CIRCULAR
SEBI/HO/AFD/AFD-POD-2/P/CIR/2024/76 June 05, 2024
To,
1. Foreign Portfolio Investors (FPIs)
2. Designated Depository Participants (“DDPs”) and Custodians
3. The Depositories
4. The Stock Exchanges and Clearing Corporations
Dear Sir / Madam,
Subject: Disclosures of Material Changes and Other Obligations for Foreign
Portfolio Investors
1. SEBI vide “Master Circular for Foreign Portfolio Investors, Designated Depository
Participants and Eligible Foreign Investors” No. SEBI/HO/AFD/AFD-PoD-
2/P/CIR/P/2024/70 dated May 30, 2024 (hereinafter referred to as the ‘FPI Master
Circular’) has, inter alia, specified the timelines for disclosure of certain material
changes/events.
2. SEBI (Foreign Portfolio Investors) (Amendment) Regulations, 2024 were notified
on June 03, 2024, amending the SEBI (Foreign Portfolio Investors) Regulations,
2019, inter alia, to relax the timelines for disclosure of material changes/events and
other obligations by Foreign Portfolio Investors (FPIs).
3. In view of the above amendments, the FPI Master Circular stands modified as
follows:
3.1. Para 14 of Part A stands modified as under:
“i. In terms of Regulation 22, 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, it shall inform the
DDP and/or the Board in writing, in the following manner:
Page 1 of 4
a. ‘Type I’ material changes shall be informed by FPIs as soon as
possible and within seven working-days of the occurrence of the change
and the supporting documents (if any) shall be provided within 30 days
of such change. This category shall include critical material changes that
I. render the FPI ineligible for registration
II. require FPI to seek fresh registration
III. render FPI ineligible to make fresh purchase of securities
IV. impact any privileges (e.g. QIB) available or granted to the FPI
under the extant regulatory framework
V. impact any exemptions available or granted to the FPI under the
extant regulatory framework
b. Accordingly, the following material changes shall be considered as
‘Type I’ material changes:
I. Change of Jurisdiction
II. Name change on account of acquisition, merger, demerger,
restructuring, change of ownership/control
III. Acquisition/merger/demerger resulting in cessation of existence
of FPI
IV. Restructuring of legal form/sub-category (e.g. Corporate to trust)
V. Change in regulatory status of the FPI (e.g. regulated to
unregulated fund)
VI. Change in compliance status of jurisdiction of FPI/BO in terms of
Regulation 4(d), 4(e) or 4(f) of the FPI Regulations, 2019
VII. Reclassification of the FPI from Category I to Category II
VIII. Addition of FPI(s) to any existing/new investor group(s)
IX. FPIs obtaining registration under Category-I on support of an
Investment Manager (IM) and such IM being either removed
(temporarily/permanently) or losing its Category I eligibility
X. Breach of prescribed threshold for aggregate contribution of
NRIs, OCIs and RIs
Page 2 of 4
XI. Any information or particulars previously submitted to the Board
or DDP are found to be false or misleading, in any material
respect
XII. Any penalty, pending litigation or proceedings, findings of
inspections or investigations for which action may have been
taken or is in the process of being taken by an overseas regulator
XIII. Changes which impact any exemption granted in terms of
SEBI Circular dated August 24, 2023
XIV. Breach of any of the eligibility criteria as specified under
Regulation 4 of FPI Regulations, 2019 unless the FPI has been
exempted from complying with the said criteria
c. ‘Type II’ material changes, i.e., any material changes other than those
considered as ‘Type I’ material changes, shall be informed and
supporting documents (if any) shall be provided by FPIs as soon as
possible and within 30 days of such change.
ii. The DDP shall examine all material changes informed by the FPIs and re-
assess the eligibility of the FPI including requiring FPIs to seek fresh
registration. However, the DDP shall mandatorily require the FPI to seek fresh
registration in case of ‘Type I’ material changes listed at sr. no. I to VI of clause
(b) of para 14(i) above.
iii. Where there is a delay in intimation of material change by the FPI to the
DDP, the DDP shall, as soon as possible but not later than two working days,
inform all such cases to SEBI for appropriate action, if any, along with reason
for delay.”
3.2. Para 12 (iii) of Part A stands modified as under:
“Deletion of sub-fund/share classes/equivalent structure that invests in
India, shall be considered a ‘Type II’ material change in terms of Para
14(i) below.”
Page 3 of 4
4. This Circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with Regulations 22
and 44 of SEBI (Foreign Portfolio Investors) Regulations, 2019 to protect the
interest of investors in securities and to promote the development of, and to
regulate the securities market.
5. This Circular is available at www.sebi.gov.in under the link “Legal ---Circulars”.
Yours faithfully,
Manish Kumar Jha
Deputy General Manager
Tel No.: 022 –26449219
E-mail: manishkj@sebi.gov.in
Page 4 of 4