Registration and Returns compliances for Portfolio Managers under Master Circular of Portfolio Managers issued vide Circular No. SEBI/HO/IMD/IMD-POD-1/P/CIR/2024/80 dated June 07, 2024
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.
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