MASTER CIRCULAR
SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70
May 30, 2024
To,
1. Foreign Portfolio Investors ("FPIs")
2. Designated Depository Participants ("DDPs") and Custodians
3. The Depositories
4. All recognized Stock Exchanges and Clearing Corporations including those in
International Financial Services Centre
Dear Sir / Madam,
Subject: Master Circular for Foreign Portfolio Investors, Designated Depository
Participants and Eligible Foreign Investors.
1. Securities and Exchange Board of India (SEBI), vide circular number SEBI/HO/AFD-
2/CIR/P/2022/175 dated December 19, 2022, had issued Master Circular for FPIs,
DDPs and Eligible Foreign Investors under the Securities and Exchange Board of
India (Foreign Portfolio Investors), Regulations 2019. Subsequently, various circulars
has been issued pertaining to FPIs and DDPs.
2. The provisions of the aforesaid circulars are incorporated in this Master Circular which
supersedes the earlier Master Circular dated December 19,2022 This Master Circular
shall come into force from the date of its issue. The circulars mentioned in Annexure
A of the Master Circular shall stand rescinded with the issuance of this Master Circular.
3. With respect to the directions or other guidance issued by SEBI, as specifically
applicable to FPIs, shall continue to remain in force in addition to the provisions of any
other law for the time being in force. Terms not defined in this Master Circular shall
have the same meaning as provided under the Regulations.
4. Notwithstanding such rescission,
a. anything done or any action taken or purported to have been done or taken
including registration or approval granted, fees collected, registration or approval,
suspended or cancelled, any adjudication, enquiry or investigation commenced or
show-cause notice issued under the rescinded circulars, prior to such rescission,
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shall be deemed to have been done or taken under the corresponding provisions
of this Master Circular;
b. any application made to the Board under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under the
corresponding provisions of this Master Circular;
c. the previous operation of the rescinded circulars or anything duly done or
suffered thereunder, any right, privilege, obligation or liability acquired,
accrued or incurred under the rescinded circulars, any penalty, incurred in
respect of any violation committed against the rescinded circulars, or any
investigation, legal proceeding or remedy in respect of any such right,
privilege, obligation, liability, penalty as aforesaid, shall remain unaffected
as if the rescinded circulars have never been rescinded;
5. This circular is issued with the approval of the Competent Authority.
6. This circular is issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992.
7. The circular is available on SEBI website at www.sebi.gov.in under the category “
Legal -Master Circulars.”
Yours faithfully,
Vikash Narnoli
Deputy General Manager
Tel No.: 022-26449161
E-mail: vikashn@sebi.gov.in
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Contents
Master Circular for Foreign Portfolio Investors, Designated Depository Participants and
Eligible Foreign Investors. ...................................................................................................... 1
PART A - Registration of Foreign Portfolio Investors (FPIs)................................................. 5
1. Guidance for Processing of FPI applications by DDPs .................................................. 5
2. Guidance for certain specific entities ............................................................................... 10
3. Multiple Investment Managers (MIM) ................................................................................. 12
4. Continuance of Registration ................................................................................................ 13
5. Certificate of Registration .................................................................................................... 13
6. Rejection of FPI application ................................................................................................. 13
7. Obligations of DDPs .............................................................................................................. 14
8. Reporting .................................................................................................................................. 14
9. Name change ........................................................................................................................... 14
10. Surrender of Registration ..................................................................................................... 15
11. Change in Custodian/DDP .................................................................................................... 16
12. Requirement for segregated portfolios ............................................................................ 17
13. Reclassification ....................................................................................................................... 17
14. Change in Material Information........................................................................................... 18
15. Change in Status of a Compliant Jurisdiction ................................................................ 18
16. Other Changes relating to FPI ............................................................................................. 19
PART B – Know Your Client (KYC) Requirements for FPIs ..................................................19
1. KYC documentation requirements for FPI ....................................................................... 19
2. Sharing of KYC documents with banks towards opening of bank accounts of
FPIs ............................................................................................................................................. 21
3. Depository Account by Foreign Portfolio Investor: ...................................................... 21
4. Identification and verification of Beneficial Owners ..................................................... 21
5. Periodic KYC review .............................................................................................................. 23
6. Data security ............................................................................................................................ 23
7. Period for maintenance of records .................................................................................... 24
8. Guidelines for KYC: ............................................................................................................... 24
9. List of supporting documents: ........................................................................................... 25
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PART C - Investment Conditions / Restriction on Foreign Portfolio Investors registered
SEBI (Foreign Portfolio Investor) Regulations, 2019 ............................................................26
1. Monitoring of investment limit at investor group level ................................................ 26
2. Monitoring of Investment Limit at individual level ........................................................ 32
3. Off-Market transfer of securities......................................................................................... 39
4. “To be listed” shares ............................................................................................................. 39
5. Short sale of securities ......................................................................................................... 40
6. Investment by FPI through primary market issuances ................................................ 40
7. Transfer of Right entitlements ............................................................................................ 40
8. Risk management framework for FPIs .............................................................................. 40
9. FPIs investments in debt securities .................................................................................. 41
10. Allocation of corporate debt limit ....................................................................................... 41
11. Position limits available to FPIs for stock and stock index derivative contracts . 43
12. FPI Position Limits in Exchange Traded Interest Rate Futures (IRF) ....................... 44
13. Participation of FPIs in the Currency Derivatives segment and Position limits for
currency derivatives contracts ........................................................................................... 45
14. Participation of FPIs in Exchange Traded Commodity Derivatives (ETCDs) in
India ............................................................................................................................................ 48
15. Investments by FPIs in REITs, InvITs, AIFs ..................................................................... 49
16. Investments by FPIs in corporate bonds under default ............................................... 49
17. Clarification regarding adherence to below 10% investment limit ............................ 50
18. Write-off of securities held by FPIs ................................................................................... 50
PART D - Issuance of Offshore Derivative Instruments by Foreign Portfolio Investors
under SEBI (Foreign Portfolio Investor) Regulations, 2019 .................................................51
1. Conditions for issuance of ODIs ........................................................................................ 51
2. Know Your Client (KYC) norms for ODI subscribers and reporting of suspicious
transactions ............................................................................................................................. 54
3. Reporting of ODIs and Maintenance of Control Systems ............................................ 55
PART E - Guidelines for participation/ functioning of Eligible Foreign Investors (EFIs) in
International Financial Services Centre (IFSC) .....................................................................56
PART F - Publishing of Investor Charter and Disclosure of Complaints by DDPs on their
websites ...................................................................................................................................58
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PART A - Registration of Foreign Portfolio Investors (FPIs)
1. Guidance for Processing of FPI applications by DDPs
The Government of India vide notification number F. No. 4/15/2016-ECB dated January
27, 2020 notified the Common Application Form (CAF) for the purpose of (a) registration
of Foreign Portfolio Investors (FPIs) with Securities and Exchange Board of India (SEBI),
(b) allotment of Permanent Account Number (PAN) and (c) carrying out of Know Your
Customer (KYC) for opening of Bank and Demat Account.
FPI applicant shall submit duly filled prescribed application form – CAF and ‘Annexure to
CAF’ (Annexure B) supported by required documents and applicable fees for SEBI
registration and issuance of PAN. The application form should be duly signed with all
signatures in original.
The DDP may grant FPI registration to the applicant on the basis of scanned copies of
executed Common Application Form (‘CAF’), scanned copies of certified supporting
documents and applicable fees submitted by the applicant.
The DDP shall thereafter update the CAF module as per the standard process, for
issuance of Permanent Account Number (‘PAN’).
Post allotment of PAN to the applicant, the scanned copies of certified Know Your Client
(‘KYC’) documents of the applicant shall be uploaded on the KYC Registration Agencies
(‘KRA’) by the DDP/ Custodian. Other intermediaries/ entities may access such
documents from the KRA and complete their KYC requirements for opening the demat,
trading and bank accounts.
The Custodian shall ensure that appropriate systems and procedures are in place to
prevent any activity in such accounts till verification of physical documents is carried out.
Only upon receipt and verification of the physical documents by the DDP/ Custodian, the
Custodian shall make an application to the Clearing Corporation (‘CC’) for allotment of a
CP Code to the FPI and carry out necessary steps for enabling the FPI to transact in the
Indian securities markets.
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FPIs may use digital signatures for the purpose of execution of CAF and other registration
related documents, provided such digital signatures are in accordance with the provisions
of the Information Technology Act, 2000.
In cases where PAN application by the FPI applicant is made via the CAF portal, the
DDP/Custodian may verify the PAN of the FPI basis its availability on the CAF module
hosted on the website of the depositories, where the PAN is reflected via an automated
secure feed from the Income Tax department.
FPI applicant belonging to an existing FPI investor group may submit its unique FPI
investor group ID in the CAF, in lieu of providing complete details of all group constituents.
In case the applicant wants to club additional FPIs (apart from itself) in such unique
investor group ID, the FPI may only provide details of such additional FPIs, along with the
investor group ID.
Where the application form is incomplete, or lacks clarity, the applicant shall be advised
by the DDP to clarify or furnish the desired information within a reasonable time.
DDP may satisfy itself on any incremental due diligence requirement to process the
application under the Regulation. The other intermediaries dealing with FPIs may rely on
the information in CAF for the purpose of KYC.
DDPs shall consider the following checks for determination of eligibility at the time of
processing FPI application:-
i. Country Check - The residency status of the FPI applicant may be ascertained
from the place of incorporation/ establishment through appropriate document or
information such as any identification / registration document issued by applicable
regulator or the Income Tax authority. The country code in the FPI registration
number shall be the country of its registered/residence address. For due diligence,
DDP may verify the country as below –
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Table 2
Sl. Countries Source for verification
No. from website of
(a) List of countries where the securities market International Organization
regulator is a signatory to IOSCO MMOU shall of Securities Commissions
be verified by the DDP. (IOSCO)
(b) List of countries that have bilateral MOU with Securities and Exchange
SEBI Board of India (SEBI)
(c) The list of countries whose Central Bank is a Bank for International
member of the BIS Settlements (BIS)
(d) List of countries that are listed in the public Financial Action Task Force
statements issued by FATF and list of FATF (FATF).
member country
With respect to the eligibility of FPI applicants from a country where there are
separate securities market regulators for different provinces/ states within that
country, applicants from only those provinces / states whose securities market
regulator is a signatory to IOSCO MMOUs or has entered into a Bilateral MoU
with SEBI would be eligible for grant of registration as FPI.
Any reference in the Regulations and in this Master Circular, with regards to an
entity ‘from a FATF member country’ will mean that the entity has its primary
place of business in a FATF member country and, if regulated, is appropriately
regulated in a FATF member country.
ii. Non-resident Indian (NRI) / overseas citizens of India (OCI) / resident Indians (RI)
check - DDP may obtain requisite declaration from applicant for satisfying eligibility
criteria under regulation 4 of the Regulations and the conditions mentioned below
relating to NRIs, OCIs and/or RIs being constituents of the applicant.
Where NRIs or OCI or RIs are constituents of the applicant –
a. the contribution of a single NRI or OCI or RI shall be below twenty-five
percent of the total contribution in the corpus of the applicant;
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b. the aggregate contribution of NRIs, OCIs and RIs shall be below fifty
percent of the total contribution in the corpus of the applicant.
Explanation: The contribution of resident Indian individuals shall be made
through the Liberalised Remittance Scheme (LRS) notified by Reserve
Bank of India (RBI) and shall be in global funds whose Indian exposure is
less than 50%.
c. the NRIs, OCIs and RIs shall not be in control of the applicant. This is not
applicable if the applicant is an ‘offshore fund’ for which ‘No Objection
Certificate’ has been issued by the Board in terms of the Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996, or is controlled
by an Investment Manager which is controlled and/or owned by NRI or OCI
or RI if the following conditions are satisfied:
i. such Investment Manager is appropriately regulated in its home
jurisdiction and registered with the Board as a non-investing FPI, or
ii. such Investment Manager is incorporated or setup under the Indian
laws and appropriately registered with the Board.
d. The provisions mentioned at a to c above shall not apply to non-investing
FPI or if the applicant proposes to invest or invests only in units of schemes
floated by mutual funds in India.
e. An applicant not meeting above requirements shall comply within a period
of two years from the date of registration. A foreign portfolio investor who
remains non-compliant even after the period specified above shall be
prohibited from making any fresh purchase of securities and such foreign
portfolio investor shall liquidate its existing position in the Indian securities
market within a period of one hundred and eighty days.
f. In case of temporary breach of above investment limits, the foreign portfolio
investor shall comply with the eligibility conditions within ninety days of its
breach. In case the foreign portfolio investor remains non-compliant with the
said requirement even after ninety days, then no fresh purchases shall be
permitted and such FPI shall liquidate its existing position in Indian
securities market within a period of the next one hundred and eighty days.
DDP shall submit the report on above NRI/OCI/RI requirement to SEBI on a
quarterly basis. DDP shall submit the report on SEBI Intermediary Portal (SI
Portal). The reports shall be uploaded within 15 calendar days from the end of
each quarter.
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iii. Fit and proper person check - DDP may obtain declaration from the applicants
about their meeting eligibility criteria specified under Regulation 4 of the
Regulations and shall exercise its due diligence, as applicable.
iv. Category I FPI check - DDP may verify the eligibility of Category I FPI (under
Regulation 5(a)(i) based on relevant details under which the entity has been
established – e.g. Government Charter, Act, Legislation, the shareholding pattern
provided by the FPI applicant.
v. Regulatory check - The DDP may verify if the applicant is regulated or supervised
by the securities market regulator or banking regulator and that its
registration/license granted by its regulator has not been cancelled and is still valid
through any one of the following:
a) Obtain a copy of certificate issued by such regulator or;
b) verify the registration details directly from the registry or the website of such
regulator.
Explanation: Certain type of structures in some of the jurisdictions permitted by
SEBI in the past shall continue to be considered as appropriately regulated.
vi. Any past action taken by FPI applicant's regulator may not necessarily render such
an applicant ineligible as long as such action did not result in cancellation of its
registration. Further, if an FPI applicant, which is present in multiple jurisdictions,
is suspended by one of its foreign regulator and if this suspension does not affect
the entity or any of its affiliates’ ability to trade in any other country around the
world, DDP can consider such an applicant eligible for grant of FPI registration
subject to fulfillment of applicable eligibility requirements.
vii. DDP shall mention name of its signatory(ies) in the FPI registration approval while
communicating registration approval to the FPI.
viii. The applicant may also add the name of its investment manager/ umbrella
fund/trustee, etc. as a suffix to its name.
ix. Legal Entity Identifier (LEI) for all non – individual Foreign Portfolio Investors
(FPIs)
a) All non-individual FPIs shall provide their LEI details in the Common Application
Form (“CAF”), used for registration, KYC and account opening of FPIs.
b) All existing FPIs (including those applying for renewal) that had not already
provided their LEIs to their DDPs, had do so within 180 days from the date of
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issuance of circular dated July 27, 2023, failing which their account were to be
blocked for further purchases until LEI is provided to their DDPs.
c) All fresh registration shall be carried out upon receipt of the FPIs’ respective
LEI details.
d) FPIs are required to ensure that their LEI is active at all times. Accounts of FPIs
whose LEI code has expired / lapsed shall be blocked for further purchases in
the securities market till the time the LEI code is renewed by such FPIs.
e) DDP shall submit report on FPIs non-compliant with Legal entity identifier
requirements on a quarterly basis to SEBI. DDP shall submit the report on SEBI
Intermediary Portal (SI Portal). The reports shall be uploaded within 15
calendar days from the end of each quarter.
x. DDP shall submit report on FPI General Information to assess the eligibility under
Regulation 4 of FPI Regulations, 2019 on a quarterly basis to SEBI. DDP shall
submit the report on SEBI Intermediary Portal (SI Portal). The reports shall be
uploaded within 15 calendar days from the end of each quarter.
2. Guidance for certain specific entities
i. Bank or Subsidiary of Bank applicant
An FPI applicant under bank category (other than a central bank) would be deemed to
be appropriately regulated if it is regulated by the unified financial sector regulator in its
home jurisdiction or by a banking sector regulator in its home jurisdiction.
In case an applicant/ its group entity is (i) bank or its subsidiary and has a bank
branch/representative office in India or (ii) a central bank or its subsidiary, the respective
DDP shall forward the application form to SEBI. SEBI would in turn request RBI to
provide its comments. Based on the comments received from RBI, SEBI would notify the
comments of RBI to DDP to consider while processing such applications. No such
reference to SEBI/ RBI shall be required for continuance of registration.
In case a bank FPI applicant is regulated by the banking sector regulator in its home
jurisdiction, but the central bank of that country is not a member of BIS, the FPI can seek
registration under Category II.
ii. Insurance/Reinsurance entity
Insurance and reinsurance entities shall be deemed to be appropriately regulated for the
purpose of the Regulations, if they are regulated or supervised by the relevant regulator
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in their concerned foreign jurisdiction in the same capacity in which they propose to make
investments in India.
iii. Pension funds
Pension funds shall include superannuation or similar schemes that provides retirement
benefits to employees/ contributors.
iv. Appropriately regulated entities investing on behalf of clients
Appropriately regulated entities such as banks and merchant banks, asset management
companies, investment managers, investment advisors, portfolio managers, insurance &
reinsurance entities, broker dealers and swap dealers will be permitted to undertake
investments on behalf of their clients as Category II FPIs in addition to undertaking
proprietary investment by taking separate registrations as Category I FPI.
Where such entities are undertaking investments on behalf of their clients, Category II
FPI registration shall be granted subject to following conditions:
i. Clients of FPI can only be individuals and family offices.
ii. Clients of FPI should also be eligible for registration as FPI and should not be
dealing on behalf of third party.
iii. If the FPI is from a FATF member country, then the KYC including identification &
verification of beneficial owner of the clients of such FPI should be done by the FPI
as per requirements of the home jurisdiction of the FPI. FPIs from non - FATF
member countries should perform KYC of their clients including identification and
verification of beneficial owner as per Indian KYC requirements.
iv. FPI has to provide complete investor details of its clients (if any) on quarterly basis
(end of calendar quarter) by end of the following month to DDP as below.
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Table 3
Name of FPI-
FPI Registration number-
We herewith submit the investor details of our clients-
Details of clients
Sr. Name Country Address Type (Individual/ Family
No. office)
v. Investments made by each such client, either directly as FPI and/or through its
investor group shall be clubbed with the investments made by such clients (holding
more than 50% in the FPI) through the above referenced appropriately regulated
FPIs.
v. Applicant incorporated or established in an International Financial Services Centre:
The proviso under Regulation 4 of the Regulations will be applicable to those applicants
incorporated or established in an International Financial Service Centre under SEBI
(International Financial Services Centres) Guidelines and rules therein, as amended
from time to time.
3. Multiple Investment Managers (MIM)
i. Where an entity engages multiple investment managers (MIM) for managing its
investments, the entity can obtain multiple FPI registrations mentioning name of
Investment Manager for each such registration. Such applicants can appoint
different DDPs for each such registration. Investments made under such multiple
registrations shall be clubbed for the purposes of monitoring of investment limits.
ii. In case of MIM structures, if the entity has already furnished registration details to
a DDP at the time of its registration, then, the entity will not be required to again
provide the registration details for each new FPI registration under this structure,
unless there has been a change in the registration details provided to a DDP
earlier. However, such FPI need to provide the name of its Investment Manager at
the time of request for new FPI registration along with the confirmation that
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information provided in earlier application is updated and valid. Such FPIs
registered under MIM structure shall have the same PAN. Where the entity seeks
registration under this structure with another custodian/DDP, the investor or
existing custodian/DDP shall provide certified true copy of the application form to
new custodian/DDP.
4. Continuance of Registration
i. FPIs who wish to continue with their registration for the subsequent block of three
years, should pay the fees to their DDPs and inform change in information, if any,
as submitted earlier.
ii. In case of no change in information, FPIs shall give declaration that there is no
change in the information, as previously furnished.
iii. FPI shall provide the additional information, if applicable, along with supporting
documents including fees for continuance of its registration at least 15 days prior
to current validity of its registration in order to facilitate a smooth continuance
process. FPI is required to submit a reason for delay, if any, in delayed submission
of such information/fees.
iv. If DDP is in receipt of registration fees prior to validity date but the due-diligence
including KYC review is not complete by the validity date due to non-submission
of information by the FPI, no further purchases may be permitted till the intimation
of continuance is given by DDP.
v. Where the FPI has not paid fees for continuance of its registration, its FPI
registration shall cease to be valid after the date, up to which, the last registration
fees were duly paid by the FPI.
vi. An FPI cannot apply for continuance after expiry of its registration. However, if
such entity intends to have FPI registration, it will have to make a fresh application
for registration after surrender of its earlier FPI registration.
5. Certificate of Registration
The designated depository participant shall grant the certificate of registration,
bearing registration number generated by SEBI.
6. Rejection of FPI application
i. A DDP may consider an FPI application, which has been previously rejected by
another DDP. However, before considering such an application, the DDP shall
ascertain the reasons for which the application was rejected. In case the
application was rejected on technical grounds, the DDP shall ensure that such
deficiencies have been rectified by the applicant, before assessing the application
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afresh on its own merits. If the application has been rejected for any other reason,
then the DDP shall assess the application on its own merit as per FPI Regulations.
ii. The depositories (NSDL and CDSL) shall maintain a database of FPI applicants.
Every DDP shall input the details of FPI applicants in the database. Where an FPI
application is rejected by a DDP, the DDP shall mention the reason for such
rejection in the database, which would be accessible to all DDPs.
7. Obligations of DDPs
i. Infrastructure: Every DDP shall have necessary infrastructure, including adequate
office space, adequate and competent manpower and computer systems
capability required to discharge its activities as DDP in compliance with
Regulations and other guidelines, circulars, issued thereunder.
ii. Manual: Every DDP shall have a manual setting out systems and procedures to
be followed for the effective and efficient discharge of its functions as a DDP.
iii. Monitoring of systems and controls: Every DDP shall have adequate mechanisms
for the purposes of reviewing, monitoring and evaluating its controls, systems,
procedures and safeguards.
8. Reporting
i. Every DDP shall submit to SEBI monthly reports on application received from FPI
applicants as per the format set out in Annexure C hereto and such other reports
as may be required by SEBI. The report pertaining to a month may be submitted
by DDPs to SEBI latest by 10th of the following month.
ii. Depository/DDP shall submit to SEBI monthly reports of the fees collected for all
the FPIs registered by it as per the format set out in Annexure D hereto and such
other reports as may be required by SEBI.
iii. DDP shall submit annual audit reports on internal controls of DDPs under
Regulation 31(6) of SEBI (Foreign Portfolio Investors) Regulations, 2019 to SEBI
annually. DDP shall submit the report on SEBI Intermediary Portal (SI Portal). The
reports shall be uploaded within the timelines specified under aforesaid regulation.
9. Name change
i. In case the FPI has undergone a change in name, the request for updation/
incorporation of new name should be submitted by the FPI to the DDP
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accompanied by documents certifying the name change. Such name change can
be evidenced by:
 Information available on the website of the home regulator; or
 Certified copy of document(s) from home regulator; or
 Certified copy of document(s) from Registrar of Company (or equivalent
authority) (wherever applicable) issued; or
 Where above is not applicable, a Board Resolution or equivalent authorizing
the name change
ii. An undertaking by the FPI shall be given stating that it is a mere name change and
does not involve change in beneficial ownership, category or structure. Where FPIs
has delayed in submitting details of name change beyond 6 months, DDP shall
provide details of all such instances with reasons.
iii. Upon receipt of the request for name change along with abovementioned
documents, the DDP shall effect the change in name in the certificate. The DDP
shall issue a letter and fresh registration certificate to such applicant
acknowledging the change in name. Respective Depositories shall make
necessary arrangements for DDPs to provide fresh registration certificate as an
acknowledgement from its database including a statement that the name change
has been granted without prejudice to any tax liability/ implication in India.
iv. FPI shall as soon as possible but not later than seven working days apply for
appropriate change in name in the PAN records, pursuant to its name change.
10. Surrender of Registration
i. DDP shall seek a “No Objection Certificate” (NOC) from the Board to process such
surrender after ensuring that the holdings of the concerned applicant in security
account and bank account is nil and there are nil outstanding derivative positions.
ii. DDP shall process such surrender applications post receipt of NOC from the Board
and shall issue a confirmation to the FPI in this regard.
iii. DDP shall adhere to the following guidelines while processing such applications:
a. While making an application to SEBI for seeking “No Objection Certificate”
(NOC) for surrender, the DDP shall confirm the following with respect to the
FPI:
i. Accounts held by the applicant in the capacity of FPI have NIL
balance and are blocked for further transactions. Further, the CP
code of the FPI is also blocked.
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ii. There are no dues/ fees pending towards SEBI.
iii. There are no actions/ proceedings pending against the said
applicant.
b. DDP shall ensure that:
i. all the accounts (including bank account and securities account) held
by the applicant in the capacity of FPI are closed; and
ii. the CP code is deactivated
within 10 working days from the date of receipt of NOC from SEBI.
11. Change in Custodian/DDP
i. In case, an FPI or its Global Custodian wishes to change the local custodian/DDP,
the request for change shall be forwarded to new local custodian/DDP. In case,
the Global Custodian of FPI wishes to change the local custodian/DDP, then the
request for change can be sent by the Global Custodian on behalf of its underlying
FPI clients provided such Global Custodian has been explicitly authorized to take
such steps by the client.
ii. Upon receipt of no objection from the transferor local custodian/DDP, the
transferee local custodian/DDP shall approve the change. In case, the request for
change in local custodian/DDP is received from Global Custodian, the transferee
local custodian/DDP shall inform Compliance Officer of the concerned FPI(s)
regarding the change in their local custodian/DDP.
iii. Once the change of DDP/Custodian is approved by DDP, the FPI will need to
transfer accounts and assets to the new DDP/Custodian within a period of 30 days.
In case the transition does not take place within the stipulated time, the FPI shall
provide reasons for the same and seek extension from DDP for a further period of
30 days. Once the transition is complete, transferee local custodian/DDP shall
intimate SEBI about the change. Both the DDPs will provide joint confirmation on
completion of transition of data and documents to SEBI.
iv. With respect to the process of change of local custodian/DDP by an FPI, the new
DDP (i.e. transferee) may rely on the due diligence carried out by the old DDP.
However, the new DDP is required to carry out adequate due diligence at the time
when the FPI applies for continuance of its registration.
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12. Requirement for segregated portfolios
i. Funds investing in India include those with sub-funds or separate classes of shares
or equivalent structure with segregated portfolio for such sub-funds or separate
classes of shares or equivalent structure. The assets & liabilities across such sub-
funds or separate classes of shares or equivalent structure may be ring fenced
from each other as directed by FPI. FPIs having segregated portfolio(s) are
required to provide BO declaration for each fund/sub-fund/share class/equivalent
structure that invests in India. Further, in case of addition of fund / sub fund / share
class /equivalent structure with segregated portfolio that invests in India, the FPI
shall be required to provide BO information prior to investing in India through such
new fund/sub fund/share class/equivalent structure.
ii. Existing FPIs with segregated portfolio are required to provide the BO details for
each fund/sub-fund/share class/equivalent structure that invests in India at the time
of continuance of registration. In case of non-submission of BO details within the
prescribed timelines, the FPI shall not be allowed to make fresh purchases till the
time it is compliant with the said requirement.
iii. For deletion of sub-fund/share classes/equivalent structure that invests in India, an
intimation should be provided to DDP as soon as possible but not later than seven
working days.
iv. The FPI shall also ensure that funds/sub funds/share classes/equivalent structure
that do not adhere to the above requirement shall not invest in India in future.
13. Reclassification
If an FPI registered under a particular category/sub-category fails to comply with
applicable eligibility requirements, it shall promptly notify this change to its DDP to be
reclassified under appropriate category/sub-category. FPI may be required to provide
to the DDP with additional KYC documents, as applicable. The concerned DDP /
Custodian shall not allow (block) such FPI to make fresh purchases till additional KYC
requirements (if any) are complied with. However, such FPI shall be allowed to
continue to sell the securities already purchased by it. If such FPI continues to hold
securities 180 days after blocking, such FPI shall be referred to SEBI for any further
action.
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14. Change in Material Information
i. In terms of Regulation 22(1)(c), if there is any change in the material information
previously furnished by the FPI to the DDP and/or SEBI, which has a bearing on
the certificate granted by the DDP on behalf of the Board or relating to any direct
or indirect change in its structure or ownership or control, change in regulatory
status, merger, demerger or restructuring, change in category/ sub-category /
structure/ jurisdiction/ name of FPI/ beneficial ownership etc, of the FPI, it shall as
soon as possible but not later than seven working days inform the DDP and/or the
Board in writing.
ii. The DDP shall examine all such material changes and re-assess the eligibility of
the FPI including requiring FPIs to seek fresh registration. However, DDP shall not
process any request for change in jurisdiction of the FPI and in such cases, FPI
may apply for new FPI registration.
iii. Where there is a delay of more than six months in intimation of material change by
the FPI to the DDP, the DDP shall, inform all such cases to SEBI for appropriate
action, if any, along with reason for delay on a monthly basis. DDP shall submit
the reports on SEBI Intermediary Portal (SI Portal). The reports shall be uploaded
within 15 calendar days from the end of each month. DDPs shall continue to submit
delay in intimation of certain material changes (excluding change in Name, Change
in Senior Managing Official and Change in Beneficial owner not leading to change
in Investor Grouping), within 2 working days from the receipt of intimation by FPI
through email to misc-fpi@sebi.gov.in.
15. Change in Status of a Compliant Jurisdiction
i. If a jurisdiction, which was a compliant jurisdiction at the time of grant of registration
to FPI, becomes non-compliant jurisdiction i.e. ceases to be member of IOSCO/
Bilateral Memorandum of Understanding with SEBI/ BIS or the concerned
jurisdiction of FPI is listed in FATF public statement as "high risk" and "non-
cooperative" jurisdiction or the concerned jurisdiction of FPI then concerned
Custodian shall not allow such FPIs to make fresh purchases till the time the
jurisdiction/FPI is compliant with the Regulations. However, the FPI shall be
allowed to sell the securities or continue to hold the securities already purchased
by it. The concerned DDP shall inform to SEBI details of such FPIs upon such
change.
Further, in case the FPI itself or its underlying investors contributing twenty-five
percent or more in the corpus of the FPI or identified on the basis of control, come
under the Sanctions List notified by the United Nations Security Council, custodian
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shall not allow any further buy/sell in the account of such FPI and shall as soon as
possible but not later than two working days notify such instances to SEBI.
16. Other Changes relating to FPI
i. DDP shall take note of the other changes such as change in Compliance Officer,
change in contact details and address and update the records accordingly.
PART B – Know Your Client (KYC) Requirements for FPIs
FPIs are required to provide KYC related documents based on the category under which
it is registered. Once the KYC is completed, the intermediary will upload the Form and
supporting documents on the KYC Registration Agencies (KRA) portal for other market
intermediaries to access and complete their KYC requirements. Apart from the KYC
requirement stated below, each intermediary may have additional documentation
requirement for conducting enhanced due diligence as per their internal policies.
1. KYC documentation requirements for FPI
KYC documentation applicable for FPIs shall be as under:-
Table 4
KYC Documentation
Sr. No Document Type Category - I Category - II
Details
Constitutive Docs (MoA,
1 Required Required
COI, prospectus etc.)
2 Proof of Address1 Required Required
3 Applicant Level PAN Required Required
4 Board Resolution2 Not required Required
5 FATCA / CRS form Required Required
6 Form/ KYC Form Required Required
Authorised
7 List of Signatures2 Required Required
Signatories
List of UBO including the
8 Ultimate Beneficial details of Intermediate Required Required
Owner (UBO) BO3
9 Proof of Identity Not Required Required
1 Power of Attorney having address provided to Custodian is accepted as address proof.
2 Power of Attorney granted to Global custodian/ local custodian is accepted in lieu of Board
Resolution (BR). BR and the authorized signatory list (ASL) is not required if SWIFT is used
as a medium of instruction.
3 UBO is not required for Government and Government related entities.
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Notes to the Table:
i. FPIs to provide an undertaking that upon demand by Regulators/ Law Enforcement
Agencies the exempted / relevant document/s would be submitted to the
intermediary.
ii. For FPI Category - I coming from high-risk jurisdiction (other than those registered
under Regulation 5(a)(i), the KYC documentation equivalent to FPI Category II
shall apply.
iii. FPI Category – II registered under Regulation 5(b)(i), shall provide KYC
documentation equivalent to FPI Category - I. However, BO details need to be
provided in specified format.
iv. For non-PAN related KYC documents (including KYC form), a local custodian can
rely on KYC carried out by another entity of the same financial group (like a Global
Custodian or Investment Manager) which is regulated and coming from an FATF
member country, where KYC is carried out as per their home jurisdiction
standards. Where this reliance is placed, such entity/ FPI shall provide an
undertaking to the effect that the relevant KYC documents, would be submitted to
the DDP/ Local Custodian when required by regulator/law enforcement agency/
government departments/ tax authority, etc. However, the Custodian / local
intermediary will be required to collect constitution documents and BO related
declarations (wherever applicable) of the FPI and also, upload the evidence of
KYC reliance on KRA.
v. Prospectus and Information Memorandum are acceptable in lieu of an official
constitutional document.
vi. Valid FATCA / CRS documentations is required to be submitted at the time of
account opening.
vii. Intermediary can verify the PAN of FPIs online from website authorized by the
Income-Tax department. To clarify no certification of PAN document required from
FPI. Alternatively, e-PAN issued by CBDT can also be produced by FPI for KYC
compliance without requiring any certifications. In such situations where the
intermediary is relying on KRA, it shall verify the PAN and download the available
documents from KRA. PAN is not mandatory for UBO, senior management and
authorized signatories of FPI.
viii. PAN is not mandatory for UN entities/multilateral agencies exempt from paying
taxes/filing tax returns in India.
ix. Board Resolution and the authorized signatory list (ASL) is also not required if
there is no exchange of physically signed documents / agreements between the
local Broker and the FPI or its authorized representative being an Investment
Manager regulated in FATF member country.
x. Existing risk based KYC requirement applicable to FPIs should also be made
applicable to securities account of FDI, FVCI/DR and FCCB accounts/entities if the
same entities are registered as FPIs.
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xi. If all information required in KYC Form (Part I and II) is provided in Form itself, no
separate KYC Form (Part I and II) will be required to be submitted.
2. Sharing of KYC documents with banks towards opening of bank accounts of
FPIs
i. Intermediaries are advised to share the relevant KYC documents with the banks
concerned based on appropriate authorization.
ii. Accordingly, a set of hard copies of the relevant KYC documents furnished by the
FPIs to intermediaries may be transferred to the concerned bank through their
authorised representative.
iii. While transferring such documents, intermediaries shall certify that the documents
have been duly verified with the original or notarised documents have been
obtained, where applicable. In this regard, a proper record of transfer of
documents, both at the level of the Intermediaries as well as at the bank, under
signatures of the officials of the transferor and transferee entities, may be kept.
3. Depository Account by Foreign Portfolio Investor:
In case, a FPI holds separate depository accounts in both NSDL and CDSL, it is
allowed to appoint only one custodian.
4. Identification and verification of Beneficial Owners
i. Beneficial Owners (BOs) are the natural persons who ultimately own or control an
FPI and should be identified in accordance with Rule 9 of the Prevention of Money-
laundering (Maintenance of Records) Rules, 2005 (hereinafter referred as PMLA
Rules). FPIs are required to maintain a list of BOs and should provide such list of
their BOs as below:-
Table 5
Sl. Name & Date of Tax Nationality Whether BO Tax Residency
No Address Birth Residency acting Group’s Number/ Social
. of the Jurisdiction alone or percenta Security
Beneficial together ge Number/
Owner through Sharehol Passport
(Natural one or ding / Number of BO/
Person) more Capital / any
natural Profit other
persons ownershi Government
as p in the issued identity
group, FPIs document
with number
their (example
name & driving license)
address (Please provide
any) #
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# Not required for Category I FPIs.
BOs of FPIs having General Partner/Limited Partnership structure shall be
identified on ownership or entitlement basis and control basis.
ii. Category I FPI registered under Regulation 5(a)(i) are exempt from providing BO
details.
iii. In respect of FPIs (other than Category I FPI registered under Regulation 5(a)(i))
coming from “high risk jurisdictions” as identified by intermediary, the
intermediaries may apply lower materiality threshold of 10% for identification of
BO. For category I FPIs (other than registered under regulation 5(a)(i)) from high
risk jurisdictions KYC documentation as applicable for category II FPIs need to be
collected.
iv. The materiality threshold to identify the beneficial owner should be first applied at
the level of FPI and next look through basis shall be applied to identify the
beneficial owner of the intermediate shareholder/ owner entity. Beneficial owner
and intermediate shareholder/ owner entity with holdings equal & above the
materiality thresholds in the FPI need to be identified through the look through
basis. For intermediate material shareholder/ owner entity/ies, name, country and
percentage holding shall also be disclosed as per Annexure E. In case the
intermediate shareholder/ owner entity is eligible for registration as Category I FPI
under Regulation 5(a)(i), there is no need for further identification and verification
of beneficial owner of such intermediate shareholder/ owner entity.
v. The term senior managing official (SMO), for identification as BO, means
individual(s) as designated by the FPI who holds a senior management position
and makes key decisions relating to the FPI.
vi. No foreign company shall be entitled to exemption under Rule 9(3)(f) of PMLA
Rules.
vii. In case of companies/ trusts represented by service providers like lawyers/
accountants, FPIs should provide information of the real owners/ effective
controllers of those companies / trusts. If the BO exercises controls through means
like voting rights, agreements, arrangement etc., that should also be specified. It
is clarified that BO should not be a nominee of another person and real BO should
be identified.
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5. Periodic KYC review
KYC review means steps taken to ensure that documents, data or information
collected under the due-diligence process are kept up-to-date and relevant by
undertaking reviews of existing records on a periodical basis.
i. At the time of KYC review, custodian may seek confirmation from FPI whether
there is any change in the documents/ information provided earlier. If there is
any change, the FPI shall provide the updated documents/ information to the
custodian.
Table 6
Jurisdiction FPI Category – I FPI Category – II
High Risk Registered under Regulation Annually
5(a)(i) - During continuance of
registration i.e. every 3 years.
Others - Annually
Non-High During continuance of registration Regulated entities
Risk i.e. every 3 years. during continuance
of registration i.e.
every 3 years.
Others- Annually.
6. Data security
The KYC Registration Agencies (KRAs) shall secure personal information provided
with regard to beneficial owner including SMO of FPI. Such information should be
made available to intermediaries only on ‘need to know basis’ using an authentication
method wherein an intermediary, can access the information from KRA using the
authentication (similar to One Time Password “OTP”) after the KRA gets confirmation
from the FPI or its Global custodian or Investment Manager. For this purpose, KRAs
need to maintain email ids of the FPI and/ or its representative. This functionality will
be optional and it will be deactivated only upon receipt of instruction from the FPI to
KRA.
The Key features as below:
a. Up to 3 email ids of the FPI can be recorded with 1 mandatory id and 2 optional
email ids
b. Download Consent Flag – Yes / No (Default value is set as “Yes”)
i. ‘Yes’ means Consent required for download
ii. ‘No’ means download without consent
c. Where Download Consent Flag is “Yes”, an email with the consent link with
decision tab “Approve” or “Reject”, will be sent to the authorised representative
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of FPI (as per the details updated in “a” above) , requesting their consent to
provide the KYC records to the requesting intermediary.
d. KRA will send an email to the requesting intermediary that consent request
email has been sent to the authorised representative of the FPI, to enable them
to follow up for the consent.
e. KRA will permit download of KYC records and information once the consent is
received from the authorised representative of the FPI.
f. Whenever KYC details of client are modified by intermediaries, KRA system
sends unsolicited download of KYC information to all intermediaries who have
either uploaded/downloaded/modified KYC information of the FPI. The
unsolicited KYC download including UBO details of the FPI will be available to
the intermediaries who have uploaded/downloaded/modified, such FPIs KYC
details in the past, even when the Download Consent Flag is set as “Yes” or
otherwise.
g. In case the FPI closes the account with an intermediary, the FPI or the
intermediary shall inform KRA to delink the KYC of such FPI, so that unsolicited
download request can be discontinued.
7. Period for maintenance of records
The Custodian should maintain the KYC records in original for a minimum period of
five years from the date of cessation of the transactions with the said FPI. In case any
litigation is pending, these records should be maintained till the completion of the
proceedings.
8. Guidelines for KYC:
i. Copies of all the documents submitted by the applicant should be accompanied by
originals for verification. In case the original of any document is not produced for
verification, then the copies should be properly attested by entities authorized for
attesting the documents. Additional requirement of self-certification of documents
is no longer required.
ii. In lieu of physical attestation, certification of copies of original documents by
authorized bank officials (i.e. officials of Multinational Foreign Banks or any Bank
regulated by RBI) through SWIFT mechanism may be accepted by DDPs/
Custodians for the purpose of verification of documents. The authorized bank
official shall be required to send copies of original documents to the
DDP/Custodian digitally and certify the authenticity of these documents through
authentic free format SWIFT message types (such as SWIFT MT 599) sent to the
DDP/ Custodian.
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iii. If any proof of identity or address is in a foreign language, then translation into
English is required.
iv. Name & address of the applicant mentioned on Form, should match with the
documentary proof submitted.
v. If more than one address is provided, proof should be enclosed.
vi. The Global Custodian or the Local Custodian may fill the Form, if authorized
through the Power of Attorney (PoA).
vii. In person verification is not applicable for a non-individual Client. IPV for individual
clients through web camera shall be allowed.
viii. Reliance on information available from reliable public sources- In addition to
information provided by the client, the intermediaries can rely on documents /
information available from reliable public sources (for e.g. websites of Regulators,
Exchanges, SROs, Registrars) while collecting documents / information required
for an FPI. Attestation of these documents (by way of mentioning the source of the
document and signature against the same) may be carried out by a duly authorized
official of the Intermediary. No further attestation of such documents is required.
ix. List of people authorized to attest the documents: Notary Public, officials of
Multinational Foreign Banks or any Bank regulated by Reserve Bank of India
(Name, Designation & Seal should be affixed on the copy).
9. List of supporting documents:
A. Proof of Identity (POI): - List of documents admissible as Proof of Identity:
For individuals only
i. Identity card/ document with applicant’s Photo such as Passport, Driving
license etc, issued by any of the following:
Central/State Government and its Departments, Statutory/Regulatory
Authorities, Tax Authorities.
B. Proof of Address : - List of documents admissible as Proof of Address:
(Documents having an expiry date should be valid on the date of submission.)
i. Document specifying the address issued by any of the following:
Central/State Government and its Departments, Statutory/Regulatory
Authorities, Tax Authorities such as Passport, Driving license, etc.
Intermediaries may place reliance on address appearing on website of
regulator/ registrar for address proof
ii. Utility bills like Telephone Bill, Electricity bill or Gas bill - Not more than 2
months old.
iii. Bank Account Statement/Passbook/letter -- Not more than 3 months old.
iv. Power of Attorney given by FPI to Custodians specifying the address (duly
notarized and/or apostilled or consularised).
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v. Intermediary may rely on constitutive documents to establish Proof of residency
for multilateral organisations.
Proof of address to be submitted only if the submitted POI does not have an
address or address as per POI is invalid or not in force.
PART C - Investment Conditions / Restriction on Foreign Portfolio Investors
registered SEBI (Foreign Portfolio Investor) Regulations, 2019
1. Monitoring of investment limit at investor group level
i. Where multiple FPIs belong to the same investor group as provided under
Regulation 22(3) of the Regulations, the investment limits of all such FPIs taken
together shall be clubbed at the investment limit as applicable to a single FPI. For
individuals registered as FPIs, the individual and his/her relatives who is/are also
registered as FPI(s) should also be considered for the purposes of investor group.
The term “relative” shall mean a relative as per sub section (77) of section 2 of the
Companies Act, 2013.
ii. Where different FPIs belonging to the same investor group are serviced by
different custodians, the custodians shall report the holdings of such FPIs to both
the depositories. The depositories shall club the investments of such FPIs and
ensure that combined holdings of all these FPIs remains below 10% of the total
paid up equity capital in a listed or to be listed company on a fully diluted basis at
any time.
iii. The depositories shall monitor the aggregate investment limits of FPI group based
on demat holdings data, daily on an end of day basis.
iv. The depositories shall put in place appropriate systems, procedures and
mechanisms to capture and maintain the details of FPIs belonging to the same
investor group, based on the information provided by the DDPs, from time to time.
v. The depositories shall put in place appropriate systems, procedures and
mechanisms to monitor the investment limit/ holdings of FPIs belonging to the
same investor group.
vi. The depositories shall as soon as possible but not later than two working days
report the details of those FPIs who are responsible for breach of investment limit
to SEBI.
vii. FPIs forming part of an investor group may approach the depositories to get
information regarding the aggregate percentage holdings of their group entities in
any particular scrip before making investment decision.
viii. Government of India, vide letter No. 10/06/2010-ECB dated January 06, 2016 has
exempted World Bank Group viz. IBRD, IDA, MIGA and IFC from clubbing of the
investment limits for the purpose of application of below 10% limit for FPI
investments in a single company.
ix. The investment by foreign Government/ its related entities from provinces/ states
26
of countries with federal structure shall not be clubbed if the said foreign entities
have different BO identified in accordance with PMLA Rules.
x. The investment by foreign Government agencies shall be clubbed with the
investment by the foreign Government/ its related entities for the purpose of
calculation of 10% limit for FPI investments in a single company, if they form part
of an investor group. However, certain foreign Government agencies and its
related entities may be exempt from such clubbing requirements and other
investment conditions either by way of an agreement or treaty with other sovereign
governments or by an order of the Central Government.
Mandating additional disclosures by Foreign Portfolio Investors (FPIs) that
fulfil certain objective criteria
xi. In terms of Regulations 22 (6) and 22 (7) of the FPI Regulations, the criteria
rendering FPIs liable to provide information or documents in relation to the persons
with any ownership, economic interest, or control, in the FPI, and the manner for
providing the same is being specified in the below sections of this circular.
xii. While the broad principles for this purpose are being outlined in this section, the
detailed mechanism for independently validating conformance of FPIs with the
conditions and exemptions mentioned in the circular is spelt out in the Standard
Operating Procedure (SOP) that is framed and adopted by all the DDPs/
Custodians, in consultation with SEBI. The SOP shall ensure consistent practice
across the industry to avoid regulatory arbitrage amongst DDPs/ Custodians. The
SOP shall be updated from time to time by the DDPs/ Custodians, in consultation
with SEBI and has been made public.
Criteria for submission of disclosures by FPIs in terms of Regulations 22(6)
and 22(7):
xiii. Granular details of all entities holding any ownership, economic interest, or
exercising control in the FPI, on a full look through basis, up to the level of all
natural persons, without any threshold, shall be provided by FPIs that fulfil any of
the criteria mentioned below to the respective DDPs in the format specified in the
above referred SOP,:
a. FPIs holding more than 50% of their Indian equity Assets Under
Management (AUM) in a single Indian corporate group;
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b. FPIs that individually, or along with their investor group (in terms of
Regulation 22(3) of the FPI Regulations), hold more than INR 25,000 crore
of equity AUM in the Indian markets.
Note:
I. Economic interest means returns from the investments made by the
FPI.
II. Ownership interest means ownership of shares or capital of the entity
or entitlement to derive profits from the activity of the entity.
III. Control shall have the same meaning as mentioned in Regulation
2(f) of the FPI Regulations.
xiv. However, FPIs having a broad based, pooled structure with widespread investor
base, ownership interest by Government or Government related investors, etc.
may not pose significant systemic risk. Further, certain genuine circumstances
may also prevent some FPIs from adhering to the limits specified in Para xiii above.
Considering the same, FPIs satisfying any of the criteria listed below shall not be
required to make the disclosures as specified in Para xiii above:
a. Government and Government related investors registered as FPIs under
Regulation 5 (a) (i) of the FPI Regulations.
b. Public Retail Funds (‘PRFs’) as defined under Regulation 22(4) of the FPI
Regulations, subject to independent validation of the same by DDPs/
Custodians.
c. Exchange Traded Funds (with less than 50% exposure to India and India-
related equity securities) and Entities listed on specified Exchanges of the
permissible jurisdictions as may be notified by the Board from time to time.
To start with, the list of permissible jurisdictions and exchanges as
mentioned in Annexure A to SEBI circular
SEBI/HO/MRD2/DCAP/CIR/P/2019/146 dated Nov 28, 2019 shall be
considered as permissible exchanges and jurisdictions for this clause.
d. Pooled investment vehicles registered with/ regulated by a Government/
regulatory authority in their home jurisdiction/ country of incorporation/
establishment/ formation, where:
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i. their holding in an Indian corporate group is below 25% of their overall
global AUM at a scheme level, in case of FPIs falling under Para xiii
(a) above; or
ii. their equity AUM in the Indian markets is below 50% of their overall
global AUM at a scheme level, in case of FPIs falling under Para xiii
(b) above;
subject to independent validation of disclosure of such holdings by the
DDPs/ Custodians.
‘Scheme’ for the purpose of this clause shall mean pooled investment
vehicles with structures similar to ‘Scheme’ as defined in SEBI (Mutual
Funds) Regulations, 1996.
e. FPIs that are unable to liquidate their excess investments due to statutory
restrictions (such as lock in restrictions of anchor investors in IPOs,
moratoriums, freeze on accounts or shares due to regulatory orders etc.),
till the time such restrictions exist.
f. Newly registered FPIs, for the first 90 calendar days from the date of
settlement of first trade by the FPIs in equity segment in India.
g. FPIs in the process of winding down their investment and having intimated
to their DDP, their intention to surrender their FPI registration. Such FPIs
shall be required to bring down their holdings to ‘NIL’ within 180 calendar
days from the date of their intimation for surrender, failing which the account
of the FPI shall be blocked for purchase as well as sale, and the FPI shall
be liable for regulatory action as stipulated by the Board.
The modalities for compliance with the above are detailed in the above
referred SOP.
xv. The constituents of FPI investor group which collectively hold more than INR
25,000 crore of equity AUM in the Indian markets, shall be exempted from making
the additional disclosures if the investor group consists of FPIs that qualify for
exemption in terms of any of the criteria in Para xiv above and the net equity AUM
of the investor group, after deducting the AUM of such exempted FPIs, falls below
INR 25,000 crore.
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After making the aforesaid deductions of AUM of such exempted FPIs, in case the
equity AUM of the remaining FPIs of the investor group continues to exceed INR
25,000 crore, only the non – exempted FPIs of the investor group shall be liable
for making the disclosures in terms of Para xiii and consequent actions, if any, as
stated in the section below.
xvi. Also, where the entity identified on a look through basis in terms of Para xiii above,
falls under any of the sub - categories specified in Para xiv above, further
identification of entities having ownership interest, economic interest, or control
rights of such an entity on look through basis, shall not be required.
xvii. In addition to the criteria listed under Para xiv above, FPI having more than 50%
of its Indian equity AUM in a corporate group shall not be required to make the
additional disclosures as specified in Para xiii above, subject to compliance with
all of the following conditions:
i. The apex company of such corporate group has no identified promoter.
For this purpose, the list of corporate groups based on the corporate
repository published by the Stock Exchanges and their respective apex
companies having no identified promoters has been made public by
Depositories.
ii. The FPI holds not more than 50% of its Indian equity AUM in the
corporate group, after disregarding its holding in the apex company (with
no identified promoter).
iii. The composite holdings of all such FPIs (that meet the 50%
concentration criteria excluding FPIs which are either exempted or have
disclosed) in the apex company is less than 3% of the total equity share
capital of the apex company.
xviii. Custodians and Depositories shall track the utilisation of this 3% limit for apex
companies, without an identified promoter, at the end of each day. When the 3%
limit is met or breached, Depositories shall make this information public before
start of trading on the next day.
xix. Thereafter, for any prospective investment in the apex company by FPIs, that meet
the 50% concentration criteria in the corporate group, the FPIs shall be required to
either realign their investments below the 50% threshold within 10 trading days or
make additional disclosures prescribed above.
30
Provided no such requirement, to realign or make disclosure, shall be applicable
unless the 3% cumulative limit for the apex company continues to be met through
the said 10 trading days.
Timelines:
xx. Disclosures specified under Para xiii shall not be required to be made by FPIs in
case their investments are realigned with the prescribed thresholds, within the
below mentioned timelines/ conditions:
a. FPIs holding more than 50% of their Indian Equity AUM in a single Indian
corporate group: 10 trading days from the date on which such FPIs exceed
the threshold. Such FPIs shall not make fresh purchases of the equity
shares of any company belonging to such Indian corporate group, during
the next 30 calendar days from the date on which the FPIs exceeded the
threshold.
b. FPIs, including their investor group, holding more than INR 25,000 crore of
equity AUM in the Indian markets: 90 calendar days from date on which
such FPIs exceed the threshold. Accounts of all FPIs, individually or
belonging to such investor group, shall be blocked for further equity
purchases until the holding is brought below INR 25,000 crore of equity
AUM in the Indian markets.
c. FPIs required to make disclosures specified in Para xiii above as on the
date of applicability of the circular dated August 24, 2023: 90 calendar days
from the date of applicability (November 1, 2023).
After realignment, in case the FPI’s holdings exceed the prescribed threshold on
a subsequent date, the timeline for FPI to realign with the limits shall restart from
such subsequent date.
xxi. FPIs whose investments continue to exceed the prescribed threshold post expiry
of timelines mentioned in Para xx shall make the disclosures as specified in Para
xiii to their DDPs within 30 trading days from the expiry of such timelines. Non –
disclosures in this regard shall render the registration of the FPI invalid and the FPI
shall not make any further purchases. Further, the FPI shall liquidate its securities
and exit the Indian securities market by surrendering its FPI registration within 180
calendar days from the day the certificate becomes invalid.
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xxii. During the aforementioned 180 calendar days, the investee companies shall
restrict the FPI’s voting rights to its actual shareholding or its shareholding
corresponding to 50% of its equity AUM on the date its FPI registration is rendered
invalid, whichever is lower. The mechanism for implementing the same is spelt out
in the SOP.
xxiii. Disclosures made as per Para xiii of this circular shall be considered material
information in terms of Regulation 22(1)(c) of the FPI Regulations till the time the
FPI’s holdings are in excess of the prescribed thresholds in Para xiii.
xxiv. Depositories to introduce new freeze reason codes and Stock Exchanges to put in
place appropriate mechanism / systems to ensure compliance of the above and to
facilitate blocking of the accounts of the FPIs.
xxv. For monitoring compliance with the 50% exposure limit in a single corporate group,
a repository containing names of companies forming a part of each Indian
corporate group, is publicly disseminated on the websites of Stock Exchanges/
Depositories.
xxvi. DDP shall report FPIs who have not submitted granular BO details as mentioned
above in this section on a quarterly basis to SEBI. DDP shall submit the report on
SEBI Intermediary Portal (SI Portal). The reports shall be uploaded within 15
calendar days from the end of each quarter.
xxvii. DDP shall report details of FPIs granted exemption as mentioned above in this
section on a quarterly basis to SEBI. DDP shall submit the report on SEBI
Intermediary Portal (SI Portal). The reports shall be uploaded within 15 calendar
days from the end of each quarter.
2. Monitoring of Investment Limit at individual level
In order to facilitate the listed Indian companies to ensure compliance with the various
foreign investment limits, architecture of the System has been explained as under:-
Housing of the System
A. The system for monitoring the foreign investment limits in listed Indian companies
shall be implemented and housed at the depositories (NSDL and CDSL).
32
Designated Depository
B. A Designated Depository is a depository which has been appointed by an Indian
company to facilitate the monitoring of the foreign investment limits of that company.
As defined at Rule 2(y) of Foreign Exchange Management Act (Non-debt Instruments)
Rules, 2019 (hereinafter referred as FEMA Rules), the term ‘Indian company’ means
a company incorporated in India.
C. The Designated Depository shall act as a lead depository and the other depository
shall act as a feed depository.
Company Master
D. The company shall appoint any one depository as its Designated Depository for the
purpose of monitoring the foreign investment limit.
E. The stock exchanges (BSE, NSE and MSEI) shall provide the data on the paid-up
equity capital of an Indian company to its Designated Depository. This data shall
include the paid-up equity capital of the company on a fully diluted basis.
F. The depositories shall provide an interface wherein the company shall provide the
following information to its Designated Depository:
i. Company Identification Number (CIN)
ii. Name
iii. Date of incorporation
iv. PAN number
v. Applicable Sector
vi. Applicable Sectoral Cap
vii. Permissible Aggregate Limit for investment by FPIs
viii. Permissible Aggregate Limit for investment by NRIs
ix. Details of shares held by FPI, NRIs and other foreign investors, on repatriable
basis, in demat as well as in physical form
x. Details of indirect foreign investment which are held in both demat and physical
form
xi. Details of demat accounts of Indian companies making indirect foreign
investment in the capital of the company
xii. Whether the Indian company that has foreign investment in it is either owned
and controlled by resident Indian Citizens or is owned or controlled by person’s
resident outside India
33
xiii. ISIN-wise details of the downstream investment in other Indian companies
The information provided by the companies shall be stored in a Company Master
database. The Designated Depository, if required, may seek additional information
from the company for the purpose of monitoring the foreign investment limits. The
companies shall ensure that in case of any corporate action, the necessary
modification is reflected immediately in the Company Master database.
G. In the event of any change in any of the details pertaining to the company, such as
increase/decrease of the aggregate FPI/NRI limits or the sectoral cap or a change of
the sector of the company, etc. the company shall inform such changes along with the
supporting documentation to its Designated Depository.
Reporting of trades
H. At present, as per SEBI guidelines, the custodians are reporting confirmed trades of
their FPI clients to the depositories on a T+1 basis. This reporting shall continue and
the data shall be the basis of calculating FPI investments/holding in Indian companies.
I. With respect to NRI (repatriable) trades, Authorized Dealer (AD) Banks shall continue
to report the transactions of their NRI clients to the depositories. The AD Banks shall
be guided by the circulars issued by RBI in this regard.
Activation of a Red Flag Alert
J. The monitoring of the foreign investment limits shall be based on the paid-up equity
capital of the company on a fully diluted basis to ensure that all foreign investments
are in compliance with the foreign investment limits.
K. A red flag shall be activated whenever the foreign investment is 3% or less than 3%
of the aggregate NRI/FPI limits or the sectoral cap. This shall be done as follows :
Aggregate NRI investment limit in the company
a. The system shall calculate the percentage of NRI holdings in the company
and the investment headroom available as at the end of the day with
respect to the aggregate NRI investment limit
b. If the available headroom is 3% or less than 3% of the aggregate NRI
investment limit, a red flag shall be activated for that company.
c. Thereafter, the depositories and exchanges shall display the available
investment headroom, in terms of available shares, for all companies for
34
which the red flag has been activated, on their respective websites.
d. The data on the available investment headroom shall be updated on a
daily end-of-day basis as long as the red flag is activated.
Aggregate FPI investment limit of the company
e. The system shall calculate the percentage of FPI holding in the company
and the investment headroom available as at the end of the day with
respect to the aggregate FPI investment limit
f. If the available headroom is 3% or less than 3% of the aggregate FPI
investment limit, a red flag shall be activated for that company.
g. Thereafter, the depositories and exchanges shall display the available
investment headroom, in terms of available shares, for all companies for
which the red flag has been activated, on their respective websites.
h. The data on the available investment headroom shall be updated on a
daily end-of-day basis as long as the red flag is activated.
Sectoral cap of the company
i. The system shall calculate the total foreign investment in the company by
adding the aggregate NRI investment, the aggregate FPI investment and
other foreign investment in the company as provided by the company in
the company master.
j. If the total foreign investment in a company is within 3% or less than 3%
of the sectoral cap, then a red flag shall be activated for that company.
k. Thereafter, the depositories and exchanges shall display the available
investment headroom, in terms of available shares, for all companies for
which the red flag has been activated, on their respective websites.
l. The data on the available investment headroom shall be updated on a
daily end-of-day basis as long as the red flag is activated.
L. The depositories shall inform the exchanges about the activation of the red flag for the
identified scrip. The exchanges shall issue the necessary circulars/public notifications
on their respective websites. Once a red flag has been activated for a given scrip, the
foreign investors shall take a conscious decision to trade in the shares of the scrip,
with a clear understanding that in the event of a breach of the aggregate NRI/FPI limits
or the sectoral cap, the foreign investors shall be liable to disinvest the excess holding
within five trading days from the date of settlement of the trades.
35
Breach of foreign investment limits
M. Once the aggregate NRI/FPI investment limits or the sectoral cap for a given company
have been breached, the depositories shall inform the exchanges about the breach.
The exchanges shall issue the necessary circulars/public notifications on their
respective websites and shall halt all further purchases by:
a. FPIs, if the aggregate FPI limit is breached
b. NRIs, if the aggregate NRI limit is breached
c. All foreign investors, if the sectoral cap is breached
N. In the event of a breach of the sectoral cap/aggregate FPI limit/aggregate NRI limit,
the foreign investors shall divest their excess holding within 5 trading days from the
date of settlement of the trades, by selling shares only to domestic investors.
Method of disinvestment
O. The proportionate disinvestment methodology shall be followed for disinvestment of
the excess shares so as to bring the foreign investment in a company within
permissible limits. In this method, depending on the limit being breached, the
disinvestment of the breached quantity shall be uniformly spread across all foreign
Investors/FPIs/NRIs which are net buyers of the shares of the scrip on the day of the
breach.
P. This method has been illustrated with the help of an example provided below.
Table 7
Total shares that can be purchased by foreign investors till sectoral 600
cap is not breached
Total quantity purchased by foreign investors on T day 1000
Breach quantity 400
Time Foreign Purchased Cumulative Quantity to
Investor quantity Purchase be
by foreign disinvested
investor by the
foreign
investor
1000 hrs ABC 100 100 40
1015 hrs XYZ 250 350 100
36
Time Foreign Purchased Cumulative Quantity to
Investor quantity Purchase be
by foreign disinvested
investor by the
foreign
investor
1145 hrs TYU 50 400 20
1230 hrs POI 180 580 72
1300 hrs QSX 120 700 48
1400 hrs REW 150 850 60
1410 hrs LOP 150 1000 60
Total 1000 400
Q. As can be observed from the above table, the foreign investors/FPIs/NRIs which are
required to disinvest shall be identified and shall be informed of the excess quantity
that they are required to disinvest.
R. In the case of FPIs which have been identified for disinvestment of excess holding,
the depositories shall issue the necessary instructions to the custodians of these FPIs
for disinvestment of the excess holding within 5 trading days of the date of settlement
of the trades.
S. In the case of NRIs which have been identified for disinvestment of excess holding,
the depositories shall issue the necessary instructions to the Authorized Dealer (AD)
Banks for disinvestment of the excess holding within 5 trading days of the date of
settlement of the trades.
T. The depositories shall utilize the FPI trade data provided by the custodians, post
custodial confirmation, on T+1 day, where T is the trade date. The breach of
investment limits (if any) shall be detected at the end of T+1 day and therefore, the
announcement pertaining to the breach shall be made at the end of T+1 day. The
foreign investors who have purchased the shares of the scrip during the trading hours
on T+1 day shall also be given a time period of 5 trading days from the date of
settlement of such trades, to disinvest the holding accruing from the aforesaid
purchase trades. In other words, the purchase trades of such foreign investors which
have taken place on T+1 day, shall be settled on T+3 day and thereafter a time period
from T+4 day to T+8 day shall be available to them to disinvest their entire holding
arising from purchases on T+1 day.
37
U. If T+1 is a settlement holiday, then the custodial confirmation of the trade executed on
T day shall be done on T+2 day and the subsequent settlement of the trade on T+3
day. In such a scenario, the breach would be detected at the end of T+2 day.
V. A table summarizing the breach-disinvestment scenario is given below
Table 8
Parameter Purchase on T Day Purchase on T+1
Date of breach T day T day
Date of trade T day T+1 day
Date of detection T+1 day (End of day) T+1 day (End of day)
of breach
T+2 day (End of Day, if T+1 is a T+2 day (End of Day), if T+1 is
settlement holiday a settlement holiday
Date of T+2 day T+3 day
settlement of
transaction T+3 day, if either T+1 day or T+2 T+4 day, if either T+2 day or
day is a settlement holiday T+3 day is a settlement holiday
Disinvestment 5 trading days from the date of 5 trading days from the date of
time frame settlement of the transactions settlement of the transactions
which were executed on the day which were executed on T+1
of the breach i.e. 5 trading days day i.e. 5 trading days from T+3
from T+2 day day
If T+1 day or T+2 day is a If T+2 day or T+3 day is a
settlement holiday, then 5 trading settlement holiday, then 5
days from T+3 day trading days from T+4 day
W. In the event the foreign shareholding in a company comes within permissible limit
during the time period for disinvestment, on account of sale by other FPI or other group
of FPIs, the original FPIs, which have been advised to disinvest, would still have to do
so within the disinvestment time period, irrespective of the fresh availability of an
investment headroom during the disinvestment time period.
38
X. There shall be no annulment of the trades which have been executed on the trading
platform of the stock exchanges and which are in breach of the sectoral
caps/aggregate FPI limits/aggregate NRI limits.
Failure to disinvest within 5 trading days
Y. If a breach of the investment limits has taken place on account of the FPIs and the
identified FPIs have failed to disinvest within 5 trading days, then the matter shall be
referred to SEBI.
3. Off-Market transfer of securities
i. In addition to the transactions set out under Regulation 20(4)(d) of the Regulations
with domestic or foreign investors, FPIs shall also be permitted to request for ‘Off
Market’ transfer of assets between FPIs operating under MIM structure (with same
PAN issued by Income Tax Department) to their DDPs and such requests can be
processed by DDPs at their end.
In case of relocation of FPIs to IFSC, FPIs (‘original fund’ or its wholly owned
special purpose vehicle) may approach its DDP for approval of a one-time ‘off-
market’ transfer of its securities to the ‘resultant fund’. The terms ‘original fund’,
‘relocation’ and ‘resultant fund’ will have the same meaning as assigned to them
under the Finance Act,2021. The DDP after appropriate due diligence may accord
its approval for a one-time ‘off-market’ transfer of securities for such relocation.
ii. Any such approval of off market transactions of assets by DDPs will be without
prejudice to provisions of taxation.
iii. FPIs are permitted to sell off-market unlisted, illiquid, suspended, and delisted
shares in accordance with the pricing guidelines for such sale as per FEMA Rules.
4. “To be listed” shares
FPIs shall be permitted to acquire “to be listed” shares pursuant to initial public offer
(IPO), follow-on public offer (FPO), rights issue, private placement or shares received
through involuntary corporate actions including a scheme of a merger or demerger.
39
5. Short sale of securities
FPIs are not allowed to short sell in Indian market except as allowed under Securities
Lending & Borrowing (SLB) or any other framework specified by the Board. Further,
sales against open purchases are not permitted for FPIs and FPIs can sell such
securities only after their settlement.
6. Investment by FPI through primary market issuances
i. As per Regulation 20(7) of the Regulations, the purchase of equity shares of each
company by a single foreign portfolio investor or an investor group shall be below
ten percent of total paid-up equity capital on a fully diluted basis of the company.
ii. To ensure compliance of the above, at the time of finalization of basis of allotment
during primary market issuances, Registrar and Transfer Agents ('RTAs') shall use
PAN issued by Income Tax Department of India for checking compliance for a
single FPI. Also, RTAs should obtain validation from Depositories for the FPI
investor group who have invested in the particular primary market issuance to
ensure there is no breach of investment limit within the timelines specified by SEBI
for issue procedure.
iii. Bids by FPIs submitted under MIM structure with the same PAN but with different
beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple
bids.
7. Transfer of Right entitlements
FPI shall ensure that the transfer of rights entitlements shall be at market price or fair
value, as applicable.
8. Risk management framework for FPIs
i. Margining of trades undertaken by FPIs in the Cash Market
a) The trades of FPIs shall be margined on a T+1 basis as specified by SEBI.
b) However, the trades of Category II FPIs who are corporate bodies, Individuals
or Family offices shall be margined on an upfront basis as per the extant
margining framework for the non-institutional trades.
40
ii. Facility for allocation of trades among related FPIs: The following framework may
be implemented to facilitate allocation of trades among the FPIs:
a) Entities who trade on behalf of FPIs shall inform the stock brokers of the
details of FPIs on whose behalf the trades would be undertaken.
b) The stock broker, in turn, shall inform the stock exchanges the details of such
related FPIs.
c) Stock exchanges shall put-in place suitable mechanism to ensure that
allocation of trade is permitted only among such related FPIs.
9. FPIs investments in debt securities
i. With respect to FPIs investments into government (Central and State) securities,
exchange traded currency and interest rate derivatives, FPIs shall be guided by
directions issued by RBI from time to time.
ii. In respect of investment conditions in the corporate debt securities, the FPI shall
also comply with terms, conditions or directions, specified or issued by RBI, from
time to time. No separate circular(s) shall be issued by SEBI. The intermediaries
may take steps required to operationalize the RBI notifications.
iii. FPIs are eligible to invest in corporate debt issues which are “to be listed” without
any end-use restriction as applicable to unlisted debt securities. However, if the
listing does not happen within 30 days or the issue is not meeting end use
restriction, FPI shall immediately dispose such investment to either domestic
investor or issuer
iv. FPIs shall undertake at least 10% of their total secondary market trades in
Corporate Bonds by value by placing/seeking quotes on the ‘Request for Quote’
platform of stock exchange, on a quarterly basis.
v. The investments by FPIs in debt oriented mutual fund schemes shall be reckoned
as investments in corporate debt.
10. Allocation of corporate debt limit
FPI corporate debt investments are subject to Corporate Debt Investment Limits
(CDIL) as announced by RBI from time to time.
41
i. The CDIL shall be available on tap for investment by foreign investors till the
overall investment reaches 95% of the CDIL.
ii. In the event the overall FPI corporate debt investments exceeds 95% of the CDIL
(as indicated by the debt utilisation status updated daily on the websites of NSDL
and CDSL), the following procedure shall be followed:
a. The depositories (NSDL and CDSL) shall direct the custodians to halt all
FPI purchases in corporate debt securities.
b. The depositories shall then inform the exchanges (NSE and BSE) regarding
the unutilised debt limits for conduct of auction. Upon receipt of information
from the depositories, the exchange (starting with BSE) shall conduct an
auction for the allocation of unutilised debt limits on the second trading day
from the date of receipt of intimation from the depositories. Thereafter, the
auction shall be conducted alternately on NSE and BSE.
c. The auction shall be held only if the free limit is greater than or equal to INR
100 cr. However, if the free limit remains less than INR 100 cr for 15
consecutive trading days, then an auction shall be conducted on the
sixteenth trading day to allocate the free limits.
d. The auction shall be conducted in the following manner:
Table 9
Particulars Details
Duration of bidding: 2 hours (15:30 to 17:30 hrs)
Access to platform Trading members or custodians
Minimum bid INR 1 crore
Maximum bid One-tenth of free limit being auctioned
Tick Size INR 1 crore
Allocation Methodology Price time priority
Pricing of bid Minimum flat fees of INR 1000 or bid price
whichever is higher
Time period for utilization 10 trading days from the date of allocation
of the limits
e. Once the limits have been auctioned, the FPIs will have a utilisation period
of 10 trading days within which they have to make the investments. The
limits not utilised within this period shall come back to the pool of free limits.
42
f. Upon sale/redemption of debt securities, the FPI will have a re-investment
period of 2 trading days. If the re-investment is not made within 2 trading
days, then the limits shall come back to the pool of free limits.
g. A single FPI/ FPI investor group cannot bid for more than 10% of the limits
being auctioned.
iii. The subsequent auction would be held 12 trading days after the previous auction,
subject to the fulfilment of the condition mentioned at clause (ii)(c) above.
iv. The auction mechanism shall be discontinued and the limits shall be once again
available for investment on tap when the debt limit utilisation falls below 92%. It is
clarified that in such a scenario, the reinvestment facility mentioned at clause (ii)(f)
above shall be terminated and cannot be availed for the same limits when the
utilisation crosses 95% again. The custodians shall monitor and report the
reinvestment facility availed by the FPIs to the depositories.
11. Position limits available to FPIs for stock and stock index derivative contracts
Stock derivative
i. Position limits available to Category I FPIs for stock derivative contracts shall
continue to have 20% of market wide position limit (MWPL). Position limits
available to Category II FPIs (other than FPIs in sub-category individuals, family
offices, corporates) shall have 10% of MWPL. Position limits for individuals, family
offices, and corporates shall be 5% of MWPL.
Stock Index derivative
ii. The position limit in index for Category I FPIs will remain at INR 500 crore or 15%
of the total open interest of the market in index futures, whichever is higher, per
exchange.
In addition, category I FPIs shall take exposure in equity index derivatives subject
to the following limits:-
(a) Short positions in index derivatives (short futures, short calls and long puts)
not exceeding (in notional value) the FPI’s holding of stocks.
(b) Long positions in index derivatives (long futures, long calls and short puts)
not exceeding (in notional value) the FPI’s holding of cash, government
securities, T bills and similar instruments.
43
iii. The position limit in index derivative for Cat. II FPI shall be as under:-
(a) Higher of INR 300 crore or 10% of open interest for cat II FPIs (other than
individuals, family offices and corporates).
(b) Higher of INR 100 crore or 5% of open interest for Cat II FPIs under
subcategory of Individuals, family offices, corporates.
iv. The above limits shall be separately applicable for equity index futures and equity
index options as per the current mechanism for all categories of FPIs.
12. FPI Position Limits in Exchange Traded Interest Rate Futures (IRF)
i. Following position limits shall be applicable for Category I & II FPIs other than
FPIs in sub-category individuals, family offices, corporates):
a) A limit of INR 5,000 crore on aggregate basis to FPIs for taking long position
in IRFs
b) This limit will be calculated as follows:
i. For each interest rate futures instrument, position of FPIs with a net long
position will be aggregated. FPIs with a net short position in the
instrument will not be reckoned.
ii. No FPI can acquire net long position in excess of INR 1,800 crore at any
point of time.
c) The limits prescribed for investment by FPIs in Government Securities shall
be exclusively available for investment in Government Securities and shall
not be reckoned for the purpose of computing utilisation under above
mentioned limit of INR 5,000 crore.
d) The Position Limits for FPI across all contracts will be as below:
i. Category I and II FPIs (other than individuals, family offices and
corporates) – Trading member level Position limits
ii. Category II FPIs (Individuals, family offices and corporates – Client level
position limits will apply.
44
Category 8-11 years maturity bucket 4-8 and 11-15 year maturity bucket
Trading 10% of Open Interest or INR 12 10% of Open Interest or INR 6
Member Level billion whichever is higher billion, whichever is higher
Client Level 3% of Open Interest or INR 4 3% of Open Interest or INR 2
billion, whichever is higher billion, whichever is higher
iii. The total gross short (sold) position of an FPI in IRF shall not exceed its
long position in the government securities and in Interest Rate Futures, at
any point in time.
iv. Monitoring mechanism
a) Stock Exchanges shall put in place necessary mechanism for monitoring
and enforcing limits of FPIs in IRFs.
b) Stock Exchanges shall aggregate net long position in IRF of all FPIs taken
together at the end of the day and shall jointly publish/ disseminate the
same on their website on daily basis.
c) Once 90% of the limit is utilized, Stock Exchanges shall put in place
necessary mechanism to get alerts and publish on their websites the
available limit, on a daily basis.
d) In case, there is any breach of the threshold limit, the FPI/s whose
investment caused the breach shall square off their excess position/s
within five trading days or by expiry of contract, whichever is earlier.
13. Participation of FPIs in the Currency Derivatives segment and Position limits
for currency derivatives contracts
FPIs are permitted to trade in the currency derivatives segment of stock exchanges,
subject to terms and conditions as mentioned below:
i. Position limits of Category I and II FPIs other than individuals, family offices
and corporates:
The gross open positions of the above FPIs across all contracts in the respective
currency pairs shall not exceed the limits as mentioned below:
45
Currency Position Limits
Pairs
USD-INR Gross open position across all contracts shall not exceed 15% of
the total open interest or USD 100 million, whichever is higher.
EUR-INR Gross open position across all contracts shall not exceed 15% of
the total open interest or EUR 50 million, whichever is higher.
GBP-INR Gross open position across all contracts shall not exceed 15% of
the total open interest or GBP 50 million, whichever is higher.
JPY-INR Gross open position across all contracts shall not exceed 15% of
the total open interest or JPY 2000 million, whichever is higher.
ii. Position limits of category II FPIs that are individuals, family offices and
corporates:
The gross open positions of the above FPI across all contracts in the respective
currency pairs shall not exceed the limits as mentioned below. For the purpose of
computing the FPI level gross open position, Long position shall be considered as
Long Futures, Long Calls, and Short Puts and Short Position shall be considered as
Short Futures, Short Calls, and Long Puts
Currency Position Limits
Pairs
USD-INR Gross open position across all contracts shall not exceed 6%
of the total open interest or USD 20 million, whichever is
higher.
EUR-INR Gross open position across all contracts shall not exceed 6%
of the total open interest or EUR 10 million, whichever is
higher.
GBP-INR Gross open position across all contracts shall not exceed 6%
of the total open interest or GBP 10 million, whichever is
higher.
JPY-INR Gross open position across all contracts shall not exceed 6%
of the total open interest or JPY 400 million, whichever is
higher.
iii. In case of positions taken to hedge underlying exposure, the position limit linked to
open interest shall be applicable at the time of opening a position. Such positions
shall not be required to be unwound in the event a drop of total open interest in a
currency pair at a stock exchange. However, participants shall not be allowed to
46
increase their existing positions or create new positions in the currency pair till they
comply with the position limits.
iv. Limits for FPIs and Domestic Clients based on Underlying Exposure:
 FPIs may take long or short positions without having to establish existence of
underlying exposure, upto a single limit of USD 100 million equivalent, across
all currency pairs involving INR, put together, and combined across all the stock
exchanges.
 FPIs shall ensure that their short positions at all stock exchanges across all
contracts in FCY-INR pairs do not exceed USD 100 million. In the event a FPI
breaches the short position limit, stock exchanges shall restrict the FPI from
increasing its existing short positions or creating new short positions in the
currency pair till such time FPI complies with the said requirement.
 To take long positions in excess of USD 100 million in all contracts in FCY-INR
pairs, FPIs shall be required to have an underlying exposure in Indian debt or
equity securities, including units of equity/debt mutual funds
v. FPIs are allowed to take positions in the exchange traded cross-currency futures
and option contracts in the EUR-USD, GBP-USD and USD-JPY currency pairs and
exchange traded currency option contracts in EUR-INR, GBP-INR and JPY-INR
currency pairs, subject to terms and conditions as mentioned below
Position limits of Category I and II FPIs other than individuals, family offices
and corporates:
Currency Position Limits
Pairs
EUR- Gross open position across all contracts shall not exceed 15% of the
USD total open interest or EUR 100 million, whichever is higher.
GBP- Gross open position across all contracts shall not exceed 15% of the
USD total open interest or GBP 100 million, whichever is higher.
USD- Gross open position across all contracts shall not exceed 15% of the
JPY total open interest or USD 100 million, whichever is higher.
The aforementioned limits shall be the total limits available to the stock brokers for
taking positions on proprietary basis and for positions of their clients.
47
Position limits of category II FPIs that are individuals, family offices and
corporates:
Currency Position Limits
Pairs
EUR- Gross open position across all contracts shall not exceed 6% of the
USD total open interest or EUR 10 million, whichever is higher.
GBP- Gross open position across all contracts shall not exceed 6% of the
USD total open interest or GBP 10 million, whichever is higher.
USD- Gross open position across all contracts shall not exceed 6% of the
JPY total open interest or USD 10 million, whichever is higher.
vi. The following shall be implemented by the clearing corporations and
the custodians of the FPIs for enabling monitoring of positions of FPIs:
 The clearing corporation shall provide details on the FPI’s day-end and day’s
highest open positions at end of day to the custodians of the FPI.
 The custodian of the FPI shall aggregate the positions taken by the FPI on the
currency derivatives segments of all the stock exchanges and forward such
details to the designated bank of the FPI. The custodian of the FPI shall also
provide the market value of applicable underlying exposure of the FPI to the
designated bank of the FPI.
vii. The onus of complying with the above provisions shall rest with the FPI and in case
of any contravention, the FPI shall render itself liable to any action
that may be warranted by RBI as per the provisions of Foreign Exchange
Management Act, 1999 and Regulations, Directions, etc. framed thereunder.
These limits shall be monitored by stock exchanges and/or clearing corporations
and breaches, if any, shall be reported to RBI. In this regard, stock exchanges /
clearing corporations shall devise a suitable mechanism to monitor the aforesaid
limits, subject to appropriate regulatory concurrence
14. Participation of FPIs in Exchange Traded Commodity Derivatives (ETCDs) in
India
FPIs are permitted to trade in Indian ETCDs, subject to the conditions mentioned
below:
i. FPIs are permitted to participate in cash settled non-agricultural commodity
derivative contracts and indices comprising such non-agricultural commodities.
48
ii. FPIs desirous of participating in ETCDs shall be subject to risk management
measures applicable, from time to time.
iii. Position Limits:
- FPIs other than individuals, family offices and corporates may participate
in eligible commodity derivatives products as ‘Clients’ and shall be subject
to all rules, regulations and instructions, position limit norms as may be
applicable to clients, issued by SEBI and stock exchanges, from time to
time.
- FPIs belonging to categories viz. individuals, family offices and corporates
will be allowed position limit of 20 per cent of the client level position limit
in a particular commodity derivative contract.
iv. The participation of FPIs including individuals, family offices and corporates
shall be subject to compliance with the provisions of SEBI (Foreign Portfolio
Investors) Regulations, 2019, SEBI (Custodian) Regulations, 1996, other
applicable SEBI circulars on ETCDs and any additional safeguards/ conditions
specified by Stock Exchanges/ Clearing Coprorations.
15. Investments by FPIs in REITs, InvITs, AIFs
i. FPIs are permitted to invest in units of REITs, InvITs and Category III AIFs in terms
of Regulation 21 (1) of SEBI (FPI) Regulations, 2019 subject to such other terms
and conditions as may be specified by SEBI from time to time.
ii. A FPI shall not hold more than twenty five percent stake in a category III AIF.
iii. Investments in REITs and InvITs shall be captured under the category “Hybrid
Security” for the purpose of capturing and disseminating FPI investment data.
16. Investments by FPIs in corporate bonds under default
i. FPIs are permitted to acquire NCDs/bonds, which are under default, either fully or
partly, in the repayment of principal on maturity or principal instalment in the case
of an amortising bond. FPIs shall be guided by RBI’s definition of an amortising
bond in this regard.
49
ii. The revised maturity period for such NCDs/bonds restructured based on
negotiations with the issuing Indian company, should be as per the norms
prescribed by RBI from time to time, for FPI investments in Corporate Debt.
iii. The FPIs shall disclose to the Debenture Trustees, the terms of their offer to the
existing debenture holders/beneficial owners of such NCDs/bonds under default,
from whom they propose to acquire.
iv. All investments by FPIs in such bonds shall be reckoned against the prevalent
corporate debt limit. All other terms and conditions pertaining to FPI investments
in corporate debt securities shall continue to apply.
17. Clarification regarding adherence to below 10% investment limit
In the event an FPI and its investor group reach 10% or more of the total paid up
equity capital of a company on a fully diluted basis, they must follow extant FEMA
rules in this regard. If such FPI and its investor group opt to treat their entire investment
into a company as FDI under Regulation 22(3), such FPI including its investor group
shall not make further portfolio investment in that company under the Regulations.
Such FPI/ its investor group shall inform respective custodians of the choice who in
turn will report this to the board, depositories and the issuer. Such investments shall
be treated as FDI subject to norms as prescribed by RBI from time to time and will be
marked as FDI in custodian records. However, FPI and its investor group will be able
to sell these securities only through the route as they were acquired and appropriate
reporting (i.e. LEC reporting) will be made by the respective custodian.
18. Write-off of securities held by FPIs
Where an FPI is not able to sell shares and debt securities for any reason, they can
write-off such securities as per below process: (only for FPIs whose registration is not
valid or who intend to surrender their registration):
i. Custodian to obtain authorization from FPI to write-off securities. The FPI
should also provide undertaking that it is giving away all its rights as the
beneficial owner of the security(ies).
ii. Upon receipt of instruction from FPI, Custodian will extinguish the security from
the safekeeping account (held in banks internal books/system) of the FPI -
Securities written off should be reported to SEBI and RBI as sale trade with NIL
sale proceeds.
50
iii. As securities in the electronic form in the demat account of the FPI cannot be
extinguished, custodian shall freeze depository account with reason being
‘Write off securities as per client request’ in the depository system and intimate
such action to Depositories. To facilitate easy identification of such accounts in
future depositories may issue guidance to the custodians for making make
necessary changes in the existing FPI client ‘type/ subtype’ to the type of legal
entity in the depository system of such demat accounts.
iv. Such FPI shall apply for surrender of its registration and the DDP of such FPI
shall process the surrender after obtaining the approval from the Board.
v. Monetary corporate benefits if received by the custodians shall be credited to
the Investors Protection and Education Fund of SEBI not later than 30 days
from the date of receipt of the same.
vi. Non-monetary corporate benefits if received shall accumulate in the demat
account.
PART D - Issuance of Offshore Derivative Instruments by Foreign Portfolio
Investors under SEBI (Foreign Portfolio Investor) Regulations, 2019
This section consolidates the requirements specified by SEBI relating to issuance of
Offshore Derivative Instruments (ODIs) by Foreign Portfolio Investors (FPIs) and matters
connected therewith.
1. Conditions for issuance of ODIs
i. FPIs shall not be allowed to issue ODIs referencing derivatives. Further, no FPI
shall be allowed to hedge their ODIs with derivative positions on stock exchanges
in India.
ii. As an exception to above clause (i), the following is permitted through a separate
FPI registration of an ODI issuing FPI under Category I:
(a) Derivative positions that are taken on stock exchanges by the FPI for
‘hedging of equity shares’ held by it in India, on a one to one basis; and/or
The term “hedging of equity shares” means taking a one-to-one position in
only those derivatives, which have the same underlying as the equity share
held by the FPI in India.
51
(b) An ODI issuing FPI may hedge the ODIs referencing equity shares with
derivative positions in Indian stock exchanges, subject to a position limit of
5% of market wide position limits for single stock derivatives. The
permissible position limit for stock index derivatives is higher of INR 100
crores or 5% open interest; and/or
For avoidance of any doubt on ODIs reference/ underlying and their allowance
or otherwise, as stated under (i) and (ii) above, the following table shall be
referred:
Table 10
Sl. ODI reference/ ODI issuer’s Allow Exception
No. underlying holding in India ed
against the ODI
1 Cash equity/ Cash equity/ debt Yes None.
debt securities / securities / any
any permissible permissible Separate registration required
investment by investment by FPI to undertake any proprietary
FPI (other than (other than derivative transactions by such
derivatives) derivatives), for ODI issuing FPI.
life of ODI
2 Cash equity Cash equity on No Allowed through separate FPI
date of writing the registration, subject to the
ODIs and then above 5% limit.
move to derivative
positions
thereafter.
3 Cash equity Derivative on date No None
of writing the ODI
or thereafter
except in manner
referred at (2)
above in table.
4 Derivatives Derivatives No Allowed through separate FPI
registration, if FPI is holding
cash equity and has short
future position exactly against
the cash equity in the same
security (one-to-one basis).
FPI to retain the cash equity for
the life of ODI.
5 Derivatives Cash equity No None
Note: All reference to derivatives above include instruments or contracts or
agreements referencing index.
52
An ODI issuing FPI, which hedges its ODI only by investing in securities (other
than derivatives) held by it in India, cannot undertake proprietary derivative
positions through the same FPI registration. Such FPI must segregate its ODI
and proprietary derivative investments through separate FPI
registrations. Such separate registrations should be in the name of FPI with
“ODI” as suffix under same PAN. Where such addition is being requested for
an existing FPI, this addition of suffix will not be considered change in name of
of FPI and DDP may process this request and issue a new FPI registration
certificate. An ODI issuing FPI cannot co-mingle its non-derivative proprietary
investments and ODI hedge investments with its proprietary derivative
investment or vice versa in same FPI registration.
iii. No fresh derivative position which are not in compliance with above requirements
shall be allowed henceforth. FPIs have 90 days’ time from date of publication of
the Operating Guidelines to comply with above requirements. Off-market transfer
of assets/ positions will be allowed for FPIs intending to transfer assets/ position
from one FPI account to another FPI account to comply with above requirements.
iv. In determining whether a derivative instrument issued is an ODI or not, the
threshold for trades with non-proprietary indices (e.g. MSCI World or MSCI EM
Asia) as underlying shall be taken as 20%, i.e. those trades for which the
materiality of Indian underlying is less than 20% of the index would not be
regarded as ODIs, even if such exposure is hedged onshore in India. However,
trades with custom baskets as underlying if hedged onshore would always be
regarded as ODIs regardless of percentage of Indian component that is hedged
onshore in India.
v. Synthetic short activities, where ODI are issued which has the effect of short sale
in the Indian securities, continue to be prohibited for FPIs.
vi. ODI issuer shall ensure that it has collected documents/ information enough to
satisfy itself with regard to the relationship between the ODI subscriber and its
Investment Manager from a FATF member country as allowed in explanation
under Regulations 21 (1) (b) of the Regulations.
vii. Investment restrictions specified under the Regulation 20(7) of SEBI (Foreign
Portfolio Investor) Regulations, 2019 shall apply to ODI subscribers also.
a) For this purpose, two or more ODI subscribers having common ownership,
directly or indirectly, of more than fifty percent or common control shall be
considered together as a single ODI subscriber, in the same manner as is
being done in the case of FPIs.
53
b) Further, where an investor has investments as FPI and also holds positions
as an ODI subscriber, these investment restrictions shall apply on the
aggregate of FPI investments and ODI positions held in the underlying Indian
Company. In other words, the investment as FPI and positions held as ODI
subscriber will be clubbed together with reference to the said investment
restrictions.
2. Know Your Client (KYC) norms for ODI subscribers and reporting of suspicious
transactions
i. KYC requirement table, applicable for ODI subscribers is placed below:-
Table 11
Document required
ODI subscriber Constitutive Documents
Proof of Address
Board Resolution
Beneficial Owner List
(BO) of ODI Proof of Identity
subscriber Proof of Address
Senior Management List
(Whole Time
Directors/ Partners/
Trustees etc.)
ii. The ODI issuing FPIs shall maintain with them at all times the KYC documents
regarding ODI subscribers and should be made available to SEBI on demand.
iii. Offshore Derivative Instrument (ODI) issuing FPIs shall identify and verify the BOs
in the ODI subscriber entities, as applicable to FPIs. Beneficial owner and
intermediate shareholder/ owner entity with holdings equal & above the materiality
thresholds in the ODI subscriber need to be identified through the look through
basis. The list of BOs of ODI subscribers be maintained as per Table 6. ODI
issuing FPIs shall also continue to collect identification document number (such
as passport, driving license) of BO of ODI subscriber.
iv. For intermediate material shareholder/ owner entity/ies, name, country and
percentage holding shall also be disclosed as per Annexure E.
v. The KYC review shall be done on the basis of the risk criteria as determined by
the ODI issuers, as follows:
54
a) In case of high risk ODI subscribers, on yearly basis
b) In case of all other ODI subscribers, once every three years.
vi. ODI issuing FPIs shall file suspicious transaction reports, if any, with the Indian
Financial Intelligence Unit, in relation to the ODIs issued by it.
3. Reporting of ODIs and Maintenance of Control Systems
i. Reporting of complete transfer trail of ODIs - Presently, the details of the holder of
ODIs have to be mandatorily reported to SEBI on a monthly basis. The ODI issuers
are also required to capture the details of all the transfers of the ODIs issued by
them and these can be made available to SEBI on demand. The Board decided
that in the monthly reports on ODIs all the intermediate transfers during the month
would also be required to be reported.
ii. Reconfirmation of ODI positions - ODI Issuers shall be required to carry out
reconfirmation of the ODI positions on a semiannual basis. In case of any
divergence from reported monthly data, the same should be informed to SEBI in
format provided
iii. Periodic Operational Evaluation - ODI Issuers shall be required to put in place
necessary systems and carry out a periodical review and evaluation of its controls,
systems and procedures with respect to the ODIs. A certificate in this regard
should be submitted on an annual basis to SEBI by the Chief Executive Officer or
equivalent of the ODI Issuer. The said certificate should be filed within one month
from the close of every calendar year.
iv. Report Details - Following reports need to be submitted by the 10th of every month
for the previous month in the format specified by SEBI as per the reporting format
at Annexure F with effect from 1st January 2020 i.e. for the month of December
2019 the report to be filed by 10th January 2020 needs to be in the reporting format
as annexed.
Table 12
S. No. Heading
1. Monthly Summary Report (MSR)- Statement of Outstanding Positions of Offshore
Derivative Instruments (ISIN Wise) as on (last day of previous month)
2. Annexure A - Offshore Derivative Instruments Activity For The Period ( )
3. Details of Underlying Trade(s) in Indian Market - For the Period of ___ to ____( Month) -
Equity - Annexure B _ Equity
4. Details of Underlying Trade(s) in Indian Market - For the Period of ___ to ____( Month) -
Debt - Annexure B _ Debt
55
5. Details of Underlying Trade(s) in Indian Market - For the Period of ___ to ____( Month) -
Derivative - Annexure B _ Derivative
6. Details of Underlying Trade(s) in Indian Market - For the Period of ___ to ____( Month) -
Hybrid - Annexure B _ Hybrid
7. Details of Assets Under Management in Indian Market - Equity as on ______ ( Last
reporting date of the Month ) - Annexure C _ Equity
8. Details of Assets Under Management in Indian Market - Debt as on ______ ( Last
reporting date of the Month )- Annexure C _Debt
9. Details of Assets under Management in Indian Market - Derivative as on ______ ( Last
reporting date of the Month ) - Annexure C _ Derivative
10. Details of Assets Under Management in Indian Market - Hybrid as on ______ ( Last
reporting date of the Month ) - Annexure C _ Hybrid
11. Annexure D - Statement on Beneficial owners of ODI subscribers*
12. Annexure E - Reconciliation/Reconfirmation Report
v. ODI Issuing FPI should compulsorily reflect all their ODIs to Indian underlying in
each row of MSR in a true & fair manner. Thus, advise given vide circular dated
June 15, 2011 that “The ODI Issuers shall link hedges to the extent that such a link
can be made” shall be withdrawn. Format of the monthly ODI reports to be
uploaded on SEBI website shall be as per Annexure G.
PART E - Guidelines for participation/ functioning of Eligible Foreign Investors
(EFIs) in International Financial Services Centre (IFSC)
EFIs operating in International Financial Services Centre (IFSC) shall not be treated
as entities regulated by SEBI. Further, SEBI registered FPIs, proposing to operate in
IFSC, shall be permitted, without undergoing any additional documentation and/or prior
approval process.
Following are eligibility and KYC norms for EFIs:
i. Eligibility norms: EFIs are those foreign investors who are eligible to invest in
IFSC by satisfying the following conditions:
a) the investor is not resident in India
b) the investor is not resident in a country identified in the public statement of
FATF as:
I. a jurisdiction having a strategic Anti-Money Laundering or
Combating the Financing of Terrorism deficiencies to which counter
measures apply; or
56
II. a jurisdiction that has not made sufficient progress in addressing the
deficiencies or has not committed to an action plan developed with
the FATF to address the deficiencies;
c) the investor is not prohibited from dealing in securities market in India.
ii. KYC norms: Intermediary operating in IFSC needs to ensure that records of their
clients are maintained as per Prevention of Money-laundering Act, 2002 and rules
made thereunder. The following KYC norms may be made applicable to EFIs:
a) In case of participation of an EFI, not registered with SEBI as an FPI, but
desirous of operating in IFSC, a trading member of the recognized stock
exchange in IFSC, may carry out the due diligence on its own or it may rely
upon the due diligence carried out by a bank, which is permitted by RBI to
operate in IFSC, during the account opening process of EFI.
b) In case of EFIs that are not registered with SEBI as FPI and also not having
bank account in IFSC, KYC as applicable to Category II FPI as per the new
FPI categorization shall be made applicable. However, PAN shall not be
applicable for KYC of EFIs in IFSC.
c) In case of participation of FPI in IFSC, due diligence carried out by SEBI
registered Intermediary during the time of account opening and registration
shall be considered.
iii. Segregation of accounts: FPIs, who presently operate in Indian securities market
and propose to operate in IFSC also, shall be required to ensure clear segregation
of funds and securities. Custodians shall, in turn, monitor compliance of this
provision for their respective FPI clients. Such FPIs shall keep their respective
custodians informed about their participation in IFSC.
iv. Participation in Commodity Derivatives: EFIs/ FPIs may participate in
commodity derivatives contracts traded in stock exchanges in IFSC subject to the
following conditions:-
a) The participation would be limited to the derivatives contracts in non-
agricultural commodities only,
b) Contracts would be cash settled on the settlement price determined on
overseas exchanges, and
c) All the transactions shall be denominated in foreign currency only.
57
PART F - Publishing of Investor Charter and Disclosure of Complaints by DDPs on
their websites
1. All the registered DDPs shall take necessary steps to bring the Investor Charter, as
provided in “Annexure-H”, to the notice of their clients and ensure that the Investor
Charter is prominently displayed on their respective website for ease of accessibility
of investors.
2. Additionally, all DDPs shall disclose on their respective websites, the monthly data
on complaints received and redressal thereof, latest by 7th of succeeding month, as
per the format provided in “Annexure-I”
58
Annexure-A
The following circulars issued by the Board shall stand rescinded:
S.No Date of Reference Title
Circular
1 20-Mar-24 SEBI/HO/AFD/AFD-POD-2/ P/ Amendment to Circular for
CIR/ 2024/19 mandating additional disclosures
by FPIs that fulfil certain objective
criteria
2 25-Jan-24 SEBI/HO/AFD/AFD-SEC-2/ P/ Streamlining of Regulatory
CIR/ 2024/8 Reporting by Designated
Depository Participants (DDPs)
and Custodians
3 24-Aug-23 SEBI/ HO/ AFD/ AFD –PoD –2/ Mandating additional disclosures
CIR/ P/ 2023/148 by Foreign Portfolio Investors
(FPIs) that fulfil certain objective
criteria
4 07-Aug-23 SEBI/HO/AFD/AFD-POD-2/P/CIR/ Transactions in Corporate Bonds
2023 /138 through Request for Quote (RFQ)
platform by FPIs
5 27-Jul-23 SEBI/ HO/ AFD/ AFD–PoD–2/ CIR/ Mandating Legal Entity Identifier
P/ 2023/0127 (LEI) for all non–individual
Foreign Portfolio Investors (FPIs)
6 27-Mar-23 SEBI/HO/AFD/P/CIR/2023/043 Streamlining the onboarding
process of FPIs
7 19-Dec-22 SEBI/HO/AFD-2/CIR/P/2022/175 Master Circular for Foreign
Portfolio Investors, Designated
Depository
Participants and Eligible Foreign
Investors.
59
Annexure B
Common Application Form notified by Government of India and Annexure to
Common Application Form (Declarations and Undertakings)
60
Annexure C
Monthly Applications Report
The report pertaining to a month to be submitted by DDPs to SEBI by 10th of the following
month in the format specified under:
Summary of the applications received and disposed during the month
Name Applicatio Opening Receive Dispose Pending Average No. of Reasons
of the n type * balance d during d during as on time taken application given
DDP the the last day for s pending regarding
month month of registratio for application(s
month n during registration ) pending for
the for more more than
month** than 30 30 days **
days of
receipt of
application
**
* Indicate application type as
1. Fresh Registration
2. Continuance
** Applicable for application type Fresh Registration only.
61
Annexure D
Fee report
The report pertaining to a month to be submitted by DDPs/Depository to SEBI in the attached
format:
62
A n n e x u
e p o rt_ F
re _
o rm
Da _ F
t_
ep e _ R
.x ls x
If a DDP has not granted any registration/continuance of registration during the previous month,
then it is required to send a "Nil" report.
The Bank account details to which the payment of foreign inward remittances is to be done
electronically is as follows -
Name of Bank Account SECURITIES AND EXCHANGE BOARD OF INDIA
Name of Bank, Branch ICICI Bank Ltd.,
Bandra Kurla Complex,
Bandra (East),
Mumbai 400051
Bank Account No 055501001994
IFSC Code ICIC0000555
MICR Code No. 400229029
Swift Code No. ICICINBBNRI
Annexure E
Information of intermediate material shareholder/ owner entity illustration:
 FPI ABC, a trust, is held 75% by XYZ Ltd. (intermediate material shareholder/ owner) –
therefore XYZ needs to be identified and the identification of underlying individuals / non-
individuals having controlling ownership interest in the FPI OR control of XYZ should be
identified
 XYZ is further controlled by PQR fund (trust)– Hence, PQR fund also needs to be identified
on a look through basis.
 Mr. ST is holding 35% in PQR fund and Mr. UV is holding 15% in PQR fund - So, Mr. ST
needs to be identified as BO.
Information of Names of the Perce Country/ Individual
Dire
Intermediate entity(ies) through ntage Nationalit /Non-
ct /
material which the stake in stake y Individual
Indir
shareholder/ the FPI is held held
ect
owner- on indirectly in the
Stak
Ownership applic
e
basis Name ant
XYZ Ltd. Direc 75 Non-
t Individual
Information of Intermediate material shareholder/ owner- on control basis
Name Method of Percentage Country/National Individual/Non-
Control (Give control on the ity Individual
Details including applicant, if
names of the applicable
intermediate
structures, if
any, through
which control is
exercised )
PQR fund Management Non-Individual
Share in XYZ Ltd.
Mr. ST Holds 35% Individual
shares of PQR
Fund
63
Annexure F
Monthly reports by ODI issuing FPIs to SEBI
64
O D I F o r m a t .x l s x
Annexure G
Monthly ODI statement on SEBI website
Outstanding Notional Value of Offshore Derivative Instruments (ODIs) hedged by securities in India Vs
Assets Under Custody (AUC) of FPIs.
[` Crore]
Mont Notional Notional Notional Notional Notional Notional AUC Notional
h value of value of value of value of value of value of of value of
ODIs on ODIs on ODIs on ODIs on ODIs on ODIs on FPIs ODIs on
Equity, Equity, Equity * Debt * Hybrid Derivative # Equity, Debt
Debt, Debt & Securitie s * & Hybrid
Hybrid Hybrid s * Securites
Securities Securites excluding
& excluding Derivatives
Derivative Derivative as % of B
s * s *
A1 A2 A3 A4 A5 A6 B C
*Figures compiled based on reports submitted by FPIs issuing ODIs
#Figures compiled based on reports submitted by custodians & does not includes positions taken by
FPIs in derivatives.
Column A2 is being provided which depicts the Total Value of ODI issued -with underlying as Equity
,Debt & Hybrid Securities but excluding derivatives
Column A3 is being provided which depicts the Total Value of ODI issued -with underlying as Equity
Column A4 is being provided which depicts the Total Value of ODI issued -with underlying as Debt
Column A5 is being provided which depicts the Total Value of ODI issued -with underlying as Hybrid
Securities.
Column A5 is being provided which depicts the Total Value of ODI issued -with underlying as derivatives.
Column C is being provided which depicts the Total Value of ODI issued -with underlying as Equity, Debt
& Hybrid Securities but excluding derivatives- as percentage of Assets under custody
65
INVESTOR CHARTER - DESIGNATED DEPOSITORY PARTICIPANTS
VISION STATEMENT:
“To make India an investor friendly country through efficient Regulations”.
MISSION STATEMENT:
“To serve all investors by promoting the highest standards of ethics, professional excellence and
investor protection”.
TIMELINES PERTAINING TO VARIOUS SERVICES PROVIDED BY DDP
S.no. Type of Service Expected Timelines *
FPI registration
(a) Fresh Registration Within 30 days
1
(b) Renewal of FPI Registration Within 15 days
(c) Surrender of FPI Registration Within 10 working days of receipt of NOC from SEBI
Within 30 days of receipt of approval from incoming
2 Change in DDP cum Custodian
DDP
Off-Market (Free of Payment) transfers
3 permitted as per SEBI Master Circular for Within 15 days
FPIs, DDPs and EFIs
Jurisdiction FPI FPI
Category – I Category – II
High Risk Registered Annually
under Reg.
5(a)(i) –
During
continuance of
registration i.e.
4 KYC Review / Update
every 3 years.
Others -
Annually
Non-High During Regulated
Risk continuance of entities during
registration i.e. continuance of
every 3 years. registration i.e.
every 3 years.
Others-Annually.
* above timelines will apply to cases where application is complete in all respects
66
Annexure H
General Guidance for Investors:
S.No. Guidance
1 Provide Complete, Accurate and Latest information for FPI registration.
Adhere to all the rules, regulations, investment limits / conditions prescribed by the Regulators
2
and Government of India.
Sell or write-off securities holdings prior to expiry of the FPI registration in case the FPI wish to
3
surrender its registration.
Inform as soon as possible but not later than seven working days any changes in information or
4
particulars pertaining the FPI registration.
Investors have Right of Fair and Equitable Treatment and Confidentiality of Information as per
5
SEBI (FPI) Regulations, 2019 and SEBI Master Circular for FPIs, DDPs and EFIs .
Investors have Right to expect Redressal of Grievances in a timebound manner and ensure to
6
collect contact details of key personnel for Escalation and Resolution of grievances
Grievance Redressal Mechanism
 Approach the DDP at the designated Investor Grievance e-mail ID with complete details of complaints
for redressal of investor grievances in a time bound manner.
 The complaint not redressed at DDP level, may be lodged with SEBI on SCORES (a web based
centralized investor grievance redressal mechanism at SEBI) @
https://www.scores.gov.in/scores/Welcome.html
67
Annexure I
Format of Complaints against DDPs to be displayed on their websites
A. Data for the Month ending –
S.No Received Pending Received Resolved Total Complaints Average
from at the during during the Pending Pending > 1 Resolution
end of the month* at the end month time^
the last month of month (in days)
month **
1 Directly
from
Investors
2 SEBI
(SCORES)
3 Stock
Exchanges
(if relevant)
4 Other
Sources
(if any)
5 Grand
Total
B. Trend of Monthly disposal of complaints for the Financial Year-
SN Month Carried forward Received Resolved Pending at the
from previous during the during the end of the
month month month * month **
1 April 2021
2 May 2021
……
12 March 2022
Grand Total
*Inclusive of complaints of previous months resolved in the current month.
**Inclusive of complaints pending as on the last day of the month.
^Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current
month divided by total number of complaints resolved in the current month.
C. Trend of Annual (FY) disposal of complaints (For 3 years on rolling basis)-
SNo Year Carried forward from Received during Resolved during Pending at the
previous year the year the year end of the year
1 2019-20
2 2020-21
3 2021-22
Grand Total
68