SEBI

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.

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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.

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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.

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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.

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The increasing adoption and deployment of artificial intelligence (“AI”) enabled tools, platforms, and solutions by market participants in the financial sector, including the securities markets, is now widely recognised, both in India[1] and globally[2].

Continue Reading The Consultation Paper on AI Regulation : A Case for Nuance?

Introduction

The Securities and Exchange Board of India  (“SEBI”) had introduced amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 (“Amendment Regulations”). These provisions came into effect from April 1, 2025, for high value debt listed entities (“HVDLEs”), with listed non-convertible debt securities of outstanding value of INR 1,000 crore or above (during a financial year) as of March 31, 2025. Such entities must ensure compliance within six months from the trigger date. The determination will have to be done on March 31 in the subsequent financial years.

Continue Reading Debt with Discipline: Key changes introduced to SEBI LODR Regulations relevant for high value debt listed entities
FIG Paper (No. 45 - Series 3) – SEBI Mulls Relaxation of FPI Norms for Investment in Government Bonds

Background

The Foreign Portfolio Investor (“FPI”) regime is a key entry route for foreign investors seeking to invest in Indian stocks and bonds. Currently, FPIs are subject to various know your customer (“KYC”) obligations, including disclosure of group companies and beneficial ownership and stringent monitoring of equity investment limits. Breaches of these trigger penalties and additional disclosure requirements. Our detailed analysis is available here.

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Introduction

Alternative investment funds (“AIF”) being considered an investment avenue for sophisticated investors with high risk-appetite and ticket-size, are subject to certain restraints in their marketing and placement to keep it restricted to the intended investors. The Securities and Exchange Board of India (“SEBI”) (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) define an AIF as[1] “a privately pooled investment vehicle which collects funds from investors, whether Indian or foreign, for investing it in accordance with a defined investment policy for the benefit of its investors…”. Regulation 11[2] further provides that an “AIF shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called”. Moreover, it has been provided[3] that no scheme of an AIF shall have more than 1000 investors and where an AIF is set-up as a company, the provisions of the Companies Act, 2013 shall apply.[4]

Continue Reading AIF Marketing in India: What Fund Managers Must Know
SEBI Order casts - Spotlight on Conflicts of Interest of AIFs 

Introduction

The Securities and Exchange Board of India (“SEBI”), vide its settlement order dated May 06, 2025 (“Order”), has accepted a settlement application filed by the investment manager (“Manager”) of a real estate fund (“Fund”), sponsored by a related sponsor entity (“Sponsor”), for breach of various provisions of the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”)[1], and the SEBI Master Circular for Alternative Investment Funds, dated May 7, 2024 (“Master Circular”)[2], subject to a payment of INR 36 lakh by the Manager on behalf of itself and the Fund. The Settlement Order emanated from a suo-moto application, seeking settlement of issues pertaining to conflict of interest and non-compliances in operations of the Fund.

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Strengthening Compliance: SEBI’s Recent Enforcement Strategies Against Insider Trading

Insider trading remains one of the most closely monitored violations in India’s capital markets. Historically, the Securities and Exchange Board of India (“SEBI”) has relied on enforcement actions such as monetary penalties, trading bans, and prosecution to deter insider trading. However, there has been a notable shift in the recent years towards preventive regulation through administrative warnings, increased use of technology-driven surveillance and stricter disclosure norms, thus transitioning from reactive measures to preventive regulation.

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