The Securities and Exchange Board of India (Sebi) has approved a series of measures on conflict of interest, disclosure and recusal norms for officials of the market regulator.
The Sebi board also allowed foreign portfolio investors to settle their trades on a net basis and measures to revamp the fit and proper norms for market intermediaries, the regulator said in a statement.
The Sebi chairperson and whole-time members will be subject to the same norms for investments as other employees. Their investments in unlisted companies and other commercial ventures have to be liquidated or frozen during their tenures.
“We are trying to be as transparent as possible,” Sebi chairman Tuhin Kanta Pandey said at a press conference on Monday. “There is a bit of a difference today (in disclosures) between the employees and the chairman and whole-time members. This will be the same going forward.”
The market regulator will set up a digital system to manage conflict of interest and the whistleblower system for reporting perceived, actual and potential conflicts of interest.
Details of immovable property of the top officials of Sebi including the chairman, whole-time members, executive directors and chief general managers will now be publicly disclosed in the same manner as applicable for All India Services and Central civil services officers.
In November, a high-level committee had proposed significant reforms to Sebi’s conflict of interest rules, including annual public disclosures of assets and liabilities by the chairman, whole-time members and employees with the rank of chief general manager and above – a first for the regulator’s top brass.
The aim was to strengthen transparency and ensure that any personal, professional or financial relationships that could affect independent decision-making were identified upfront.
Among other approved norms is the mandate of disclosing assets, liabilities, trading activities and relationships of employees, the chairperson and whole-time members and a cap of 25% for investments managed by a single intermediary.
Oversight panel
The board decided to hand away the decision to constitute a separate set of regulations for board members and the creation of an oversight committee on ethics and compliance to the Central government.
The market regulator constituted the high-level committee in March, following allegations of a conflict of interest involving Madhabi Puri Buch, the former Sebi chairperson.
In August 2024, US short-seller Hindenburg Research alleged that Buch and her husband had undisclosed stakes in entities incorporated in Bermuda and Mauritius that were purportedly linked to the Adani Group, which Sebi was investigating at the time over allegations of fraud. The Adani Group rejected the claims, as did Buch and her husband.
The Sebi board said foreign portfolio investors can settle their trades on a net basis in the cash market. Currently, FPIs settle their trades with the custodian on a gross basis.
The move is expected to reduce costs for FPIs, especially on index rebalancing day. Non-outright transactions will continue to be settled on a gross basis. The norms on netting of trades will be implemented on or before 31 December 2026.
The Sebi board approved measures to revamp the fit and proper norms for market intermediaries. In February, the market regulator said that its experience in enforcing the rules over the past five years, along with evolving global best practices, prompted a review of Schedule II of the Intermediaries Regulations.
The move follows representations from market participants flagging onerous compliance requirements and the risk of irreparable harm due to premature disqualifications. The Schedule II norms mandate high ethical standards for applicants, directors, and key management personnel, focusing on reputation, competence, and financial solvency.
Fit and proper test
Among the changes approved is a ban on disqualification at the early stages of criminal proceedings. Earlier, an applicant or intermediary could fail the ‘fit and proper’ test if they were the subject of a pending criminal complaint filed by Sebi or named in a charge sheet by an enforcement agency for an economic offence.
Sebi will now rely on principle-based criteria, which would judge a person or an entity based on their reputation, integrity and conduct. This would be applicable on a case-to-case basis.
The market regulator approved another proposal to limit disqualification of a legal entity to cases where a winding-up order has actually been passed, rather than initiated.
Another area under revamp is the default five-year prohibition that applies when Sebi declares a person not ‘fit and proper’ but does not specify the duration of the ban. This automatic ban has also been removed
The regulator also cleared a proposal to streamline the winding-up of alternative investment funds (AIFs) and the surrendering of their registration. Even after an AIF’s fixed tenure ends, some of them are unable to fully wind up and return all the money to investors because part of their funds is tied up in ongoing litigation or tax disputes.
Since the regulations require complete distribution of funds before surrendering registration, these AIFs get stuck, continuing to exist without active investment activity but still facing full compliance burdens.
Sebi cleared a proposal allowing such funds to retain money beyond their tenure in genuine cases, such as those involving legal or tax complications, and introduced a category called “inoperative funds” for those with no active management.
These inoperative funds would face reduced compliance requirements. To retain funds, AIFs have to either show proof of receipt of a litigation notice or tax or regulatory demand, the consent of at least 75% of investors by value, or proof of amounts retained for operational expenses through invoices or prior-year comparables.
Reits, InvITs
To promote ease of doing business for real estate investment trusts (Reits) and infrastructure investment trusts (InvITs), the market watchdog approved measures aimed at easing cash deployment, enhancing borrowing flexibility, and streamlining post-concession asset handling, while retaining existing investor protection norms.
InvITs will now be allowed to continue holding special purpose vehicles (SPVs) beyond the end of a project’s concession period. Under the current rules, an SPV must hold at least 90% of its assets in infrastructure projects. Once a concession expires, the asset typically reverts to the government, leaving the SPV without a qualifying infrastructure asset.
However, infrastructure trusts often face practical constraints in immediately winding up or exiting such SPVs due to pending tax assessments, litigation, defect liability obligations, and other contractual responsibilities.
The regulator also expanded the scope of investments that Reits and InvITs can make in liquid mutual fund schemes.
For individual investors, the board approved a proposal to reduce the minimum investment limit in social impact funds to ₹1,000 from ₹2 lakh to broaden retail participation in the segment. A social impact fund invests in companies or projects that contribute positively to social and environmental wellbeing.
