P notes Current Affairs

SEBI issues stricter KYC, disclosure norms for P-Notes

The markets regulator SEBI (Securities and Exchange Board of India) has put in place a stricter KYC (Know Your Customer) norms and disclosure regime for Participatory Notes (P-Notes).

P-Notes are offshore/overseas derivative instruments (ODIs) issued by registered foreign institutional investors (FII) to overseas investors. They provide easier and cost-effective route to foreign investors to invest in Indian markets without directly registering as Foreign Portfolio Investors (FPIs).

Key facts

  • The aim of SEBI’s stricter KYC, disclosure norms is to make it tougher to use these offshore instruments that do not disclose the money-trail and details of their users.
  • Under the new norms, all the users of P-Notes would have to follow Indian KYC and Anti Money Laundering (ALM) Regulations, irrespective of their jurisdictions.
  • Henceforth, P-Note issuers will be required to file suspicious transaction reports with the Indian Financial Intelligence Unit.
  • ODI holders have to report monthly reports on ODIs all the intermediate transfers during the month.
  • Besides, ODI issuers have to carry out reconfirmation of the ODI positions on a semi-annual basis.


  • The measure was issued after taking into account suggestions from Special Investigation Team (SIT) on black money to ensure this route is not used for money laundering.
  • In recent times ODIs have often been in controversy in India for alleged misuse for round-tripping of funds.
  • But since the SEBI made stringent norms in the recent years, they have also become less attractive.
  • Earlier in 2007, ODIs used to account for as high as 55% of the total foreign fund flows in Indian capital markets, now their share has fallen to a record low level of 9.3%.


SEBI tightens P-note norms to keep vigil on foreign investments to curb black money inflow


The market regulator Securities and Exchange Board of India (SEBI) has tightened the Participatory Notes (P-note) norms.

The main purpose of this decision is to keep vigil on foreign investments to curb black money inflows in the country.

In this regard, SEBI has introduced Know Your Client (KYC) compliance for holders of these instruments in order to bring them on a par with domestic investors. SEBI also has sought information on the ultimate beneficiaries of these products.

What are Participatory notes?

  • Participatory Notes are offshore/overseas derivative instruments (ODIs) issued by registered foreign institutional investors (FII) to overseas investors. They are commonly known as P-Notes.
  • P-Notes are issued to overseas investors who wish to invest in the Indian stock markets without registering themselves with the market regulator SEBI.
  • Investing through P-Notes is very simple and is very popular amongst FIIs. SEBI had permitted FIIS to participate and register in the Indian stock market in 1992.
  • P-Notes are not used within the country but are mainly used outside India for making investments in shares listed in the Indian stock market.
  • For example, India-based brokerages buy securities from the Indian stock and then issue P-Notes to foreign investors for the securities. Any capital gains or dividends collected from the underlying securities go back to the investors.


  • Ease of Trading: Trading through P-Notes is easy because they are like contract notes transferable by endorsement and delivery.
  • Tax Saving: Some of the entities route their investment through P-Notes to take advantage of the tax laws of certain preferred countries.


  • Anonymity: Any entity investing in P-Notes is not required to register with SEBI. It enables large hedge funds to carry out their operations without revealing their identity.
  • Money Laundering: P-Notes are used by money launderers. They first take funds out of country through hawala and then get it back using P-Notes.