Title Amendment notes class file ✅

1 Shubhamm Sukhlecha (CA, CS, LLM) SLCM / CMSL Amendments for June 2024 & onwards INDEX S.no. Topic Page no. 1. Securities Contracts (Regulation) (Amendment) Rules, 2022. 2 2. Redressal of Investor Grievances through The SEBI Complaint Redressal (Scores) Platform and Linking it to online dispute resolution platform. 2 3. SEBI (Stock Brokers) (Amendment) Regulations, 2023 9 4. SEBI (Foreign Portfolio Investors) 10 5. SEBI (Issue And Listing Of Non-Convertible Securities) (Amendment) Regulations, 2023 14 6. Issuance and Listing of Non-Convertible Securities Issued On A Private Placement Basis [Chapter VA] 17 7. SEBI (LODR) (Second Amendment) Regulations, 2023 19 8. Framework for voluntary delisting of non-convertible debt securities or non- convertible redeemable preference shares 22 9. SEBI (Buy-Back Of Securities) (Amendment) Regulations, 2023 26 10. SEBI (Mutual Funds) (Amendment) Regulations, 2023 30 By Shubhamm Sukhlecha (CA, CS, LLM)
2 Shubhamm Sukhlecha (CA, CS, LLM) Amendment no. 1: Securities Contracts (Regulation) (Amendment) Rules, 2022 The Ministry of Finance, has notified the Securities Contracts (Regulation) (Amendment) Rules, 2022 to amend the Securities Contracts (Regulation) Rules, 1957. The following amendments have been made: 1. The definition of “Government Company” has been amended. The amended definition prescribed that Government company means a Government company as defined in Section 2(45) of the Companies Act, 2013. According to Section 2(45) the Companies Act, 2013, “Government company" means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company. 2. In Rule 19A pertaining to Continuous Listing Requirement, Sub-rule (6) has been amended which provides that “the Central Government may, in public interest, exempt any listed entity in which the Central Government or State Government or public sector company, either individually or in any combination with other, hold directly or indirectly, majority of the shares or voting rights or control of such listed entity, from any or all of the provisions of this rule.” Amendment no. 2: Redressal of Investor Grievances through The SEBI Complaint Redressal (SCORES) Platform and Linking it to online dispute resolution platform. SEBI Complaint Redressal System (SCORES) is a centralised web based complaint redressal facilitation platform launched in 2011 vide circular dated June 3, 2011 to provide a facilitative platform for the benefit of the aggrieved investors, whose grievances against (a) listed company, (b) registered intermediary or (c) market infrastructure institution (“Entities”) remain unresolved. Since then, SEBI has revised and strengthened the process of facilitating the redressal of grievances by such Entities. Currently, the process of investor grievances redressal on SCORES is governed by the Master Circular dated November 07, 2022 on “Processing of investor complaints against listed companies in SEBI Complaints Redress System – SCORES”. In order to strengthen the existing investor grievance handling mechanism through SCORES by making the entire redressal process of grievances in the securities market comprehensive by providing a solution that makes the process more efficient by reducing timelines and by introducing auto-routing
3 Shubhamm Sukhlecha (CA, CS, LLM) and auto-escalation of complaint, SEBI notified the SEBI (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 and amended the various SEBI regulations such as SEBI (Stock Brokers) Regulations, 1992, SEBI (Merchant Bankers) Regulations, 1992, SEBI (Registrars to an Issue and Share Transfer Agents) Regulations,1993, SEBI (Debenture Trustees) Regulations, 1993, SEBI (Bankers to an Issue) Regulations, 1994 etc., vide notification dated August 16, 2023. Consequently, it becomes necessary to revise the extant process for redressal of investors’ grievances against Entities and provide for a mechanism through which Designated Bodies may monitor the process of the redressal of investors’ grievances by Entities. The Designated Bodies, as per this circular, include Listed companies, Merchant Bankers, Bankers to an Issue, Real Estate Investment Trusts, Municipal Debt Securities, Debenture Trustees, Portfolio Managers, Mutual Funds, Depository Participants, Investment Advisers, Registrars to an Issue and Share Transfer Agents, Stock Brokers, Vault Managers.  Responsibilities of the Designated Bodies The Designated Bodies shall be responsible for: • Monitoring and handling grievance redressal of investors against respective entities under their domain as stipulated under Schedule • Taking non-enforcement actions including issuing advisories, caution letters for non-redressal of investor grievances and referring to SEBI for enforcement actions.  Framework for handling of investor grievances received through SCORES by Entities and monitoring of the redressal process by designated bodies. 1. Submission of the Complaint and handling of the Complaint by the Entity: • All Entities who are in receipt of the complaints of the investors through SCORES, shall resolve the complaint within 21 calendar days of receipt of such Complaint. • The Complaints lodged on SCORES against any Entity shall be automatically forwarded to the concerned Entity through SCORES for resolution and submission of ATR. Entities shall resolve the Complaint and upload the ATR on SCORES within 21 calendar days of receipt of the Complaint. The ATR of the entity will be automatically routed to the complainant. • The Complaint against the Entity shall be simultaneously forwarded through SCORES to the relevant Designated Body. The Designated Body shall ensure that the concerned Entity submits the ATRs within the stipulated time of 21 calendar days. • The Designated Body shall monitor the ATRs submitted by the entities under their domain and inform the concerned entity to improve the quality of redressal of grievances, wherever required. • SEBI may concurrently monitor grievance redressal process by entities and Designated Bodies. 2. First review of the Complaint: • In case complainant is satisfied with the resolution provided by the entity vide the ATR or complainant does not choose to review the Complaint, the Complaint shall be disposed on SCORES. However, if the complainant is not satisfied, the complainant may request for a review of the resolution provided by the entity within 15 calendar days from the date of the ATR. • In case the complainant has requested for a review of the resolution provided by the entity or the entity has not submitted the ATR within the stipulated time of 21 calendar days, the concerned Designated Body shall take cognizance of the Complaint for first review of the resolution through SCORES. The Designated Body shall take up the first review with the concerned Entity, wherever
4 Shubhamm Sukhlecha (CA, CS, LLM) required. The concerned Entity shall submit the ATR to the Designated Body within the time stipulated by the Designated Body. • The Designated Body may seek clarification on the ATR submitted by the Entity for the first review. The concerned Entity shall provide clarification to the respective Designated Body, wherever sought and within such timeline, as the Designated Body may stipulate. The Designated Body shall stipulate the timeline in such as manner to ensure that the Designated Body submits the revised ATR to the complainant on SCORES within 10 calendar days of the review sought. 3. Second Review of the Complaint: • The complainant may seek a second review of the Complaint within 15 calendar days from the date of the submission of the ATR by the Designated Body. In case the complainant is satisfied with the ATR provided by the concerned Designated Body or complainant does not choose to review the Complaint within the period of 15 calendar days, the Complaint shall be disposed on SCORES. • In case the complainant is not satisfied with the ATR provided by the Designated Body or the concerned Designated Body has not submitted the ATR within 10 calendar days, SEBI may take cognizance of the Complaint for second review through SCORES. • SEBI may take up the review with stakeholders involved, including the concerned entity or/and Designated Body. The concerned entity or/and Designated Body shall take immediate action on receipt of second review complaint from SEBI and submit revised ATR to SEBI through SCORES, within the timeline specified by SEBI. • SEBI or the Designated Body (as the case may be) may seek clarification on the ATR submitted by the concerned entity for SEBI review complaint. The concerned entity shall provide clarification to the respective Designated Body and/or SEBI, wherever sought and within such timeline as specified. • The second review Complaint shall be treated as ‘resolved’ or ‘disposed’ or ‘closed’ only when SEBI ‘disposes’ or ‘closes’ the Complaint in SCORES. Hence, mere filing of ATR with respect to SEBI review complaint will not mean that the SEBI review complaint is disposed. 4. Action for failure to redress investor complaints by listed companies: • The Designated Stock Exchange (DSE) shall levy a fine of ₹ 1000 per day per complaint on the listed company for violation of Regulation 13 (1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (LODR Regulations) read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020. • DSE shall issue a notice intimating the listed company about the levy of fines while also directing it to submit ATRs on the pending complaints and payment of the fines within 15 days from the date of such notice. • In case the listed company fails to redress the grievances and/or pay fine levied within 15 days from the date of such notice, the concerned DSE shall issue notices to the promoter(s) of such listed company, to ensure submission of ATRs on the pending complaints and payment of fines by the listed company within 10 days from the date of such notice. • In case the listed entity fails to comply with the aforesaid requirement and/ or pay fine levied within the stipulated period as per the notices, the DSE shall forthwith intimate the depositories to freeze the entire shareholding of the promoter(s) in such listed company as well as all other securities held in the demat account of the promoter(s). • In case the listed entity fails to pay the fine or resolve the complaint despite receipt of the notice as stated above, the DSE may initiate other action as deemed appropriate.