SEBI

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

Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Summary: “The blog proposes targeted amendments in relation to the following: (i) outdated mechanism of rotational retirement under Section 152(6) of the Companies Act, 2013, and (ii) issue relating to the disqualification of the director for RPTs violations, specifically in line with the legal gap created by the decriminalisation of Section 188 of the Companies Act, 2013.”Continue Reading Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

FIG Paper no. 48: Change in Control & Learnings in FIG space

Mergers and acquisitions (M&A) in the banking, financial services, and insurance (BFSI) sector constituted approximately 10% of all M&A activity in India in 2024, exceeding USD 12.1 billion[1] in value, making it the second highest among all sectors. Infrastructure and BFSI are expected to continue driving M&A deal activity in India. Recently, India is seeing several large M&A transactions involving complex structuring, regulatory approvals on account of change in control, bespoke due diligence and documentation considerations and nuanced approach to regulatory interface before and after deal signing to obviate deal failure risks. Basis our recent experience, and change in control provisions applicable to banks, non-banks, payment system operators (PSOs), mutual funds and insurance players, this paper provides an overview of the specific deal and change in control linked regulatory approvals and learnings / considerations relevant from a transaction structuring and deal execution perspective, across each of the BFSI verticals.Continue Reading FIG Paper no. 48: Change in Control & Learnings in FIG space

CERC’s Guidelines on VPPA Would Accelerate India’s Energy Transition

Summary: This piece examines the scope and key provisions of the Draft VPPA Guidelines, and potential impact on market participants, especially in the context of India’s ambitious energy transition goals.                                                                  Continue Reading CERC’s Guidelines on VPPA Would Accelerate India’s Energy Transition

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

Independent Directors and ‘Material’ Pecuniary Relationships: Ambiguity to Clarity

SUMMARY OF THE BLOG

This blog examines the concept of ‘material pecuniary relationship’ while assessing a director’s independence under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and the Companies Act, 2013 (“Companies Act”). It highlights the regulatory differences in thresholds and look-back periods, and analyses key regulatory interpretations, committee reports, and market practices, including the recent informal guidance issued by SEBI.Continue Reading Independent Directors and ‘Material’ Pecuniary Relationships: Ambiguity to Clarity

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

Introduction:

Technology has fundamentally transformed the financial services industry, with many contemporary financial institutions (“FI”) adopting a digital-first or exclusively online business model. With third-party technology service providers handling critical functions for FIs, as outsourced partners, regulators such as the Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”) and the Insurance Regulatory and Development Authority of India (“IRDAI”) have issued their respective guidelines on outsourcing/ adoption of cloud services.[i] Additionally, FIs are also required to comply with general data protection laws.[ii]Continue Reading FIG Paper (No. 46 – Series 3): Contracting Considerations for Financial Institutions