Eshwars

Authored by Lakshmi Narasimhan Srikrishna

SEBI had issued a circular dated 26^th June 2025 (Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93) (“Circular”) with respect to the ‘Industry Standards on Minimum Information’ to be provided for review of the audit committee and shareholders for approval of related party transactions (“RPT Industry Standards”).

In this regard, in our last month’s edition of All Things Listed (August 2025), we had covered the ‘Consultation Paper on Amendments To Provisions Relating To Related Party Transactions Under SEBI (LODR) Regulations, 2015 And Circulars Thereunder’ (“Consultation Paper”) dated 4^th August 2025 proposing amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and related circulars to ease compliance requirements for listed entities, particularly in relation to Related Party Transactions (“RPTs”).

Following the issuance of the said Circular and the Consultation Paper, the National Stock Exchange of India (“NSE”) has issued clarifications to the same by way of an FAQ document dated 4^th September 2025 (“FAQs”). Certain key takeaways from the FAQs are as follows:

1. The RPT Industry Standards replaces Section III-B of the Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities dated 11^th November 2024 (“Master Circular”) and comes into effect from 1^st September 2025 (“Effective Date”). In the event of any inconsistency between the RPT Industry Standards and any subsequent amendments to the LODR Regulations and/ or any SEBI circulars, such amendments/ circulars shall prevail.

2. While the RPT Industry Standards seek to provide a baseline for the provision of minimum information, the management may provide and the audit committees of listed entities shall be entitled to seek additional information as may be deemed necessary and reasonable to evaluate the proposed transaction.

3. If approvals for RPTs are required for transactions between a listed holding entity and its foreign subsidiaries, then the RPT Industry Standards shall be applicable at the level of the holding (listed) company.

4. While listed entities may have additionally restrictive approval requirements, the RPT Industry Standards do not apply where the cumulative RPTs for a listed entity with its related party during a financial year does not exceed Rs. 1 Crore. Therefore, a listed entity may enter into RPTs with a related party without adhering to the RPT Industry Standards till such time that the aggregate value of RPTs amount to Rs. 99,99,999/-.

5. If the audit committee of a listed entity rejects a proposal to enter into an RPT, then the reasons for the same along with comments, if any, are to be recorded in the minutes of the audit committee meeting. The audit committee may also choose to comment on the information provided by the management while seeking approval of the said RPT.

6. The certificate to be provided by the management to the audit committee (confirming that the terms of RPTs proposed to be entered into are in the interest of the listed entity) with the minimum information as set out by the RPT Industry Standards is to be signed by two individuals from and out of the following five persons: (i) Chief Executive Officer (CEO); (ii) Managing Director; (iii) Whole Time Director; (iv) Manager; and (v) Chief Financial Officer (CFO).

7. Any redactions while sharing the minimum information (as per RPT Industry Standards) to shareholders (following approval of the audit committee) require approval of the audit committee and the board of directors of the listed entity. The explanatory statement issued as part of the notice to shareholders seeking their approval are to contain a QR Code and a weblink to enable shareholders to access all supporting documents considered by the audit committee while approving the RPT.

Authored by Nithin Satheesh

ISK Advisors Private Limited (“Querist”), a SEBI-registered Category-I Merchant Banker, carries out management of public issues of securities, underwriting, corporate advisory and other activities as permitted by the SEBI (Merchant Banker) Regulations, 1992 (“Merchant Banker Regulations”). Further, ISK Equities Private Limited (“IEPL”), a wholly-owned subsidiary of the Querist, is a SEBI-registered Stock Broker since January 6, 2025.

The Querist had managed the Small and Medium Enterprises Initial Public Offerings (SME IPOs) of nine companies during the period from September 2020 to December 2024. The Querist proposed to acquire equity shares of certain companies whose public issues it had managed. Subsequent to the listing of such companies on the Stock Exchanges, the Querist neither rendered any professional services to, nor maintained any association or connection with, the said companies. Similarly, IEPL also proposed to acquire equity shares of Rajesh Power Services Limited (listed on December 2, 2024), whose public issue was managed by the Querist.

Pursuant to the above, the Querist sought clarification from SEBI under the Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 on the following queries:

1. Whether the Querist, being a Merchant Banker, is permitted to acquire shares of a body corporate whose public issue was managed by it, provided that it is neither a connected person nor in possession of any Unpublished Price Sensitive Information (“UPSI”) at the time of such acquisition, in terms of Regulation 26 of the Merchant Banker Regulations.

2. Whether IEPL is permitted to acquire shares of body corporates whose public issues were managed by the Querist, but in respect of which IEPL did not act, and is not acting, as a market maker?

3. Whether IEPL is permitted to acquire shares of Rajesh Power Services Limited in circumstances where it has not been appointed as a market maker?

In relation to the above queries, SEBI issued an informal guidance dated May 23, 2025, wherein it clarified as follows:

1. SEBI clarified that under Regulation 2(1)(d)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”), the Querist shall be considered a “connected person” in respect of bodies corporate whose public issues were managed by it during the last six months preceding the intended purchase, thereby qualifying as an “insider” in terms of Regulation 2(1)(g) of Insider Trading Regulations. Since the Querist was associated with Rajesh Power Services Ltd. in the capacity of a merchant banker during the six months prior to the proposed acquisition, it continues to be a “connected person”. Accordingly, the Querist is prohibited from acquiring securities of Rajesh Power Services Ltd. under Regulation 26 of Merchant Banker Regulations read with Regulation 2(1)(d) of Insider Trading Regulations. However, with respect to the other companies, as more than six months have elapsed from the date of their listing, the Querist may acquire the shares provided that it is not a connected person and does not possess any UPSI at the time of acquisition.

2. SEBI has emphasized that trading restrictions also extend to subsidiary companies. Under Regulation 2(1)(d)(ii)(b) of Insider Trading Regulations, a subsidiary company of a connected person is deemed to be a connected person, unless the contrary is established. Accordingly, being a wholly-owned subsidiary of the Querist, IEPL is also deemed to be a connected person of the bodies corporate whose public issues were managed by the Querist. Consequently, IEPL is subject to the same trading restrictions as those applicable to the Querist.

3. SEBI reiterated that Regulation 26 of Merchant Banker Regulations prohibits a merchant banker from executing transactions, either on its account or through its associates, in securities of body corporates on the basis of UPSI obtained during the course of any professional assignment.

4. SEBI clarified that in case the Querist undertakes acquisition of securities of any body corporate whose public issue is managed by it, the Querist would be required to submit complete particulars of such acquisition to SEBI within fifteen (15) days, in accordance with Regulation 27 of Merchant Banker Regulations.

Authored by Sethupathy Rathna Kumar

SEBI has issued a circular dated 29^th August 2025 (Circular No. SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/121) (“New Circular”) extending timelines and updating reporting authorities for compliance with its earlier circular on digital accessibility for persons with disabilities (Circular No. SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/111 dated 31st July 2025) (“Original Circular”). The Original Circular had mandated all regulated entities[1] (“REs”) to ensure compliance with accessibility requirements pursuant to the Rights of Persons with Disabilities Act, 2016 and allied rules.

In our last month’s edition of All Things Listed (August 2024), we had covered in detail, the compliances to be undertaken by REs for ensuring accessibility of all digital platforms operated by REs for persons with disabilities (“PwDs”). The New Circular now extends those timelines and modifies certain reporting requirements as outlined below.

Extension of Timelines
SEBI has considered representations received from REs and has granted extensions to the compliance deadlines as set out below:

S. No.	Compliance Requirement	Original Timeline	Extended Timeline
1	Submission of compliance/action taken report	Aug 30, 2025	Sept 30, 2025
2.	Submission of list of digital platforms	Aug 30, 2025	Dec 14, 2025
3.	Appointment of IAAP-certified accessibility professionals as auditor	Sept 14, 2025	Dec 14, 2025
4.	Conduct of accessibility audit of digital platforms	Oct 31, 2025	April 30, 2026
5.	Remediation of audit findings and ensuring compliance	Jan 31, 2026	July 31, 2026
6.	Annual accessibility audits and submission of final report	April 30, 2026	April 30, 2027

Update to Reporting Authority

The New Circular also modifies the reporting authority for Investment Advisers (“IAs”) and Research Analysts (“RAs”). Instead of BASL and SEBI, BSE Ltd. has been designated as the reporting authority for both IAs and RAs. The updated reporting authorities are:

S. No.	Regulated Entity	Reporting Authority
1	Stock Brokers / Depository Participants	Stock Exchanges / Depositories
2.	IAs and RAs	BSE Ltd
3.	Market Infrastructure Institutions (MIIs) and other REs	SEBI

Conclusion

The New Circular provides additional time for REs to align with accessibility standards and introduces clarity on the nodal reporting authority for IAs and RAs. By extending the timelines and streamlining compliance reporting, SEBI seeks to ensure effective implementation of digital accessibility obligations while balancing operational challenges faced by REs.

[1] “Regulated Entity or RE” refers to SEBI registered/ recognised intermediaries (for example stockbrokers, mutual funds, KYC Registration Agencies, QRTAs, etc.) and Market Infrastructure Institutions (Stock Exchanges, Depositories and Clearing Corporations) regulated by SEBI.

Authored by Anish V

In a move to improve ease of doing business, the Securities and Exchange Board of India (“SEBI”) has amended the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) on the 9^th of September, 2025. The Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025 (“Amendment”) through which the AIF Regulations were amended, primarily focusses on enhancing risk reduction and providing operational clarity to ‘Angel Funds’ (as defined under the AIF Regulations). The Amendment contains changes to two important aspects covered by the AIF Regulations, i.e., regulating co-investments, and modifications to provisions regarding Angel Funds. In this regard, SEBI has issued a circular titled ‘Revised regulatory framework for Angel Funds under AIF Regulations’ (“Circular”) setting out specific conditions and modalities with respect to various modifications contained in the Amendment.

While the Amendment introduces modifications on numerous aspects, the Circular, specifically addresses three facets of the amended provisions: (i) raising of funds; (ii) investments; and (iii) offer and allocation of investment opportunities.

Raising of Funds

1. Pursuant to amendments in Regulations 19A(1), 19A(2) and 19D(1) of the AIF Regulations, only persons qualifying as ‘Accredited Investors’ under Regulation 2(1)(ab) of the AIF Regulations (apart from KMPs / managers of Angel Funds) are permitted to invest in Angel Funds. Accordingly, the Circular clarifies that Angel Funds registered after this Circular may on-board and offer investment opportunities solely to ‘Accredited Investors’.

2. For Angel Funds already registered with SEBI, the Circular provides a deadline of 8 September 2026, to implement this mandate, subject to the restriction that no more than 200 (Two Hundred) non-accredited investors may be on-boarded during this period. Existing investors shall continue under the terms of the Private Placement Memorandum and/ or the fund documents. Further, the manager of the Angel Fund is obligated to ensure, at the time of on-boarding, that each investor is an ‘Accredited Investor’ at the time of contribution.

3. Newly inserted sub-regulations (6) and (7) of Regulation 19D of the AIF Regulations mandate Angel Funds to on-board a minimum of five Accredited Investors prior to declaring first close. The Circular further prescribes that the first close shall be declared by an Angel Fund within 12 months from the date of filing the Private Placement Memorandum (“PPM”) with SEBI. Existing Angel Funds yet to declare their first close shall do so on or before 8 September 2026.

Investments

1. Amended Regulation 19E prohibits Angel Funds from launching schemes for soliciting funds or making investments. The Circular specifies that all investments shall be made directly from the Fund, and there is no requirement of launching separate schemes for investing. Accordingly, provisions earlier applicable at the scheme level shall now apply at the Fund level, unless otherwise stated. The requirement of filing of term sheets with SEBI has been dispensed with, though Angel Funds are obligated to maintain the term sheets and detailed records, including investor lists and their contributions.

2. Follow-on investments under Regulation 19F (1) (in investee entities which are no longer start-ups) are permitted subject to the following conditions prescribed by the Circular: (i) post-issue shareholding percentage of the Angel Fund shall not exceed pre-issue shareholding percentage; (ii) total investment, including additional investment, shall not exceed ₹25,00,00,000/- (INR Twenty-Five Crores Only); and (iii) additional contributions may only be drawn from investors who participated in the initial round, on a pro-rata basis. If any investor opts out, their portion may be offered to other participating investors, who participated in the initial round.

3. Regulation 19F (3) prescribes a lock-in for the investments by an Angel Fund in investee companies. The Circular specifies a lock-in period of 1 (one) year, which will be reduced to 6 (six) months in case of exit of the investment by sale to a third party. Further, in line with Regulation 19F (7), Angel Funds may invest in companies incorporated outside India, subject to RBI and other SEBI guidelines.

Offer and Allocation of Investment Opportunities

1. Regulation 14G (4) requires disclosure, in the PPM, of a defined methodology for allocation of investment opportunities. The Circular mandates that managers strictly adhere to such methodology, and they shall have no discretion on a case-to-case basis. Existing Angel Funds must incorporate the methodology in their PPM, and all allocations made on or after 15 October 2025 shall follow the methodology so disclosed.

2. Regulation 19G (6) provides that investors shall have rights in investments and distributions on a pro-rata basis to their contribution, subject to SEBI’s specifications. The Circular clarifies that this pro-rata requirement does not apply to arrangements where returns or profits are shared by an investor with the manager, sponsor, or their affiliates.

In a significant step towards inclusion in the securities market, SEBI has issued a circular titled ‘Rights of Persons with Disabilities Act, 2016 and Rules made thereunder – Mandatory Compliance by all Regulated Entities’ (“Circular”) dated 31st July 2025 (SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/111) mandating accessibility of all digital platforms operated by SEBI regulated entities (“REs”) for persons with disabilities (“PwDs”). The move follows the Hon’ble Supreme Court’s judgment in Pragya Prasun and Ors. v. Union of India and Ors. and Amar Jain v. Union of India and Ors. (April 30, 2025), which held that the right to digital access is intrinsic to the right to life and personal liberty. The Circular sets out the following compliance measures:

1.Scope and Applicability: The circular applies to all REs, including stock exchanges, depositories, clearing corporations, stockbrokers, mutual funds, portfolio managers and other SEBI-registered intermediaries. All digital platforms (websites, mobile apps, portals, etc.) must comply with the Rights of Persons with Disabilities Act, 2016, associated rules and standards such as Web Content Accessibility Guidelines (WCAG) 2.1, Guidelines for Indian Government Websites (GIGW) and IS 17802: Indian Standards on Accessibility Requirements for Information and Communication Technology Products and Services.;

2.Institutional Arrangements: REs must designate a senior ‘Nodal Officer’ who shall be responsible for digital accessibility compliance, establish an accessibility grievance redressal mechanism and ensure annual compliance reporting to the relevant authority.

3.Mandatory Features: Digital platforms must include Indian Sign Language (ISL) videos, closed captioning, descriptive audio, and alt text for images. Documents must follow accessible PDF standards (tagging, headings, logical reading order).

4.Inclusive Onboarding: e-KYC, digital KYC, and video KYC processes must offer alternative methods such as human-assisted verification, voice-assisted KYC and document uploads. REs must have safeguards against automated rejection of applications from PwDs without human review.

5.Audits and Remediation: SEBI has given the following time-bound compliance roadmap to ensure accessibility is achieved.

Within 1 month: Submit a list of digital platforms and a compliance/ action-taken report.
Within 45 days: Appoint IAAP-certified accessibility auditors.
Within 3 months: Conduct a full accessibility audit.
Within 6 months: Remediate audit findings and achieve compliance.
Annual accessibility audits and usability testing by PwDs are mandatory thereafter.

6.Procurement and Technical Compliance: All newly developed or procured digital solutions, including SaaS products must comply with accessibility standards. Request for Proposals (RFPs) and procurement contracts must include accessibility as an evaluation criterion.

Conclusion

This circular is a step towards a more digitally accessible securities market for PwDs as it mandates defined timelines, certified audits, and ‘accessibility by design’ principles. It embeds inclusivity into market infrastructure and requires REs to invest in technology, training, and process redesigns to meet these obligations, ultimately fostering a more equitable financial ecosystem.

SEBI has issued a consultation paper titled ‘Consultation Paper on Amendments To Provisions Relating To Related Party Transactions Under SEBI (LODR) Regulations, 2015 And Circulars Thereunder’ (“Consultation Paper”) dated 4^th August 2025 proposing amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and related circulars to ease compliance requirements for listed entities, particularly in relation to Related Party Transactions (“RPTs”). The proposal is based on the recommendations of the Advisory Committee on Listing Obligations and Disclosures (ACLOD) and internal SEBI deliberations.

Key proposals include:

1. Scale-based Thresholds for Material RPTs:

Current rule: RPTs are ‘material’ if the value if the transaction exceeds ₹1,000 crore or 10% of consolidated turnover, whichever is lower.

Proposed: Scale-based system based on the turnover of the listed entity:

Annual Consolidated Turnover	Proposed Threshold
Up to ₹20,000 crore	10% of turnover
₹20,001 – 40,000 crore	₹2,000 crore + 5% of turnover above ₹20,000 crore
Above ₹40,000 crore	₹3,000 crore + 2.5% of turnover above ₹40,000 crore, capped at ₹5,000 crore

Aim: This approach would ensure that the increase in materiality threshold is proportionate to increase in turnover of the listed entity thereby ensuring appropriate number of RPT being categorised as material and thus reducing compliance for listed entities with larger turnover.
(The proposed threshold was back tested with RPT data for the FYs 2023-24 and 2024-25 of top 100 listed entities on NSE based on turnover which showed 60% fewer RPTs would require shareholder approval.)

2.Harmonised Thresholds for Subsidiaries:

The consultation paper proposes to address the issue where a transaction undertaken by a subsidiary (where the subsidiary of a listed entity is a party, but the listed entity is not a party)

may exceed the material RPT threshold for the listed entity but not the 10% standalone turnover threshold for the subsidiary.

It is proposed to harmonise the approval requirements under Regulation 23 (2) with the proposed scale-based thresholds in Regulation 23 (1) as follows:

A. For subsidiaries with audited financial statements for at least one year:
In the event of RPT being above ₹1 crore, prior approval of the Audit Committee of a listed entity would be required if the transaction value exceeds the lower of:

– 10% of the subsidiary’s standalone turnover (based on the last audited financials), or
– The listed entity’s applicable scale-based materiality threshold.

B. For subsidiaries without at least one year’s audited financial statements:

The consultation paper proposes using 10% of the subsidiary’s standalone net worth (or, in cases of negative net worth, the aggregate of paid-up share capital and securities premium)

as one of the thresholds, alongside the listed entity’s scale-based threshold, with the lower of the two applying. Both calculations would be based on figures certified by a practicing chartered accountant, dated not more than 3 months before approval is sought.

This change is intended to ensure consistent oversight for significant transactions by subsidiaries, regardless of whether they meet the subsidiary specific turnover test and to maintain parity between subsidiaries with and without financial track records.

3.Relaxation in Minimum Information Disclosures:

A. The Consultation Paper proposes to enhance the current ₹1 crore exemption threshold for applicability of detailed RPT Industry Standards (as per Master Circular and SEBI’s 26th June 2025 circular – SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93).

B. Under the proposal, where the value of RPT(s) (whether individually or aggregated in a financial year) does not exceed 1% of the annual consolidated turnover or ₹10 crore, whichever is lower, the paper proposes that set of disclosures may be limited and has suggested a format in Annexure-1 to the draft circular provided in the Consultation Paper (in Pg. No.30).

C. This reduced disclosure format would require fewer disclosures than the RPT Industry Standards (which requires an exhaustive list of disclosures). It is however proposed to retain the ₹1 crore absolute exemption (as specified in Para 1. (3) (c) of the RPT Industry Standards) for very small transactions where there are no disclosure requirements. Thus, the Consultation Paper proposes respective amendments to Paragraph 4 under Part A and Paragraph 6 under Part B of Section III-B of the Master Circular.

4.Validity of Shareholder Omnibus Approvals::

A. The Consultation Paper proposes to formally incorporate into Regulation 23 (4) of the LODR, the existing provision on validity of shareholder omnibus approvals for RPTs provided under the Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities (“Master Circular”) dated November 11, 2024 (SEBI/HO/CFD/PoD2/CIR/P/0155).

B. Specifically, omnibus approvals obtained in an annual general meeting (“AGM”) would be valid until the date of the next AGM (subject to a maximum of 15 months, taking into consideration potential extensions of time which may be sought for by companies under Section 96 of the Companies Act, 2013), while omnibus approvals granted in any other general meeting would be valid for up to one year.

C. This amendment is intended to align the LODR Regulation text with that of the Master Circular and ensure clarity for listed entities and shareholders.

5. Clarifications to Applicability of RPT Provisions:

The Consultation Paper proposes two clarifications regarding applicability of RPT provisions under LODR Regulations:

(i) Amendment to definition of ‘related party transaction’:Proposed modification to proviso (e) of Regulation 2 (1) (zc) of LODR Regulation to align with the definition of ‘related party’ by replacing “employees” with “directors or key managerial personnel(s) of the listed entity or its subsidiary, or their relatives” for the purpose of exempting certain retail purchases from being treated as RPTs.

(ii) Scope of exemption under Regulation 23 (5): Proposed to add an explanation under Regulation 23 (5) clarifying that the exemptions for transactions between a holding company and its wholly owned subsidiary apply only where the holding company is a listed company, and that the subsidiary’s accounts are consolidated with those of the listed holding company and presented to its shareholders.

Through these proposals, SEBI aims to streamline RPT compliance, introduce proportional thresholds, ease disclosure requirements for relatively low-value transactions, and remove ambiguities in interpretation. If implemented, the changes would reduce compliance burden particularly for large-cap companies while maintaining governance safeguards and ensuring that significant transactions continue to receive appropriate oversight from audit committees and shareholders.

The Securities and Exchange Board of India (“SEBI”) has issued a consultation paper proposing certain amendments to the regulatory framework governing Large Value Funds (“LVFs”) for Accredited Investors (“AIs”) under the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) dated 8^th August, 2025 (“Consultation Paper”). The primary objective of this Consultation Paper is to invite public comments and suggestions on certain proposed changes, relevant modifications to other related provisions and the position of investors under such a regime.

Current Framework

Presently, LVFs may be structured either as a scheme of an AIF (or as an AIF in itself) and in order to be eligible to make such investment in an LVF, each investor is: (i) required to commit a minimum investment of ₹70 crores and (ii) required to be an AI. SEBI has proposed a reduction of this minimum investment threshold citing that the existing limit is excessive and restricts participation by several potential investors (including institutional investors who are often constrained by internal policies relating to risk diversification across AIF products). The restrictions in place also pose a difficulty for the domestic investors to compete against the foreign players who typically have substantially higher financial support.

While the AIF Regulations prescribes a ₹70 crore minimum investment threshold for AIs to take part in LVFs, the SEBI (Portfolio Management) Regulations, 2020 (“PM Regulations”) prescribes a lower minimum investment requirement of ₹10 crores, which leads to inconsistency.

Further, SEBI also notes that while insurance companies constitute a significant part of domestic investors, the Insurance Regulatory and Development Authority of India (“IRDAI”) imposes stringent exposure caps on investments by such insurance companies in AIFs/ VC funds (3% of the fund in the case of life insurance companies and 5% of assets in the case of general insurance companies). Consequently, a reduction in the minimum investment threshold would enable broader participation by institutional investors, including insurance companies thereby strengthening the domestic capital base of AIFs.

New proposals

In light of the above, the Consultation Paper has set forth the following proposals:

Proposal 1: To enhance capital inflows into AIFs and provide domestic investors with a competitive hand against foreign investors, SEBI has proposed to reduce the minimum investment threshold in LVFs from ₹70 crores to ₹25 crores and to make corresponding amendments to the PMS Regulations to align the overall regulatory framework.

Proposal 2: Regulation 4 (g) (i) of the AIF Regulations presently requires the ‘key investment team’ of the AIF Manager to include at least one individual holding a relevant certification from the National Institute of Securities Markets (“NISM”). Since all investors in LVF schemes are AIs (who are generally considered capable of conducting independent due diligence including assessment of the credentials of the AIF Manager), SEBI has proposed to dispense with the requirement of relevant NISM certification for Managers of AIFs operating exclusively as LVFs.

Proposal 3: AIFs are presently mandated to adhere to a prescribed template for their Private Placement Memorandum (“PPM”) and to undergo an annual audit of PPM compliance. An exemption from these requirements currently exists for AIFs or schemes where: (i) each investor commits to a minimum of ₹70 crores; and (ii) each investor provides a waiver to that effect. With the proposed reduction in the minimum commitment to ₹25 crores, this exemption is noted to become obsolete with respect to LVFs. However, considering that all LVF investors are AIs with access to professional advisory support, it is proposed that LVFs be exempted from adherence to the PPM template and also from the annual PPM audit requirement.

Proposal 4: Regulation 20 (8) of the AIF Regulations imposes responsibility on the members of the Investment Committee (‘ICOM’) appointed by the Manager of an AIF, to ensure compliance with internal policies and procedures. At present, AIFs or schemes in which: (i) each investor commits at least ₹70 crores; and (ii) each investor provides a waiver against the application of Regulation 20(8), exempts the ICOM from responsibility cast by this Regulation 20(8). In view of the proposed reduction in the minimum commitment threshold for LVFs and the reasoning provided for the previous proposals (citing AIs’ access to due diligence and professional advisory support), SEBI has proposed to exempt members of the ICOM of LVFs from the requirement of Regulation 20(8) and from the condition of obtaining waivers from investors.

Proposal 5: The existing framework limits the number of investors in an AIF scheme to 1,000. Given that LVFs cater exclusively to AIs (who generally make substantial minimum commitments), SEBI has noted that there is no relevance for such a cap to exist and has accordingly proposed to remove the restriction on the number of investors in LVFs.

Proposal 6: To ensure that the benefits of the proposed framework are fully realized, SEBI has proposed to provide an option to allow existing AIF schemes (which meet the eligibility criteria of LVFs) to transition into LVF schemes.

Conclusion

The proposals in the Consultation Paper aim to make the framework for LVFs more practical and accessible by lowering thresholds for investors, especially domestic and institutional investors. The proposed changes are intended to encourage greater participation, simplify compliance, and strengthen the flow of capital into AIFs, thereby supporting the growth of the domestic investment ecosystem.

In order to facilitate ease of doing business for the Investment Advisors (“IAs”) and Research Analysts (“RAs”), SEBI has, through a consultation paper dated August 7, 2025 sought comments on proposed amendments to the SEBI (Investment Advisers) Regulations, 2013 (“IA Regulations”) and the SEBI (Research Analysts) Regulations, 2014 (“RA Regulations”).

Following SEBI’s notification of certain amendments to the IA Regulations and the RA Regulations in December 2024, Industry Associations of IAs and RAs have made representations to the SEBI to introduce additional measures which are reflected in the present consultation paper. A concise reference setting out the status quo, perceived difficulties, representations made and SEBI’s proposals addressing such representations is given below:

S.No	Current Scenario	Difficulties	Representations from IAs/ RAs	SEBI’s Proposal under the Consultation Paper
1	IAs/RAs are restricted from sharing data on past performance prior to implementation and operationalization of the ‘Past Risk and Return Verification Agency’ (“PaRRVA”).	This restriction limits the ability of IAs/ RAs to showcase their historical track record and deprives clients of useful data while also disregarding past performance of IAs/RAs.	IAs/RAs should be permitted to provide certified past performance data relating to the period before implementation of PaRRVA to be shared with clients on request and with disclaimers.	IAs/RAs will be permitted to provide past performance data, provided that the data is: (i)Certified by ICAI/ICSI/ICMAI member; (ii)Shared privately with clients upon request; and (iii)Provided along with a prescribed, mandatory disclaimer. The above permission is only in relation to past, prior to implementation of PaRRVA. After a period of 2 years from PaRRVA’s establishment, only PaRRVA-verified data shall be provided to clients.
2	IAs cannot consider assets under pre-distribution agreements as a portion of Assets under Advice (“AUA”) due to which IAs cannot charge fees under the AUA mode.	IAs are restricted from providing and clients are restricted from seeking second opinions for assets under pre-distribution agreements, as fees for the same cannot be charged under AUA mode.	The IAs should be permitted to charge up to 2.5% AUA-based fee for second opinion on such assets.	It is proposed to allow IAs to charge clients for second opinions on assets under pre-distribution agreements as if such assets are covered as AUA, provided that: (i) IAs disclose and seek consent annually from the client acknowledging additional costs for such advice/ second opinions (in addition to the fee payable under the pre-distribution agreement); and (ii) the fee cap of 2.5% pertaining to such assets is maintained.
3	Individual IAs must corporatize within 3 months of crossing client/fee thresholds i.e., either 300 clients or ₹ 3 crores in a financial year (while adhering to restrictions on such client/fee thresholds pending completion of corporatization and grant of Non-Individual IA registration).	The timeline provided for corporatization is limited and restrictions relating to client/fee thresholds during the transition is onerous.	The timeline for the process of corporatization to be extended and IAs should be allowed to exceed the thresholds during the transition.	It is proposed to modify the process as follows: The IAs shall notify Investment Advisers Administration and Supervisory Body (“IAASB”) immediately upon crossing applicable client/fee threshold; Timeline of 3 months provided to apply for in-principle approval and a further time period of 3 months post the in-principle approval to complete transition; IAs will be permitted to onboard new clients and collect fees exceeding the threshold during the transition.
4	In an application for registration as an IA/RA, the proof of address of various persons, such as directors/partners/ beneficial owners etc. are required.	The services of an IA/RA do not warrant for significant physical infrastructure as services are provided largely through online means.	The requirement to submit proof of address for such persons to be removed.	To simplify the application process, the requirement of addresses of multiple persons is proposed to be done away with. However, address details are to be provided on declaration basis to the Administration and Supervisory Board (ASB) during the application for registration.
5	In an application for registration as an IA/RA, detailed information of infrastructure of the IA/RA are required.	The services of an IA/RA do not warrant for significant physical infrastructure as services are provided largely through online means.	The requirement to provide infrastructure details in an application to be removed.	The requirement to provide infrastructure detail is proposed to be removed. However, a declaration affirming that the IA/RA possess necessary infrastructure to effectively discharge their duties is to be provided.
6	In an application for registration as an IA/RA, CIBIL credit report is required.	The submission of the CIBIL credit report is redundant as the IAASB/SEBI already has access and checks several databases (including CIBIL) to ascertain the fit and proper status of the applicant.	The requirement to submit CIBIL report is to be removed.	The requirement to provide CIBIL report is proposed to be removed as this is already implemented through fit-and-proper checks using existing databases and declarations.
7	Net worth, asset-liability details of IAs/ RAs and ITR/Form 16 are requirements in applications.	The requirement is no longer relevant as there exists no net worth threshold for such application.	Requirement to be removed especially in light of an earlier amendment requiring maintenance of a deposit with lien marked to the ASB.	Requirement to submit details of net worth/ assets and liabilities/ income tax returns/ Form 16 is proposed to be removed.
8	Graduation required in specified fields for IA/RA registration.	Excludes capable candidates from other disciplines.	Allow graduates in any discipline with relevant certification; NISM may accredit equivalent programs.	Accept graduates in any field with NISM/external accredited certification, or relevant NISM PG programs (some exempt from NISM exams).

Regulatory Context

Under Regulation 16 (1) (c) and Regulation 24 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the determination of a subsidiary as a ‘Material Subsidiary’ is based on the turnover or net worth of the listed entity as per audited figures for the immediately preceding accounting year.

Interim Performance and Emerging Questions

However, in certain cases, listed entities have observed that their subsidiaries have performed exceedingly well mid-year, leading them to appear to qualify as Material Subsidiaries before year-end.

This raises an important question: in the interest of transparency and disclosure, should listed entities determine and disclose such a change in the nature of their subsidiaries as ‘Material Subsidiaries’ immediately upon such qualification?

Interpreting the phrase ‘Immediately Preceding Accounting Year’

The phrase ‘immediately preceding accounting year’ in the aforementioned regulations clearly indicates that materiality should be determined with reference to audited financial statements of the previous financial year.

The SEBI LODR deliberately seeks to tie the test of materiality of a subsidiary of a listed entity to the figures contained in the audited financial statements of the listed entity as it pertains to the previous completed financial year – providing an objective and fixed measure to anchor the test of materiality on.

This approach ensures that such determination of materiality is based on consistent, objective, audited figures, providing clarity and predictability.

Avoiding Complexity in Compliance

Periodic assessment based on unaudited or interim figures would introduce additional complexity and potential inconsistency into the compliance process. Furthermore, such periodic assessment increases the risk of inadvertent errors or misleading disclosures that could arise from relying on unaudited or changing financial data.

Moreover, such assessments could change the nature of the obligation under Regulation 16 (1) (c) and Regulation 24 (1) from an annual compliance exercise into a continual in-year re-assessment requiring compliance – which is not intended under the SEBI LODR.

It is important to note that there is no obligation to re-assess the materiality of a subsidiary during the course of the financial year based on interim or unaudited financials under SEBI LODR. Interim figures are subject to change upon finalization of the audited accounts and using them for materiality assessment could result in uncertainty.

Company Policies and Voluntary Assessment

However, if the listed entity’s policy for determining material subsidiaries, includes quarterly assessments or any other periodic evaluation, such assessments can be followed, and changes identified and appropriately documented.

Conclusion

Therefore, the formal classification of a subsidiary as a ‘Material Subsidiary’ should ordinarily be made at the end of the financial year, based strictly on the audited financial statements.

This approach ensures a consistent, predictable, and transparent framework for compliance aligned with SEBI’s intent.

SEBI through its notification dated 11^th March 2025 (reference number: SEBI/LAD-NRO/GN/2025/235) has significantly amended the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), broadening the definition of Unpublished Price Sensitive Information (“UPSI”) and refining rules for trading window closure – steps aimed at strengthening India’s insider trading compliance framework.

Why this matters

SEBI’s amendments expand the scope of what must be treated as UPSI, tighten controls on disclosures, and impose clearer obligations on listed companies to maintain governance and investor confidence.

Key Amendments to UPSI Definition

The definition of UPSI under Regulation 2 (1) (n) of PIT Regulations has been expanded to include the following new items:

1. Changes in Key Managerial Personnel: Changes in KMP(excluding superannuation, end of term, or resignation), in key managerial positions;

2. Change in Ratings: Any change in the listed entity’s ratings, excluding ESG (Environmental, Social, and Governance) ratings;

3. Fundraising Plans: Any proposals relating to fundraising that the listed entity intends to undertake;

4. Material Agreements: Any agreement which may influence the management or control of the listed entity;

5. Fraud, Defaults, or Arrests: Instances or fraud, defaults or arrests involving the listed entity, its promoters, directors, key managerial personnel, subsidiaries, or arrests of key individuals (whether within India or abroad);

6. Resolution Plans/ Restructuring: Any resolution plans, restructuring, or one-time settlements related to loans or borrowings from banks or financial institutions relating to the listed entity;

7. Corporate Insolvency: Corporate Insolvency proceedings, including admission of a winding-up petition, or the initiation of the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016;

8.Forensic Audits: The initiation of forensic audits for detecting misstatements, misappropriation of funds, or diversion of listed entity’s resources, and the receipt of the final audit report;

9. Regulatory Actions: Actions or orders passed by regulatory, enforcement, or judicial bodies (whether in India or abroad) against the listed entity or its key personnel;

10. Litigation Outcomes: Outcomes of any litigation or dispute that may have an impact on the listed entity;

11. Guarantees and Indemnities: The provision of guarantees, indemnities, or surety by the listed entity, for any third-party obligations, if not in the ordinary course of business;

12. Suspension of Key Licenses: The granting, withdrawal, cancellation, or suspension of any key licenses or regulatory approvals;

[Explanation 2 to Regulation 2 (1) (n) clarifies that listed entities shall identify the events which qualify as ‘UPSI’ based on the materiality guidelines/ materiality as specified under paragraphs A and B of Part A of Schedule III of the SEBI LODR Regulations.]

Changes to trading window closure

The amendments also revise the rules for closure of the trading window under Clause 4 (1) of Schedule B of the PIT Regulations. Notably, exceptions may apply when UPSI originates externally, allowing the Compliance Officer to determine if Designated Persons are unlikely to possess such UPSI.

Regulation 3 (5) has also been amended to require that any UPSI received from outside the listed entity be also recorded into its structured digital database within 2 (two) calendar days of such receipt.

Actions for Listed Entities

With the revised definition of UPSI, listed entities must promptly update their insider trading policies and fair disclosure codes to incorporate the newly included items. Entities should also implement procedures for handling UPSI received from outside the organisation, including ensuring timely recording in the structured digital database. Additionally, companies should conduct staff training on the updated compliance obligations and review internal controls around trading window management.

International Parallels: SEBI’s expansion of the UPSI definition and the new requirements for recording external UPSI align Indian regulations with global best practices. For instance, the EU’s Market Abuse Regulation (MAR) mandates broad insider lists and disclosure of all price-sensitive information, while the US enforces strict controls over material non-public information (MNPI) under SEC Rule 10b5-1. Similarly, markets like the UK, Australia, and Singapore require prompt disclosure of inside information and robust internal controls to track its flow. By adopting these amendments, SEBI is reinforcing transparency standards comparable to those in major global markets, aiming to bolster investor confidence and regulatory consistency.

The regulatory context:

One frequently encountered compliance question in corporate governance practice is whether a listed company’s loan to its wholly owned subsidiary requires prior Audit Committee or shareholder approval under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

Definitional clarity: Under Regulation 2 (zc) of the SEBI LODR, any loan advanced by a listed entity to its WOS qualifies as a related party transaction as it constitutes a “transfer of resources” between the listed entity and a related party. As per Regulation 2 (zb) of SEBI LODR, both the listed entity and its WOS are related parties.

Regulatory exemption: The need for prior approval must be seen in light of Regulation 23 (5) (b) of SEBI LODR. This provision carves out an important exemption for transactions between a holding company and its WOS, from the requirement of prior approvals of the Audit Committee and shareholders, provided the following two conditions are met:

1. The accounts of the WOS are consolidated with the holding company; and

2. The consolidated financial statements are placed before the shareholders at the general meeting for approval.

Disclosure obligations remain: Even though prior approvals are not required in such cases, the compliance responsibility does not end there. The transaction must still be disclosed to the stock exchanges and published on the website of the listed entity in accordance with Regulation 23 (9) of SEBI LODR.

Governance takeaway: The regulations offer a balanced approach – while prior approvals are not needed for such transactions with wholly owned subsidiaries, disclosure is still required to maintain transparency and good governance. Ultimately, these provisions reflect SEBI’s intent to balance ease of intra-group funding with the need for transparency, reinforcing investor confidence in the governance practices of listed companies.

In a continued push for transparency and good governance, SEBI has issued a circular dated 26^th June, 2025 (SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93), titled “Industry Standards on Minimum Information to be Provided to the Audit Committee and Shareholders for Approval of Related Party Transactions” which will come into effect from 1^st September, 2025.

This circular modifies Section III-B of SEBI’s Master Circular for compliance with provisions of SEBI LODR Regulations by listed entities (“Master Circular”) dated November 11, 2024 (SEBI/HO/CFD/PoD2/CIR/P/0155). The modification pertains to revisions made to the “Minimum information to be provided for Review of the Audit Committee and Shareholders for Approval of Related Party Transaction” (“RPT Industry Standards”). These RPT Industry Standards have been formulated by the Industry Standards Forum (ISF) (comprising ASSOCHAM, CII, and FICCI) in consultation with SEBI and the stock exchanges.

1. Uniform Disclosure Framework: The circular mandates listed entities to comply with revised RPT Industry Standards for information to be placed before Audit Committees and shareholders for the approval of Related Party Transactions (“RPTs”).

2. Amendment to Master Circular: The circular substitutes Paragraph 4 of Part A (Audit Committee) and Paragraph 6 of Part B (Shareholders) under Section III-B of the Master Circular and requires listed entities to follow the newly notified RPT Industry Standards while seeking approvals for RPTs.

3. Objective: The objective of the RPT Industry Standards is to bring uniformity and clarity in RPT related disclosures to be made by the management to the Audit Committee/ shareholders to ensure that such decision-makers (both the Audit Committee/ Board of Directors and/ or the shareholders) are equipped with the appropriate information to make an informed decision.

Detailed Disclosure Requirements under the Industry Standards

The newly published Industry Standards include structured disclosure templates (Parts A, B, and C) that specify the minimum fields required for Audit Committee and shareholder approvals. These fields vary depending on the type of transaction—such as loans, guarantees, investments, or royalty payments— and aim to ensure uniform, comprehensive disclosures.

For example:

– Justification of pricing or terms, including peer comparisons or third-party valuation reports, if applicable.

– Related-party credit ratings or security details in the case of loans/guarantees.

– Details on payment milestones, security cover, and usage of proceeds.

– Specific requirements for explaining material modifications to existing RPTs.

Shareholder notices for material RPTs must now replicate the minimum information shared with Audit Committees, ensuring consistent transparency. This includes annexing valuation reports, fairness opinions, or any external expert assessments relied upon for pricing or terms.

4. Publication of the standards: The participating industry associations (ASSOCHAM, CII, and FICCI) and stock exchanges have been directed to publish the RPT Industry Standards on their websites and have also been instructed to prepare FAQs in consultation with SEBI to address stakeholder queries.

5. Actions required by Listed Entities: Listed Entities must update their reporting formats and Board/Audit Committee notes in accordance with the revised format and ensure consistency in all shareholder communications, particularly when seeking approval for material RPTs.

Editorial Comment

SEBI’s latest circular is part of a broader regulatory shift to improve transparency, comparability, and investor protection in RPT approvals. By prescribing a standardised, detailed disclosure format, SEBI aims to reduce inconsistencies in the information provided to decision-making bodies. Listed companies will need to adapt internal governance processes, revise board and shareholder materials, and implement internal training to ensure smooth adoption before the September 2025 deadline.

This measure signals a clear expectation that Audit Committees and shareholders will exercise sharper scrutiny of RPTs—armed with complete and consistent information. It also reflects SEBI’s ongoing focus on strengthening disclosure norms and corporate governance in India.

Authored by: Lakshmi Narasimhan

INTRODUCTION

Multimodal transportation of goods is the transportation of goods (under a single contract between a consignor and a carrier) from one place to another through at least two (2) modes of transportation. Carriers engaged in the business of freight forwarding may employ a combination of the various means of transportation available (including by way of roadways, waterways, airways, transport by rail etc.) to ensure that goods which are sought to be transported by a consignor to a consignee involve minimal costs and reach at faster speeds. MTOs may also act as clearing agents (licensed under the Customs Act, 1962) who also assist in the import and export of goods across jurisdictions after obtaining due qualifications, approvals and licenses (as applicable) under the Customs Act, 1962 and the rules and regulations thereunder.

This article seeks to give an overview of certain fundamental legal aspects governing multimodal carriage of goods, registration of multimodal transport operators, other laws governing the carriage of goods and a peek into prospective regulatory evolution.

LAWS GOVERNING MULTIMODAL TRANSPORTATION OF GOODS AND SERVICES

OVERVIEW:

In India, Multimodal Transport Operators are governed by the Multimodal Transportation of Goods Act, 1993 (“MMTG Act

Introduction

This article seeks to discuss and provide an overview of the regulation pertaining to operating drones in India. At the outset, new rules governing the operation of drones were published by the Ministry of Civil Aviation, Government of India on 26^th August 2021 (and subsequently amended by the Drone (Amendment) Rules, 2022 on 15^th February 2022) (

Authored by Sri Vidhya Kumar

The Ministry of Corporate Affairs (MCA) has vide its notification dated 22^nd July 2021, appointed 1^stSeptember 2021 as the date on which the provisions of Section 4 of the Companies (Amendment) Act, 2020 (

Authored by Padma Akila & Harini Venkatesh

The Hon

Authored by Lalitha

The Companies Act (

Authored by Padma Akila & Harini Venkatesh

The Centre vide its Amendment dated 4^th November 2020, has reduced the statutory fee applicable for Start-ups and small entities (our note on the earlier amendment can be read here) for patent filing and prosecution.

Authored by Padma Akila

Britain

Authored by Padma Akila

With the rapid advent of globalisation and the world becoming one big marketplace for trade and commerce, brand owners have also often indulged in trademark enforcement in foreign territories based on cross-border reputation attained by their trademarks.

One such example is the recent instance where AMUL, one of the largest food brands in India which is being marketed by Kaira District Co-Operative Milk Producers

Authored by Praveen Pandian

Applicant: Vansh Capital Private Limited.

Date of the Guidance: 05^th August 2021.

Factual Background:

1. Vansh Capital Private Limited (hereinafter referred to as

Authored by Aishwarya Lakshmi VM

Background:

In our earlier Blog, we had written about the introduction of System Driven Disclosures (

Authored by Aishwarya Lakshmi VM

Pursuant to the decision taken by SEBI in its Board Meeting held on 29^th June 2021, SEBI has merged the following Regulations into a single new Regulation

Authored by Padma Akila

Securities and Exchange Board of India (SEBI) vide order dated 9^th August 2021, fined Rs 12 lakh on the former employee Mr. Prateek Sarawgi of Infosys Ltd. (

Authored by Adit N Bhuva

Background:

Companies Act permits the Board and committee of the Board to conduct their meetings through Video Conference (

Authored by Adit N Bhuva

The Ministry of Corporate Affairs has on 23^rd June 2021, allowed all companies to conduct their extra-ordinary general meeting of shareholders through VC or transact items through postal ballot till 31^st December 2021.

We had in our earlier article discussed the procedure for conducting the general meetings by VC and the same can be accessed in the following link –

Authored by Adit N Bhuva

Brief background:

The companies are required to prepare their financial statements in conformity with the accounting standards notified by Ministry of Corporate Affairs. All the companies were required to follow Companies (Accounting Standards) Rules, 2006 (

Authored by Ammu Brigit

The medical field witnessed major ramifications in its regulatory structure in the recent times. Age-old laws were repealed, and new laws were introduced in the field of medical education system, Indian system of medicine and allied healthcare profession. The National Medical Commission Act 2019, National Commission for Indian System of Medicine 2020 and National Commission for Allied and Healthcare Profession Act 2021 were introduced to keep the medical field in pace with the time.

National Medical Commission Act 2019:

Prior to September 2020, the medical education in India was governed by Indian Medical Council Act 1956 (IMC Act) and the Medical Council of India (MCI) was the statutory body constituted under IMC Act which regulated and standardised medical education in India.

Authored by Padma Akila & Vishaka S

Digital entertainment and online gaming platforms have assumed unprecedented user and subscription base over the last few years and the pandemic has further provided the timely thrust that such businesses needed in a long time. In this article we will briefly walk you through the basic legal aspects prevalent in India that govern the business of online and virtual gaming.

The online gaming business boomed and is still continuing to receive its share of active gamers who are fascinated by the digitally developed conventional games that enable you to play with other gamers from any other part of the world or in certain cases, with the computer technology itself! . With the technological development that has resulted in playing games with computer through artificial intelligence-based software designed for the same, certain online games have again fallen under the radar to settle the dispute of whether they are a game of chance or game of skill.

In this regard, it is pertinent to note that under the Constitution of India, the state legislatures have been entrusted with the power to frame state specific laws on betting and gambling (games of chance). The Public Gambling Act, 1867 (

Authored by Lalitha Karuna.

Authored by Aishwarya Lakshmi VM

Introduction:

SEBI, vide Circular dated 23^rd September 2020, provided the Guidelines for Investment Advisers, [hereinafter

Authored by Praveen Pandian

SEBI vide its circular dated 21^st May 2021 has decided to enhance the overall limit for overseas investment by Alternate Investment Funds (AIFs) and Venture Capital Funds (VCFs).

Prior to Circular:

SEBI registered AIFs and VCFs were permitted to make overseas investments subject to an overall limit of USD 750 million.

Post Circular:

SEBI after consultation with RBI has hereby enhanced the overall limit to USD 1500 million for the AIFs and VCFs desirous of making overseas investments.

However, the Regulations, compliance requirements and other terms and conditions remain unchanged.

Authored by Padma Akila

Securities and Exchange Board of India (SEBI) vide order dated 24^th May 2021, barred the Promoters

Authored by Padma Akila

An average consumer in today

Authored by Adit N Bhuva

BACKGROUND:

MCA vide its general circular dated 18^th June 2014, had clarified that the activities undertaken by the company under its CSR policy should be relatable to Schedule VII of Companies Act 2013, and that the entries in Schedule VII should be interpreted liberally in order to capture the essence of the items in the said schedule.

On account of pandemic, MCA vide its circular dated 23^rd March, 2020 had further gone ahead to clarify that spending of CSR funds for Covid-19 is an eligible CSR activity under item I (promoting health care including preventive health care) and item XII (disaster management) of Schedule VII.

In addition to the above, MCA has clarified that the following activities related to COVID to be categorised as an expenditure under CSR.

AMOUNT SPENT ON FOLLOWING ACTIVITIES TO BE CLASSIFIED UNDER CSR ACTIVITY:

Circular dated 22^nd April 2021

(a) Any amount spent on setting up makeshift hospitals and temporary COVID Care facilities shall be treated as an eligible CSR activity (Companies may undertake such activities in consultation with State Government).

Circular dated 05^th May 2021

(a) any amount spent for:

1. creating health infrastructure for COVID care

2. establishment of medical oxygen generation and storage plants

3. manufacturing and supply of oxygen concentrators, ventilators, cylinders, and

4. other medical equipment for countering COVID-19.

MCA further clarified that the companies including Government companies may undertake the activities or projects or programmes using CSR funds, directly by themselves or in collaboration as shared responsibility with other companies.

CLARIFICATION ON CONTRIBUTION TO PM CARES FUND:

MCA vide Circular dated 20^th May 2021, has clarified that if a company has contributed any amount to

Authored by Adit N Bhuva

BACKGROUND:

The Hon

Authored by Adit Bhuva & Sri Vidhya Kumar

Ministry of Corporate Affairs has introduced numerous changes to Corporate Social Responsibility (CSR) and the said changes were notified on 22^nd January 2021 (

Authored by Vishaka S, Nithin Satheesh & Saisunder N.V

The increase in usage of social media platforms has also led to a corresponding increase in users uploading and sharing of photographs and pictures, either to express one

Upon receipt of representations from listed entities, professionalbodies etc., SEBI has hereby extended the timelines for various filings and has provided relaxation from certain compliance obligations underthe SEBI (LODR) Regulations, 2015 due to ongoing second wave of the COVID-19 pandemic vide its circular dated 29^th April, 2021. The relaxations are as follows:

Sl No. Compliance Compliance Reg. Requirement as per the Regulation Due Date Extended Due Date

For all entities that have listed their specified securities in Stock Exchanges

1 Annual Secretarial Compliance report 24A, LODR 60 days from end of financial year May 30,2021 June 30, 2021

2 Quarterly financial results 33(3), LODR 45 days from the end of each quarter May 15, 2021 June 30, 2021

3 Annual audited financial results 33(3), LODR 60 days from the end of financial year May 30,2021 June 30, 2021

4 Statement of deviation or variation in use of funds 32(1), LODR Along with the financial results (within 45 days of end of each quarter / 60 days from end of the financial year) May 15, 2021 (Quarterly)
May 30,2021 (Annual) June 30, 2021

For Entities that have listed its Non- Convertible Debt Securities Or Non-Convertible Redeemable Preference Shares or both, SEBI has provided relaxations thorough another Circular dated 29th April 2021.

5 Half YearlyFinancial Results 52(1), LODR 45 days from the end of each half year May 15, 2021 June 30, 2021

6 Annual Audited Financial Results 52(2), LODR 60 days from the end of the financial year May 30, 2021 June 30, 2021

7 Statement of deviation or variation in use of funds 52(7), LODR Along with the financial results (within 45 days of end of each half year / 60 days from end of the financial year) May 15, 2021 (Half yearly)
May 30,2021 (Annual) June 30, 2021

For entities that have listed their bonds under the SEBI (Issue and Listing of Municipal Bonds) Regulations, 2015

8 Annual audited financial results Pursuant to SEBI Circular dated 13th November 2019 60 days from the end of financial year May 30,2021 June 30, 2021

For entities which have listed Commercial Papers

9 Half Yearly financial results Pursuant to SEBI Circular dated 22^nd 45 days from the end of each half year 45 days from the end of each half year June 30, 2021

10 10 Annual audited financial results October 2019 60 days from the end of financial year May 30,2021 June 30, 2021

Permission to use DSC for authentication / certification of filings / submissions: Further SEBI has permitted listed entities to use digital signature certificates forauthentication/ certification of filings/submissions made to the stock exchanges under the SEBI (Listing ObligationsandDisclosure Requirements) Regulations, 2015 for all filings until December 31, 2021.

BACKGROUND:

In 2015, regulatory framework for Institutional Trading Platform (ITP) was put in place vide amendment to SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009, (

Authored by Padma Akila

The Department for Promotion of Industry and Internal Trade (DPIIT) of the Ministry of Commerce, had, vide a notification dated 30^th March 2021, published the Copyright Rules Amendment 2021. The amendments have been introduced with the objective of bringing the existing rules in consistency with the Copyright Act, 1957. Some of the key highlights of the said amendment to the Copyright Rules 2013 are as under:

1. A new provision with respect to publication of Copyrights Journal has been inserted under Rule 7 (5), thereby eliminating the requirement of publication of copyright works in the Gazette. The Copyrights Journal would now be available on the official portal of the Copyright Office www.copyright.gov.in. This change has been made to keep up with the technological advancement by adopting electronic means as primary mode of communication in the Copyright Office. The publication of copyright works in the journal as proposed by the new rules is similar to the procedure of journal publications that is prevalent in other IPR legislations such as Trademarks, Patents, Geographical Indications, etc.,.

2. The compliance requirement under Rule 70 (5) for registration of software works have been largely reduced. Now the applicant can file the first 10 and last 10 pages of source code, or the entire source code if less than 20 pages, with no blocked out or redacted portions. This is to ensure that the confidentiality and the proprietary information present in the source code of a computer programme is not given away merely for the purposes of obtaining copyright registration.

3. Rule 65A has newly been inserted wherein the Copyright Societies would be required to draw up and make public an Annual Transparency Report for each Financial year within 6 months following the end of the financial year. This is likely to ensure the regulation of management and functioning of copyright societies which could lead to a more transparent and streamlined functioning of such societies.

4. The time limit for the Registrar of Copyrights to respond to an application made before it for registration as a copyright society is extended to 180 days from 60 days.

5. New provision as sub-rule (3) to Rule 55 and sub-rules (11) (12) and (13) to Rule 58 have been inserted to manage the undistributed royalty amounts and use of electronic and traceable payment methods while collection and distribution of royalties to authors. This modification will help in resolving information imbalances that have disrupted the functioning of copyright societies generally where authors have not received their due share of royalties. This amendment in particular is of significant interest, more so in the light of advent of blockchain technology that can be leveraged upon potentially by copyright societies that can aid in electronic and traceable payment methods of royalties as stipulated under this amended rule.

6. Most notably, the

Authored by Ammu Brigit

One of the licences that is issued under the Drugs and Cosmetics Act 1940 (DCA) for manufacturing of drugs is given to a licence applicant who does not have a manufacturing facility and intends to get the drug manufactured through a person with such facility and a manufacturing licence. Under the DCA such licences are referred to as loan licences, and commonly known as contract manufacturing.

Prior to March 2021, the responsibility of maintaining the quality of drugs lied solely with the contract manufacturer and only the name and address of the contract manufacturer of the drug was required to be printed on the label or container of the drug.

In M/s Glaxo Smithkline Pharmaceuticals Limited vs. State of Bihar & Anr 2011, the writ petitioner, Glaxo Smithkline Pharmaceuticals (GSK) through a third-party manufacturing agreement engaged Emcure Pharmaceuticals Ltd (Emcure) to manufacture certain drugs. The Inspector of Drugs found certain drugs in the premises of the agents with names of GSK also printed along with the name of the manufacturer, Emcure. According to Rule 96 and 97 of the Drugs and Cosmetics Rules 1945 (

Authored by Adit N Bhuva & Praveen Pandian

1. Board Meeting- Minimum gap between two Board meetings:

Ministry of Corporate Affairs (MCA) had vide its General Circulars dated 03^rd May 2021 extended the gap for conducting Board Meetings as specified under section 173 of Companies Act, 2013 by a period of sixty days (60 days) from the initial period of one hundred and twenty days (120 days) for the first two quarters of the financial year 2021-22.

Authored by Padma Akila

DATE(S) OF ORDER: 15^th April 2021

PURPORTED CONTRAVENTION COMMITTED: One of the directors of the Company traded in its scrip during the window closure period without taking pre-clearance for executing trades, leading to violation of Cl. 4.2.2 and 4.3.1 of Code of Conduct for Prevention of Insider Trading (COC) of the Company r/w Cl. 3.2.2 & 3.3.1 respectively, of Model Code of Conduct for Prevention of Insider Trading for Listed Companies (Model COC) specified in Part A of Schedule I to Regulation 12(1) & 12(2) of the PIT Regulations, 1992, r/w Regulation 12(2) of PIT Regulations, 2015.

PERSONS CHARGED AND WHO ARE THEY: M Narasimha Rao- Director (Noticee)

COMPANY THAT DID NOT FULFILL THE DISCLOSURE REQUIREMENTS: Trinethra Infra Ventures Limited (Company)

BACKGROUND OF THE CASE:

1. Pursuant to an investigation for the period from 1^st January 2009 to 31^st March 2010, it was found that the Noticee traded in the scrip of the Company during the window closure period, without taking pre-clearance for executing trades, leading to the contraventions of the provisions mentioned in the table above.

2. The Show Cause Notice (SCN) was sent through speed post with acknowledgement due which was returned undelivered. Thereafter, SCN was served on the Noticee through publication, and the Noticee was also granted an opportunity of personal hearing. However, no reply was received from the Noticee.

FINDINGS BY THE ADJUDICATING OFFICER (

Authored by Aishwarya Lakshmi V.M

In the matter of: Money Booster

Authored by Aishwarya Lakshmi V.M.

Applicant: PayTM Money Limited

Date of the guidance: 09.04.2021

Factual Background:

1. The Applicant is a non-individual SEBI registered Investment Adviser and is also carrying on the business of stock broking and depository participant.

2. The Applicant also offers execution services to its clients inter alia including Asset Management Companies by incurring out-of-pocket expenses, but without getting any commission or brokerage.

3. The Applicant intends to obtain electronic consent from its clients for executing the mandatory agreement as prescribed by SEBI in its Circular dated September 23, 2020.

4. Also, the Applicant intends to appoint an

Authored by Adit Bhuva

We had in our article, discussed the SEBI

Authored by Adit Bhuva

BACKGROUND:

In 2015, the regulatory framework for Institutional Trading Platform (ITP) was put in place vide amendment to SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009, (

Authored by Padma Akila

Recent growth in the startup sector, with the local modern ventures going overseas, the government through the Department for Promotion of Industry and Internal Trade (DPIIT), had made startup friendly amendments to the various intellectual property rules. In our previous articles we had summarized the amendments featuring provisions and rules for startups under the Draft Patents (Amendment) Rules, 2021 and the Designs (Amendment) Rules, 2021 in our intellectual property blog. SEBI has followed these footsteps to approve the certain startup friendly decisions in its board meeting dated 25^thMarch, with respect to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and SEBI (Alternative Investment Funds) Regulations, 2012

Note: To address the availability of capital from the public market for startups and for their listing, SEBI had introduced the Innovators Growth Platform (IGP).

Approvals under

Authored by Padma Akila

In our earlier article we had summarised the decision of the AO in the WhatsApp leak case wherein the financial results of companies like Bata India Limited, Asian Paints Limited, Mindtree Limited & Wipro Limited among others were forwarded through WhatsApp by certain individuals (

Authored by Aishwarya Lakshmi V.M

SEBI at its action-packed Board Meeting held on 25^th March 2021 approved several changes to the securities law regime in India. One of the crucial regulations within the domain of SEBI is the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 [hereinafter, LODR]. With a view to maintain consistency throughout LODR, to harmonize it with the Companies Act, 2013 and to strengthen corporate governance practices in addition to easing compliance burden on listed entities, it approved several amendments to LODR. Some of the key amendments are discussed hereunder.

I. Formulation of Dividend Distribution Policy:

Existing Law: As per Regulation 43A of the existing LODR Regulations, the top 500 listed entities based on market capitalisation are required to formulate a dividend distribution policy inter alia including details about the circumstances when the shareholders may or may not expect dividend, financial parameters, internal and external factors that may be considered at the time of declaring dividend etc. and disclose the same in their annual report and website. The earlier regulation also permitted compliance with this provision on a voluntary basis.

Approved Amendment: This requirement under Regulation 43A is proposed to be extended to the top 1000 listed entities based on market capitalisation.

II. Disclosure of Financial Results:

Existing Law: A conjoint reading of Regulation 30, 33 and Clause 4 of Para A of Part A of Schedule III stipulates that financial results of a listed entity ought to be disclosed to the Stock Exchange within 30 minutes from the closure of the meeting, where such financial results were considered.

Approved Amendment: Considering a scenario that a single Board Meeting is held on more than one day, SEBI has approved the amendment wherein the disclosure requirement with regard to financial results shall be complied with by the listed entity within 30 minutes of end of the board meeting for the day on which the financial results are considered.

III. Continuous Applicability:

Existing Law: The applicability of various provisions of LODR is based on criteria including market capitalization, paid up capital and net-worth thresholds. These are monetary figures that keep varying year-on-year.

Approved Amendment: SEBI has approved an amendment wherein those provisions of LODR which become applicable to a listed entity based on the threshold of market capitalization shall continue to be applicable even if the entity falls below the prescribed threshold. Some provisions that become attracted based on market capitalization include

Authored by Aishwarya Lakshmi V.M

In our earlier article on the consultation paper circulated by SEBI for re-classification of promoters, we had outlined the changes that SEBI had proposed in it. At its action-packed Board Meeting held on 25^th March 2021, the mater relating to this was tabled, and SEBI has approved certain amendments based on the said consultation paper, to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

We update the changes that have been approved and also mark those that were proposed in the consultation paper, for which no changes have been made by SEBI.

S. No. Relevant Requirement Existing Proposed Rationale for proposing the change Change Approved or not

1 Condition pertaining to minimum threshold of voting rights

Authored by Praveen Pandian

Earlier in December 2020, SEBI had issued a consultation paper regarding Risk Management Committee which we had summarized here. SEBI at its Board Meeting dated 25^th March 2021 approved the following amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to applicability, constitution and role of the Risk Management Committee of listed entities.

Applicable Regulation: Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 deals with Risk Management Committee.

Subject Existing Law Approved Amendment

Applicability Top 500 listed entities based on market capitalization. Top 1000 listed entities based on market capitalization.

Composition Majority members from the Board of directors. Minimum of three members where majority of them being member of the board of directors, including at least one independent director.

Quorum No specific provisions for quorum were prescribed. Two members or one third of the members of the committee, whichever is higher, with at least one director in attendance.

Role As defined and delegated by the Board including reviewing risk management plan. In addition to the existing role the Committee is also tasked with formulation of risk management policy, monitoring and reviewing its implementation; review of the appointment, removal and terms of remuneration of Chief Risk officer (if any).

Authored by Aishwarya Lakshmi V.M

Background: As per Regulation 24A of SEBI (LODR) Regulations, 2015, every listed entity and its material unlisted subsidiaries shall undertake secretarial audit and annex with its annual report, a secretarial audit report given by a company secretary in practice. As per SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08^th 2019, the annual secretarial compliance report shall be in the format as specified in Annex-A to the circular and shall be submitted to the stock exchange where the entity is listed within 60 days from the end of the financial year. This filing with the stock exchange has been only in PDF format, till date.

Update: As per the Notice from BSE dated 31^st March 2021, dated Notice No.20210331-2, it has been made mandatory to file the Annual Secretarial Compliance Report in BOTH PDF AND XBRL MODE. The timelines shall be the same.

Authored by Adit Bhuva

The Securities and Exchange Board of India (

Authored by Padma Akila

Registrations of trademarks as a series have recently gathered momentum and are fairly new to the trademark game. Series trademarks are believed to have potential to offer next level of protection to powerful Industries and brands.

A trademark owner may use a variety of marks with a common prefix, suffix or syllable or for instance in case of a beverage brand with various flavours of the drink, the trademark may remain constant with only few variables such as that of the specific flavour name of the drink or the colour and theme of the representation etc. In this case the overall impression of the trademark on the consumer does not change and remains constant.

The mark can prove its strength by establishing that it has a family of marks, all of which have a common prefix, suffix or syllable. Series of trademarks basically means multiple variations of a trademark that fall under one single family of marks. Section 15 of the Trademarks Act, 1999 deals with trademark as a series which states that if the proprietor of a trademark claims to be entitled to the exclusive use of any part thereof separately, he can apply to register the whole and the part as separate trademarks. Series marks help form an association among the products under a single range or brand as they fall within the same family of marks and distinguish them from the other range of products. One must know that trademarks as a series only differ either in colour, quality, flavour in case of food stuff, location, etc.

These series of marks can be registered within one application whereby certain characters that form part of the trademark can be granted additional protection, thus acquiring distinctiveness and exclusive right over them. Under a trademark series, any variation in the non-distinctive features of each mark must have their visual, oral and conceptual identity largely the same and any variation in those material particulars should not affect the visual and conceptual identity of each of the mark in the series. Scrutiny falls on that part of the mark that is being changed each time. If the part that is being altered is descriptive or non-distinctive, and does not substantially affect the identity of the trademark, the series may be accepted. The alternative to applying for a series trademark is to apply for multiple trademarks application for each mark but it may not offer a broader protection.

Some of the examples of series trademarks include Uber

Authored by Padma Akila

In a recent interim order passed on the 9^thMarch 2021, in the matter of Sanjay Soya Private Limited V Narayani Trading Company, the Hon

Authored by Praveen Pandian

Brief Background on Annual Return under Companies Act, 2013:

An annual return is a yearly return to be filed by all the companies with the Registrar of Companies, certifying the compliances with the provisions of companies act and in which the companies are required to make detailed disclosures such as details of shareholders and directors and the changes in them during the financial year, the dates of Board and general meetings and attendance of directors and shareholders and various other disclosures.

This annual return is required to be filed with the Registrar of Companies in e-Form MGT-7, within a period of sixty days from the conclusion of annual general meeting or sixty days from which such annual general meeting should have been held.

Amendments with respect to annual return:

The Ministry of Corporate Affairs on 5^th March 2021, has notified certain amendments (

Authored by Padma Akila

Registrations of trademarks as a series have recently gathered momentum and are fairly new to the trademark game. Series trademarks are believed to have potential to offer next level of protection to powerful Industries and brands.

A trademark owner may use a variety of marks with a common prefix, suffix or syllable or for instance in case of a beverage brand with various flavours of the drink, the trademark may remain constant with only few variables such as that of the specific flavour name of the drink or the colour and theme of the representation etc. In this case the overall impression of the trademark on the consumer does not change and remains constant.

The mark can prove its strength by establishing that it has a family of marks, all of which have a common prefix, suffix or syllable. Series of trademarks basically means multiple variations of a trademark that fall under one single family of marks. Section 15 of the Trademarks Act, 1999 deals with trademark as a series which states that if the proprietor of a trademark claims to be entitled to the exclusive use of any part thereof separately, he can apply to register the whole and the part as separate trademarks. Series marks help form an association among the products under a single range or brand as they fall within the same family of marks and distinguish them from the other range of products. One must know that trademarks as a series only differ either in colour, quality, flavour in case of food stuff, location, etc.

These series of marks can be registered within one application whereby certain characters that form part of the trademark can be granted additional protection, thus acquiring distinctiveness and exclusive right over them. Under a trademark series, any variation in the non-distinctive features of each mark must have their visual, oral and conceptual identity largely the same and any variation in those material particulars should not affect the visual and conceptual identity of each of the mark in the series. Scrutiny falls on that part of the mark that is being changed each time. If the part that is being altered is descriptive or non-distinctive, and does not substantially affect the identity of the trademark, the series may be accepted. The alternative to applying for a series trademark is to apply for multiple trademarks application for each mark but it may not offer a broader protection.

Some of the examples of series trademarks include Uber

Authored by Aishwarya Lakshmi VM

In the matter of: Thomas Cook (India) Limited

Date of the order: 11.02.2021.

Provisions involved

(a) Regulation 28 of SEBI (Buy Back of Securities) Regulations, 2018.[i]

(b) Regulation 24(i)(d) of SEBI (Buy Back of Securities) Regulations, 2018.[ii]

(c) Regulation 5(ii) of SEBI (Buy Back of Securities) Regulations, 2018.[iii]

(d) Sections 68, 69 and 70 of the Companies Act, 2013.

Facts of the case

1. On February 26, 2020, the Board of Directors of TCIL had approved the proposal for a buy

Authored by Praveen Pandian

Applicant: KCP Limited.

Date of the Guidance: 08.02.2021.

Factual Background:

1. KCP Limited (hereinafter referred to as Applicant) is a Public Limited Company, whose equity shares are listed on National Stock Exchange and permitted to trade on BSE Ltd.

2. Jeypore Sugar Co Limited (hereinafter referred to as JSCL) (now in liquidation) was managed by the relatives of the promoters of the Applicant and were classified as belonging to the Promoter Group. JSCL has 2,78,370 (0.22%) equity shares in the Applicant Company as investment

3. JSCL went into liquidation and the Official Liquidator of JSCL in the process of realising the investments has made a proposal for sale of shares of the applicant held by JSCL and Dr. V. L. Indira Dutt, Promoter and Chairperson-cum-Managing Director (hereinafter CMD) of the Applicant Company, has agreed to purchase the shares at market price.

4. KCPL has closed the trading window from 1^st January 2021 till 48 hours on declaration of financial result for the quarter ended 31^st December 2020.

Guidance sought:

1. Whether the CMD of the Applicant company can acquire 2,78,370 shares from the Liquidator of JSCL at market price, during the closure of trading window as off-market sale, as JSCL is also a promoter group of the Applicant and both are considered as insiders and both of them have confirmed that there is no material information about the company and that they are making a conscious and informed trade decision.

2. Whether the compliance officer can give clearance for sale of shares during the closing period of trading window?

3. What are the other declarations/confirmations required to be obtained from the Liquidator of JSCL and promoter & CMD of the Applicant company for the sale?

Provisions Involved:

Regulation 4(1)[i] read with Clause 4(3) of Schedule B[ii] of the SEBI (Prohibition of Insider Trading) Regulations, 2015(hereinafter referred to as

Authored by Padma Akila.

Date(s) of Order: 3^rd February 2021

Purported contravention committed: Noticees were involved in trading by Associate Company in shares of Future Retail Limited (

Authored by Aishwarya Lakshmi VM

Date of Order: 12^th February 2021.

Forum: Hon

Authored by Ammu Brigit

We all recognise cosmetics as any products used on or applied to human body with the intention of personal care and beautification. The manufacture, distribution and import of cosmetics in India is governed by Drugs and Cosmetics Act 1940(DCA). The Ministry of Health and Family Welfare (MoHFW) has notified the Cosmetics Rules 2020 (

Authored Padma Akila

The Ministry of Commerce and Industry on February 09, 2021 has published the

Authored by Praveen & Adit

Import Export Code (IEC) Import Export Code (IEC) is mandatory for export/import from/to India.

DGFT issues Import Export Code in electronic form (e-IEC).

Amendment: 1. An IEC holder has to ensure that details in its IEC are updated / confirmed (if there are no changes) electronically every year, between April and June.

Failure to update / confirm the details results in deactivation of IEC and can be reactivated only upon successful updation of the same.

2.

Authored by Praveen & Adit

The Ministry of Corporate Affairs, vide its notification dated 19^th February 2021, has specified the following classes of companies which shall not be considered as listed companies for the purpose of Companies Act, 2013.

(a) The public companies which have not listed their equity shares on a recognized stock exchange but have listed their :-

(i) non-convertible debt securities issued on private placement basis in terms of SEBI (issue and listing of debt securities) regulation, 2008; or

(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (issue and Listing of Non- convertible Redeemable Preference Shares) Regulations, 2013; or

(iii) Both categories of (i) and (ii) above

(b) The private companies which has listed their non-convertible debt securities on private placement basis on recognised stock exchange in terms of SEBI (Issue and Listing Of Debt Securities) Regulation, 2008;

(c) Public companies which have not listed their equity shares on recognised stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.

Effect of this amendment:

The Companies Act, 2013 make certain provisions specifically applicable to

Authored by Praveen & Adit

(A)

Authored by Praveen & Adit

Brief background:

The Ministry of Corporate Affairs (

The Ministry of Corporate Affairs, vide its notification dated 19^th February 2021, has specified the following classes of companies which shall not be considered as listed companies for the purpose of Companies Act, 2013.

(a) The public companies which have not listed their equity shares on a recognized stock exchange but have listed their:

(i) non-convertible debt securities issued on private placement basis in terms of SEBI (issue and listing of debt securities) regulation, 2008; or

(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (issue and Listing of Non- convertible Redeemable Preference Shares) Regulations, 2013; or

(iii) Both categories of (i) and (ii) above

(b) The private companies which has listed their non-convertible debt securities on private placement basis on recognised stock exchange in terms of SEBI ( Issue and Listing Of Debt Securities) Regulation, 2008;

(c) Public companies which have not listed their equity shares on recognised stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.

Effect of this amendment:

The Companies Act, 2013 make certain provisions specifically applicable to

Authored by Praveen & Adit

(A)

Authored by Praveen & Adit

Brief background:

The Ministry of Corporate Affairs (

Authored by Lakshmi Rengarajan

SEBI had vide circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated 06^th May 2020 had provided relaxations pertaining to opening of rights issue under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 till 31^st December 2020.

In this regard SEBI has vide circular SEBI/HO/CFD/DIL1/CIR/P/20 dated January 19, 2021 further provided extension till 31^st March 2021 with regard to use of alternate non-cash mechanism to ASBA facility to accept applications form the shareholders in relation to rights issue. However while opting for alternate mechanism the issuer and the lead manager shall ensure the following;

(a) The mechanism(s) shall only be an additional option and not a replacement of the existing process As far as possible, attempts will be made to adhere to the existing prescribed framework.

(b) The mechanism(s) shall be transparent, robust and have adequate checks and balances. It should aim at facilitating subscription in an efficient manner without imposing any additional costs on investors. The issuer along with lead manager(s), and registrar shall satisfy themselves about the transparency, fairness and integrity of such mechanism.

(c) An FAQ, online dedicated investor helpdesk, and helpline shall be created by the issuer company along with lead manager(s) to guide investors in gaining familiarity with the application process and resolve difficulties faced by investors on priority basis.

(d) The issuer along with lead manager(s), registrar, and other recognized intermediaries (as incorporated in the mechanism) shall be responsible for all investor complaints.

Authored by Lakshmi Rengarajan

SEBI vide the circular SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated 15^th January 2021, has extended the relaxations provided to listed companies in relation to sending of annual report in physical form and appointment of proxies in relation to Annual General Meeting(

Authored by Padma Akila

In our earlier article, we had written about the Consultation Paper of SEBI proposing disclosure requirements about the approved resolution plans in respect of listed companies that are admitted for corporate insolvency resolution process under the Insolvency & Bankruptcy Code, 2016 and also proposing certain minimum public shareholding in such companies.

Changes related to approved Resolution Plan

SEBI on 8^th January 2021 has brought in amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [

Authored by Aishwarya Lakshmi VM

Applicant:

Authored by Padma Akila

Date(s) of Order: 11^th December 2020

Purported contravention committed: Promoters of the Company sold more than 25000 shares and failed to make requisite disclosures in terms of regulation 13(4A) of SEBI (PIT) Regulations,1992 r/w 13(5) of SEBI (PIT) Regulations,1992 r/w Regulation 12 of the SEBI (PIT) Regulations, 2015.

Persons charged and who are they:

Authored by Aishwarya Lakshmi VM

In the matter of:

Authored by Padma Akila

The Madras High Court on 7^th December 2020 passed an interim injunction order in favour of Naidu Hall Family Store, the Plaintiff, restraining the Defendant from infringing the mark

Authored by Padma Akila

On 18th October 2019, the Department for Promotion of Industry and Internal Trade (DPIIT) of the Ministry of Commerce, had, wide a notification, published the draft amendment to Design Rules, 2001, inviting objections and suggestions from the public. In furtherance to the same, the Central Government, vide notification dated 25th January 2021, notified the Designs (Amendment) Rules, 2021 (

Authored by Adit N Bhuva & Sri Vidhya Kumar

The Ministry of Corporate Affairs (

Authored by Adit N Bhuva & Sri Vidhya Kumar

Brief background:

The Ministry of Corporate Affairs, had on 30^th March 2020, introduced Companies Fresh Start Scheme 2020, to provide companies with an opportunity to make good any filing related defaults, irrespective of duration of default and make a fresh start as a fully compliant company.

The Scheme was in force from 1^st April 2020 till 30^th September 2020 and further extended to 31^st December 2020.

The details of the Scheme can be accessed in http://eshwars.com/blog/opportunity-to-file-delayed-belated-returns-with-registrar-of-companies/.

Application for immunity:

The Companies which had filed belated returns/forms with the ROC under this Scheme, are required to file a form CFSS-2020, in order to get immunity from any prosecution or penalties for filing belated returns with ROC.

Time limit for filing the form CFSS-2020:

The Companies which had filed belated returns/forms with the ROC under this Scheme, has to file the form CFSS-2020 before 30^th June 2021.

Authored by Aishwarya Lakshmi VM

Regulation 11 of SEBI (SAST) Regulations, 2011 [hereinafter, SAST Regulations], empowers SEBI to grant specific exemptions from the requirement of making an open offer, if the same gets triggered under Regulations 3, 4 and 5 of SAST Regulations. Here we present an analysis of the exemptions that were granted by SEBI during the calendar year 2020.

Tracing the Trajectory of Exemption Orders in 2020:

Split up of Exemption Orders granted by SEBI in the Calendar Year 2020

Exemption Orders to Family Trusts or Foundations 25

Exemption Orders to other entities 2

Total number of Exemption Order 27

The two exemptions that were granted to other entities were to:

1. The Government of Jammu and Kashmir for acquiring the stake in Jammu and Kashmir Bank Limited, and

2. To Greenway Advisors Private Limited for acquiring the stake in Sturdy Industries Limited.

Both these exemption orders were based on the recommendations of the Takeover Panel.

Exemption in Jammu and Kashmir Bank Ltd.

In the Jammu and Kashmir Bank Limited matter, the Government of Jammu & Kashmir proposed to infuse Rs.500 Crores as capital towards the recapitalisation of the Target Company and to maintain the Capital Adequacy Ratio as per RBI Guidelines. Towards this transaction, shares were proposed to be issued on a preferential basis. Post preferential allotment, the J&K Government

Authored by Vignesh Kumar

Date(s) of Order

Authored by Padma Akila

Date(s) of Order

Authored by Aneeruth Suresh & K. Ramasubramanian

Authored by Deepika Venkataraman

The needs and wants of consumers are constantly changing and this plays a pivotal role in creating new products and services. All these changes spell opportunity for various business entrepreneurs thereby giving room to new business ideas. It is inevitable that with the advent of new emerging businesses, laws also needs to evolve. Given the fact that Trade Mark laws directly deal with important facets of a business, the classification and description of goods and services for filing of trademark applications and protection of brands also needs to be updated from time to time to include new lines and niche areas of businesses that are shaped by demands of consumers. In this regard, it is pertinent to note that the description of goods and services that are provided during the filing of trademark applications in India needs to be in accordance with an international system of classification of goods and services commonly knowns as the Nice Classification, which India is a party to.

The Nice International Classification System for trademarks was established by the

Authored by Padma Akila

The Intellectual Property Appellate Board (IPAB) has stayed the operation of registration of ‘N95’ as trademark. The IPAB while considering a Rectification application filed by SASSOON FAB International Pvt. Ltd., (

Authored by Padma Akila

India bowls its first ball to become a global player by signing a MOU on intellectual property cooperation with the USA on 2^nd December 2020. The MOU was signed between the Commerce Ministry

Authored by Adit N Bhuva

Brief background on data bank of independent directors:

The Ministry of Corporate Affairs (

Authored by Adit N Bhuva

The Ministry of Corporate Affairs has on 17th December 2020, extended the time from which the Companies (Auditor

Authored by Padma Akila

On 17^th December 2020, the Copyright office (CO) released a Public Notice, wherein it has introduced a new e-filing facility for registration of changes in particulars of copyright entered in the register of copyrights through form XV. The CO in its notice has stated that in its endeavour to enhance transparency and digital empowerment of users it has decided to introduce this e-filing facility.

Users may choose the

Authored by Lakshmi Rengarajan

SEBI had issued a circular stating the cut-off date of re-lodgment

Authored by Padma Akila R

Date of Order

Authored by

Authored by Ammu Brigit

Under the Drugs and Cosmetics Act 1940 (DCA) and Drugs and Cosmetics Rules 1945 (DCR), the Central Drug Laboratory (CDL) is designated with the responsibility of analysing and testing the samples of drugs as sent to it, and to carry out other functions entrusted to it by the Central Government or by a State Government after consultation with Drugs Technical Advisory Board. Central Drug System Control Organisation (CDSCO) has recognised seven CDLs which are in Kolkata, Mumbai, Guwahati, Chandigarh, Kasauli, Hyderabad and Chennai along Indian Veterinary Research Institute, Ghaziabad, National Institute of Biologics Noida (NIB Noida) and Indian Pharmacopoeia Commission, Ghaziabad.

Out of these, CDL Kasauli, Himachal Pradesh

Authored by Lakshmi Rengarajan

SEBI vide circular dated November 3, 2020, amended its previous circular dated March 10, 2017, updating the information that is required to be submitted by listed entities to the stock exchange, before submitting the scheme of arrangement to National Company Law Tribunal (

Authored by Aishwarya Lakshmi VM

The Securities Exchange Board of India (SEBI) has issued a consultation paper soliciting public comments on or before 10^th December 2020, towards the proposed amendments in SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (

Authored by Deepika & Priyadharshini

In Pursuance of the Patent (Amendment) Rules 2020 (Revised Rules 2020), the provisions with respect to Priority document and Statement of working were amended and our newsletter on the same can be accessed here: http://eshwars.com/blog/the-department-for-promotion-of-industry-and-internal-trade-dpiit-amends-the-patent-rules-2002/

In furtherance to the revised rules 2020, wide Notification No. G.S.R. 689(E) dated November 4, 2020, Patents (2^nd Amendment) Rules, 2020 has come into effect.

In summary, the key amendments have an impact primarily on the following matters and the same has been set out in comparison with that of the previous rules:

1. Rule 7 and Sub rule 3

Authored by Ammu Brigit

On 6^th July 2020, the National Consumer Disputes Redressal Commission (NCRDC) in Vinod Khanna vs. R.G Stone Urology and Laparoscopy Hospital & Ors (NCRDC Order), pronounced that obtaining consent in a pre-printed consent form is an unfair trade practice. Our article on analysing this NCRDC Order can be read at http://eshwars.com/blog/use-of-pre-printed-consent-forms-by-hospitals-and-doctors-time-to-relook/.

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PROPOSED CHANGES TO RISK MANAGEMENT COMMITTEE

ANNUAL SECRETARIAL COMPLIANCE REPORT

SHIFT FROM BUSINESS RESPONSIBILITY REPORTING (

A BRIEF ANALYSIS ON PROTECTION OF SERIES TRADEMARKS:

COPYRIGHT NOT REGISTERED? NO PROBLEM, YOUR RIGHT IS STILL ENFORCEABLE:

AMENDMENTS TO ANNUAL RETURN UNDER COMPANIES ACT

A BRIEF ANALYSIS ON PROTECTION OF SERIES TRADEMARKS

CAN AN OFFER FOR BUY BACK BE WITHDRAWN?

SEBI INFORMAL GUIDANCE- PURCHASE AND SALE OF SHARES INTER SE INSIDERS DURING CLOSURE OF TRADING WINDOW

INTERVIEW AND NEWS REPORT INFORMATION SHARING NOT CONSTRUED AS

CAN MEMBERS OF PROFESSIONAL INSTITUTES ACT AS DEBENTURE TRUSTEES?

COSMETICS RULES 2020

REDUCTION IN PATENT FEES FOR GOVERNMENT AIDED EDUCATIONAL INSTITUTIONS

UPDATE ON IMPORT EXPORT CODE (IEC)

CERTAIN CLASS OF COMPANIES NOT TO BE CONSIDERED AS LISTED COMPANY

IMPORTANT UPDATES ON ONE PERSON COMPANY

ENHANCEMENT OF THRESHOLDS TO BE CONSIDERED AS A SMALL COMPANY

CERTAIN CLASS OF COMPANIES NOT TO BE CONSIDERED AS LISTED COMPANY

IMPORTANT UPDATES ON ONE PERSON COMPANY

ENHANCEMENT OF THRESHOLDS TO BE CONSIDERED AS A SMALL COMPANY

EXTENSION OF RELAXATION PROVIDED BY SEBI FOR RIGHTS ISSUE

FURTHER EXTENSION FOR CERTAIN AGM COMPLIANCES

INTERSECTION OF IBC & SEBI

INFORMAL GUIDANCE – FEES AND COMPENSATION IN SEBI LODR, 2015 IS REMUNERATION UNDER COMPANIES ACT, 2013

REPETITIVE DEFAULT IN MAKING DISCLOSURES

HOST AND FAMILY MEMBERS OF STOCK RECOMMENDATION SHOW BANNED FROM MARKETS

MADRAS HIGH COURT PASSES INTERIM ORDER IN FAVOUR OF NAIDU HALL FAMILY STORE FOR PROTECTION OF THE WELL-KNOWN TRADEMARK

NOTIFICATION OF THE DESIGNS (AMENDMENT) RULES, 2021:

COMPANY LAW UPDATE – HOLDING OF AGM BY WAY OF VIDEO CONFERENCING

COMPANY LAW UPDATES – APPLICATION FOR IMMUNITY FOR BELATED FILING OF RETURNS WITH REGISTRAR OF COMPANIES (

AN ANALYSIS OF EXEMPTION ORDERS UNDER REGULATION 11 OF SEBI (SAST) REGULATIONS, 2011 GRANTED IN THE YEAR 2020

NOT DESIGNATED EMPLOYEE

MERE DENIAL THAT NOT IN POSSESSION OF UPSI

RECENT SIGNIFICANT CHANGES IN THE COMPOUNDING PROCESS UNDER FEMA

Entry into force of the

IPAB Stays Operation of Registration of N95 Trademark

India and the USA enter into a MOU to increase their IP cooperation

RELAXATIONS WITH RESPECT TO INCLUSION OF NAME OF INDEPENDENT DIRECTORS IN THE DATA BANK MAINTAINED WITH INDIAN INSTITUTE OF CORPORATE AFFAIRS AT MANESAR.

EXTENSION FOR APPLICABILITY OF COMPANIES (AUDITOR

Copyright board introduces e-filing for registration of changes in particulars of Copyright entered in the register of copyrights

OPERATIONAL GUIDELINES FOR THE DEMAT OF SHARES PURSUANT TO RELODGED TRANSFER

SAT holds Freezing of the demat accounts after compliance of violation to be bad in law

SEBI

NIB Noida Notified as an Additional Facility for Covid-19 Vaccine Management

Approval of Scheme of Arrangement/Merger by SEBI Updated

Risk Management Committee

Patents (2nd Amendment) Rules, 2020:

Supreme Court Grants Interim Stay of NCRDC

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Sl No.	Compliance	Compliance Reg.	Requirement as per the Regulation	Due Date	Extended Due Date
For all entities that have listed their specified securities in Stock Exchanges
1	Annual Secretarial Compliance report	24A, LODR	60 days from end of financial year	May 30,2021	June 30, 2021
2	Quarterly financial results	33(3), LODR	45 days from the end of each quarter	May 15, 2021	June 30, 2021
3	Annual audited financial results	33(3), LODR	60 days from the end of financial year	May 30,2021	June 30, 2021
4	Statement of deviation or variation in use of funds	32(1), LODR	Along with the financial results (within 45 days of end of each quarter / 60 days from end of the financial year)	May 15, 2021 (Quarterly) May 30,2021 (Annual)	June 30, 2021
For Entities that have listed its Non- Convertible Debt Securities Or Non-Convertible Redeemable Preference Shares or both, SEBI has provided relaxations thorough another Circular dated 29th April 2021.
5	Half YearlyFinancial Results	52(1), LODR	45 days from the end of each half year	May 15, 2021	June 30, 2021
6	Annual Audited Financial Results	52(2), LODR	60 days from the end of the financial year	May 30, 2021	June 30, 2021
7	Statement of deviation or variation in use of funds	52(7), LODR	Along with the financial results (within 45 days of end of each half year / 60 days from end of the financial year)	May 15, 2021 (Half yearly) May 30,2021 (Annual)	June 30, 2021
For entities that have listed their bonds under the SEBI (Issue and Listing of Municipal Bonds) Regulations, 2015
8	Annual audited financial results	Pursuant to SEBI Circular dated 13th November 2019	60 days from the end of financial year	May 30,2021	June 30, 2021
For entities which have listed Commercial Papers
9	Half Yearly financial results	Pursuant to SEBI Circular dated 22^nd	45 days from the end of each half year	45 days from the end of each half year	June 30, 2021
10	10 Annual audited financial results	October 2019	60 days from the end of financial year	May 30,2021	June 30, 2021

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