SEBI Circular

Securities and Exchange Board of India (Portfolio Managers) (Amendment) Regulations, 2025

Securities and Exchange Board of India (Portfolio Managers) (Amendment) Regulations, 2025 1

The Securities and Exchange Board of India (SEBI) works for the proper regulation of the stock market and capital market in India. Its main function is to protect the interests of investors, maintain fairness, and create confidence in the market.

It is very important today to maintain transparency in the formulation of rules and regulations and give an opportunity to various stakeholders and investors to express their opinions. So, SEBI brought new regulations with the name Securities and Exchange Board of India (Procedure for Making, Amending, and Reviewing of Regulations) Regulations, 2025. These regulations clearly state how new rules will be made, how old rules can be changed, and how they will be reviewed from time to time.

Background and Legal Basis

SEBI has its powers under various laws. Notable among these are-

  • Securities Contracts (Regulation) Act, 1956
  • SEBI Act, 1992
  • Depositories Act, 1996

Through this act, SEBI gets the right to make and amend laws to regulate the market. However, just making laws is not enough. The process must also be clear and participatory to gain investor confidence.

The 2025 regulation’s main objective is to increase transparency, ensure accountability, and involve other parties, including investors. So, investors can easily believe that every rule of the market is being made fairly.

Key Definitions

A few important terms are needed to understand these rules.

Board: It means the Securities and Exchange Board of India established under subsection (1) of section 3 of the Act.

Act: It means the Securities and Exchange Board of India Act, 1992 (15 of 1992)

Public Comments: It means the feedback, suggestions, or objections received on any proposal of the Board from any person, including investors, issuers, persons regulated by the Board, organizations, regulatory authorities, and public interest groups engaged directly or indirectly in the Indian securities market.

Regulations: Rules made by SEBI, which are effective in the market.

Knowing these definitions helps to understand whose opinion will be taken and how the rules will be implemented.

Framing of Regulations

When SEBI formulates a new regulation, it goes through a step-by-step process. First, the department concerned prepares the proposal. It contains the draft of the proposed changes, the legal basis, the purpose of the regulation, and its impact on the market. This information is published on the official website of SEBI so that general investors and market participants can read it and give their opinions.

Usually, a period of 21 days is given for sending comments. During this period, investors, companies, or any interested party can express their views or objections. This ensures public participation and makes the regulation more transparent.

After collecting the comments, SEBI reviews them. The reasons for which comments are accepted, and which are rejected are published on the official website. This creates fairness, trust, and confidence in the market.

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Approval and Exigency Provisions

After the draft rule is prepared, it is taken up for discussion in the board meeting. At this time, an agenda paper is prepared. It contains a summary of the public opinion received and the observations of the department concerned about those comments. The board can easily understand which opinions have been accepted and which have not with this.

However, it is not always possible to follow a long consultation process for formulating rules. Especially if a quick decision is required for investor protection or market stability. In such situations, the chairperson of the board can skip the public consultation process or reduce the time limit.

However, to maintain its transparency, there is a condition—in cases where such an emergency decision is taken, full information about it must be reported to the board. So, accountability is maintained even though the decision is made quickly.

Amendments and Periodic Review of Regulations

The same process is followed for amending rules as for formulating rules. To change any rule, a draft is required, public opinion is sought, and the approval of the board is required. However, in case of urgent amendments, the chairperson can take a quick decision without public consultation.

In addition, SEBI reviews the existing rules from time to time. This review looks at—

How relevant is the rule to the current market situation?

Whether a new experience has come from the judgment of the court or tribunal.

What problems have been identified during monitoring and implementation?

What international standards or best practices can be applied?

Whether it is possible to remove unnecessary rules to simplify the process of doing business.

This regular review shows that SEBI is an adaptive and evolving regulatory body. It brings new rules and changes the existing rules as per the needs of the time so that balance and transparency are maintained in the market.

Exemptions and Non-Applicability

The 2025 Rules are not applicable in all cases. They will not be applicable in certain matters.

  • In the internal functioning of SEBI, such as the conduct of meetings or administrative rules for employees.
  • Only procedural matters where there is no change in policy.
  • Rules that are already at the public consultation stage or have been approved by the Board but have not yet been published in the Official Gazette.
  • The 2025 Rules have their own scope for amendment.
  • This avoids unnecessary delays and focuses mainly on policy and important changes.

Savings Clause

Even if these rules come into force, all the previous rules will remain in force until they are amended or repealed. Any existing rule will not be repealed merely because the new procedure is not followed.

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This is an important safeguard. So, the rules made earlier by SEBI remain valid and no vacuum is created in the regulatory framework. This ensures legal continuity and market certainty.

Significance of the 2025 Regulations

These regulations have brought about a major change in the regulatory framework of SEBI. From now on, the process of making laws will be more transparent. Investors, issuers and various market players will be able to actively participate. This will create confidence in the market and increase investor protection.

In addition, international best practices will also be given importance while reviewing the rules. So, the Indian capital market will be able to keep pace with global standards.

Most importantly, these regulations have brought forward the long-term goal of SEBI to build a strong, reliable and investment-friendly capital market.

Those seeking portfolio manager registration in India must be familiar with the Securities and Exchange Board of India (Portfolio Managers) (Amendment) Regulations, 2025.

Conclusion

These new regulations of SEBI of 2025 have streamlined the rule-making process. This has increased public participation, increased transparency and created an environment of trust in the market.

These changes are not always easy to understand for businesses, issuers or investors. Therefore, it is very important to comply with the rules and stay updated on time.

Enterslice can be your partner in this matter. They can provide you with professional assistance in terms of SEBI compliance, compliance strategies and effective market participation.

FAQs

  1. What is the main objective of SEBI’s ‘Procedure for Making, Amending and Reviewing Regulations,’ 2025?

    The objective of these regulations is to make the process of making laws orderly and transparent. Through this, a specific framework has been set up for making new rules, amending existing rules and reviewing them from time to time. In addition, the process has been made more participatory and accountable by taking the views of investors and other stakeholders.

  2. Who can be involved in the public consultation process under these regulations?

    Almost all parties, including investors, issuers, entities operating in the securities market, regulated entities, professionals, and public interest organizations, can give their opinions in the public consultation process. Anyone can send comments, objections or suggestions on the proposed rules. So, different perspectives come into the policy formulation and the decision becomes more balanced.

  3. How much time is given for public comment on the draft rules?

    SEBI generally allows a minimum of 21 days for public comment. This period is set to allow investors, companies and other stakeholders to review the proposal in detail and provide their views. This step ensures that no rule is made in a hurry but is adopted on the basis of proper discussion and consultation.

  4. Can SEBI waive the public comment process in urgent situations?

    Yes, in special situations, the Chairperson of SEBI can waive the public comment process or reduce the time limit. For example, if investor protection or market stability is at stake, then a decision may need to be taken quickly. However, to maintain transparency, information about such decisions must be communicated to the board.

  5. What are the steps that SEBI follows to approve new rules?

    First, a summary of the draft rules and public comments is presented to the board in the form of an agenda paper. Then the board discusses the proposed rules and approves them, if necessary. The agenda includes a summary of the public comments and comments from the departments concerned. This maintains transparency and fairness in decision-making.

  6. Are all SEBI rules subject to public consultation?

    No, not all rules are subject to public consultation. For example, SEBI’s internal matters, procedural changes only, or proposals that have already been published for public comment are not covered by the rules. Thus, only important policy changes are consulted, so as not to waste time.

  7. How often does SEBI review existing rules under this framework?

    SEBI reviews its existing rules periodically. This is done to see whether the rules are still relevant, whether any changes are required due to court or tribunal judgments, whether international best practices can be implemented and whether unnecessary rules can be removed to enhance business convenience. This way, the rules are always up to date.

  8. What will happen to the previous rules after the new rules come into force in 2025?

    All the previous rules will remain in force. No old rule will be repealed simply because the new process is not followed. The rules that were in force before the coming into force of these rules will remain valid until they are amended or repealed. This does not create any gap in the regulatory framework.

  9. What are the matters that are left out of this process?

    This process does not apply to—
    ●  Internal administrative matters of SEBI.
    ●  Only procedural changes that do not have any policy implications.
    ●  Proposals that have already been published or approved for public comment but have not yet been published.
    ●  Amendments to these rules themselves for 2025.
    ●  These have been omitted to avoid unnecessary delays.

  10. How do these rules enhance transparency and participation?

    The rules have made public consultation mandatory, where the draft rules, objectives and legal basis are openly disclosed. Investors and other stakeholders can express their views, and SEBI publishes a decision on those views. This indicates whether any comments have been accepted or not. So, the process is more transparent, participatory and credible to investors.

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