SEBI

Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

Summary: This article analyses Regulation 31B of SEBI’s LODR Regulations, which requires listed companies to obtain shareholder approval every five years for special rights granted to certain shareholders, addressing concerns about perpetual rights that survive dilution. Whilst the regulation seeks to balance commercial flexibility with shareholder protection, its broad scope has generated debate about proportionality, with most companies deferring approval requests until the 2028 deadline.Continue Reading Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: This blog examines the Securities Market Code Bill, 2025, in terms of key changes, and their implications for SEBI and the securities market. SEBI’s regulatory role, along with increased involvement of market infrastructure institutions, securities market service providers and self-regulatory organisations, is poised for significant reform. While the shift towards a principle-based statute upholding good governance, natural justice, transparency and accountability is laudable, certain challenges relating to implementation and capacity-building should be addressed.Continue Reading The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: SEBI has proposed amendments to streamline India’s IPO process through a consultation paper. The proposals address two critical areas — enabling lock-in compliance for pledged non-promoter shares and introducing focused offer document summaries to enhance accessibility for retail investors. These changes aim to resolve practical challenges faced by IPO-bound companies, while simplifying complex disclosure requirements for better investor comprehension.Continue Reading Simplifying IPO Process: SEBI’s approach to pledged shares and offer document summaries

FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries

Summary: SEBI has recently approved various rule changes for intermediaries such as stock-brokers, REITs/ InvITs, IAs, RAs, FPIs, and angel funds, with a view to ease entry norms and compliance obligations, provide flexibility and to attract more retail and foreign investments. This paper summarises the key changes and their implications for intermediaries.Continue Reading FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries

Beyond CPMS Route: SEBI Unlocks Co-Investment Schemes for AIFs

Summary: SEBI has introduced new Amendment Regulations and a CIV Circular allowing Category I and II AIFs to offer co-investment opportunities through Co-investment Schemes (CIV schemes). This provides an alternative to the existing Co-investment Portfolio Manager route under PMS Regulations. The new framework addresses limitations like additional registration costs and investor profile concerns. Key features…

Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014

Summary: The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, originally published on September 26, 2014, have undergone extensive amendments over the past decade to adapt to evolving market conditions and enhance the regulatory framework for infrastructure investment trusts (“InvITs”), reflecting the regulator’s response to market developments and operational experience. The recent Securities and Exchange Board of India (Infrastructure Investment Trust) (Third Amendment) Regulations, 2025, effective September 1, 2025, represents further progress in regulatory development. Key updates include refining the definition of “public” to exclude related parties, reducing minimum investment thresholds from Rs 1 crore to Rs 25 lakh, aligning reporting timelines with SEBI specified deadlines, and introducing enhanced valuation requirements for highly leveraged InvITs. By way of this amendment, SEBI continues responding swiftly to market reactions and the operational realities of the existing legal framework for InvITs.Continue Reading Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014

Small and Medium Real Estate Investment Trusts: Regulatory Landscape

Summary: Regulatory framework towards India’s real estate sector is evolving with rapid phase. SEBI’s proactive move to introduce comprehensive governing skeleton for fractional ownership platforms in the form of small and medium real estate investment trusts under the SEBI (Real Estate Investment Trusts) Regulations, 2014, have created robust net of investors protection, removed transparency gaps and exit liquidity issues. This step has standardized disclosure practices along with regulatory oversight. Further, this paradigm shift has democratized the real estate investment access for high-net-worth individuals while ensuring regulatory and governance norms.Continue Reading Small and Medium Real Estate Investment Trusts: Regulatory Landscape

Changing Face of Regulators

Summary: There is an unmistakable change in India’s regulatory architecture. Traditional heavyweight institutional regulators are gradually introducing measures to move away from a rigid enforcement system to a more trust-based framework. Enforcement actions of two key regulators – the Securities and Exchange Board of India (SEBI) and the Reserve bank of India (RBI) appear to be softening. The finance ministry’s move towards deregulation was also evident in Budget 2025, where the formation of a committee to overhaul non-financial sector regulations was announced. The intention behind this announcement was to shed regulatory load and nurture an environment where enterprises can thrive.  Simultaneously, newer watchdogs and their enforcement instincts are emerging as powerful force. They are turning out to be more assertive, which thwarts the effort to balance systemic resilience with enterprise growth.Continue Reading Changing Face of Regulators

The ‘NIL’ Disclosure Dilemma

Summary: Regulation 31 of the SEBI (LODR) Regulations, 2015, requires listed companies to submit quarterly statements of their shareholding pattern and holding of securities across various categories of shareholders, including the promoters and promoter group. This blog examines the interpretative issues caused by the recent SEBI circular dated March 20, 2025, and updated FAQs, on whether it is mandatory for listed entities to disclose ‘promoter and promoter group’ members with ‘NIL’ shareholding in the aforesaid statements. Continue Reading The ‘NIL’ Disclosure Dilemma

Steering the ship: Accomplishing Board autonomy post-listing

Introduction

The listing of a multinational corporation’s subsidiary (“Subsidiary(ies)”) on the Indian bourses is a major shift for the once private company. This allows the Subsidiary to unlock value through India’s thriving capital market, while also subjecting it to oversight by the Securities and Exchange Board of India (“SEBI”). SEBI functions as the watchdog for the Indian securities market and ensures that listed entities comply with corporate governance norms to protect the interests of minority shareholders.Continue Reading Steering the ship: Accomplishing Board autonomy post-listing