The Securities and Exchange Board of India (SEBI) has approved significant changes aimed at enhancing trading facilities and easing compliance for investors and investment advisers. Starting February 1, 2025, Qualified Stock Brokers (QSBs) must provide an option for trading in the secondary market via a UPI block mechanism or a 3-in-1 trading facility. This is in addition to existing methods. The scope of the optional T+0 settlement cycle will expand from 25 to the top 500 scrips, allowing for broader participation. The regulatory framework for Investment Advisers (IAs) and Research Analysts (RAs) will be reviewed, easing eligibility and compliance requirements, which include reducing qualifications and net worth criteria. Amendments to the SEBI (Intermediaries) Regulations, 2008 will introduce summary proceedings for certain violations to expedite enforcement actions. Additionally, the process for rights issues will be streamlined, enabling completion in 23 working days, and allowing issuers more flexibility in allotment and disclosure. These measures are expected to simplify processes for investors and advisers, thus fostering a more accessible market environment.
Securities and Exchange Board of India
SEBI Board Meeting
PR No. 25 /2024
The 207th meeting of the SEBI Board was held in Mumbai today.
The SEBI Board, inter-alia, approved the following:
| Sl. No. |
Particulars | Page No. |
| Secondary Market related | ||
| 1 | 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 two facilities to be mandatorily offered by Qualified Stock Brokers (QSBs) and other incidental matters | 3 |
| 2 | Enhancement of scope of Optional T+0 Settlement Cycle | 3 |
| Market Intermediaries related | ||
| 3 | Review of regulatory framework for Investment Advisers (IAs) and Research Analysts (RAs) to facilitate ease of doing business | 4 |
| 4 | To facilitate speedier disposal of matters related to certain types of violations-Amendments to the SEBI (Intermediaries) Regulations, 2008 for summary proceeding | 7 |
| Primary Market related | ||
| 5 | Faster Rights Issue with flexibility of allotment to specific investors under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 | 8 |
| 6 | Facilitating ease of doing business under SEBI (LODR) Regulations 2015 and SEBI (ICDR) Regulations, 2018 | 10 |
| 7 | 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 | 12 |
| Mutual Funds related | ||
| 8 | Introduction of regulatory framework for a new investment product/asset class | 13 |
| 9 | Introduction of liberalised Mutual Funds Lite (MF Lite) framework for passively managed schemes of Mutual Funds | 14 |
| Alternative Investment & FPI related | ||
| 10 | Pro-rata and pari-passu rights of investors of Alternative Investment Funds | 15 |
| 11 | 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 | 16 |
| Investor related | ||
| 12 | Investor-Friendly and Uniform Norms for Nomination Facilities in the Indian Securities Market | 17 |
| Integrated Surveillance related | ||
| 13 | Amendments to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) to rationalize the scope of the expression ‘connected person’ and ‘immediate relative’ |
19 |
| Debt and Hybrids related | ||
| 14 | 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 | 20 |
| 15 | 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 | 20 |
| Legal Affairs related | ||
| 16 | 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 | 22 |
| 17 | To facilitate wider access to Informal Guidance from SEBI, review of the Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 | 22 |
| *** |
1 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 two facilities to be mandatorily offered by Qualified Stock Brokers (QSBs) and other incidental matters
Taking into account the feedback of various stakeholders and keeping in view the significant potential benefits to investors, the Board has approved that –
1.1 In addition to the current mode of trading, the Qualified Stock Brokers (QSBs) shall provide either the facility of trading supported by blocked amount in the secondary market (cash segment) using UPI block mechanism (ASBA-like facility for the secondary market) or the 3-in-1 Trading Account facility, with effect from February 1, 2025.
1.2 Clients of the QSBs will have the option, to either continue with the existing facility of trading by transferring funds to Trading Members (TMs) or opt for the facility stated at Para 1.1 above, as provided by the QSB.
2 Enhancement of scope of Optional T+0 Settlement Cycle
The Board today reviewed the performance of the Beta version of optional T+0 settlement cycle, and approved the following taking into account feedback from various stakeholders:
2.1 The number of scrips eligible for trading under optional T+0 settlement will be increased in a phased manner from the 25 to top 500 in terms of market capitalization.
2.2 All registered Stock Brokers can offer access to the optional T+0 settlement cycle to their investors. Stock Brokers are free to charge differential brokerage for the same.
2.3 Brokers who are designated as Qualified Stock Brokers (QSBs) and meet the parameter of minimum number of active clients for qualification as QSB, and all Custodians, shall put in place systems to enable seamless participation of their clients in optional T+0 settlement cycle. Appropriate time for implementation will be provided to such QSBs and Custodians based on consultations with all stakeholders.
2.4 With the above institutions operating including Foreign Portfolio Investors (FPIs), and Mutual Funds will be able to access the optional T+0 settlement cycle.
2.5 An 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.
2.6 The earlier proposal to move from optional T+0 settlement to optional instantaneous settlement is not under consideration for now.
2.7 It is reiterated that optional T+0 settlement in equity cash market will continue
to co-exist with the extant T+1 settlement cycle.
3 Review of regulatory framework for Investment Advisers (IAs) and Research Analysts (RAs) to facilitate ease of doing business
3.1 The Board approved the proposal of review of the regulatory framework for IAs and RAs to facilitate ease of doing business by providing relaxation in eligibility criteria for registration and simplifying the compliance requirements.
3.2 The proposed changes in the regulatory framework for IAs and RAs are expected to simplify, ease and reduce the requirements of compliance for IAs and RAs as well as bring in regulatory changes commensurate with the continually evolving nature of their businesses. The measures are expected to accelerate the growth of number of registered IAs and RAs to cater to the needs of the rapidly increasing number of domestic investors. This is expected to provide wider access to services of IAs and RAs to investors enabling them to take informed investment decision.
3.3 Some of key proposals that have been approved by the Board are-
3.3.1 Relaxation in eligibility criteria for IAs and RAs:
3.3.1.1 The minimum qualification requirement is to be reduced to graduate
degree in specified fields.
3.3.1.2 There shall be no requirement of experience for registration as IA and RAs.
3.3.1.3 IAs/RAs shall be required to have base certifications (NISM Series-XA and XB for IAs, and NISM-Series-XV for RAs) only initially at the time of registration. There shall be no requirement to obtain base certifications afresh subsequently. However, a certification based on incremental changes/developments would be required.
3.3.1.4 Net-worth requirement shall be replaced with a reduced requirement of deposits, as specified.
3.3.2 Ease in compliance requirements of IAs and RAs:
3.3.2.1 Applicants shall be allowed to seek registration as both IA and RA
3.3.2.2 Applicants (individual/partnership firm) engaged in other business activities and employment (other than related to securities and subject to certain conditions), shall be allowed to seek registration as Part-time IA/ Part-time RA. They shall be required to disclose the nature of other activities and shall ensure that there is no conflict of interest between IA/RA activities and their full time business activities.
3.3.2.3 IAs shall have the flexibility to change the modes of charging fees (fixed fee mode or AUA based mode) to clients subject to the fee being within the relevant threshold. Maximum fee has also been prescribed for RAs from their clients. Fee related proofs would apply only to clients other than accredited investors and non-individual clients.
3.3.2.4 The requirement for corporatization by individual IAs has been relaxed. The threshold would now be 300 clients or fee collection of INR 3 crore during the financial year, whichever is earlier as compared with the existing threshold of 150 clients.
3.3.2.5 Proxy advisers shall be exempted from the Research Analyst Administration and Supervision Body (RAASB) framework.
3.3.3 Clarifications/changes to align with the evolving nature of the business:
3.3.3.1 Clarity in the scope of investment advice provided by IAs- only
Investment advice related to securities under purview of SEBI shall fall under the purview of IA Regulations.
3.3.3.2 Use of Artificial Intelligence in IA and RA services- the responsibility of investment advisory services/research services lies solely with the IA/ RA, irrespective of the scale and scenario of IA/ RA using AI tools.
3.3.3.3 Guidelines for recommendation of model portfolios by RAs.
3.3.3.4 Clarity in applicability of IA and RA Regulations to trading call providers- Trading call providers shall not fall under SEBI (Investment Advisers) Regulations, 2013 and would need to comply with SEBI (Research Analysts) Regulations, 2014.
4 To facilitate speedier disposal of matters related to certain types of violations-Amendments to the SEBI (Intermediaries) Regulations, 2008 for summary proceeding
4.1 In order to handle cases of certain violations of securities laws by Intermediaries, in an expeditious and more efficient manner, the Board approved amendments to the SEBI (Intermediaries) Regulations, 2008 for inclusion in the provisions for summary proceeding.
4.2 The provisions shall enhance the Board’s ability to act in an efficient manner in protecting the interest of investors and maintaining integrity, transparency and efficiency of the securities market in certain cases of violations.
4.3 The provisions for summary proceedings provide the types of cases where the summary proceedings shall be applicable, the process for issuing notice, timeline for submission of response, the timeline for passing the order, conditions and the obligations that the intermediary needs to satisfy and the manner of intimation of the order to the intermediary.
4.4 The summary proceedings shall apply in the following situations-
4.4.1 Expulsion as a member by stock exchange(s) or clearing corporation(s), 4.4.2 Termination of depository participant agreements by depository (ies), 4.4.3 Claim(s) of return or performance which are not permitted by the Board, 4.4.4 Non-payment of specified fees to the Board or to such body as may be specified,
4.4.5 Non traceability of a person at its physical address and email address available in the records of the Board,
4.4.6 Failure to submit periodic reports for three or such consecutive periods as may be specified by the Board,
4.4.7 Admission of violation of any of the provisions of the securities laws or directions, instructions or circulars issued by the Board, by a person.
4.5 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.
5 Faster Rights Issue with flexibility of allotment to specific investors under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
With a view to facilitate ease of doing business, to enable faster Rights Issue along with the flexibility of allotment to specific investors and giving an investment opportunity to existing shareholders, the Board has approved the following-
5.1 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. This mechanism would be even faster than the preferential allotment route that takes 40 working days. In addition, it would give existing shareholders of the company an opportunity to participate even more, in the future potential growth of the company.
5.2 Discontinuation of the current requirement of filing Draft Letter of Offer with SEBI for issuance of its observation, instead it will be filed with Stock Exchanges for its in-principle approval, as the entity is already a listed entity. Stock Exchanges would confirm that the issuer is in compliance with LODR disclosure requirements.
5.3 Rationalization of content of Letter of Offer to contain only the relevant incremental information regarding rights issue viz. object of issue, price, record date, entitlement ratio etc.
5.4 Dispensing with the mandatory requirement of appointment of a Merchant Banker by an Issuer and making it optional subject to completion of rights issue within the timeline of 23 working days. Assigning ancillary activities of Merchant Bankers in rights issue to the Issuer company, Registrar to issue and Market Infrastructure Institutions.
5.5 Stock Exchanges and Depositories to concurrently carry out activities of Registrar to the issue, namely, validation of applications and finalisation of basis of allotment. Further, Stock Exchanges and Depositories to develop a system for automated validation of the applications in a period of six months.
5.6 Permitting promoters to renounce their rights entitlements to any specific investor(s) and allowing the issuer to allot under-subscribed portion of rights issue to any specific investor(s), provided appropriate disclosures are made through advertisement in this regard.
5.7 Appointment of Monitoring Agency will be mandatory for all rights issue irrespective of the issue size, to monitor the use of proceeds of the issue.
5.8 Rights Issues of issue size less than 50 crore rupees, have been brought under the purview of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
6 Facilitating ease of doing business under SEBI (LODR) Regulations 2015 and SEBI (ICDR) Regulations, 2018
The Board approved the following key measures for facilitating ease of doing business for listed and to be listed entities by way of amendments to the SEBI (LODR) Regulations, 2015 and SEBI (ICDR) Regulations, 2018:
6.1 Ease of doing business for listed entities (SEBI (LODR) Regulations, 2015)
6.1.1 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).
6.1.2 Integration of periodic filings into two broad categories viz., Integrated Filing (Governance) and Integrated Filing (Financial), to minimize the number of filings done on a periodic basis.
6.1.3 System driven disclosure of shareholding pattern and revision in credit ratings by Stock Exchanges thereby reducing the reporting requirements on listed entities.
6.1.4 Detailed advertisement of financial results in newspapers would be optional for listed entities.
6.1.5 Providing 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 under Insolvency and Bankruptcy Code, 2016.
6.1.6 Disclosure of following material events / information:
6.1.6.1 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.
6.1.6.2 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 as specified.
6.1.6.3 Disclosure of tax litigations and tax disputes on the basis of materiality.
6.1.6.4 Disclosure of fines / penalties imposed on the basis of new materiality threshold (Rs. 1 lakh for sector regulators / enforcement agencies and Rs. 10 lakhs for other authorities) as against the present requirement to disclose all fines / penalties, within 24 hours.
6.2 Ease of doing business for to be listed entities (SEBI (ICDR) Regulations, 2018)
6.2.1 Combining ‘pre-issue advertisement’ and ‘price band advertisement’ as a single advertisement and mandating disclosure of certain information through a QR code link.
6.2.2 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.
6.2.3 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.
6.3 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.
7 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
The Board approved the following measures for facilitating ease of doing business in respect of SEBI (Merchant Bankers) Regulations, 1992, SEBI (Bankers to an Issue) Regulations, 1994 and SEBI (Buy-Back of Securities) Regulations, 2018:
7.1 SEBI (Merchant Bankers) Regulations, 1992
i. Discontinuing the requirement of submitting statement specifying Merchant Bankers’ responsibilities separately. 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.
ii. Merchant Bankers acting as an Underwriter would need to fulfil their underwriting obligations before finalizing the basis of allotment i.e. before T+2.
iii. Accepting a recognised 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.
7.2 SEBI (Bankers to an Issue) Regulations, 1994
i. In addition to managing issue related activities currently permitted under SEBI (Bankers to an Issue) Regulations, 2014, Bankers to an Issue would now also be permitted to carry out activities as required under applicable regulations such as open offers, buy-backs and such other activities as may be specified by SEBI.
7.3 SEBI (Buy-Back of Securities) Regulations, 2018
i. Exclusion of promoters’ shares from entitlement ratio calculations if they opt out of buy-back and disclosing the same in the public announcement publicly and prominently.
ii. 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.
iii. 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.
8 Introduction of regulatory framework for a new investment product/asset class
8.1 The Board approved amendments to SEBI (Mutual Funds) Regulations, 1996 (‘Regulations’) for the introduction of a new investment product under the existing Mutual Fund framework. The new investment product is intended to bridge the gap between Mutual Funds and Portfolio Management Services in terms of flexibility in portfolio construction. The new product also aims to curtail the proliferation of unregistered and unauthorized investment schemes/entities, which often promise unrealistic high returns and exploit investors’ expectations for better yields, leading to potential financial risks.
8.2 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. For instance, safeguards for the new product will include; no leverage, no investment in unlisted and unrated instruments beyond those already permitted for Mutual Funds and derivatives exposure limited to 25% of AUM for the purposes other than hedging and rebalancing.
8.3 Offerings under the new product will be referred to as ‘Investment Strategies’, to maintain clear distinction from the schemes offered under the traditional Mutual Funds. 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. The new product is intended to add depth and variety to the investment landscape of the country through a new asset class. 9 Introduction of liberalised Mutual Funds Lite (MF Lite) framework for passively managed schemes of Mutual Funds
9.1 The present regulatory framework for Mutual Funds (MFs) provides for regulation of MFs and the schemes managed thereunder. While both active and passive MF schemes (such as Exchange Traded Funds (ETFs) and Index funds) are covered under the purview of the extant MF Regulations, the provisions thereunder have been envisaged, primarily keeping in mind the actively managed schemes and the risks and complexities associated therewith.
9.2 Passive funds follow a rule based investment strategy and there is negligible discretion with AMCs regarding asset allocation and investment objective. As such, various provisions of the existing regulatory framework may not be relevant for passively managed schemes. Accordingly, the Board approved 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.
9.3 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. The framework intends to promote ease of entry, encourage new players, reduce compliance requirements, increase penetration, enhance market liquidity, facilitate investment diversification and foster innovation.
9.4 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. 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.
10 Pro-rata and pari-passu rights of investors of Alternative Investment Funds
10.1 With an objective to clarify the regulatory intent of Alternative Investment Funds (‘AIFs’) being pooled investment vehicles and to ensure fair and equal treatment of investors of an AIF, the Board approved proposals to specify in the AIF Regulations 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.
10.2 To provide operational flexibility to AIFs, the Board approved allowing 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.
10.3 Existing schemes of AIFs that had provided priority in distribution to certain class of investors over others, while continuing with the existing investments, will not be permitted to raise fresh commitments or make investment in a new investee company, directly or indirectly.
10.4 Also, in order to provide operational flexibility to AIFs and their managers, the Board approved allowing AIFs to provide specified differential rights to certain investors, without affecting the rights of other investors. Based on certain principles as specified by SEBI, the permissible terms for offering such differential rights would be formulated by Standard Setting Forum for AIFs in consultation with SEBI.
10.5 An 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.
11 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
11.1 The Board approved a proposal to apply the additional disclosure framework specified vide SEBI circular dated August 24, 2023 directly 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.
11.2 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.
11.3 Non-compliance with the disclosure requirement shall lead to redemption of ODIs/ liquidation of segregated portfolio within 180 days. Further, such defaulting ODI subscribers shall become ineligible to subscribe/ hold any positions through ODIs from any ODI issuing FPI.
11.4 The Board also approved a proposal to prohibit ODI issuing FPIs from (i) issuing ODIs with derivatives as reference/ underlying and (ii) hedging their ODIs with derivative positions on stock exchanges. Consequently, ODIs shall only have cash equity / debt securities / other non-derivative permissible investment by FPI as underlying and shall be fully hedged with the same securities on a one-to-one basis, throughout the life of the ODI.
11.5 Existing ODIs hedged with derivatives shall either be redeemed or hedged with cash positions on a one to one basis, within a period of 1 year from the date of issuance of guidelines in this regard.
11.6 The Board also approved a proposal to mandate issuance of ODIs (other than those with government securities as underlying) by FPIs only through a separate dedicated FPI registration, with no proprietary investments under such registration.
12 Investor-Friendly and Uniform Norms for Nomination Facilities in the Indian Securities Market
12.1 In order to enhance investor convenience and introduce uniform standards for nomination facilities across the Indian securities market, the Board has approved amendments to the SEBI (Mutual Funds) Regulations, 1996, and the SEBI (Depositories and Participants) Regulations, 2018. These amendments empower SEBI to notify new norms that include:
12.1.1 Increasing the maximum number of nominees from three (3) to ten (10). 12.1.2 Allowing nominees to act on behalf of incapacitated investors, with certain risk mitigation checks and balances.
12.1.3 Simplifying the transmission process to nominees with minimal documentation.
12.1.4 Streamlining the transmission process for joint holders with minimal documentation.
12.1.5 Requiring unique identifiers for nominees to be obtained which should be one of: PAN, Passport number, or AADHAAR.
12.2 Additionally, the Board approved the introduction of consistent norms for nominations across demat accounts and mutual fund investments. Key provisions include:
12.2.1 Nominees to whom investments are transmitted will act as trustees for the legal heirs of the investor.
12.2.2 The rule of survivorship will apply in cases of joint holdings.
12.2.3 Specific norms for the operation of accounts in the event of the death of the Karta in a Hindu Undivided Family (HUF).
12.2.4 No rights will be granted to the legal heirs of a deceased nominee. 12.2.5 Creditors’ claims will take precedence over transmission of assets to nominees, if previously pledged.
12.2.6 Nomination will be optional for joint demat accounts and jointly held mutual fund folios. For singly held accounts, opt-out shall require due confirmations as may be specified.
12.2.7 Guidelines for providing, changing, and ensuring the integrity, authenticity, and verifiability of nominations.
12.2.8 Provision for acknowledging nominations and maintaining records. 12.2.9 No limit on the number of times a nominee can be changed.
12.2.10 Information on nomination details will be provided to the investor. 12.2.11 Apportionment of assets to surviving nominees will be clarified. 12.2.12 Option to specify guardians for minor nominees will be available.
13 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’
13.1. There are persons who have access to UPSI or could be reasonably expected to have access to UPSI but are not currently included in the definition of “connected person” and “immediate relative”.
13.2. Hence, the Board has approved to –
13.2.1.amend the provision 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.
13.2.2. make the provision relating to person deemed as connected person applicable to “relative” instead of “immediate relative”; and
13.2.3. insert the definition of “relative” to mean
(i) spouse of the person;
(ii) parent of the person and parent of its spouse;
(iii) sibling of the person and sibling of its spouse;
(iv) child of the person and child of its spouse;
(v) spouse of the person listed at (iii); and
(vi) spouse of the person listed at (iv)
13.3. These amendments aim to facilitate effective investigation and enforcement against insider trading, while ensuring no increase in compliances with respect to disclosures.
13.4. These amendments to the regulation would not impact provisions of Code of Conduct which are applicable to designated persons and their immediate relatives. Accordingly, there would not be any additional disclosure arising out of these amendments.
14 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
With a view to expanding the scope of sustainable finance in Indian securities market, the Board approved the proposal to specify the 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. Such frameworks (including international frameworks as adapted to suit Indian requirements) shall be specified by SEBI from time to time, with necessary requirements of disclosures. Related standards would be specified by the Industry Standards Forum in consultation with SEBI.
15 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
With a view to facilitate growth of the Bond market and to facilitate ease of doing business and streamlining compliances for listed Non-Convertible
Securities, the Board approved the following proposals by way of amending SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021:
15.1 Relaxation of limits on maximum number of ISINs for issuers desirous of listing originally unlisted ISINs (outstanding as on December 31, 2023).
15.2 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. In case of General Information Document (GID) – Key Information Document (KID) mechanism or Shelf prospectus-tranche prospectus mechanism, a copy of the consent letter shall be disclosed as part of the GID or shelf prospectus and a copy of the DTA shall be accessible by ‘QR code’ or web-link as part of the KID or tranche prospectus.
15.3 Approval and authentication of financial results of entities having listed non-convertible securities is being brought on par with requirement for equity listed entities.
15.4 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.
15.5 Reduction in timeline for intimation of record date to Stock Exchanges by entity having listed non-convertible securities to ‘atleast three working days’ from ‘atleast seven working days’.
15.6 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.
16 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
16.1 Various SEBI Regulations require certain documents submitted by market participants to SEBI to be attested by a Notary Public or a Gazetted Officer. These documents are (i) documents accompanying applications for registration, (ii) applications for exemption from the requirement of an open offer, (iii) applications for seeking exemption from the strict enforcement of the regulations, (iv) applications for grant of certificate of commencement of business by depositories, (v) undertakings to be submitted along with applications for settlement of administrative and civil proceedings, and (vi) documents for effecting transfer/transmission of securities.
16.2 In order to promote ease of doing business and compliance, the Board considered and approved the proposal to amend the relevant regulations so as to replace the requirement of attestation of certain documents by a Notary Public or Gazetted Officer with the requirement of self-attestation of such documents except for the documents effecting transfer/transmission of securities.
17 To facilitate wider access to Informal Guidance from SEBI, review of the Securities and Exchange Board of India (Informal Guidance) Scheme, 2003
The Board approved the proposal to replace 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 which proposes to expand the scope of the Scheme to include regulated entities such as stock exchanges, clearing corporations, depositories and managers of pooled investment vehicles registered with the Board as entities eligible to seek informal guidance and envisages streamlining of the process for seeking guidance from the Board through creation of a nodal cell for receiving applications and monitoring the processing of such applications under the Scheme. The Board also approved the revision in the application fee and processing fee from ₹ 25,000/- to ₹ 50,000/- and ₹ 5,000/- to ₹ 10,000/, respectively.
Mumbai
September 30, 2024
