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“One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), requires every listed entity to appoint a company secretary as a compliance officer. The responsibilities of such an officer includes, among other things, ensuring compliance with regulations, coordinating with relevant authorities, verifying accuracy of submissions, and overseeing grievance redressal mechanisms. On April 1, 2025, the Securities and Exchange Board of India (“SEBI”) released a clarification[1] on the position of the compliance officer in terms of Regulation 6 of the SEBI LODR.[2]Continue Reading “One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Background

India Inc’s initial public offering (“IPO”) landscape has witnessed significant growth in recent years, with numerous companies entering the capital markets to fund their growth and offer exits to existing investors. An IPO in India requires navigating a complex regulatory framework, complying with various provisions, and addressing stakeholders’ interests, including employees with stock options. In our post[1], we had assessed companies’ eligibility to undertake an IPO in situations where any individual holds rights entitling them to acquire equity shares of the company, or where there are any outstanding convertible securities that can be converted into the company’s equity shares.Continue Reading Amendment to make companies with outstanding Stock Appreciation Rights IPO eligible: A few steps closer, but not there yet

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

SEBI’s Mutual Funds Lite Framework: A Regulatory Inflection Point For Passive Funds In India

Introduction

The capital markets regulator, Securities and Exchange Board of India (“SEBI”), released a consultation paper in July 2024 (“Consultation Paper”), seeking public comments on the much awaited liberalised mutual funds (“MF”) framework, designed specifically to govern and streamline operations for passive funds like index funds and exchange-traded funds (“ETFs”) (the “MF Lite Framework”.)[1]Continue Reading SEBI’s Mutual Funds Lite Framework: A Regulatory Inflection Point For Passive Funds In India

Key Highlights of Gujarat GCC Policy (2025-30)

Introduction

India, with its dynamic and skilled youth, has progressively emerged as a global hub for Global Capability Centres (GCCs) established by multinational corporations. GCCs offer numerous strategic advantages, including driving digital transformation, fostering innovation, advancing analytics and technological solutions, promoting research and development, creating employment opportunities, enhancing operational efficiency, and strengthening business resilience. Recognising these benefits, Indian companies are also increasingly adopting the GCC model to fuel their growth. Consequently, several Indian states are crafting policies to attract both domestic and multinational corporations to set up GCCs.Continue Reading Key Highlights of Gujarat GCC Policy (2025-30)

RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Context

The law on related party transactions (“RPTs”) has been evolving since its inclusion in the Companies Act, 2013 (“the Act”), and the introduction of stricter regulations for listed companies by the Securities and Exchange Board of India (“SEBI” or “Regulator”) in the Listing Obligations and Disclosure Requirements Regulations, 2015 (“LODR”). Yet, India Inc. continues to falter in its battle for good governance because of abusive RPTs, inadequate disclosures, and diversion of funds of listed companies to closely held promoter entities through innovative structures and shell entities – exacerbated because promoters own or control 75 per cent of listed entities in India.Continue Reading RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Pro-rata and Pari-Passu Rights: Regulating the Differential Rights for AIF Investors

The Securities and Exchange Board of India (“SEBI”) through its circular dated December 13, 2024 (“Circular”), along with Implementation Standards issued by the Standard Setting Forum for AIFs (“SFA”), introduced guidelines to ensure fair and equitable treatment of investors in alternative investment funds (“AIFs”), making pro-rata and pari passu rights an essential feature of AIF structures.Continue Reading Pro-rata and Pari-Passu Rights: Regulating the Differential Rights for AIF Investors

SEBI’s New KPI Standards for IPOs: Key Takeaways

The Securities and Exchange Board of India (“SEBI”) issued a circular announcing the adoption of the Industry Standards on KPI Disclosures in the Draft Offer Document and Offer Document (“KPI Standards”) on February 28, 2025, which shall be applicable to all IPO draft offer documents/offer documents filed on or after April 1, 2025.Continue Reading SEBI’s New KPI Standards for IPOs: Key Takeaways

SEBI Proposes to Unlock Listed Debt Markets for Category II AIFs

Introduction

The Securities and Exchange Board of India (“SEBI”), as part of its ongoing regulatory reforms, released a consultation paper on February 7, 2025, seeking public comments to review Regulation 17(a) of the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”). The objective is to enhance investment flexibility for Alternative Investment Funds (“AIFs”), particularly in debt securities, while addressing concerns arising from recent regulatory changes by way of allowing Category II AIFs to make up to 100% of their investment in certain listed debt securities as explained in detail below. As of now, Category II AIFs are allowed to make less than 50% of their investments in listed securities.Continue Reading SEBI Proposes to Unlock Listed Debt Markets for Category II AIFs

Background and Introduction

An “independent director” (“ID”) is defined as “an independent director referred to in sub-section (6) of section 149”,[1] where Section 149(6) of the Companies Act, 2013 (“Act”), clarifies that an ID is “a director other than a managing director or a whole-time director or a nominee director” of the company. To be appointed as an ID, a person must fulfil an elaborate set of objective and subjective criteria separated across equity unlisted and listed companies. Continue Reading Sufficiency of extant law to address governance concerns in relation to “independence” of an independent director in relation to subsequent directorships with the company