Amendments in Securities Law
Amendments by SEBI in September 2024
1. SEBI study shows 54% of IPO Shares allotted to Investors (excluding anchor investors) are sold within a week
In light of the increasing participation of retail investors and the heightened oversubscription in recent IPOs, SEBI conducted an in-depth study to analyze investor behavior in Main Board IPOs. The study encompasses data from 144 IPOs listed between April 2021 and December 2023.
Key findings of the study include flipping behavior among Individual Investors, disposition effect evident among investors, returns influencing the selling behavior, and surge in Demat accounts post-COVID. Further study shows a significant reduction in Non-Institutional Investor (NII) category oversubscription and a sharp decline in applications from Big Ticket NII Investors.
The link for the aforesaid Press Release is as follows:
https://www.sebi.gov.in/media-and-notifications/press-releases/sep-2024/sebi-study-shows-54-of-ipo-shares-allotted-to-investors-excluding-anchor-investors-are-sold-within-a-week_86387.html
2. Disclosure for utilization of issue proceeds for Listed Entities on NSE EMERGE
NSE vide Notice NSE/CML/2024/23 dated September 05, 2024, issued a disclosure with respect to the disclosure of utilization of issue proceeds for Listed Entities on NSE EMERGE.
The listed entity on the NSE EMERGE platform w.e.f. April 01, 2023 onwards, shall submit to the Stock Exchange along with the financial results, a certificate indicating the utilization of the issue proceeds certified by the Statutory Auditor (post approval by the Audit Committee of listed entity) specifying the object wise amount as disclosed in the Offer Document(s) and the actual utilization of funds, along with any variation(s), if any as per the format prescribed.
The aforesaid certificate shall be submitted until the issue proceeds have been fully utilized or the purpose for which the proceeds were raised has been fulfilled. This circular shall be applicable with immediate effect. Further, the circular shall not apply to the listed entity wherein the monitoring agency has been appointed.
The link for the aforesaid NSE Notice is as follows:
https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE%20Circular%20for%20Statement%20on%20Deviation-SME_0.pdf
3. Modification in the timeline for submission of status regarding payment obligations to the stock exchanges by entities that have listed commercial paper
SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/117 dated September 06, 2024, revised the reporting timeline for entities with listed Commercial Paper, as stated in the updated Chapter XVII of the Master Circular for Non-convertible Securities and related instruments.
Earlier, issuers were required to submit a certificate confirming payment obligations within 2 days of payment due. Vide this Circular, this confirmation is required to be submitted within 1 working day, aligning the reporting timeline with that for other listed non-convertible securities.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/modification-in-the-timeline-for-submission-of-status-regarding-payment-obligations-to-the-stock-exchanges-by-entities-that-have-listed-commercial-paper_86493.html
The link for the BSE Notice is as follows:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240920-18
The link for the NSE Notice is as follows:
https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE_Circular_1009202438.pdf
4. Clarification in respect of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024
BSE vide Notice 20240910-58 and NSE vide Notice NSE/CML/2024/37 issued a Clarification in respect of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024.
SEBI vide its Notification SEBI/LADNRO/GN/2024/190 dated July 10, 2024, inserted the following after regulation 23(6):
(a) The issuer shall fix a record date for payment of interest, dividend, and payment of redemption or repayment amount or for such other purposes as specified by the Board.
(b) Such record date shall be fixed at 15 days prior to the due date of payment interest or dividend, repayment of principal or any other corporate actions.”
The said amendment applies to all listed and proposed to be listed non-convertible securities.
All entities having their Non-Convertible Securities listed with Exchange are required to fix a record date in compliance with the abovementioned amendment.
Listed entities are further required to make necessary changes in listing documents/disclosures submitted with exchange (if required).
The link for the aforesaid BSE Notice is as follows:
Notice Number (bseindia.com)
The link for the aforesaid NSE Notice is as follows:
https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE_Circular_1009202437.pdf
5. Allowing securities funded through cash collateral as maintenance margin for Margin Trading Facility (MTF)
SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/118 dated September 11, 2024, amended its regulations to allow securities funded through cash collateral to be used as maintenance margin for the Margin Trading Facility (MTF).
The development took place after the SEBI received representations from market participants through the Industry Standards Forum (ISF) to relax the requirement for the margin trading facility.
The amendment affects Chapter 1, Para 4.3.3.1 of SEBI’s Master Circular on Stock Exchanges and Clearing Corporations (dated October 16, 2023). The updated rule permits securities, specifically stocks or units of Equity ETFs, funded via cash collateral and used for MTF, to be treated separately for computing the funding amount. No commingling of securities is allowed.
A new clause (4.3.3.5) is introduced, which mandates that funded stocks considered for maintenance margin must fall under Group 1 securities, with applicable margin requirements set at VaR + 5 times the Extreme Loss Margin.
Trading members must report MTF exposure by 6:00 PM on T+1 day, as outlined in the revised clause 4.8.1.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/allowing-securities-funded-through-cash-collateral-as-maintenance-margin-for-margin-trading-facility-mtf-_86590.html
6. Optional mechanism for fee collection by SEBI registered Investment Advisers (IAs) and Research Analysts (RAs)
SEBI vide Circular SEBI/HO/MIRSD/MIRSD-POD-1/P/CIR/2024/120 dated September 13, 2024, introduced an optional Centralized Fee Collection Mechanism (CeFCoM) for registered Investment Advisers (IAs) and Research Analysts (RAs).
Under this mechanism, clients shall pay fees to IAs/RAs, through a designated platform/portal administered by a recognized Administration and Supervisory Body (ASB). The mechanism has been co-created by BSE Limited with the help of various stakeholders. Though the mechanism is optional, ASB, in the interest of investors, shall take steps to encourage clients and the registered IAs and RAs to avail of the services of this mechanism, and registered IAs and RAs shall encourage their clients to use this mechanism.
BSE will provide the operational framework by September 23, 2024, and make the system functional from October 1, 2024.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/optional-mechanism-for-fee-collection-by-sebi-registered-investment-advisers-ias-and-research-analysts-ras-_86668.html
7. Reporting by Foreign Venture Capital Investors (FVCIs)
SEBI vide Circular SEBI/HO/AFD/AFD-PoD-3/P/CIR/2024/121 dated September 13, 2024, revised the quarterly reporting format for Foreign Venture Capital Investors (FVCIs), effective for the quarter ending September 30, 2024.
Under Regulation 13(1) of SEBI (FVCI) Regulations, 2000, FVCIs are required to submit quarterly reports, irrespective of whether any investments were made during the quarter. The new reporting format, enclosed as Annexure-1 to the Circular, covers general information about the FVCI, cumulative funds raised, and industry-wise investment details. Further, in accordance with Regulation 14 (2) of FVCI Regulations, 2000, the Custodian shall be responsible for the timely submission of the report.
The reports for the quarters ending September and December 2024 must be submitted in Excel format by November 15, 2024, and January 15, 2025, respectively, via email. From the quarter ending March 2025 onwards, submissions will be made through SEBI’s intermediary portal within 15 days after each quarter.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/reporting-by-foreign-venture-capital-investors_86680.html
8. Enabling T+2 trading of Bonus shares where T is the record date
SEBI vide Circular CIR/CFD/PoD/2024/122 dated September 16, 2024, aimed at improving the efficiency of bonus share issues. Effective October 1, 2024, the circular mandates a reduction in the time for trading bonus shares from the record date.
Issuers must apply for approval of the bonus issue within 5 working days of the board meeting and fix the record date (T-day), with the deemed date of the allotment being T+1. Stock exchanges will notify the record date and allotment date, while issuers must submit documents to depositories by noon the next working day (T+1). Bonus shares will be available for trading on T+2. Additionally, the requirement for temporary ISINs for bonus shares is exempted, allowing direct credit into the permanent ISIN. Exchanges and depositories must update their regulations accordingly. Non-compliance will result in penalties as outlined in SEBI’s previous circular on non-compliance.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/enabling-t-2-trading-of-bonus-shares-where-t-is-the-record-date_86714.html
The link for the NSE Notice is as follows:
https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE_Circular_16092024.pdf
9. SEBI (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2024
SEBI vide Notification SEBI/LAD-NRO/GN/2024/205 dated September 17, 2024, notified the SEBI (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2024 which shall come into force on the date of their publication in the Official Gazette.
To facilitate ease of doing business and provide flexibility to Issuers, SEBI has amended the provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to streamline the public issue process for debt securities and Non-Convertible Redeemable Preference share to ensure that:
- Issuers whose specified securities are listed on a recognized stock exchange having nationwide trading terminals shall post the draft offer document filed with stock exchange(s) for 1 day immediately after the date of filing the draft offer document with stock exchange(s).
- Flexibility to issuers by providing discretion to issuers about advertisement of public issues through electronic modes subject to containing a QR Code and Link to complete advertisement in newspapers.
- Reduction in the minimum subscription period to 2 working days from 3 working days.
- Details of branches may be provided via static QR codes, ensuring better accessibility to information for stakeholders. Details about branches or units of the issuer shall be provided to the debenture trustee.
- Disclosure of personal address and PAN of promoters is not required in the offer document as the same is already provided to the stock exchange, with a declaration in the offer document.
- Utilization of issue proceeds [in priority order] including the purpose of placement, project cost breakdown, means of financing the project, and proposed deployment status at each stage shall also be disclosed.
- Authorised person to provide attestation in the offer document instead of all directors [in case issuer is body corporate] as authorized by Board through resolution which shall be disclosed in the offer document.
- Authorised persons will be Executive Chairperson/MD/CEO/CFO/WTD and Compliance Officer or any two KMPs.
- Attestation to include a clause that the Board of issuer has reviewed the content of the offer document and the Board shall have the final & ultimate responsibility for the same.
- For purchase/acquisition of immovable property, disclosure of specified details for top 5 vendors (based on transaction value) and remaining vendor details may be aggregated and provided via QR code/ weblink. Such details should also be provided to the debenture trustee and kept open for inspection.
- Reduction in the period for seeking public comments on the draft offer Documents from 7 working days to 5 days.
The link for the aforesaid Notification is as follows:
https://www.sebi.gov.in/legal/regulations/sep-2024/securities-and-exchange-board-of-india-issue-and-listing-of-non-convertible-securities-second-amendment-regulations-2024_86784.html
The link for the aforesaid BSE Notice is as follows:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240920-22
10. Flexibility in participation of Mutual Funds in Credit Default Swaps (CDS)
SEBI vide Circular SEBI/HO/IMD/PoD2/P/CIR/2024/125 dated September 20, 2024, issued a circular permitting mutual funds greater flexibility in participating in Credit Default Swaps (CDS).
Previously, mutual funds could only use CDS to hedge against credit risks on corporate bonds, but the updated regulations now allow them to buy and sell CDS as an additional investment option. This change aims to enhance liquidity in the corporate bond market. The circular outlines various conditions, including exposure limits, requirements for investment-grade ratings, and risk management protocols. Specifically, mutual fund schemes can buy CDS to hedge their debt securities but must ensure that CDS exposure does not exceed the corresponding debt security exposure. Additionally, mutual funds can sell CDS only when backed by cash or government securities. The new rules aim to support the development of the CDS market while ensuring proper risk management and compliance with existing regulations.
The link for the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/flexibility-in-participation-of-mutual-funds-in-credit-default-swaps-cds-_86871.html
11. Proposed amendment to SEBI LODR Regulations, 2015 with respect to allowing only electronic mode for payment of dividend or interest or redemption or repayment amounts
SEBI issued a consultation paper to seek comments or suggestions from the public and other stakeholders on the proposal to amend SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for allowing only electronic mode for payment of dividend or interest or redemption or repayment amounts.
This amendment aims to mandate that all payments related to dividends, interest, redemptions, or repayments be conducted exclusively electronically. Currently, while electronic payment methods are encouraged, there are provisions allowing physical payments via warrants or cheques if electronic payment fails or bank details are incorrect. Data shows that 1.29% of electronic dividend payments have failed in demat accounts due to such issues.
The proposal emphasizes the benefits of electronic payments, including increased convenience, reduced fraud risk, environmental sustainability, and lower transaction costs. By enforcing this amendment, SEBI aims to align the payment processes for Demat account holders with those for physical security holders, thereby encouraging investors to update their bank details.
The link to the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/sep-2024/proposed-amendment-to-sebi-lodr-regulations-2015-with-respect-to-allowing-only-electronic-mode-for-payment-of-dividend-or-interest-or-redemption-or-repayment-amounts_86872.html
12. Master Circular on Surveillance of Securities Market
SEBI vide Circular SEBI/HO/ISD/ISD-PoD-2/P/CIR/2024/126 dated September 23, 2024, issued a Master Circular on surveillance of the Securities Market.
To ensure the availability of consolidated information contained in all the circulars about 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.
This Master Circular shall come into force from the date of its issue and covers various circulars issued by the Integrated Surveillance Department (ISD) of SEBI and operational as of the date of issuance.
The link to the aforesaid Master Circular is as follows:
https://www.sebi.gov.in/legal/master-circulars/sep-2024/master-circular-on-surveillance-of-securities-market_86929.html
13. Usage of UPI by individual investors for making an application in the public issue of securities through intermediaries
SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/128 dated September 24, 2024, mandated the use of Unified Payments Interface (UPI) by individual investors for applying in public issues of debt securities, non-convertible redeemable preference shares, municipal debt securities, and securitized debt instruments.
This applies to applications made through intermediaries like syndicate members, stock brokers, registrars, and depository participants where the application amount is up to INR 5 lakhs. Investors must provide a UPI ID linked to their bank accounts in the bid-cum-application form. The move aims to streamline and align the application process for these securities with that of equity shares and convertibles. However, other modes of application, such as using Self Certified Syndicate Banks (SCSBs) or stock exchange platforms, will continue to be available. This regulation is effective for public issues opening on or after November 1, 2024.
The link to the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/usage-of-upi-by-individual-investors-for-making-an-application-in-public-issue-of-securities-through-intermediaries_86972.html
14. Reduction in the timeline for listing of debt securities and Non-Convertible Redeemable Preference Shares to T+3 working days from existing T + 6 working days (as an option to issuers for a period of one year and permanently thereafter such that all listings occur on a T+3 basis)
SEBI vide Circular SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/129 dated September 26, 2024, issued a circular to reduce the timeline for listing debt securities and non-convertible redeemable preference shares (NCRPS) from the existing T+6 days to T+3 days.
This change is intended to enhance liquidity and provide issuers and investors with quicker access to funds. Initially, the T+3 timeline will be voluntary for issuers for one year starting November 1, 2024, after which it will become mandatory from November 1, 2025.
The circular outlines a detailed schedule of activities related to the public issue process, including timelines for bid modifications, fund confirmations, allotments, and trading commencement. SEBI’s regulation mandates that if the securities are not listed within the specified timeline, issuers must refund application money promptly, along with interest at the rate of 15%.
The link to the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/reduction-in-the-timeline-for-listing-of-debt-securities-and-non-convertible-redeemable-preference-shares-to-t-3-working-days-from-existing-t-6-working-days-as-an-option-to-issuers-for-a-period-of-_87014.html
15. Operational Guidelines for Foreign Venture Capital Investors (FVCIs) and Designated Depository Participants (DDPs)
SEBI vide Circular SEBI/HO/AFD/AFD-PoD-3/P/CIR/2024/130 dated September 26, 2024, issued a Circular outlining operational guidelines for Foreign Venture Capital Investors (FVCIs) and Designated Depository Participants (DDPs). The provisions of this circular shall come into force with effect from January 01, 2025.
The amendments include provisions related to the registration process for FVCIs via DDPs, eligibility conditions, and renewal of registration. To ensure a smooth transition into the amended FVCI framework, SEBI has provided detailed operational guidelines, which can be accessed in Annexure 1 of the circular.
The link to the aforesaid Circular is as follows:
https://www.sebi.gov.in/legal/circulars/sep-2024/operational-guidelines-for-foreign-venture-capital-investors-fvcis-and-designated-depository-participants-ddps-_87032.html
16. Consultation paper on Draft Circular for “Simplified registration for Foreign Portfolio Investors (FPIs)”
SEBI issued a consultation paper to seek comments or suggestions from the public on the draft circular aimed at simplifying the registration process for Foreign Portfolio Investors (FPIs).
Currently, all FPI applicants must submit a Common Application Form (CAF) along with an Annexure supported by various documents. However, it has been observed that for certain categories of applicants—such as sub-funds of registered master funds and schemes of insurance companies—much of the required information is either redundant or already captured in existing systems.
To streamline the process and reduce the burden on these applicants, the proposed changes suggest using an abridged version of the CAF that includes only the unique fields necessary for registration.
The link to the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/sep-2024/consultation-paper-on-draft-circular-for-simplified-registration-for-foreign-portfolio-investors-fpis-_86950.html
17. Consultation paper on the proposal to exempt certain transactions from trading window restrictions
SEBI issued a consultation paper to seek comments from the public on the proposal for exempting certain transactions including subscriptions to nonconvertible securities from trading window restriction norms for enhancing the ease of doing business.
The current Prohibition of Insider Trading (PIT) Regulations prohibit trading based on Unpublished Price Sensitive Information (UPSI) and require the trading window to close when Designated Persons (DPs) may possess such information.
Based on feedback from market participants, it is proposed that transactions such as subscriptions to Non-Convertible Debentures and similar other instruments, which meet the guiding principles, may be exempted from trading window restrictions. These transactions are considered regulated events subject to disclosure requirements.
https://www.sebi.gov.in/reports-and-statistics/reports/sep-2024/consultation-paper-on-the-proposal-to-exempt-certain-transactions-from-trading-window-restrictions_87021.html
The link to the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/sep-2024/consultation-paper-on-the-proposal-to-exempt-certain-transactions-from-trading-window-restrictions_87021.html
18. Consultation paper on draft circular for “Disclosure of expenses, half-yearly returns, yield and risk-o-meter of schemes of Mutual Funds”
SEBI issued a consultation paper to seek comments from the public on a draft circular for the disclosure of expenses, half-yearly returns, yield, and the risk-o-meter for mutual fund schemes.
SEBI proposes enhanced transparency through the disclosure of expenses, expense ratio, returns, and yields of regular plans and the separation of expense ratio and returns data for regular and direct plans of mutual funds, along with a standardized format for such disclosures. SEBI also plans to update the risk-o-meter by introducing a color-coded system to visually represent the levels of risk, ranging from low to very high.
The link to the aforesaid Consultation Paper is as follows:
https://www.sebi.gov.in/reports-and-statistics/reports/sep-2024/consultation-paper-on-draft-circular-for-disclosure-of-expenses-half-yearly-returns-yield-and-risk-o-meter-of-schemes-of-mutual-funds_87055.html
19. SEBI establishes Foreign Portfolio Investor (FPI) Outreach Cell
SEBI vide Press Release 23/2024 dated September 25, 2024, launched a dedicated Foreign Portfolio Investor Outreach Cell as part of the Alternative Investment Fund and Foreign Portfolio Investors Department (AFD).
This cell will focus on direct engagement with Foreign Portfolio Investors (FPIs), and supporting them in accessing the Indian securities market seamlessly.
Key responsibilities of the FPI Outreach Cell will include:
- Guiding prospective FPIs during the pre-application stage, including assistance with documentation and compliance processes.
- Offering support during the onboarding phase, and resolving any operational challenges that may arise during the registration process or thereafter.
The link to the aforesaid Press Release is as follows:
https://www.sebi.gov.in/media-and-notifications/press-releases/sep-2024/sebi-establishes-foreign-portfolio-investor-fpi-outreach-cell_86996.html
20. Unified Distilled File Formats (UDiFF): SEBI promotes standardized reporting; savings of over Rs.200 crore over 5 years, 90% reduction in reporting requirements for Brokers/ Members, lower cost of entry for new Fintechs
SEBI vide Press Release 24/2024 dated September 26, 2024, introduced the Unified Distilled File Formats (UDiFF) to streamline reporting processes for Trading Members (TMs), Clearing Members (CMs), and Depository Participants (DPs) in the Indian securities market.
In its ongoing endeavor to promote ease of doing business and to facilitate cost-effective innovation, SEBI undertook an initiative on harmonization, rationalization, and standardization of these reports. As a result, the total formats have been reduced from over 200 to 23. The new standardized file formats, termed “Unified Distilled File Formats (UDiFF)”, enhance efficiency, productivity, and interoperability at reduced costs.
UDiFF, which conforms with international ISO standards, has been implemented in a phased manner. The benefits of UDiFF are as follows:
- Ease of doing business
- Lower expense
- Cost-effective innovation
- Seamless transition
- Simplified MII-to-MII information flow
- Flexibility
- Enhanced Regulatory Oversight
The link to the aforesaid Press Release is as follows:
https://www.sebi.gov.in/media-and-notifications/press-releases/sep-2024/unified-distilled-file-formats-udiff-sebi-promotes-standardised-reporting-savings-of-over-rs-200-crore-over-5-years-90-reduction-in-reporting-requirements-for-brokers-members-lower-cost-of-_87023.html
21. SEBI Board Meeting
Sr. No. | Particulars | Approval on | Details |
1. | Secondary Market Related | Option to investors to trade in the secondary market | Option to investors to trade in the secondary market (cash segment) either using UPI block mechanism (ASBA-like for secondary markets), or 3-in-1 trading facility in addition to the current mode of trading. One of the aforementioned facilities to be mandatorily offered by Qualified Stock Brokers. |
Enhancement of scope of Optional T+0 Settlement Cycle | a. T+0 settlement will be increased in a phased manner from the 25 to top 500 in terms of market capitalization.
b. Registered Stock Brokers can offer T+0 settlement and can charge differential brokerage. c. Optional Block Deal window mechanism will be introduced under T+0 settlement cycle as an 8.45 am to 9.00 am session, alongside the existing block windows under T+1 settlement cycle. d. T+0 settlement in equity cash market will continue to co-exist with the extant T+1 settlement cycle. |
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2. | Market Intermediaries related | Review of regulatory framework for Investment Advisers (IAs) and Research Analysts (RAs) to facilitate ease of doing business | a. Relaxation in Eligibility Criteria for IAs and RAs;
b. Ease in compliance requirements of IAs and RAs; c. Clarifications/changes to align with the evolving nature of the business. |
Speedier disposal of matters related to certain types of violations | a. Amendments to provisions of summary proceeding in SEBI (Intermediaries) Regulations, 2008 approved for expeditious handling of cases of violations of securities laws by intermediaries;
b. Instances or situations in which summary proceeding shall be applicable have been specified; c. Standard Operating Procedure (SOP) would be put in place to ensure that principles of natural justice are followed and the outcome of the summary proceeding is proportionate to the nature of violation. |
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3. | Primary Market related | Faster Rights Issue with flexibility of allotment to specific investors under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 | a. Rights Issue to be completed in 23 working days from the date of Issuer’s Board Meeting approving Rights Issue, as against present average timelines of 317 days;
b. Discontinuation of the current requirement of filing Draft Letter of Offer with SEBI; c. Draft Letter of Offer to be filed with Stock Exchanges for its in-principle approval and Stock Exchanges to confirm that the issuer is in compliance with LODR disclosure requirements; d. Appointment of Merchant Banker not mandatory if Rights Issue is completed within 23 working days; e. Stock Exchanges and Depositories to concurrently carry out activities of Registrar to the issue, namely, validation of applications and finalization of basis of allotment; f. Promoters can renounce their rights entitlements to any specific investor(s) and the issuer can allot under-subscribed portion of rights issue to any specific investor(s); g. Appointment of Monitoring Agency mandatory for all Rights Issue; h. Rights Issue of less than 50 crores brought under the purview of SEBI ICDR Regulations. |
Facilitating ease of doing business under SEBI (LODR) Regulations 2015 and SEBI (ICDR) Regulations, 2018 | SEBI LODR
a. Introduction of single filing system for listed entities to file relevant reports, documents etc. on one exchange which will be automatically disseminated at the other exchange(s). b. Integration of periodic filings into two broad categories viz., Integrated Filing (Governance) and Integrated Filing (Financial), to minimize the number of filings; c. System driven disclosure of shareholding pattern and revision in credit ratings by Stock Exchanges thereby reducing the reporting requirements on listed entities; d. Detailed advertisement of financial results in newspapers to be optional for listed entities; e. Additional time of 3 months to fill up vacancies in Board Committees at listed entities and to fill up vacancies in Board, Committees and Key Managerial positions at listed entities coming out of the CIRP; f. Additional time (3 hours instead of 30 minutes) for disclosure of outcome of the meeting of the board of directors that concludes after trading hours; g. Additional time (72 hours instead of 24 hours) for disclosure of litigations or disputes involving claims against the listed entity subject to maintaining such information in structured digital database (SDD); h. Disclosure of tax litigations and tax disputes on the basis of materiality; i. Disclosure of fines / penalties imposed on the basis of new materiality threshold (INR 1 lakh for sector regulators / enforcement agencies and INR 10 lakhs for other authorities) as against the present requirement to disclose all fines / penalties, within 24 hours; SEBI ICDR j. Combining ‘pre-issue advertisement’ and ‘price band advertisement’ as a single advertisement and mandating disclosure of certain information through a QR code link; k. Permitting issuers to voluntary disclose proforma financials for acquisition or divestment already undertaken or proposed to be undertaken from issue proceeds in case of public issue, rights issue and QIPs; l. Allowing issuers with outstanding Stock Appreciation Rights (SARs) to file DRHP where such SARs are granted to employees only and are fully exercised for equity shares prior to the filing of the RHP; m. Harmonization of the provisions of ICDR and LODR Regulations with respect to thresholds for identification of material subsidiary, disclosures related to material litigation, material agreements, qualifications of compliance officer etc. |
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Facilitating ease of doing business under SEBI (Merchant Bankers) Regulations 1992, SEBI (Bankers to an Issue) Regulations 1994 and SEBI (Buy-Back of Securities) Regulations 2018 | SEBI (Merchant Bankers) Regulations, 1992
a. Discontinuing the requirement of submitting statement specifying Merchant Bankers’ responsibilities separately; b. Exempting common Independent Director between Issuer and Merchant Banker from the definition of associate subject to recusal by the said Independent Director in respect of the issue, on both the Issuer’s and the Merchant Banker’s Boards; c. Merchant Bankers acting as an Underwriter would need to fulfil their underwriting obligations before finalizing the basis of allotment i.e. before T+2; d. Accepting a recognized degree from a foreign university or institution in finance or law or accountancy or business management for grant of certificate of registration for Merchant Banker. SEBI (Bankers to an Issue) Regulations, 1994 e. Bankers to an Issue now also permitted to carry out activities such as open offers, buy-backs and such other activities as may be specified by SEBI; SEBI (Buy-Back of Securities) Regulations, 2018 f. Exclusion of promoters’ shares from entitlement ratio calculations if they opt out of buy-back; g. Disclosure of the entitlement ratio on the cover page of the Letter of Offer and providing a link for shareholders to check their buy-back entitlement; h. Permitting companies to issue shares for subsisting obligations which are convertible during the buy-back period provided disclosures of subsisting obligations and their impact is disclosed in the public announcement. |
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4. | Mutual Funds related | Introduction of regulatory framework for a new investment product/asset class | a. Amendments to SEBI (Mutual Funds) Regulations, 1996 (‘Regulations’) for the introduction of a new investment product under the existing Mutual Fund framework;
b. The new investment product is intended to bridge the gap between Mutual Funds and Portfolio Management Services in terms of flexibility in portfolio construction; c. The new product aims to provide investors with a professionally managed and well regulated product that offers greater flexibility, higher risk-taking capabilities for higher ticket size, while ensuring that appropriate safeguards and risk mitigation measures are in place; d. New product will be referred to as ‘Investment Strategies’; e. The minimum investment limit for the new product will be INR 10 lakh per investor across all investment strategies of the new product in a particular AMC. |
Introduction of liberalised Mutual Funds Lite (MF Lite) framework for passively managed schemes of Mutual Funds | a. Amendments to the SEBI (Mutual Funds) Regulations, 1996 for enabling a relaxed framework with light-touch regulations viz, “MF Lite framework” for entities desirous of launching only passive Mutual Fund schemes;
b. The light touch regulations include relaxed requirements relating to eligibility criteria for sponsors; including net worth, track record and profitability, responsibility of trustees, approval process and disclosures; c. Existing AMCs having both active and passive schemes, will have the option to hive off respective passive schemes, if they so desire, to a different group entity, thereby resulting in management of active and passive schemes by separate AMCs under a common sponsor; d. If they choose to continue the passively managed schemes within the existing AMCs under the existing MF Regulations, the relaxed disclosures and other regulatory requirements for the passive schemes based on indices that would be covered under the MF Lite framework would be applicable to them as well. |
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5. | Alternative Investment & FPI related | Pro-rata and pari-passu rights of investors of Alternative Investment Funds | a. AIFs being a Pooled Investment Vehicle, the AIF Regulations to specify that the rights of the investors in investments of and distributions of the returns from a scheme of an AIF shall be pro-rata to their commitment in the scheme and that in all other respects (subject to specified exemptions), the rights of the investors of a scheme of an AIF shall be pari-passu;
b. To provide operational flexibility to AIFs, entities such as those owned or controlled by Governments, multilateral or bilateral development financial institutions, State Industrial Development Corporations and other entities as may be specified from time to time, to subscribe to junior classes of units of AIFs with less than their pro-rata rights in the investments of the scheme; c. To provide operational flexibility to AIFs and their managers AIFs to provide specified differential rights to certain investors, without affecting the rights of other investors; d. Exemption has also been provided to Large Value Funds from ensuring pari-passu rights among its investors, subject to a waiver provided by each investor to this effect. |
Proposal to ensure that Offshore Derivative Instruments (ODIs, or erstwhile P-Notes) and segregated portfolios of FPIs are subject to disclosure requirements on par with FPIs | a. Additional disclosure framework specified vide SEBI circular dated August 24, 2023 to apply to ODI subscribers, sub-fund structures, separate classes of shares, and other equivalent structures of FPIs with such segregated portfolios, to ensure that their disclosure requirements are on par with FPIs;
b. A monitoring and compliance mechanism shall be put in place providing for, inter alia, submission of appropriate ODI subscriber related information by ODI issuing FPIs to Depositories, and submission of segregated portfolio level related information by the FPI to the DDP/ Custodian; c. Non-compliance with the disclosure requirement shall lead to redemption of ODIs/ liquidation of segregated portfolio within 180 days. |
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6. | Investor related | Investor-Friendly and Uniform Norms for Nomination Facilities in the Indian Securities Market | To enhance investor convenience and introduce uniform standards for nomination facilities across the Indian securities market amendments to the SEBI (Mutual Funds) Regulations, 1996, and the SEBI (Depositories and Participants) Regulations, 2018 have been approved which inter-alia are as follows:
a. Increasing the maximum number of nominees from three (3) to ten (10); b. Allowing nominees to act on behalf of incapacitated investors, with certain risk mitigation checks and balances; c. Simplifying the transmission process for joint holders/to nominees with minimal documentation; d. Unique identifiers for nominees to be obtained (PAN, Passport or Aadhaar); e. Nominees to whom investments are transmitted will act as trustees for the legal heirs of the investor; f. The rule of survivorship will apply in cases of joint holdings; g. Specific norms for the operation of accounts in the event of the death of the Karta in a Hindu Undivided Family (HUF) etc. |
7. | Integrated Surveillance related | Amendments to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) to rationalize the scope of expressions ‘connected person’ and ‘immediate relative’ | a. Amendment to the provisions relating to person deemed as connected person by including-
(i) a firm or its partner or its employee in which a ‘connected person’ is also a partner; and (ii) a person sharing household or residence with a ‘connected person; b. Provision relating to person deemed as connected person applicable to “relative” instead of “immediate relative; c. Insertion of definition of Relative; d. The amendments to the SEBI PIT Regulations would not impact provisions of Code of Conduct which are applicable to designated persons and their immediate relatives; e. No additional disclosure arising out of the amendments. |
8. | Debt and Hybrids related | Facilitating fund raising by corporates by expanding the scope of Sustainable Finance Framework in the Indian Securities Market by amendments to SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 | a. To expand the scope of sustainable finance in Indian securities market frameworks for issuance of social bonds, sustainability bonds and sustainability-linked bonds, which together with green debt securities, will be termed Environment, Social and Governance (ESG) Debt Securities to be specified. |
To facilitate growth of the Bond market, Ease of Doing Business measures by streamlining compliance for listed Non-Convertible Securities and easing disclosures regarding appointment of Debenture Trustee in the offer document | a. Amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to streamline compliances for listed Non-convertible Securities;
b. Relaxation of limits on maximum number of ISINs for issuers desirous of listing originally unlisted ISINs (outstanding as on December 31, 2023); c. Replacement of ‘consent letter’ with ‘debenture trustee agreement’ (DTA) and making copy of the DTA accessible to the investors using ‘QR code’ or ‘web-link’ in the offer document; d. Approval and authentication of financial results of entities having listed non-convertible securities is being brought on par with requirement for equity listed entities; e. Disclosure of fraud / default in respect of price sensitive information of entities having listed non-convertible securities is being brought on par with requirement for equity listed entities; f. Filing of all disclosures by entity (having listed non-convertible securities) with Stock Exchanges to be in XBRL format brought on par with requirement for equity listed entities. |
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9. | Legal Affairs related | Facilitating Ease of Doing Business, amendments to certain SEBI Regulations to substitute the requirement of attestation of certain documents by a Notary Public or Gazetted Officer with self-attestation of such documents | g. Various SEBI Regulations require certain documents submitted by market participants to SEBI to be attested by a Notary Public or a Gazetted Officer.
h. Relevant provisions to be amended to provide for self-attestation instead of attestation by Notary Public or a Gazetted Officer, except for documents effecting transfer/transmission of securities. |
To facilitate wider access to Informal Guidance from SEBI, review of the Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 | Replacement of the existing Securities and Exchange Board of India (Informal Guidance) Scheme 2003 with the proposed Securities and Exchange Board of India (Informal Guidance) Scheme, 2024 inter-alia, to expand the scope of the scheme to include certain regulated entities registered with SEBI as entities eligible to seek informal guidance. |