Provisions relating to Strengthening Governance of Market Infrastructure Institutions (MIIs) HO/47/12/11(5)2025-MRD-POD3/I/196/2025, dated 12th December 2025, issued by SEBI 1. The phenomenal growth in the securities market over recent years, driven by increased market capitalization, trading volumes, technology adoption, investor base and market intermediaries has significantly amplified the role of MIIs (Stock Exchanges, Clearing Corporations and Depositories) to act primarily in public interest. Any lapses in these critical institutions could have an adverse impact on the securities market

Deferment of Timeline for Implementation of Phase III of Nomination Circular dated 10th January, 2025 read with Circular dated 28th February, 2025 and 30th July, 2025 HO/42/36/12(4)2025-OIAE-IAD3, dated 11th December 2025, issued by SEBI 1. SEBI had issued a circular on “Revise and Revamp Nomination Facilities in the Indian Securities Market” on January 10, 20251. 2. Pursuant to the representations received from various stakeholders and discussions held thereafter, it was, inter-alia,

Relaxation on Geo-tagging Requirement in India for NRIs while Undertaking Re-KYC HO/38/30/12(1)2025-MIRSD-SEC-FATF, dated 10th December 2025, issued by SEBI 1. Based on references received from multiple stakeholders to ease KYC access for Non-Resident Indians (NRIs), SEBI has decided to modify the existing provisions under Master Circular on KYC dated October 12, 2023 to ease re-KYC process for NRIs. 2. In this respect, the requirement of physical location being in India

Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025 No. SEBI/LAD-NRO/GN/2025/287, dated 9th December 2025, issued by SEBI In exercise of the powers conferred under Section 30 read with Sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, namely: - 1. These regulations may be called the Securities

Securities and Exchange Board of India (Infrastructure Investment Trusts) (Fourth Amendment) Regulations, 2025 No. SEBI/LAD-NRO/GN/2025/286, dated 9th December 2025, issued by SEBI In exercise of the powers conferred under Section 30 read with Sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, namely: - 1. These regulations may be called the Securities and Exchange

Modalities for Migration to AI only Schemes and Relaxations to Large Value Funds for Accredited Investors under SEBI (Alternative Investment Funds) Regulations, 2012 HO/19/34/11(5)2025-AFD-POD1/I/188/2025, dated 8th December 2025, issued by SEBI 1. With an objective to enhance ease of doing business for Alternative Investment Funds (“AIFs”), Securities and Exchange Board of India (Alternative Investment Funds) Regulations,

Clarification on the Digital Accessibility Circulars of SEBI HO/13/19/13(2)2025-ITD-1_VIAP/I/187/2025, dated 8th December 2025, issued by SEBI 1. Clarification is hereby issued on the above referenced SEBI circulars on Digital accessibility requirements in Digital Platforms of Regulated Entities(REs). 2. The “Investors’ Right to have digital accessibility” will be included in the respective Investor Charters applicable to various REs, published by SEBI. 3. REs are required to carry out the following compliance: a. Instead of meeting the compliance requirement for appointment

Sections 2, 6, 7, 8, 9 and 14 of the Banking Laws (Amendment) Act, 2025 enforced with effect from 15th December, 2025 S.O. 5659(E), dated 8th December 2025, issued by Ministry of Finance In exercise of the powers conferred by sub-section (2) of section 1 of the Banking Laws (Amendment) Act, 2025 (16 of 2025), the Central Government hereby appoints the 15th day of December, 2025 as the date on which the provisions of sections 2, 6, 7, 8, 9

Shri Sandip Pradhan takes charge as Whole Time Member, SEBI PR No. 80/2025, dated 5th December 2025, issued by SEBI Shri Sandip Pradhan has taken charge as Whole Time Member, Securities and Exchange Board of India (SEBI) in Mumbai on December 04, 2025. Prior to joining SEBI he was Director General of Income Tax (Investigation) in Pune. Shri Pradhan will handle Market Intermediaries Regulation and Supervision Department, Alternative Investment Fund and Foreign Portfolio Investors Department, Information Technology Department, Office of Investor Assistance and

Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025 F. No. SEBI/LAD-NRO/GN/2025/281, dated 3rd December 2025, issued by SEBI In exercise of the powers conferred by section 30 read with section 11 and section 19 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999, Securities and

Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2025 F. No. SEBI/LAD-NRO/GN/2025/285, dated 3rd December 2025, issued SEBI In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, namely- 1. These regulations may be called the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2025. 2. They shall

Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 F. No. SEBI/LAD-NRO/GN/2025/282, dated 3rd December 2025, issued by SEBI In exercise of the powers conferred by section 30 read with clause (b) of sub-section (2) of section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, namely, - 1. These regulations may be called the

Review of Existing Position Limits for Trading Members in Equity Derivatives Segment Dated 4th December 2025, issued by SEBI 1. Objective: 1.1. SEBI, vide circular dated May 29, 2025, stipulated the client / entity level position limits for index options in terms of Futures Equivalent (FutEq) value of options contracts. The Trading Members (TMs) limits for index options, last stipulated vide circular dated October 15, 2024, are based on the notional value of the options contracts. As

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) (Second Amendment) Regulations, 2025 F. No. SEBI/LAD-NRO/GN/2025/284, dated 3rd December 2025, issued by SEBI In exercise of the powers conferred by sections 11, 11A and 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with sections 54 and 62 of the Companies Act, 2013 (18 of 2013) and

Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025 No.SEBI/LAD-NRO/GN/2025/279, dated 1st December 2025, issued by SEBI In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) of sub-section (2) of section 11 and subsections (1) and (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), and under Section 25 of the Depositories Act, 1996 (22 of 1996), the

Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025 No. SEBI/LAD-NRO/GN/2025/280, dated 1st December 2025, issued by SEBI In exercise of the powers conferred by sub-section (1) of Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations, to further amend the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, namely, - 1. These regulations may

Liberalised Remittance Scheme (LRS) - Submission of ‘LRS Daily Return’ by Authorised Dealers- Category -II Banks/ Entities and Full- Fledged Money Changers A.P. (DIR Series) Circular No.17, dated 3rd December 2025, issued by RBI Attention of Authorised Persons is invited to A. P. (DIR Series) Circular No. 16 dated September 06, 2024, in terms of which, Authorised Dealer (AD) Category-I banks are required to submit ‘LRS daily return’ (return code in CIMS:R010) on

Foreign Exchange Management (Export and Import of Currency) (Amendment) Regulations, 2025 No. FEMA 6 (R)/(4)/2025-RB, dated 28th November 2025, issued by RBI In exercise of the powers conferred by clause (ga) of sub-section (2) of Section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India makes the following amendments to the Foreign Exchange Management (Export and Import of Currency) Regulations, 2015 (Notification No. FEMA 6 (R)/RB-2015 dated December 29, 2015) (hereinafter referred to as

Companies (Specification of definition details) (Amendment) Rules, 2025 G.S.R. 880(E), dated 1st December 2025, issued by MCA In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Specification of definition details) Rules, 2014, namely:- 1. Short title and commencement.- (1) These rules may be called the Companies (Specification of definition details) (Amendment) Rules, 2025. (2) They shall come into

For an account to be maintained by an account holder, it is essential that he is in a position to operate the account by either depositing monies therein or by withdrawing money therefrom and to give effective instructions to his banker with whom the account is maintained. Once the account has been attached by an order of the Court it cannot be said that ingredients of section 138 are not fulfilled Negotiable Instruments Act, 1881 – Section 138 – Dishonour of

A power of attorney holder or authorised person can file complaint and pursue it on behalf of the principal and in the name of actual owner or person they represent and not in their personal name. But it is not permissible in law to file complaint in his personal capacity Negotiable Instruments Act, 1881 – Section 138 – Dishonour of cheque – Complaint – Complainant filing a complaint against petitioner in his individual name without any authorisation or power

The target-discount scheme of the respondent does not amount to discriminatory or exclusionary pricing in contravention of clauses (a) and (b) of sub-section (2) of section 4 Clause (a) of sub-section (2) of section 4 implies that an abuse arises only where a dominant enterprise directly or indirectly imposes unfair or discriminatory price in purchase or sale. As the words “unfair or discriminatory” import a comparative enquiry, it must first be established that transactions which are materially equivalent have been

For a pre-existing dispute to be a ground to nullify an application under section 9, the dispute raised must be truly existing at the time of filing a reply to notice of demand as contemplated by sub-section (2) of section 8 Where demand notice issued by the operational creditor to the corporate debtor and second demand notice was clearly a novated demand notice with particulars of debt and default and date of default being at variance from the first demand

While the issuance of show cause notice (‘SCN’) is mandatory upon formation of a prima facie opinion, it is not necessary after receiving response to the SCN to escalate the verification to the DG for investigation Sub-section (1) of section 29 makes it mandatory to issue an SCN on the appreciable adverse effect on competition (‘AAEC’) noted from the proposed combination to the parties and received their response. At the same time with the receipt of the response or modification

Where Adjudicating Authority has not directed any investigation under section 213 but has forwarded the copy of the order to the Ministry of Corporate Affairs (‘MCA’) for taking such steps as may be necessary, direction issued by the Adjudicating Authority cannot be read to mean any direction to MCA or any other statutory authorities to carry out the investigation The Adjudicating Authority, while exercising jurisdiction under section 9 of the Insolvency and Bankruptcy Code, 2016, also exercise jurisdiction of the NCLT

Operational creditors cannot file joint application if amount jointly exceeds Rs. one crore While Legislature permitted financial creditors to jointly file application for insolvency resolution process, it has not permitted operational creditors to do this in a scheme under sections 8 and 9. It is not correct to contend that application can be jointly filed by the operational creditors if amount jointly due on the corporate debtor exceeds Rs. one crore. Each workman/employee is a different operational creditor and is required

Sub-section (4) of section 36, which relates to liquidation process, cannot be deemed to be incorporated or available for the purpose of deciding a plea under the insolvency resolution process. Therefore, plea of exclusion of the provident fund from the scope of Chapter II of the Code will have to be considered independently of clause (iii) of sub-section (4) of section 36 It would be correct to say that the provisions of sub-section (4) of section 36, which fall under

Where the application under section 12A was filed before the constitution of the committee of creditors in accordance with the procedure laid down in IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Adjudicating Authority rightly held that the creditor has locus standi to file the application post the settlement and the application under section 12A filed by the insolvency resolution professional has a direct bearing on the interest of the creditor in relation to the corporate debtor Insolvency and

The criminal proceedings under section 138 of the Negotiable Instruments Act stand terminated in relation to the corporate debtor Insolvency and Bankruptcy Code, 2016 – Section 14 read with section 138 of Negotiable Instruments Act, 1881– Moratorium – Initiation of criminal proceedings for dishonour of cheque against corporate debtor – Criminal proceedings against corporate debtor – Is to be deferred till moratorium is lifted. When the corporate insolvency resolution process of the company is underway, the corporate debtor would be covered

Sub-section (1) of section 26 requires the Commission to form an opinion whether or not there exists a prima facie case for issuance of direction to the Director General to conduct an investigation. This section does not mention about issuance of any notice to any party before or at the time of formation of an opinion by the Commission on the basis of a reference or information received by it. Language of sub-section (4) of sections 3 and section 19

Where a conjoint reading of letter of authority, verifying affidavit and affidavit of evidence makes it clear that it has been categorically averred that the sole proprietor had duly authorised his manager to act on his behalf in view of the fact that he was in-charge of the firm and as such had personal knowledge of the facts of the matter, a peremptory quashing of the complaint case by the High Court on erroneous reasoning in exercise of its

FAQs on Combinations* [2025] 187 CLA (Mag.) 104 A. COMBINATION AND JURISDICTIONAL THRESHOLDS 1. Are all M&As required to be notified to the Commission ? Not every Merger and Acquisition (‘M&A’) activity requires notification to the Commission. As per section 6(2) of the Competition Act, 2002 (‘the Act’) only combinations require notification and approval of the Commission prior to their consummation, i.e., coming into effect even partially. 2. What is meant by a combination. M&As that meet either asset, turnover, or value of transaction thresholds

This proposal seeks for amendments in existing eligibility criteria to make PPIRP more inclusive, eventually enhancing its impact on MSME recovery and economic resilience.

In this article, the author deliberates and explains provisions of section 188 of the Companies Act, 2013 dealing with related party transactions and its applicability to a private company which is not a subsidiary of a public company.

In this article, the author discusses NCLT’s power to order buyback of shares by the company in a petition under section 241 of the Companies Act, 2013 against oppression and mismanagement.

FAQs on Issue of Capital and Disclosure Requirements, Regulations 2018 *1 [2025] 187 CLA (Mag.) 12 SECTION I Issues by Indian Companies in IndiaFAQs in this section are presented under following 13 broad headings : Different kinds of issues Types of offer documents Issue requirements Pricing of the issue Understanding book building Categories of Investors Investment in Public/Rights issues Intermediaries involved in the issue process Guide to understand an offer document SEBI’s role in an issue Other terms Additional information Convertible securities 1.

In this article, the author delves into Circular 20/2020 dated 5th May, 2020 issued in the wake of COVID-19 allowing companies to hold their AGMs in electronic mode and its successor Circular No.9 dated 19th September, 2024 allowing companies whose AGMs are due in the year 2024 or 2025 through electronic mode on or before 30th September, 2025. He has questioned the practice of issuing circular mechanically year after year when menace of pandemic has long vanished obviating the need

In this article, the author makes an attempt to apply the principles laid down by the Supreme Court in the context of the Maharashtra Stamp Act, 1958 so as to make people aware of its implication on the agreement to sell and its admissibility in evidence in court.

This article is intended to find out an answer to the question as to whether ESOPs or SARs are considered remuneration and should they be disclosed accordingly.

FAQs on LODR Regulations*1 [2025] 186 CLA (Mag.) 26 SECTION I FAQs on SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (‘LODR‘) dated 12th December, 2024 and SEBI Circular dated 31st December, 2024 on implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities Is it mandatory to disclose balance sheet and cash flow statements as part of financial results submitted under the format for Integrated Filing (Financial) ? Yes, in terms of regulation

In this article, the author delves into the question as to whether the requirement of independent director holding office for two consecutive terms could be circumvented by a director resigning before the expiry of his second term and getting appointed again. He is of the view that it would be substantial compliance with the provisions of the Companies Act, 2013 if the appointment of independent director is made by Board of directors and the appointment is approved by the company

The concept of corporate control is quite often discussed and debated in corporate law jurisprudence. Various authors have explored the interface between different aspects of a company and its control in the last few decades. This article makes a humble attempt to locate the dominance of control at times when companies are undergoing the process of merger.

In this article, the author examines threadbare the question as to whether an individual be appointed as managing director of two companies and be paid remuneration by both analysing the proviso of sub-section (3) of section 203 of the Companies Act, 2013.

In this article, the author delves into the legal provisions relating to the payment of dividend by listed companies.

In this article, the author delves into a question as to whether a director of a private/public company can assign his office analysing sub-section (2) of section 255 of the Companies Act, 1956 and sub-section (6) of section 152 of the Companies Act, 2013 as well as sub-section (6) of section 166.

This article highlights on unintended absurd effect of exemptions under clause (b) of sub-section (5) of section 184 of the Companies Act, 2013.

In this article, the author delves into the question as to whether a resolution notified can be dropped or withdrawn and whether a resolution passed can be rescinded. He states that there is no bar to rescinding or altering a resolution passed in one meeting in another meeting.

The author, while explaining rationale behind ensuring compliance with the legal requirements, delves into the provisions of section 441 of the Companies Act, 2013 dealing with compounding of offences and its consequences and further explains settlement mechanism for compounding of offences under the Securities and Exchange Board of India Act, 1992 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He concludes that in order to make the settlement mechanism dynamic and instant it should be made time bound and

This article critically analyses the impact of the Code, identifies key challenges, and suggests reforms to improve its efficiency, with a focus on how it can contribute to the success of Atma Nirbhar Bharat.

This article delves into an interesting question with regard to 'managing director', one of the key managerial personnel under the Companies Act, 2013 whether he can be in employment of the company. The author says that in his capacity as a managing director, he may be regarded as having not only the capacity as persona of a director but also the persona of an employee, or an agent depending upon the nature of his work and the terms of his

Comprehensive FAQs on SEBI (PIT) Regulations, 2015*1 [2025] 184 CLA (Mag.) 9 A. TRADING RELATED 1. Whether creation of pledge, invocation of pledge and revocation of pledge can be deemed as trading ? Answer Trading as defined under regulation 2(1)(l) means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly. The term trading is widely defined to include dealing in securities and intended to curb the activities based on unpublished price sensitive

Compliance officer – Status of – Compliance officer should be clothed with the requisite powers through appropriate Board resolutions. Otherwise, he is only a paper tiger.

Director Identification Number – Surrender by a person who is no longer a director – Directors Rules does not provide for surrender of DIN. Therefore, form has to be filed and if filed late the person concerned has to shell out Rs.5,000 every year, until his death, when automatically the DIN would stand cancelled.

Returns filed under Central Goods and Services Tax Act, 2017 – Can it be revised for removing discrepancies – The right to correct mistakes in the nature of clerical or arithmetic cannot be denied unless the mistake has been committed intentionally and with a view to evade the payment of the correct tax. Such unintended mistakes or errors should permitted to be corrected and should not be denied.

Interim moratorium – Would it apply to recovery of penalties – Interim moratorium contemplated under section 96 of the Code would not apply to levying of penalties or recovery thereof.

Non-executive directors and independent directors – Are they vicariously liable – Independent and non-executive directors of companies are never in-charge of the management of affairs of companies individually, their responsibility being collective and that too only in the meetings of the Board, the question that they are liable to penal consequences would never arise.

Returns filed under Central Goods and Services Tax Act, 2017 – Can it be revised for removing discrepancies – The right to correct mistakes in the nature of clerical or arithmetic cannot be denied unless the mistake has been committed intentionally and with a view to evade the payment of the correct tax. Such unintended mistakes or errors should permitted to be corrected and should not be denied.

AGM – Agenda item – Can it be withdrawn at the meeting – Question of the item being withdrawn at the meeting cannot and would not arise particularly if the voting electronically results in disapproval of the item slated for withdrawal from consideration at the physical meeting.

CIRP – Unsuccessful applicant thereof – Can it be an aggrieved person for filing appeal under the Code – Once a corporate insolvency resolution process is approved by the Adjudicating Authority, it ceases to be a right in personam and an unsuccessful applicant of a corporate resolution process could appeal against the order of the Adjudicating Authority approving a corporate resolution process.

Equity shares on conversion of loan into share capital – Does its issue require mandatory approval of the shareholders – As the conversion of loan into share capital is done pursuant to an agreement initiated by the company, the conversion would be deemed to be issue of share capital by the company and as such provisions of section 62 of the Act would be attracted and approval of the shareholders in general meeting has mandatorily to be taken for such

Settlement of debt - Can NCLAT directly approve settlement of debt before constitution of committee of creditors and after the Adjudicating Authority admitted application - The right to deal with debt including settlement thereof, vests with the committee of creditors and not with each member of the committee and the decision of the committee is approved by the Adjudicating Authority and none else including Appellate Tribunal.

Insolvency resolution – Collective entry in balance sheet on amount due to debtors – Would it amount to acknowledgement of debt for determining the maximum time by which recourse should be taken – It would be enough if the amount of the debt forms part of the amount shown in the balance sheet of a company prepared, audited by the statutory auditors of the company and adopted by the members of the company as required by the provisions of the

Insolvency resolution process – Returning of wrongful claim for re-submission by resolution professional – Can operational creditor agitate for settling his claim after the corporate resolution proposal is approved – In returning a wrongful claim for re-submission under the appropriate head, the resolution professional is not judging the claim but only advising for correct collation of the claim.

Appeal against order of NCLT - Is NCLAT competent to condone delays beyond 45 days in filing appeals - Even if there are adequate, plausible and genuine reasons, the NCLAT cannot condone the delay in filing the appeal beyond the expiry of 15 days from the expiry of thirty days from the date of the order.

Directions by Reserve Bank to Banks - Are they mandatory - Directions are mandatory ; however, it is open to Reserve Bank to give exemptions from all or any of the directions issued by it.

Circulars/Press notes issued by Government - Do they have statutory support - They have no statutory support and as such are not binding on anyone including on the public. But they would have only persuasive value. However, circulars issued by the CBDT on the provisions of Income-tax Act, 1961 are exception to general rule.

Insolvency resolution - Approval by Adjudicating Authority - Does it release guarantor from his obligations. When under an arrangement between the corporate debtor and his creditor, the creditor agrees to accept a part of the amount due in full and final settlement of the entire debt, to which the guarantor is not a party, he would be absolved of his obligations under the guarantee, and he will get protection under section 134 of the Contract Act.

NCLAT – Single Member Bench – Can Bench exercise its powers through one Member Bench–The powers of NCLAT vest in Benches comprising one Judicial Member and one Technical Member. As a corollary no Single Member of NCLAT can exercise his powers through one Member Bench.

Royalty - Is it a tax/contractual payment - Royalty is a contractual payment arising out of obtaining the right to extract minerals, as a result of which, the resources of the land gets depleted. But tax is paid as revenue for the Government.

Liquidator - Prior approval of the Adjudicating Authority before instituting proceedings - Any suit or other proceeding launched without such approval would not permanently abate but would get revived on receipt of such an approval.

TDS - Recovery from salary of employee on failure of employer to remit - In no case consequences of failure to deduct TDS or short deduction and payment will fall on the employee.