Securities and Exchange Board of India (“SEBI”) has issued Master Circular for Portfolio Managers for effective regulation of Portfolio Managers vide Circular No. SEBI/HO/IMD/IMD-POD-1/P/CIR/2024/80 dated June 07, 2024 which supersedes the Master Circular for Portfolio Managers dated March 20, 2023.

Applicability:- It is applicable to all Portfolio Managers and Association of Portfolio Managers in India (‘APMI’).

Registration/Approval compliances to be complied with by Portfolio Managers as per this circular is as follows:-

Sl. No.
Particulars
Timeline
1 Registration for principal office and all branch offices in India by making application in Form A to Securities and Exchange Board of India on SEBI Intermediary Portal Prior to act as portfolio manager
2 Registration from SEBI as portfolio manager in case manager of category I or II AIF who is not SEBI registered portfolio manager intends to act as co-investment portfolio manager and offer co-investment services through portfolio management route Prior to act as co-investment portfolio manager and offer co-investment services by category I or II AIF manager who is not SEBI registered portfolio manager
3 Approval of SEBI to be obtained for offering portfolio management services other than co-investment Prior to offer of portfolio management services other than co-investment
4 Prior approval of SEBI through SEBI Intermediary Portal (https://siportal.sebi.gov.in) in case of change in control of SEBI registered Portfolio Managers and the validity of approval obtained for change in control is six months within which fresh registration to be obtained Timeline for change in control- prior to change in control of SEBI registered portfolio managers

Timeline for fresh registration pursuant to change in control- within the validity period of approval of six months

5 In principle approval from SEBI to proposed change in control of SEBI registered Portfolio Managers in case of matters involving schemes of arrangement to be sanctioned by National Company Law Tribunal Prior to filing application for approval of proposed change in control with NCLT
6 Approval from NCLT to proposed change in control of SEBI registered Portfolio Managers in case of matters involving schemes of arrangement to be sanctioned by National Company Law Tribunal Within three months from in-principle approval from SEBI
7 Final approval from SEBI for change in control in case of matters involving schemes of arrangement to be sanctioned by National Company Law Tribunal Within 15 days from date of order of NCLT granted for change in control of SEBI registered Portfolio Managers

Returns compliances to be complied with by Portfolio Managers as per this circular is as follows:-

Sl. No.
Particulars
Timeline
1  Monthly report regarding portfolio management activity as per Annexure 5A on SEBI Intermediaries portal Within 7 working days of end of each month
2 Certificate from Chartered Accountant certifying net worth as on March 31 every year based on audited account Within 6 months from end of Financial Year to SEBI
3 Portfolio Managers to submit Corporate Governance report to SEBI Within thirty days from end of financial year
4 Report on Certificate of Compliance with Performance Reporting Guidelines of portfolio manager certified by directors/partners of portfolio manager or authorized persons Within sixty days of end of financial year to SEBI
5 Report on confirmation of compliance with requirement of annual audit of firm-level performance data in line with standard ToR (Terms of Reference) certified by directors/ partners of portfolio manager or by authorized persons within sixty days from end of financial year to SEBI

 

6 Annual audit report on firm-level performance data Within sixty days from end of financial year to SEBI
7 Portfolio Managers to submit data as per Annexure 5B for all its clients on quarterly basis Within 10 days from end of quarters
8 Monthly reports relating to relative performance of investment approach to APMI (Association of Portfolio Managers in India) (Applicable to both Portfolio Managers/ entity reporting, publishing or advertising performance of any Investment Approach of any Portfolio Manager) Within 7 working days from end of month
9 Monthly reports relating to relative performance of investment approach to SEBI (Applicable to both Portfolio Managers/ entity reporting, publishing or advertising performance of any Investment Approach of any Portfolio Manager) Within 7 working days from end of month
10 Quarterly reports to SEBI on cyber-attacks, threats, cyber-incidents and breaches experienced by and measures taken to mitigate vulnerabilities, threats and attacks including information on bugs/ vulnerabilities/ threats useful for other Portfolio Managers through e-mail ids:

vapt_reports@sebi.gov.in and cybersecurity_pms@sebi.gov.in

Within 15 days from end of quarter
11 Audit report of its systems audited with Board or equivalent body comments to SEBI Within three months of end of financial year

Details of this Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the category Legal – Master Circulars vide Circular No. SEBI/HO/IMD/IMD-POD-1/P/CIR/2024/80 dated June 07, 2024.

Disclaimer:  This is an effort by Lexcomply.com, to contribute towards improvingcompliance managementregime.User is advised not to construe this service as legal opinion and is advisable to take a view of subject experts.

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