SEBI
CA. Bhavesh Vora, CA Jayant Thakur
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Consultation paper on measures towards Ease of Doing Business for Non-Convertible securities.
In order to promote ease of doing business and to reduce compliance burden, SEBI after recommendation of working group for review of compliance requirements under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 have issued items for public comments as below: -
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Deletion of disclosure regarding PAN and personal address of promoters of the issuers in the offer document;
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Disclosure in the offer document regarding time period for key operational and financial parameters;
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Disclosure by way of QR code and web-link regarding the details of branches or units of the issuer in the offer document;
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Alignment of disclosure requirement in the offer document regarding ‘project cost and means of financing’ with that in case of equity;
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Relaxation in the requirement of providing certain business and commercial details in case of purchase or acquisition of immoveable property in the offer document;
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Providing flexibility in the signatories for the purpose of providing attestation in the offer document; and
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Modification in the timeline for submission of status regarding payment obligations to the stock exchanges by entities that have listed commercial paper.
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Consultation Paper on Measures Towards Ease of Doing Business for Real Estate Investment Trust (REITs) and Infrastructure Investemnt Trust (InvITs)
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Revision of timelines for distribution to five working days from declaration.
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Allow unitholders meeting with shorter notice
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Disclosure and Review of Statement of Investor Complaints
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Disclosure of Statement of Deviation alongside Financial Results
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Clarification on voting thresholds in terms of percentage and providing electronic meeting and e-voting option to unitholders
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Allowing maintenance of records in electronic form along with backup and disaster recovery norms for such records
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Reduction of trading lot for privately placed InvIT
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Aligning provision related to Change in sponsor for InvIT regulations with REIT regulations
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Consultation Paper on recommendations of the Expert Committee for Facilitating Ease of doing business with respect to Business Responsibility and Sustainability Report (BRSR)
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Consultation Paper on review of certain aspects of the framework for valuation of investment portfolio of AIFs
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Valuation of securities, other than unlisted securities, for which valuation norms have been prescribed under SEBI (Mutual Funds) Regulations, 1996 (‘MF Regulations’), shall be carried out as per the norms prescribed under MF Regulations.
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Valuation of unlisted securities shall be carried out as per the valuation guidelines endorsed by eligible AIF Industry Association based on the recommendations of AIPAC, i.e. presently IPEV guidelines.
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Change in valuation methodology/approach to comply with Chapter 22 of Master circular for AIFs on ‘Standardised approach to valuation of investment portfolio of AIFs’, shall not be construed as ‘Material Change’.
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Change in methodology/approach within the valuation guidelines / valuation norms prescribed for AIFs, shall not be construed as a ‘Material Change’. However, in such cases, the valuation of the investment carried out based on valuation methodologies/approaches, both old and new, shall be disclosed to the investors to ensure transparency.
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such entity or company shall be a registered valuer entity registered with IBBI; and
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the deputed/authorized person(s) of such registered valuer entity, who undertake(s) the valuation of investment portfolio of AIFs, shall have a membership of ICAI or ICSI or ICMAI or CFA Institute.
In order to promote ease of doing business and to reduce compliance burden, SEBI after recommendation of working group for review of compliance requirements for REITs and InvITs have issued items for public comments as below: -
Particulars |
Proposal for REITs and InvITs |
For both REITs and InvITs |
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For InvITs only |
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In order to simplify, ease and reduce the cost of compliance under various regulations, SEBI after recommendation of expert committee setup to review the LODR and ICDR regulations from the point of view of facilitating ease of doing business have issued items for public comments as below: -
Item Proposed |
Existing Provision |
Proposed Provision |
Value Chain |
Value chain shall encompass the upstream and downstream partners of a listed entity, individually comprising 2% or more of the listed entity’s purchases / sales (by value) respectively |
Value chain shall encompass the upstream and downstream partners of a listed entity, individually comprising 2% or more of the listed entity’s purchases / sales (by value) respectively, and cumulatively comprising at least 75% of the listed entity’s purchases / sales (by value), respectively |
Value Chain |
Addition - For the first year of reporting ESG disclosures for value chain, i.e. FY 2024-25, reporting previous year numbers shall be voluntary |
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Value Chain |
Addition -Voluntary disclosures approach in place of “comply or explain” approach for ESG disclosures for value chain and assurance thereof |
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Value Chain |
Addition -The listed entity shall disclose the percentage of total sales and purchases covered by the value chain partners for which ESG disclosure are provided |
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Green Credits |
Addition - Following Leadership indicator to be added under BRSR How many Green Credits have been generated - By the company - By the value chain partners |
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BRSR Disclosure |
Disclosures for FY2023-24: Companies shall be provided with an option either to undertake ‘assessment’ or ‘reasonable assurance’ of BRSR Core disclosures for FY 2023-24 Disclosures for FY2024-25 and onwards: Assurance will be substituted with ‘Assessment’. |
In order to provide relaxation on the various aspects of the framework for valuation of investment portfolio of AIFs, SEBI vide its consultation paper have issued items for public comments as below: -
a) Applicability of valuation norms to compute valuation of investment portfolio of AIFs;
Proposal
The framework for AIFs to carry out valuation of their investment portfolio may be suitably revised to state that –
b) Change in valuation methodology and approach being considered as ‘material change’;
Proposal
Taking into account recommendations of AIPAC and internal deliberation, the following is proposed –
c) Eligibility criteria of independent valuers to be appointed by AIFs;
Proposal
It may be clarified that the eligibility criteria for independent valuer for a partnership entity or company shall be as follows –
d) Timeline for reporting valuation of investment portfolio by AIFs to Performance Benchmarking Agencies.
Proposal
AIFs shall provide audited data on cash flows and valuation of their scheme-wise investments, after the audit of books of accounts of the AIF in terms of Regulation 20(14) of AIF Regulations, to Performance Benchmarking Agencies within 7 months from March 31, i.e., by October 31 of each year.