemes that may be launched under the MF Lite registration.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-paper-for-introduction-of-mutual-funds-lite-regulations-mf-lite-for-passively-managed-mutual-funds-schemes_84498.html

2. Charges levied by Market Infrastructure Institutions – True to Label

Market Infrastructure Institutions (MIIs) being public utility institutions act as first-level Regulators and are entrusted with the responsibility of providing equal, unrestricted, transparent, and fair access to all market participants.

Currently, a volume-based slab-wise charge structure is followed by some MIIs. These charges are levied instead of various services offered by MIIs and are recovered from the end clients by members. The members generally recover charges from the end clients daily whereas MIIs receive aggregate charges from the members every month.

This process results in a situation where in the aggregated charges collected by the members from the end clients are higher than the end-of-month charges paid to the MII. This results in an incorrect/ misleading disclosure from the client’s end about the charges levied by MIIs.

This matter was deliberated with the Secondary Market Advisory Committee (SMAC) of SEBI, and inter-alai it was observed that the existing slab-wise charge structure of MIIs can create a hindrance for the MIIs in ensuring equal and fair access to all market participants by impacting level playing field between members owing to their size differentials.

Accordingly, SEBI vide Circular SEBI/HO/MRD/TPD-1/P/CIR/2024/92 dated July 01, 2024, (the Circular would be effective from October 01, 2024) directed MIIs to comply with the following additional principles while designing the processes for charges levied on their members which are to be recovered from the end clients:

The MII charges which are to be recovered from the end client should be True to Label i.e. if a certain MII charge is levied on the end client by members (i.e. stock brokers, depository participants, clearing members), it should be ensured by MIIs that the same amount is received by them.
The charge structure of the MII should be uniform and equal for all its members instead of slab-wise viz. dependent on the volume/activity of members.
A new charge structure designed by MIIs should give due consideration to the existing per-unit charges realized by MIIs so that the end clients benefit from the reduction of charges.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/charges-levied-by-market-infrastructure-institutions-true-to-label_84506.html

3. Dispatch of Consolidated Account Statement (CAS) for all securities assets

Considering the increased reach of digital technology, green initiative measures, and streamlining the regulatory guidelines on the mode of dispatch of account statements, electronic mode is now the preferred mode of communication.

SEBI revisited the regulatory provisions and vide Circular SEBI/HO/MRD-PoD2/CIR/P/2024/93 dated July 01, 2024, (effective from August 01, 2024) provided that email will be the default mode of dispatch for Consolidated Account Statement (CAS) by Depositories, Mutual Fund – Registrar and Transfer Agents (MF-RTAs) and holding statement by Depositories Participant (DP).

The Consolidated Account Statement (CAS) shall be dispatched by email to all the investors whose email addresses are registered with the Depositories and AMCs/MF-RTAs. However, where an investor does not wish to receive CAS through email, the option shall be given to the investor to receive the CAS in physical form at the address registered with the Depositories and the AMCs/MF-RTAs. The depositories shall also inform the investor quarterly through the SMS mode specifying the email ID on which the CAS is being sent.
If there is any transaction in any of the demat accounts of the investor or any of his mutual fund folios, then CAS will be sent to that investor through email monthly. If there is no transaction in any of the mutual fund and demat accounts then CAS with-holding details will be sent to the investors by email on a half-yearly basis.
DP shall send at least one annual statement of holding through email in respect of accounts with no transaction and nil balance even after the account has remained in such state for one year.
For accounts that become zero balance during the year, DP shall send no transaction statement for the duration when the balance remains nil. The DP shall send one holding statement annually through email and shall resume sending the transaction statement as and when there is a transaction in the account.
For accounts with credit balances but no transactions during the year, a half-yearly statement of holding for the year shall be sent through email by DP.
The DP shall provide the services to issue the statement of demat accounts in an electronic mode. The DP will furnish to the BO the statement of demat accounts under its digital signature, as governed under the Information Technology Act, 2000. However, if the DP does not have the facility of providing the statement of demat account in electronic mode, then the DP shall be obliged to forward the statement of demat accounts in physical form.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/dispatch-of-consolidated-account-statement-cas-for-all-securities-assets_84514.html

4. SEBI (Mutual Funds) (Amendment) Regulations, 2024

SEBI vide Notification SEBI/LAD-NRO/GN/2024/188 dated July 02, 2024, issued SEBI (Mutual Funds) (Amendment) Regulations, 2024 effective from the date of its publication in the Official Gazette i.e. July 02, 2024.

Clause 9(c) of the Seventh Schedule of SEBI (Mutual Funds) Regulations, 1996 relating to Restrictions on Investments is amended and read as follows:

“No mutual fund [scheme] shall make any investment in the listed securities of group companies of the sponsor which is in excess of 25% of the net assets except for investments by equity-oriented exchange-traded funds and index funds and subject to such conditions as may be specified by the Board.”

The link for the aforesaid Notification is as follows:
https://egazette.gov.in/(S(pa4iblnvterlnxsazoyo5wkx))/ViewPDF.aspx

5. Reduction in the denomination of debt securities and non-convertible redeemable preference shares

Market participants have expressed that lower ticket size of debt securities may encourage more non-institutional investors to participate in the corporate bond market which in turn may also enhance liquidity.

Given the above SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/94 dated July 03, 2024, amended Chapter V of Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024, which prescribes provisions relating to the denomination of issuance and trading of non-convertible securities.

1. Modification to Denomination Provisions:
The amendment inserts a provision allowing the issuance of debt securities or non-convertible redeemable preference shares at a face value of Rs. 10,000 (earlier Rs. 1,00,000) on a private placement basis, subject to specific conditions. The conditions include the appointment of at least one Merchant Banker, ensuring the security is interest/dividend bearing with a fixed maturity, and allowing various credit enhancements like guaranteed bonds, SBLC-backed securities, and others.

2. Credit Enhancements shall be permitted in securities like guaranteed bonds, partially guaranteed bonds, Standby Letter of credit (SBLC) backed securities; Debt backed by a pledge of shares or other assets, Guaranteed Pooled Bond Issuance (PBI) not through a trust, Obligor/ Co-obligor structures or cross-default guarantee structures, and Debt backed by Payment Waterfall /Escrow, or DSRA, etc., but with Full Guarantee or DSRA Replenishment Guarantee from a third party.

3. Credit Rating Agencies (CRAs) are tasked with verifying the documentation related to these enhancements to ensure they are unconditional, irrevocable, and legally enforceable, and that the support provider has a lower probability of default compared to the issuer.

4. For issuers with valid shelf placement memoranda or General Information Documents (GID) as of the effective date of the circular, funds can be raised through tranche placement memoranda or Key Information Documents at a face value of Rs. 10,000, provided due diligence is carried out by a Merchant Banker.

5. Clause 2.1 of Chapter V relating to trading of non-convertible securities is deleted which previously mandated that the face value of a listed debt security or non-convertible redeemable preference share issued on a private placement basis traded on a stock exchange or OTC basis shall be Rs. 1,00,000/-

6. Clause 2.2 of Chapter V relating to trading of non-convertible securities is deleted which previously mandated that the face value of a listed security mentioned under Chapter V of SEBI NCS Regulations, 2021 and Chapter 13 of this operational circular traded on a stock exchange or OTC basis shall be Rs. 1,00,00,000/-.

7. Clause 2.3 which provided that the Trading Lot shall always be equal to face value has been modified to state that the trading lot of listed debt securities and non-convertible redeemable preference shares issued on a private placement basis will always be equal to their face value.

The provisions of the Circular shall apply to all issues of debt securities and non-convertible redeemable preference shares, on a private placement basis that are proposed to be listed from the date of issuance of the Circular.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/reduction-in-denomination-of-debt-securities-and-non-convertible-redeemable-preference-shares_84573.html

6. Measures to instill confidence in the securities market – Brokers’ Institutional mechanism for prevention and detection of fraud or market abuse

SEBI vide Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2024/96 dated July 04, 2024, directed the sock brokers to comply with the obligations/mechanisms laid down in Chapter IVA of the SEBI (Stock Brokers) (Amendment) Regulations, 2024 which requires stock brokers to put in place an institutional mechanism for prevention and detection of fraud or market abuse.

The following obligations/mechanisms are mandatory for compliance:

Systems for surveillance of trading activities and internal controls
Obligations of the stock broker and its employees
Escalation and reporting mechanisms
Whistle Blower Policy

The provisions of this circular shall come into force in a risk-based, staggered manner to ensure smooth adoption and effective implementation for all the stock brokers by providing enough time for stock brokers, based on their size, to make necessary changes.

The effective date for implementation for different stock brokers has been prescribed in the table below:

Number of active Unique Clint Codes (UCCs) of stockbroker as on the last day of the preceeding month of the date of issuance of Circular	Applicability of Operational/Working Modalities & Guidance Note
> 50,000	January 01, 2025
2,001 to 50,000	April 01, 2025
up to 2,000	April 01, 2026

In the case of Qualified Stock Brokers (QSBs), considering that enhanced obligations and responsibilities such as governance structure and processes and surveillance of client behavior are already being followed by them, the effective date for implementation of the circular for QSBs (irrespective of the number of UCCs) is August 01, 2024.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/measures-to-instil-confidence-in-securities-market-brokers-institutional-mechanism-for-prevention-and-detection-of-fraud-or-market-abuse_84588.html

7. Modification to Enhanced Supervision of Stock Brokers and Depository Participants

As part of the monitoring criteria, SEBI vide Circular no. SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 2016, and Master Circular for Stock Brokers dated May 22, 2024, inter-alia specified timelines for submission of annual audited accounts by Stock Brokers which is by September 30 of the relevant year and net worth certificate by Depository Participants to the depository for the year ending March 31 by September 30.

SEBI vide Circular SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2024/95 (“the Circular”) dated July 04, 2024, as a step towards ease of doing business has revised the above-mentioned timelines to October 31 of the relevant year.

The provisions of the Circular shall come into force with immediate effect.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/modification-to-enhanced-supervision-of-stock-brokers-and-depository-participants_84590.html

8. Measures for Ease of Doing Business for Credit Rating Agencies (CRAs) – Timelines and Disclosures

SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2024/97 dated July 04, 2024, introduced measures for ease of business operations for CRAs by specifying timelines and disclosure requirements. This circular modifies Chapter III of the Master Circular dated May 16, 2024.

Para 28.3.3 of the Master Circular stands modified to provide specific timelines for dealing with appeals made by the issuer in respect of rating actions carried out pursuant to periodic surveillance of ratings:

*Scenario*	*Timeline – immediately but not later than*
Communication of the rating to the issuer	1 working day of the Rating Committee meeting*
Request for review/ appeal of rating by the Issuer	3 working days of the Rating Committee meeting
Dissemination of Press Release on CRA’s website and intimation of the same to Stock Exchange/ Debenture Trustee	7 working days of the Rating Committee meeting

*While an outer timeline of 1 working day has been specified, CRAs shall endeavor to communicate the rating to the issuer on the same day as the Rating Committee meeting.

Additionally, CRAS must maintain an archive of all disclosures on their websites for at least 10 years.

Specific disclosures, such as the list of non-cooperative issuers, ratings not accepted by issuers, and delays in periodic reviews, have designated periods for publication.

The CRAs shall also maintain records in respect of the said disclosures for 10 years, which may be shared with Debenture Trustees upon request and be made available by the CRAs on their website under the issuer-specific Press Releases/ Rating Rationale section.

The circular takes effect on August 1, 2024, and its implementation will be monitored through the half-yearly internal audits as per CRA Regulations. This initiative aims to protect investor interests and enhance the regulatory framework of the securities market.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/measures-for-ease-of-doing-business-for-credit-rating-agencies-cras-timelines-and-disclosures_84599.html

9. Draft Circular on “Treatment of interest income by Clearing Corporations (CCs) on cash collaterals received from Clearing Members (CMs) and upstreamed client funds” for Public Comments

SEBI issued a Consultation Paper on the treatment of interest income by Clearing Corporations (CCs) on cash collaterals received from Clearing Members (CMs) and upstreamed client funds.

The Consultation Paper was issued to review the existing practice of interest or income earned by CCs on the cash collaterals received from CMs and upstreamed clients’ funds. The matter was discussed in the Risk Management Review Committee of SEBI (RMRC) and based on the recommendations of RMRC and subsequent deliberations, the draft circular on the captioned matter is placed in Annexure-A for public comments.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-paper-on-treatment-of-interest-income-by-clearing-corporations-ccs-on-cash-collaterals-received-from-clearing-members-cms-and-upstreamed-client-funds_84620.html

10. Ease of Doing Business - Streamlining of prudential norms for passive schemes regarding exposure to securities of group companies of the sponsor of Mutual Funds

SEBI vide Circular SEBI/HO/IMD/IMD-PoD-2/P/CIR/2024/098 dated July 08, 2024, issued revised norms on investments by passively managed mutual fund (MF) schemes in the group companies of their sponsors.

The revised norms specify the following conditions subject to which passive MF schemes can invest in listed securities of group companies of the sponsor in excess of 25% of the net assets of the scheme:

Equity-oriented ETFs and Index Funds, based on widely tracked and non-bespoke indices, can make investments in accordance with the weightage of the constituents of the underlying index. However, such investments shall be subject to an overall cap of 35% of the net asset value of the scheme, in the group companies of the sponsor.
Widely tracked and non-bespoke indices shall be indices that are tracked by passive funds or act as primary benchmarks for actively managed funds with collective Assets under Management (AUM) of Rs. 20,000 Crore and above.
The list of indices based on the criteria specified above, shall be determined on the half half-yearly basis as per the above specified AUM threshold as of March 31 and September 30 respectively. The list of such indices shall be updated by AMFI and published on its website by April 15 and October 15 respectively every year, after seeking SEBI’s approval.

Based on the criteria specified at point (b) above, the list of indices as of June 30, 2024, is provided in Annexure A to the Circular.

Conditions to be fulfilled for passive MF schemes based on indices other than those mentioned in Annexure A to the Circular:

Such schemes shall be rebalanced within 30 business days from the date of issuance of the Circular.
In case the portfolios of such schemes are not rebalanced within 30 business days, justification in writing, including details of efforts taken to rebalance the portfolio shall be placed before the Investment Committee of the AMC. The Investment Committee, if so desires, can extend the timeline for rebalancing up to 60 business days from the date of completion of the mandated rebalancing period.
In case the portfolios of schemes are not rebalanced within the aforementioned mandated plus extended timelines, AMCs shall not be permitted to launch any new scheme till the time the portfolio is rebalanced and not levy exit load, if any, on the existing investors of such scheme(s).

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/ease-of-doing-business-streamlining-of-prudential-norm-for-passive-schemes-regarding-exposure-to-securities-of-group-companies-of-the-sponsor-of-mutual-funds_84633.html

11. Consultation Paper on the amendment to Master Circulars for Infrastructure Investment Trusts (InvITs) and Real Estate Infrastructure Trusts (REITs) dated May 15, 2024

On July 09, 2024, SEBI placed a consultation paper to seek public comments on the amendment proposed to the Master Circular on Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs).

Market participants have represented to provide clarity on the availability of the right to nominate a director on the Board of Directors of the Investment Manager of InvIT / Manager of REIT, to a unitholder where such nomination right is also available to a unitholder in the capacity of a lender to the Investment Manager / Manager or the InvIT / REIT (or its HoldCo(s) or SPVs).

Accordingly, it is proposed to amend the Master Circular for InvITs and REITs dated May 15, 2024, to provide that the restriction relating to the right to nominate a Unitholder Nominee Director shall not be applicable if the right to appoint a nominee director is available in terms of Regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993 viz.

in case of 2 consecutive defaults in payment of interest to the debenture holders; or
in case of default in the creation of security for debentures; or
default in the redemption of debentures.

12. Information to be filed by schemes of Alternate Investment Funds (AIFs) availing dissolution period/additional liquidation period and conditions for in-specie distribution of assets of AIFs

SEBI vide Circular SEBI/HO/AFD-1/AFD-1-PoD/P/CIR/2024/100 dated July 09, 2024 ( effective date is also the same), issued a circular outlining the filing requirements for AIFs schemes that opt for a dissolution period to deal with their unliquidated investments.

A. Information Memorandum for schemes of AIFs entering into the Dissolution Period:

AIFs vide SEBI (Alternative Investment Funds) (Second Amendment) Regulations 2024 (“AIF Amendment Regulations”), provided flexibility to opt for a dissolution period to deal with their unliquidated investments that are not sold due to lack of liquidity. Further, SEBI vide circular dated April 26, 2024, has also inter-alia, specified the modalities for schemes of AIFs entering into dissolution period.

In terms of SEBI (Alternative Investment Funds) Regulations 2012 (“AIF Regulations”), an AIF entering into a dissolution period is required to file an information memorandum with SEBI through a merchant banker in the manner specified by SEBI. Accordingly, the following has been specified:

Information Memorandum (IM) for a scheme of an AIF entering into a dissolution period shall be submitted to SEBI before the expiry of the liquidation period or additional liquidation period of the scheme, as the case may be.
The format for this information memorandum and the due diligence certificate to be submitted by the merchant banker.

B. Information to be submitted by schemes of AIFs availing additional liquidation period:

In terms of AIF Regulations, a scheme of AIF whose liquidation period has expired or is expiring on or before July 24, 2024, i.e. 3 months from the date of notification of Amendment Regulations such schemes may be granted an additional liquidation period, subject to conditions and in the manner as may be specified by SEBI in the circular dated April 26, 2024.

In this regard, schemes of AIFs that intend to avail the additional/fresh liquidation period in terms of aforesaid provisions shall submit information to SEBI regarding the same as per the format given in the Circular.

C. In specie distribution of investments of AIFs:

In terms of AIF Regulations, SEBI Circular dated May 07, 2024, and April 26, 2024, specify the conditions and modalities for carrying out:

in specie distribution of unliquidated investments of a scheme of an AIF during the liquidation period; and
mandatory in specie distribution of unliquidated investments.

Further, it is clarified in specie distribution of investments of a scheme of an AIF in terms of AIF Regulations (other than the mandatory in specie distribution), shall be carried out after obtaining approval of at least 75% of the investors by the value of their investment in the scheme of the AIF.

The manager, trustee, and KMP of the AIF, and manager shall be responsible for compliance with the provisions prescribed above.

The ‘Compliance Test Report’ prepared by the manager in terms of the SEBI Circular dated May 07, 2024, shall include compliance with the provisions of this Circular.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/information-to-be-filed-by-schemes-of-aifs-availing-dissolution-period-additional-liquidation-period-and-conditions-for-in-specie-distribution-of-assets-of-aifs_84676.html

13. Master Circular on Surveillance of Securities Market

SEBI vide Circular SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/99 dated July 09, 2024, issued a Master Circular on Surveillance of Securities Market.

SEBI has been issuing various circulars from time to time about effective surveillance of the securities market. To ensure the availability of consolidated information contained in all the circulars about the surveillance of the securities market in one place, the provisions of the relevant circulars have been consolidated in this Master Circular. This Master Circular is categorized subject-wise under various headings, viz., trading rules and shareholding in dematerialized mode, monitoring of unauthenticated news circulated by SEBI registered market intermediaries through various modes of communication and disclosure reporting under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The link for the aforesaid Master Circular is as follows:
https://www.sebi.gov.in/legal/master-circulars/jul-2024/master-circular-on-surveillance-of-securities-market_84680.html

14. SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, and SEBI (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024

SEBI vide Notification SEBI/LAD-NRO/GN/2024/193 and SEBI/LAD-NRO/GN/2024/192 dated July 13, 2024, introduced SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, and SEBI (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024 respectively which will be effective from the date of its publication in the Official Gazette.

With this amendment the following changes occurred

Definition of employee unit option scheme has been inserted which means a scheme under which the investment manager/manager grants unit options to its employees through an employee benefit trust.
Definition of Liquid Asset has been inserted which means 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.
A new framework for Unit Based Employee Benefits Scheme is inserted as “Chapter IVB – Framework for Unit Based Employee Benefits Scheme” in the SEBI (Infrastructure Investment Trusts) Regulations, 2014, and “Chapter IVA – Framework for Unit Based Employee Benefits Scheme” in the SEBI (Real Estate Investment Trusts) Regulations, 2014. The provisions of these chapters shall apply to all unit-based employee benefits schemes introduced on or after the date of this chapter coming into force.
‘Rights and Responsibilities of an Investment Manager/ Manager’ has been modified to allow the investment manager/ manager to offer a unit-based employee benefits scheme to the employees of InVITs/REIT at its discretion.
New clauses have been included to include provisions related to the unit-based employee benefits scheme as well as approval by way of a special resolution to grant options to identified employees, during any one year, equal to or exceeding 1% of the unit capital of the InVIT/REIT at the time of grant of options.
New Schedule, Schedule IX within SEBI (Real Estate Investment Trusts) Regulations, 2014, and Schedule X under SEBI (Infrastructure Investment Trusts) Regulations, 2014, has been inserted. These schedules provide the following:
- Minimum contents of the Trust Deed
- Terms and conditions for formulation of Schemes
- Contents of the Explanatory Statement on the Notice of the meeting
- Submission of information to the Stock Exchange
- Undertaking by the Investment Manager
- Format of Notification/disclosures for issue of Units
- Disclosures to be made in the Annual Report

The link to the aforesaid Notification relating to SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024 is as follows:
https://egazette.gov.in/(S(bo4oconzvbuod25rmdhgquki))/ViewPDF.aspx

The link to the aforesaid SEBI (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024 is as follows:
https://egazette.gov.in/(S(bo4oconzvbuod25rmdhgquki))/ViewPDF.aspx

15. Consultation Paper on Introduction of New Asset Class/Product Category

SEBI on July 16, 2024, issued a consultation paper to seek comments from the public on the proposed introduction of a new asset class/ product category (‘New Asset Class’) aimed at bridging the gap between Mutual Funds and Portfolio Management Services (‘PMS’) in terms of flexibility in portfolio construction.

The proposed New Asset Class seeks to provide investors with a regulated investment product featuring higher risk-taking capabilities and a higher ticket size, aimed at curbing the proliferation of unregistered and unauthorized investment products.

Considering that the New Asset Class is intended to have a risk-return profile between MFs and PMS, the proposed regulatory framework needs to accordingly enable higher risk-taking than Mutual Funds while containing commensurate safeguards and risk mitigation measures.

What is the new asset class that’s in the works?	SEBI proposes a new asset class offering greater flexibility than Mutual Funds but less than PMS and AIFs to meet increasing financial product demand.
Who can invest?	The new asset class will cater to investors with ₹10 lakh to ₹50 lakh, bridging the gap between Mutual Funds and higher-ticket PMS and AIFs.
How will their product offerings be different?	The regulator has proposed various investment strategies for the new asset class, including long-short equity and inverse ETFs. Potential products may encompass equity, debt, or hybrid options, such as Green Energy, Green Bonds, and high-yield fixed-income securities. Final norms are yet to be established.
What was the need for this Asset Class?	SEBI identified a need for investment products with greater flexibility and higher ticket sizes to meet evolving market demands. This new asset class aims to address this need and redirect investors from unregistered schemes back into the regulated market.
What will be the advantages of such Investment Products?	SEBI will regulate the new asset class, aiming to make it investor-friendly with options similar to mutual funds. It may include systematic plans like Systematic Investment Plan (SIP), Systematic Withdrawal Plan (SWP), and Systematic Transfer Plan (STP) to enhance investment strategies.
Who can offer this new Asset Class?	Mutual funds meeting specific criteria—three years of operation, an average AUM of ₹10,000 crore, and no recent regulatory issues—can offer the new asset class. Fund houses not fulfilling criteria must appoint an Investment Advisor with at least 10 years of experience and managing an AUM of ₹3,000 crore to launch this product.
What will be the expense ratio of such products? How easy will be redemptions?	SEBI has not yet detailed the expense ratios for the new asset class, but they are expected to be higher than those for Mutual Funds. Redemption conditions may also be more restrictive to prevent premature withdrawals.
What does the introduction of these products mean for PMS and AIF?	The new asset class will intensify competition for PMS and AIFs by attracting investors with lower minimum investment thresholds. This shift may pressure PMS and AIFs to improve their offerings and could potentially diminish their market share.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-paper-on-introduction-of-new-asset-class-product-category_84789.html

16. Consultation Paper on Proposed Legal Provisions for Summary Proceedings

SEBI on July 16, 2024, issued a consultation paper to seek comments from the public on proposed legal changes in the SEBI (Intermediaries) Regulations, 2008 for inclusion of the provisions for the summary proceedings to handle the cases of certain violations of the securities laws by Intermediaries, in a faster and more efficient manner and thereby enhancing the Board’s ability to act swiftly in protecting the interest of investors and maintaining integrity, transparency, and efficiency of the securities market.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-paper-on-proposed-legal-provisions-for-summary-proceedings_84802.html

17. Enabling Credit Rating Agencies (CRAs) to undertake rating activities under International Financial Services Centre Authority (IFSCA)

SEBI vide Circular SEBI/HO/DDHS/DDHS-POD3/P/CIR/2024/102 dated July 19, 2024, enabled Credit Rating Agencies (CRAs) to undertake rating activities under the guidelines of the International Financial Services Centre Authority (IFSCA) within the IFSC-GIFT City.

SEBI (Credit Rating Agencies) Regulations, 1999, and Master Circular for CRAs dated May 16, 2024, provide that CRAs may undertake the rating of financial instruments under the respective guidelines of the financial sector regulators/ authorities. To enable CRAs to undertake rating activities in the International Financial Services Centre – Gujarat International Finance Tech-city (IFSC-GIFT City), the International Financial Services Centre Authority (IFSCA) is added to the list of financial sector regulators/ authorities as specified in the Master Circular.

Any issue arising from the activities of such SEBI registered CRAs in the IFSC shall be dealt with by IFSCA under the powers exercisable under the IFSCA Act and regulations and subsidiary instructions made thereunder. IFSCA shall be responsible for dealing with complaints, enforcement actions, and furnishing information to third parties, including statutory or judicial bodies, for the services provided by the CRAs in the IFSC.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/enabling-credit-rating-agencies-cras-to-undertake-rating-activities-under-ifsca_84849.html

18. Enabling ESG Rating Providers (ERPs) to undertake ESG rating activities under International Financial Services Centre Authority (IFSCA)

SEBI vide Circular SEBI/HO/DDHS/DDHS-POD3/P/CIR/2024/103 dated July 19, 2024, enabled ESG Rating Providers (ERPs) to undertake ESG rating activities under the International Financial Services Centre Authority (IFSCA) within the IFSC-GIFT City.

SEBI (Credit Rating Agencies) Regulations, 1999 and Master Circular for ERPs dated May 16, 2024, provide that ERPs may undertake or offer ESG rating of any product or issuer, as may be required by another financial sector regulator or authority, under the guidelines of such regulator or authority. To enable ERPs to undertake ESG rating activities in the International Financial Services Centre – Gujarat International Finance Tech-city (IFSC-GIFT City), the International Financial Services Centre Authority (IFSCA) is added to the list of financial sector regulators/ authorities as specified in the Master Circular for ERPs.

Any issue arising from the activities of such SEBI-registered ERPs in the IFSC shall be dealt with by IFSCA under the powers exercisable under the IFSCA Act and regulations and subsidiary instructions made thereunder. IFSCA shall be responsible for dealing with complaints, enforcement actions, and furnishing information to third parties, including statutory or judicial bodies, for the services provided by the ERPs in the IFSC.

The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/jul-2024/enabling-esg-rating-providers-erps-to-undertake-esg-rating-activities-under-ifsca_84851.html

19. SEBI (Prohibition of Insider Trading) Amendment Regulations, 2022

SEBI vide Notification SEBI/LAD-NRO/GN/2022/108 dated November 24, 2022, issued SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2022(Amendment Regulations). Now SEBI vide Notification SEBI/LAD-NRO/GN/2024/195 dated July 25, 2024 has appointed November 01, 2024 as the date on which the aforementioned amendment regulations shall be effective.

The following amendments have been made to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations 2015”) vide the amendment regulations:

In Regulation 2(1)(i) the words “except unit of a mutual fund” have been deleted thus bringing the units of a mutual fund within the scope of the PIT Regulations.
In Regulation 2(1)(i) the words redeeming, switching, redeem and switch have been added thus widening the scope of the definition of trading under the PIT Regulations, 2015.
A new chapter viz. Chapter II-A – Restrictions on Communication in relation to and Trading by Insiders in the Units of Mutual Funds has been inserted.
A new schedule viz. Schedule B1 has been inserted to provide for Minimum Standards of Code of Conduct for Mutual Funds to regulate, monitor, and report trading by the Designated Persons in the units of their mutual fund schemes.
In Schedule C, Clause 8 a period of minimum 2 months has been prescribed to be specified by the Code of Conduct of the Intermediary and/or the Fiduciary within which a Designated Person of the Intermediary and/or the Fiduciary who is a connected person of the mutual fund/asset management company/trustees and is permitted to trade in the units of such mutual fund, shall not execute a contra trade.
In Schedule C, Clause 11A has been inserted, specifying that the Code of Conduct of the Intermediary and/or the Fiduciary required to formulate a Code of Conduct shall specify that in case it is observed by the intermediary or fiduciary that there has been a violation of these regulations, such intermediary or fiduciary shall promptly inform the same to the stock exchange(s) in such form and such manner as may be specified by the Board from time to time.

The link for the aforesaid Notifications is as follows:
https://egazette.gov.in/(S(iyf0ysp4eruwiaxreramrlak))/ViewPDF.aspx

https://egazette.gov.in/(S(iyf0ysp4eruwiaxreramrlak))/ViewPDF.aspx

20. Consultation Paper on proposed amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) to rationalize the scope of the expression ‘connected person’, while not increasing compliance requirements

On July 29, 2024, SEBI issued a consultation paper to seek comments on the proposed amendments to the PIT Regulations. The proposed amendment to the PIT Regulations seeks to:

1. Rationalize the scope of the definition of “connected person” under regulation 2(1)(d) of the PIT Regulations:

It has been observed that certain categories of persons who are not covered in the scope of the definition of ‘connected persons’ as per existing regulations, may also be in a position to have access to UPSI from ‘connected persons’ to a company, by virtue of their close relationship with such ‘connected persons’.

Such deemed connected persons, may not occupy any position in a company but are in regular touch with the company and its officers. Accordingly, owing to their proximity and close relationship with the connected persons, deemed connected persons are considered to be in such a position where they can potentially indulge in insider trading.

Given the above, the following amendments are proposed to the definition of “connected person”:

Replacement of the term ‘immediate relative’ by the term ‘relative’, in line with the definition of relative under the Income Tax Act, 1961;
to include the following in the category of deemed connected person:
- a firm or its partner or its employee in which a ‘connected person’ is also a partner;
- any person on whose advice, directions, or instructions a ‘connected person’ is accustomed to act;
- a body corporate whose board of directors, managing director, or manager is accustomed to act in accordance with the advice, directions, or instructions of a ‘connected person’;
- persons sharing a household or residence with a ‘connected person’;
- persons having a material financial relationship with a ‘connected person’ including for reasons of employment or financial dependency or frequent financial transactions;
- a Hindu Undivided Family (HUF) where Karta or any of the member/coparcener is a ‘connected person’ or a relative of a ‘connected person’.

The reference for the above additions is drawn from the definition of “related party” in section 2(76) of the Companies Act, 2013, and based on the experience.

When a charge under PIT Regulations is leveled on such deemed connected persons, the onus will be cast on such persons to prove that they did not have UPSI, in terms of PIT Regulations

The revised definition of “connected person” (changes proposed are highlighted in bold and underlined) is as follows:

any person who is or has been, during the six months prior to the concerned act, associated with a company; in any capacity, directly or indirectly, including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship, whether temporary or permanent, with the company, that allows such a person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:
- a relative of connected persons specified in clause (i); or
- a holding company or associate company or subsidiary company; or
- an intermediary as specified in section 12 of the Act or an employee or director thereof; or
- an investment company, trustee company, asset management company, or an employee or director thereof; or
- an official of a stock exchange or of clearing house or corporation; or
- a member of the board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
- a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
- an official or an employee of a self-regulatory organization recognized or authorized by the Board; or
- a banker of the company; or
- a concern, firm, Trust, Hindu undivided family, company, or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten percent of the holding or interest; or
- a firm, its partner, or its employee in which a connected person specified in clause (i) is also a partner; or
- any person on whose advice, directions, or instructions, a connected person specified in clause (i) is accustomed to act; or
- a body corporate whose board of directors, managing director, or manager is accustomed to act in accordance with the advice, directions, or instructions of a connected person specified in clause (i); or
- persons sharing household or residence with a connected person specified in clause (i); or
- persons having a material financial relationship with a connected person specified in clause (i) including for reasons of employment or financial dependency or frequent financial transactions; or
- Hindu Undivided Family (HUF) where Karta or any of the member/coparcener is a connected person specified in clause (i) or a relative of connected persons specified in clause (i).

NOTE: It is intended that a connected person is one who has a connection with the company that is expected to put him in possession of unpublished price-sensitive information. Relatives and other categories of persons specified above are also presumed to be connected persons but such a presumption is a deeming legal fiction and is rebuttable. This definition is also intended to bring into its ambit persons who may seemingly not occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operations. It is intended to bring within its ambit those who would have access to or could access unpublished price-sensitive information about any company or class of companies by virtue of any connection that would put them in possession of unpublished price-sensitive information.

2. Rationalize the definition of “relative” vide new regulation 2(1)(hc) in line with the definition of relative under the Income Tax Act, 1961:

The following new definition of relative is proposed:

spouse; or
sibling(s); or
sibling(s) of spouse; or
siblings of parents; or
any lineal ascendant or descendant of the individual or spouse; or
spouse of the person referred to in sub-regulation (ii) to (v) above

NOTE: It is intended that the relatives of a “connected person” too become connected persons for the purpose of these regulations. It is a rebuttable presumption that a connected person had UPSI.

The new definition of “relative” is introduced only to establish insider trading and does not entail any new compliance requirements. Further, to ensure the continuance of ease of doing business and to ensure there is no increase in compliance requirements, the definition of ’immediate relative’ under regulation 2(1)(f) is proposed to be retained in the PIT Regulations. Accordingly, the requirement for disclosures of trades of ‘immediate relative’ by promoters/directors/designated persons under PIT Regulations will continue to be with respect to the ‘immediate relative’ of promoters/directors/designated persons and not with respect to relatives.

3. Removal of “Note” from the definition of “immediate relative” in regulation 2(1)(f) of PIT Regulations

Since the term ‘immediate relative’ is proposed to be substituted with the term ‘relative’ in the definition of ‘connected person’, the ‘Note stating that the immediate relatives of a connected person too become connected persons” becomes redundant. Accordingly, it is proposed to do away with the ‘Note‘ from the definition of ‘immediate relative’.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-paper-on-proposed-amendments-to-the-sebi-prohibition-of-insider-trading-regulations-2015-to-rationalize-the-scope-of-the-expression-connected-person-while-not-increasing-compliance-_85249.html

21. SEBI launches chatbot “SEVA” for investors

SEBI vide Press Release No. 14/2024 dated July 29, 2024, informed the stakeholders about the introduction of SEBI’s Virtual Assistant (SEVA), an AI-based chatbot designed to assist investors. The Beta version of Chatbot is inclusive of features like citations for generated responses, speech-to-text, text-to-speech, and follow-up questions. The Chatbot currently answers questions related to securities markets, master circulars, and grievance redressal processes, with plans for expansion based on user feedback. The beta version of the chatbot is accessible via SEBI’s investor website https://investor.sebi.gov.in/ and the SAARTHI mobile app, available on both Android and iOS platforms. The app can be downloaded using the below links:

For Android – https://play.google.com/store/apps/details?id=com.sebi.invapp

For iOS – https://apps.apple.com/in/app/saa%E2%82%B9thi/id1589426387

The Link to the aforesaid Press release is as follows:
https://www.sebi.gov.in/media-and-notifications/press-releases/jul-2024/sebi-launches-chatbot-seva-for-investors_85254.html

22. Consultation Paper on Draft Circular on “Amendment to Para 15 of Master Circular for Credit Rating Agencies (CRAs) dated May 16, 2024”

On July 25, 2024, SEBI issued a consultation paper to seek comments on the draft circular titled “Amendment to Para 15 of Master Circular for Credit Rating Agencies (CRAs) dated May 16, 2024 (“Master Circular”).

As per the Master Circular for the servicing of debt (principal as well as interest), a delay of 1 day even of 1 rupee from the scheduled repayment date is considered as default except in cases of rescheduling of the debt instrument by the lenders before the due date of payment.

Credit Rating Agency (CRA) should frame a policy for upgrading default rating to investment grade rating and place it on its website. The policies may include scenarios like technical defaults, change in management, acquisition by another firm, sizeable inflow of long-term funds or benefits arising out of a regulatory action, etc. which fundamentally alter the credit risk profile of the defaulting firm.

The following proposals are recommended:

For Ease of Doing Business (EoDB), the working group has recommended providing specific policy guidance on the definition of ‘technical defaults’ so that the policy is applied uniformly across CRAs.
Proposal is made to omit the term ‘technical defaults’from Para 15.3 of the Master Circular and the modified para reads as under:

Existing Para 15.3 of Master Circular

Modified Para 15.3 of Master Circular

The policies framed above may include scenarios like technical defaults, change in management, acquisition by another firm, sizeable inflow of long-term funds or benefits arising out of a regulatory action, etc. which fundamentally alter the credit risk profile of the defaulting firm.

The policies framed as above may take into consideration scenarios like force majeure events, absence of or incorrect or dormant investor account furnished by the investor(s), notice/ instruction received from a government authority to freeze the account of investor(s), bank strike on the due date of payment, etc. The said policies may also include scenarios such as change in management, acquisition by another firm, sizeable inflow of long-term funds or benefits arising out of a regulatory action, etc., which fundamentally alter the credit risk profile of the defaulting firm.

The link for the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/jul-2024/consultation-on-draft-circular-amendment-to-para-15-of-master-circular-for-credit-rating-agencies-cras-dated-may-16-2024_85193.html

23. Reporting Forms for Social Enterprises listed and registered on SSE

SEBI vide Circular SEBI/HO/CFD/PoD-1/P/CIR/2024/0059 dated May 27, 2024, had prescribed timelines for disclosure by Social Enterprises on the Social Stock Exchange (“SSE”) for FY 2023-24.

In terms of Regulation 91C (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations’) Not for Profit Organizations (NPOs) registered on SSE including NPOs whose designated securities are listed on SSE, shall be required to make Annual Disclosures to the SSE on matters specified under the SEBI Circular dated September 19, 2022, by October 31, 2024, for the Financial Year 2023-24.

In terms of Regulation 91E (1) of SEBI LODR Regulations, 2015, Social Enterprises which has registered or raised funds through SSE shall be required to submit an Annual Impact Report to SSE by October 31, 2024, for the Financial Year 2023-24.

The Social Stock Exchange Advisory Committee (SSEAC) in its meeting had proposed and approved the revisions in the formats for the filing of the Annual Disclosures and Annual Impact Report along with the guiding framework on logic model for integrating theory of change in projects to be listed in Social Stock Exchange, as per below.

Form 1A: Annual Self-Disclosure Report (covering general and governance disclosure aspects that are not dependent on statutory financial audit).
Form 1B: Annual Self-Disclosure Report (covering disclosures of general, governance and finance aspects that have a reference to audited financial statements) and Annual Social Impact Report by Social Enterprise (Report to be prepared Annually by Social Enterprises for significant Social Projects/programs not funded through Listing on SSE).
Form 2.1: Annual Social Impact Report by Social Enterprise (Report to be prepared Annually by Social Enterprises for Social Projects/programs funded by security listed on SSE).
Guiding Framework on Logic Model for integrating Theory of Change in projects to be listed in Social Stock Exchange

NSE vice Circular No: NSE/CML/2024/22 dated July 31, 2024 has specified the revised formats and has requested that the Social Enterprises listed and registered on Social Stock Exchange ensure that the aforesaid disclosures are submitted in the revised formats for the financial year ended March 31, 2024, onwards.

The link for the aforementioned Circular is as follows:
https://www.nseindia.com/companies-listing/circular-for-listed-companies-equity-market

24. Consultation Paper on proposal to improve ease of doing business with respect to the additional disclosure framework for large FPIs

On July 30, 2024, SEBI issued a consultation paper to seek comments on the proposal to improve ease of doing business with respect to the additional disclosure framework for large FPIs. Earlier in August 2023, SEBI mandated that the FPIs which fulfill the specified criteria shall be required to disclose the details of all entities holding any ownership, economic interest, or control in an FPI, on a full look through basis, without any threshold.

Additional disclosures were prescribed for identifying whether the FPIs originated from or were controlled by investors from Land Bordering Countries (LBC) or not, so that they can be monitored by the concerned authorities.

For improving the ease of doing business, it is proposed to modify the disclosure requirements and link the same to an appropriate minimum threshold of disclosure rather than mandating disclosure of each and every interest owner in the fund. The threshold for identification and categorization of an FPI as an LBC or non-LBC entity is detailed in the consultation paper which can be accessed from the link given below.

The link for the aforesaid Consultation Paper is as follows:
SEBI | Consultation paper on proposal to improve ease of doing business with respect to the additional disclosure framework for large FPIs <a href=’https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPublicComments=yes’ target=’_blank’ style=’color:#007ffc’> Click here to provide your comments </a>

25. Consultation Paper on Measures to strengthen index derivatives framework for increased Investor protection and Market stability

On July 30, 2024, SEBI issued a consultation paper to seek comments on the measure proposed for protecting the interest of investor and market stability. In the recent times, there has been a rise in speculative trading activity in index options which can undermine long-term capital growth and it has also resulted in poor outcomes for individual investors.

To address these issues, SEBI established an Expert Working Group (EWG) made up of professionals from various fields to propose short- and medium-term measures to improve investor protection, risk management, and overall market regulation within the derivatives sector.

The EWG’s immediate recommendations were reviewed by SEBI’s Secondary Market Advisory Committee (SMAC). Following these discussions, SEBI is now considering new measures for index derivatives segment and has proposed changes which are briefed as follows:

1. Rationalization of strike price for options

It is proposed to rationalize the existing strike price introduction methodology by incorporating certain principles.

2. Upfront collection of options premiums

It is proposed that collection of option premiums from the clients shall be done on an upfront basis

3. Removal of calendar spread benefit on expiry day

It is proposed that the margin benefit for calendar spread position should not be provided for positions involving any of the contract expiring on the same day.

4. Intraday monitoring of position limits:

It is proposed that the position limits for index derivative contracts shall also be monitored by the clearing corporations/ stock exchanges on intra-day basis

5. Minimum contract size

The Minimum Contract size for index derivative contracts to be revised by making the minimum value of derivatives contract at the time of introduction to be between 15 lakhs to 20 lakhs and after 6 months, minimum value of derivatives contract to be between the interval of 20 lakhs to 30 lakhs

6. Rationalization of weekly index products

It is proposed that weekly options contracts to be provided on single benchmark index of an exchange

7. Increase in margin near contract expiry

To address the issue of high implicit leverage in options contracts near expiry, creating a high risk on notional basis for entities dealing in options, it is proposed that the margins on Expiry Day and the day before expiry be increased

The link for the aforesaid Consultation Paper is as follows:
SEBI | Consultation Paper on Measures to strengthen index derivatives framework for increased Investor protection and Market stability <a href=’https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPublicComments=yes’ target=’_blank’ style=’color:#007ffc’> Click here to provide your comments </a>