The Securities and Exchange Board of India published the outcomes of its 210th Board meeting, approving a broad set of rule changes across issuance, listing, funds and market intermediaries framed as ease-of-doing-business measures while expanding mandatory dematerialisation. Key decisions include IPO-related relaxations, a wider pre-filing demat requirement, and a fixed-price voluntary delisting route for eligible public sector undertakings (PSUs) where Government of India and other PSUs hold at least 90%. On IPO rules, the one-year minimum holding-period exemption for offer-for-sale will be extended to equity shares arising from conversion of fully paid-up compulsorily convertible securities received under approved schemes, and specified non-promoter “relevant persons” will be able to contribute such converted shares towards minimum promoter contribution. Founders classified as promoters at draft filing will be allowed to continue holding and exercising share-based benefits, including employee stock options, if the benefits were received at least one year before filing the draft red herring prospectus. Before a draft prospectus is filed, issuers will need to ensure dematerialisation not only for promoters but also for holdings of the promoter group, selling shareholders, key managerial personnel, senior management, qualified institutional buyers, directors, employees, shareholders with special rights, entities regulated by financial sector regulators and any other categories SEBI specifies, alongside a simplified placement document regime for qualified institutional placements that reduces duplicative disclosures. For eligible PSUs other than banks, non-banking financial companies and insurers, voluntary delisting can proceed through a fixed-price process without the two-thirds public shareholder approval threshold, with the offer price set at least 15% above a floor price derived from recent acquisition prices or a joint valuation by two independent registered valuers. Further approvals cover the Social Stock Exchange framework, including expanded eligible not-for-profit legal forms, new empanelled Social Impact Assessment Organizations and a requirement for registered social enterprises to raise funds within two years or have their registration lapse, as well as REIT and InvIT amendments such as revised “public” unitholder classification and a reduced INR 25 lakh minimum allotment in the primary market for privately placed InvITs. SEBI also cleared changes to allow Category I and II Alternative Investment Funds to offer co-investment schemes within the AIF structure to accredited investors, to require angel fund investors to be accredited investors with revised investment limits of INR 10 lakh to INR 25 crore per investee company and minimum sponsor or manager continuing interest of the higher of 0.5% or INR 50,000 per investment, and to relax requirements for foreign portfolio investors investing exclusively in government securities under the Fully Accessible Route, including RBI-aligned KYC review periodicity, removal of investor group disclosures, a 30-day window to report material changes and expanded participation by non-resident and resident Indians (including potential control) subject to stated conditions. Intermediary reforms permit merchant bankers, debenture trustees and custodians to undertake specified non-SEBI financial services within the same legal entity subject to conditions, shift several formatting requirements to SEBI circulars, allow listed issuers to make certain corporate action issuances only in demat form, and permit investment advisers and research analysts to meet deposit requirements using liquid mutual funds and overnight funds. Settlement schemes were introduced for certain National Spot Exchange Ltd-related stock broker proceedings, combining a quantity-based component with 0.01% of traded value subject to a minimum of INR 5 lakh and voluntary debarment of one to six months, and for migrated venture capital funds with delayed winding-up, with application modalities to be set out separately.

Original source View in tracker