SEBI Manual By Taxmann’s Editorial Board

SEBI Manual is India’s most comprehensive compendium of securities law—a three-volume, 5,100+ page reference presenting the complete, amended and annotated text of the Acts, Rules, Regulations, Circulars and Master Circulars that govern the Indian securities market.

It is organised into five master Divisions spread across three volumes—the SEBI (ICDR) Regulations 2018, the SEBI Act 1992, the Securities Contracts (Regulation) Act 1956 with its Rules/Regulations, a massive Division of SEBI Rules, Regulations & Guidelines comprising 61 topic-wise segments arranged in a broadly A-to-Z sequence (from Accredited Investors to Vault Manager, rounded off by Other Rules & Regulations and the ASBA process), and the SEBI (LODR) Regulations 2015 with SEBI’s clarifications.

What sets this Manual apart is its treatment of the law’s moving parts. Statutory and regulatory texts carry detailed amendment footnotes—recording what was substituted, inserted or omitted, by which amending regulation, with effect from which date, and reproducing the pre-amendment text. Circulars are presented in their duly amended form, and every circular that amends or clarifies a primary circular is placed alongside it—so the reader always sees the complete, current picture rather than a fragmented paper trail. This Edition incorporates all 9 Master Circulars issued in 2026, including those for Mutual Funds, AIFs, Investment Advisers, Research Analysts, RTAs, ICDR, LODR, Social Stock Exchange and Surveillance of the Securities Market.

This book is an essential day-to-day reference for everyone who works with or within the Indian securities market:

• Legal Practitioners & Law Firms—securities lawyers, litigators before SAT and courts, and in-house counsel
• Company Secretaries & Chartered Accountants—in practice and in employment, handling listing, disclosure and compliance mandates
• Compliance Officers & Listed Companies—for LODR, ICDR, insider trading, takeover, buy-back and delisting compliances
• Market Intermediaries—merchant bankers, stock brokers, registrars & share transfer agents, debenture trustees, custodians, bankers to an issue, underwriters, investment advisers, research analysts and portfolio managers
• Fund Managers & Institutions—mutual funds, AIFs, REITs, InvITs, FPIs/FVCIs and their advisers
• Stock Exchanges, Depositories, Clearing Corporations & other Market Infrastructure Institutions
• Regulators, Adjudicating Officers & the Securities Appellate Tribunal Ecosystem
• Academicians & Students of securities and corporate law

The Present Publication is the 47^th Edition | July 2026 and amended up to 15^th June 2026. This book is edited by Taxmann’s Editorial Board, with the following noteworthy features:

• [Annotated Statutory Texts] The SEBI Act 1992, the Securities Contracts (Regulation) Act 1956, the ICDR Regulations 2018 and the LODR Regulations 2015 are presented as amended up to date, with footnote-level annotation of every amendment—the amending regulation, its effective date, and the text as it stood before amendment
• [Duly Amended Circulars] Every circular is reproduced as it currently stands, with amendments incorporated, eliminating the need to reconcile multiple notifications
• [Complete-Picture Presentation] Circulars that amend, clarify or extend a primary circular are grouped together with it, giving the reader the full regulatory position at one place
• [35 Master Circulars, including all 9 of 2026] The set carries SEBI’s Master Circulars issued between 2010 and 2026 across subjects—Stock Brokers, Stock Exchanges & Clearing Corporations, Depositories, Custodians, FPIs, FVCIs, KYC norms, AML/CFT, Credit Rating Agencies, ESG Rating Providers, Debenture Trustees, Takeovers, REITs, InvITs, Portfolio Managers, Online Dispute Resolution, Electronic Gold Receipts and more—together with the nine issued in 2026:
  • Framework on Social Stock Exchange (SSE) — 19-1-2026
  • Compliance with LODR Regulations 2015 by listed entities — 30-1-2026
  • Investment Advisers — 6-2-2026
  • Registrars to an Issue and Share Transfer Agents — 6-2-2026
  • Research Analysts — 6-2-2026
  • SEBI (ICDR) Regulations 2018 — 9-2-2026
  • Mutual Funds — 20-3-2026
  • Surveillance of Securities Market — 15-5-2026
  • Alternative Investment Funds (AIFs) — 3-6-2026
• [60+ Topic-wise Segments] Division Four consolidates SEBI’s entire subordinate legislation into 61 topic heads in a broadly A-to-Z run, each gathering the Regulations, circulars and master circulars on that subject at one place
• [LODR with SEBI’s Clarifications] A dedicated Division carries the updated and annotated LODR Regulations 2015 along with SEBI’s clarifications, the 2026 LODR Master Circular, the Master Circular for Non-Convertible Securities/Securitized Debt Instruments/Commercial Paper, the Master Circular on Schemes of Arrangement, industry standards on Related Party Transactions, the unclaimed-amounts framework and the Listing Agreement for Indian Depository Receipts
• [Set-wide Navigation in Every Volume] Each volume opens with the complete set’s contents and consolidated finding lists—List of Rules/Regulations, List of Circulars & Notifications, List of Master Circulars and List of Operational Circular—with cross-volume page markers, so any document can be located from any volume; a consolidated Subject Index (at the end of Volume 1) covers the entire set

The coverage of the book is as follows:

• Volume 1 — Foundational Laws & Topics | Accredited Investors to Depository Receipts
  • Division One — Annotated text of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, with its 2026 Master Circular and connected circulars (lock-in of pledged shares, NISM certification for Social Impact Assessors, validity of SEBI observations)
  • Division Two — Annotated text of the SEBI Act 1992, with notifications issued thereunder
  • Division Three — Securities Contracts (Regulation) Act 1956 with the SCR Rules 1957, the SCR (Stock Exchanges and Clearing Corporations) Regulations 2018 and their Master Circular, MII governance circulars (KMP appointments, audit committees, committee evaluation), the SCR (Appeal to Securities Appellate Tribunal) Rules 2000 and clarifications
  • Division Four (Segments 4.1–4.14) — Annotated & updated Regulations/Circulars/Master Circulars on:
    • Accredited Investors
    • Alternative Investment Funds
    • Bankers to an Issue
    • Bilateral Netting of Qualified Financial Contracts Act 2020
    • Buy-back of Securities
    • Certification of Associated Persons in Securities Markets
    • Collective Investment Scheme
    • Commodity Derivatives
    • Credit Rating Agency/ESG Rating Providers
    • Custodian
    • Debenture Trustees
    • Delisting of Securities
    • Depositories
    • Depository Receipts Scheme 2014 (with the FCCB and Foreign Currency Exchangeable Bonds Schemes)
  • Subject Index covering the complete set
• Volume 2 — Topics | Derivatives to Portfolio Manager
  • Division Four (Segments 4.15–4.41) — Annotated & updated Regulations/Circulars/Master Circulars on:
    • Derivatives (including the Master Circular on Exchange Traded Derivatives)
    • Development Financial Institutions
    • Disclosure Standards for Corporates
    • Employee Benefits—Share Based and Sweat Equity
    • Euro Issue and Other Guidelines
    • Foreign Portfolio Investors/Foreign Venture Capital Investors
    • Index Providers
    • Informal Guidance
    • Infrastructure Investment Trusts (InvITs)
    • Prohibition of Insider Trading (PIT Regulations 2015, with the 2026 Master Circular on Surveillance of Securities Market)
    • Intermediaries
    • International Financial Services Centres
    • Investment Advisers
    • Investor Protection
    • Interest Liability Regularisation
    • Know Your Client (KYC) Registration Agency & Know Your Client
    • Lead Managers
    • Market Makers
    • Merchant Bankers
    • Money Laundering (AML/CFT)
    • Issue and Listing of Municipal Debt Securities
    • Mutual Funds
    • Issue and Listing of Non-Convertible Redeemable Preference Shares
    • Offer Documents
    • Online Resolution of Disputes in Indian Securities Market
    • Ombudsman
    • Portfolio Manager
• Volume 3 — Topics | REITs to ASBA & LODR
  • Division Four (Segments 4.42–4.61) — Annotated & updated Regulations/Circulars/Master Circulars on:
    • Real Estate Investment Trusts (REIT Regulations 2014 with the REIT Master Circular)
    • Refund to Investors
    • Registrar to an Issue/Share Transfer Agents
    • Research Analysts/Proxy Advisors
    • SEBI Nominee Directors
    • Securities Appellate Tribunal (including the Tribunals Reforms Act 2021 and SAT service rules)
    • Securities Lending & Borrowing
    • Securities Transaction Tax
    • Issue and Listing of Securitised Debt Instruments/Security Receipt
    • Self Regulatory Organisation
    • Settlement of Administrative and Civil Proceedings
    • Social Stock Exchange
    • Stock Broker and Stock Exchanges
    • Takeover Regulations (SEBI (SAST) Regulations 2011 with the Takeover Master Circular)
    • Underwriters
    • Unfair Trade Practices
    • Vanishing Companies
    • Vault Manager (Vault Managers Regulations 2021 with the Master Circular for Electronic Gold Receipts)
    • Other Rules & Regulations (including the Settlement Scheme 2020)
    • Applications Supported by Blocked Amount Process (ASBA)
  • Division Five — Updated & annotated text of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, with SEBI’s clarifications, the 2026 LODR Master Circular, the Master Circular for Non-Convertible Securities/Securitized Debt Instruments/Commercial Paper, the Master Circular on Schemes of Arrangement, RPT industry standards, the unclaimed-amounts framework and the Listing Agreement for Indian Depository Receipts
• Across all three volumes, circulars are duly amended, amending/clarifying circulars are grouped with the primary circular, and the 9 new Master Circulars issued in 2026 are incorporated.

The Manual follows a five-Division scheme spread over three volumes, designed for fast, reliable reference:

• Foundational Laws — Divisions One to Three (Volume 1) carry the three primary pillars: the ICDR Regulations 2018, the SEBI Act 1992 and the SCRA 1956 with its Rules/Regulations
• One Continuous Run of 61 Topics — Division Four flows across all three volumes with continuous page numbering, in a broadly alphabetical sequence:
  • Volume 1 (Accredited Investors → Depository Receipts Scheme)
  • Volume 2 (Derivatives → Portfolio Manager)
  • Volume 3 (REITs → ASBA)
• Everything on a Topic at one Place — Within each topic segment, the parent Regulations appear first (annotated and updated), followed by the Master Circular and all connected circulars, guidelines and notifications on that subject
• LODR as a Stand-alone Division — Division Five (Volume 3) is devoted to the listing regime, combining the LODR Regulations with SEBI’s clarifications and related Master Circulars, and closing with the IDR Listing Agreement
• Unified, Set-wide Navigation — Every volume reproduces the complete set’s contents and finding lists (Rules/Regulations, Circulars & Notifications, Master Circulars, Operational Circular) with cross-volume page markers, and a consolidated Subject Index (at the end of Volume 1) covers the entire set