India Regulatory Roundup - May 2024
The risk mitigation measures prescribed in the circular DBOD.Dir.BC.68/13.03.00/2011-12 dated December 27, 2011 were based on T+2 rolling settlement for equities (T being the Trade Day). The Stock Exchanges have since introduced T+1 rolling settlement, and accordingly the extant guidelines on issuance of IPCs by banks have been reviewed. Under the guidelines which come into force immediately, under the T+1 settlement cycle. only those custodian banks will be permitted to issue IPCs, who have a clause in the Agreement with clients giving the banks an inalienable right over the securities to be received as pay out in any settlement except where the transactions are prefunded. The maximum intraday risk to the custodian banks issuing IPCs would be reckoned as Capital Market Exposure (CME) at 30 percent of the settlement amount. Under T+1 settlement cycle, the exposure shall normally be for intraday., however, in case any exposure remains outstanding at the end of T+1 Indian Standard Time, capital will have to be maintained on the outstanding capital market exposure.
Well-established margining arrangements for financial contracts contribute to financial stability by enhancing credibility of the market mechanism and discouraging excessive risk-taking. To improve safety of settlement of over-the-counter (OTC) derivatives that are not centrally cleared, following the G-20 recommendations, the Reserve Bank had issued a discussion paper to implement global practices related to margin requirements for such derivatives. Based on feedback received from market participants, the Master Direction has finalized guidelines under the Reserve Bank of India Act, 1934, and the Foreign Exchange Management Act, 1999.
The Reserve Bank of India (Margin for Derivative Contracts) Directions, 2024, supersede the A. P. (DIR Series) Circular No. 10 dated February 15, 2021, based on market feedback. They allow posting and collection of margins for permitted derivative contracts between residents in India and those outside India, in accordance with the Foreign Exchange Management (Margin for Derivative Contracts) Regulations, 2020 and its amendments. These directions are effective immediately upon issuance.
The Reserve Bank of India has made the following amendment in the Foreign Exchange Management (Deposit) Regulations, 2016. The amendment to Regulation 7 of the Principal Regulations allows authorized dealers in India to permit residents outside India to open interest-bearing accounts in Indian Rupees and/or foreign currency for posting and collecting margin for permitted derivative contracts.
The Foreign Exchange Management (Nondebt Instruments) (Second Amendment) Rules, 2024 vide S.O. 1361(E), dated March 14, 2024, enable issuance of partly paid units to persons resident outside India by investment vehicles. Previously issued partly paid units by Alternative Investment Funds to non-residents can be regularized through compounding under the Foreign Exchange Management Act, 1999. Before seeking compounding from the Reserve Bank, AD Category-I banks must ensure that necessary administrative actions, including reporting through the FIRMS Portal, and issuing conditional acknowledgements for such reporting are completed. AD Category-I banks are required to inform their customers/constituents accordingly.
Effective from July 1, 2024, Full Fledged Money Changers (FFMCs) and non-bank Authorized Dealers (ADs) Category-II should ensure that the value of foreign currency notes sold to the public for permitted purposes, should not be less than 75% of the value of foreign currency notes purchased from other FFMCs/ ADs, on a quarterly basis. Records of such transactions must be maintained for audit purposes. FFMCs/ADs Category-II should also submit their annual audited balance sheets, along with a certification of their Net Owned Funds (NOF) from statutory auditors to the concerned Reserve Bank Regional Office by October 31 each year relationship with customers from certain regions, despite its request being not acceded to by RBI, and (ii) processed certain transactions under Liberalised Remittance Scheme, despite RBI directions to stop such transactions with immediate effect.
Earlier, SEBI notified that a recognised stock exchange may undertake administration and supervision activities over specified intermediaries. Accordingly, stock exchanges can be recognised as Research Analyst Administration and Supervisory Body (RAASB) and Investment Adviser Administration and Supervisory Body (IAASB) for the administration and supervision of RAs and IAs. SEBI has now released a framework for the administration and supervision of Research Analysts and Investment Advisers.
All entities distributing portfolio management services must register with APMI for collective oversight. Portfolio managers must ensure their distributors are registered with APMI by January 01, 2025, adhering to APMI's criteria. APMI will issue registration criteria by July 01, 2024. This aims to simplify compliance and enhance industry oversight.
The SEBI (Portfolio Managers) Regulations, 2020 are amended to enhance client onboarding and fee transparency. Clients must understand and acknowledge fee structures. Digital onboarding processes are eased, requiring clients to sign fee annexures digitally or by hand. A fee calculation tool with multi-year options and performance fee illustrations is mandated. Most Important Terms and Conditions (MITC) documents must be provided to clients, with compliance deadlines specified. Additional fees beyond those in the fee annexure are prohibited. Effective from October 01, 2024, APMI will issue standard procedures and formats by July 31, 2024, ensuring uniformity and clarity in portfolio management services.
SEBI has introduced new measures to ensure investors have clear and reliable information about public issues. Now, significant details from Draft Red Herring Prospectuses (DRHP), Red Herring Prospectuses (RHP), and Price Band Advertisements will be presented in Audiovisual (AV) format, aiding investors in understanding the offerings better. These measures will apply voluntarily from July 1, 2024, and become mandatory from October 1, 2024.
SEBI has issued new norms for sharing real-time price data with third parties to prevent misuse and unauthorized use of such data. Market Infrastructure Institutions (MIIs) and market intermediaries are restricted from sharing real-time price data with any third party unless it is necessary for the orderly functioning of the securities market or for regulatory requirements.
SEBI modified guidelines for dynamic price bands for scrips in the derivative segment in a bid to strengthen volatility management and minimise information asymmetry.
Registered Depositories and Depository Participants needs to modify investor charter to enhance investor awareness by detailing services, rights, responsibilities, and grievance redressal mechanisms, in light of recent developments in the securities market, including the introduction of the Online Dispute Resolution (ODR) platform and SCORES 2.0.
To streamline processes and enhance efficiency on Internet Based Trading (IBT) two key directives were established. Firstly, stock brokers seeking to offer IBT services must apply to the respective stock exchange for permission, with a shortened decision timeframe of 7 calendar days instead of the previous 30. Secondly, brokers are relieved of the obligation to confirm IBT statistics before publication by exchanges. Instead, exchanges will calculate and publish IBT statistics based on terminal details provided by brokers.
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Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2024
These amendments require depositories to pay a percentage of the annual custody charges received from issuers to SEBI within fifteen days from the end of each month.
Companies now have more flexibility in meeting the minimum promoter contribution requirement. Besides alternative investment funds, foreign investors, banks, and insurance companies, other large shareholders and promoter group entities can contribute to the shortfall. SEBI reduced the time companies have to respond to queries from one working day to three in certain regulations.
This amendment aims to further refine the definition of unpublished price sensitive information which is crucial in preventing insider trading. The key change is that unverified events or information reported in the media will not be considered insider information. This clarifies the regulation and potentially reduces the risk of companies being penalised for acting on information already available publicly. Additionally, the amendment strengthens the definition itself by specifying that inside information constitutes unpublished price sensitive information.
The amendments focus on how certain events can affect the offer price in takeover situations. Specifically, the price movements caused by confirmation of previously reported events or information may be excluded when determining the offer price. This exclusion is subject to a framework defined under regulation 30(11) of the listing regulations. This amendment likely aims to prevent situations where already public information unfairly influences the offer price during acquisitions.
The amendments to the Buy-back of Securities Regulations, 2018 introduced by SEBI on May 17, 2024 aim to bring more transparency and fairness to share buybacks in the Indian stock market. Key changes allow companies to exclude price movements triggered by confirmation of previously reported events or information when determining the buyback price. This exclusion aims to ensure a fairer price for shareholders.
SEBI amended the Listing Obligations and Disclosure Requirements. Through this amendment, SEBI has, among other things, primarily changed how the market capitalisation is to be determined and revamped the existing regulations on rumour verification by listed companies by specifically linking the disclosure of events or information to material price movement as may be specified by the stock exchanges (SE). Additionally, to strengthen the framework around rumour verification and uniformity in its implementation throughout the industry, it directed all listed companies for whom verification of market rumours is applicable to follow the industry standards formulated by Industry Standards Forum (ISF). The industry associations and SE will publish the standards’ note on their websites.
SEBI introduces a new framework for issuance of ‘subordinate units’ by privately placed InvITs aiming to address the cash flow and valuation gaps, that emerge between the sponsor (as asset seller) and the InvIT (as an asset buyer). In addition, through a subsequent circular, on the same day, SEBI also issued the framework for considering unaffected price for transactions impacted by material price movements.
Master Circulars
SEBI has issued various master circulars this month. The new master circular's aims to provide a single, comprehensive reference to respective entities, ensuring clarity and ease of access to all applicable SEBI regulations.
Penalty Corner - Supervisory Actions
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