[Amarpal Singh Dua is an Advocate practising before the Supreme Court of India] In the Union Budget 2021–22, Finance Minister Nirmala Sitharaman proposed a unified Securities Markets Code (“Code“) aimed at consolidating all existing securities laws into a rationalized and updated framework. In July 2023, she announced that the groundwork was complete and that the Code would soon...
Strangling Growth or Ensuring Stability? SEBI’s New Regulatory Framework for SMEs
[Tirth Purani and Aditi Srivastava are 4th year BALLB (Hons) students at Institute of Law, Nirma University] Small and medium enterprises (“SMEs”) constitute the backbone of the Indian economy, contributing significantly to employment generation, innovation and growth. When the question of their survival and growth emerges, capital often becomes a roadblock. An initial...
Protection of Minority Shareholder Rights: Addressing Shareholder Deadlocks
[Shreeji Patel is a student at National Law Institute University, Bhopal (NLIU)] A recent ruling in Escientia Life Sciences v. Escientia Advanced Sciences (P) Ltd. dated 21 March 2025 reflects the evolving approach of the National Company Law Tribunal (“NCLT”) in resolving shareholder deadlocks. The NCLT proposed a structured buy-out mechanism after observing that a continued...
SEBI’s Move to Allow Promoters to Retain ESOPs Post-IPO: A Critical Analysis
[Arushita Singh is a fourth year student at National Law Institute University, Bhopal] In its recent consultation paper, the Securities and Exchange Board of India (SEBI) has proposed a slew of amendments aimed at refining the regulatory landscape for public issues and offering clarity on procedural requirements. Among these proposals, a clarificatory amendment aims to resolve...
Not So Enka-dible: Why the Indian Supreme Court Must Rethink the Law Governing Arbitration Agreements
[Akash Kumar Surya is a IV year student at the National Law School of India University, Bengaluru] When parties agree to resolve disputes through arbitration, three distinct laws typically come into play: the lex contractus (governing the rights and obligations under the contract), the law governing the validity and interpretation of the arbitration agreement (LGAA), and...
Call for Papers: 3rd Edition of Wadia Ghandy Awards for Structured Finance Research
[Announcement on behalf of Vinod Kothari Consultants] We are inviting researchers, law students, and legal scholars to make their contribution to structured finance research and submit their papers for consideration on the list of attached topics. Selected Topics (further details in the link below) Optimal regulatory regime for listed securitised debt securities Tokenisation as an...
Philanthropic Stock Market: SEBI’s Framework on the Social Stock Exchange
[Anenya and Yash Sharan are students of Hidayatullah National Law University, Raipur] On 19 March 2025, the Securities and Exchange Board of India (“SEBI”) issued a circular (“the Circular”) proffering a framework on a social stock exchange (“SSE”). This regulatory development allows social enterprises to obtain funding through an exchange system that receives regulatory...
Advancing from Reactive to Proactive Post-Acquisition Control Surveillance with Global Insights
[Deergha Meena is a fourth year student at NALSAR University of Law] India’s framework for monitoring post-acquisition control remains largely reactive, leaving a critical gap in tracking the evolution of control after transactions close. Although the Securities and Exchange Board of India’s (SEBI’s) Takeover Regulations and SEBI’s Listing and Disclosure Requirements...
Appointing Arbitrators Following the Approval of Resolution Plans: Adopting A Pro-IBC Stance
[Udai Yashvir Singh and Aditi Gupta are 5th year students at National Law University Delhi] The principle of clean slate was propounded by the Supreme Court in the seminal case of CoC of Essar Steel India Limited v. Satish Gupta. The principle essentially entails that any claim which is pending before a court or arbitral tribunal or any claim which has not been...
To Register or Not to Register ? – MSMEs and Arbitration Act
[Anirudh Goyal is a practicing advocate at the Calcutta High Court, and Jaspreet Singh is a final year undergraduate student at the WBNUJS, Kolkata] On multiple occasions, the Supreme Court, followed by various High Courts, has emphasised upon registration being a prerequisite for availing benefits under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act...
Restricting Carry-Forward of Losses: Analysing Reforms to the Income Tax Act
[Megha Porwal and Manav Pamnani are 3rd year B.A., LL.B. (Hons.) students at the NALSAR University of Law, Hyderabad] The Union Budget presented on 1 February 2025 marks a significant development in the jurisprudence pertaining to direct taxes in India. This is because it introduces a substantial amendment to sections 72a and 72AA of the Income...
Compulsorily Convertible Debentures: Debt or Equity? Analysing NCLAT’s Ruling
[Raghav Bhatia is an Advocate practising at the Supreme Court of India and High Court of Delhi and Lishika Sahni is a 4th year law student at Dr. RMLNLU, Lucknow]. In December last year, in Indian Renewable Energy Development Agency Limited v. Waaree Energies Limited, the National Company Law Appellate Tribunal (“NCLAT”) observed that compulsorily convertible...
Navigating SEBI’s Merchant Banker Reforms: Challenges and Solutions
[Manit Sharma and Priyal Singh are 4th year students at Gujarat National Law University, Gandhinagar and SVKM’s NMIMS School of Law, Navi Mumbai respectively] The Securities and Exchange Board of India (SEBI) late last year reviewed and approved amendments to the SEBI (Merchant Bankers) Regulations, 1992 (Regulations). These regulations have acted as the cornerstone for the elibility of...
Margin Call on Misinformation: SEBI’s Crackdown on Finfluencers
[Srashti Talreja is a fourth-year BBA LLB (Hons.) student at Symbiosis Law School, Pune, and Kartik Mehta a fourth-year BA LLB (Hons.) student at Hidayatullah National Law University, Raipur] The recent crackdown by Securities and Exchange Board of India (SEBI) on ‘Asmita Patel’ —also known as the ‘she-wolf of the Stock Market’ — following the issuance of the new circular, (Circular) has sent...
Party Autonomy vs. Judicial Oversight: The Arbitration Dilemma
[Rishab Chand Jain and Jitya Singh are in the 3rd year and 4th year respectively in B.A. LL.B. (Hons.) programme at the National Law School of India University, Bangalore (NLSIU)] Party autonomy, impartiality, and independence in appointing arbitrators have always been a tussling point in Indian arbitration jurisprudence. The Indian judiciary has juggled between two differing lines of reasoning...
India’s Cross-Border Insolvency Framework: Time to Honour Exclusive Jurisdiction Clauses
[Vishrut Kansal is a Principal Associate at the Delhi office of Shardul Amarchand Mangaldas, and Mohd Fahad Ansari is a 4th year B.A., LL.B. (Hons.) student at NUSRL Ranchi] In cross-border commercial transactions that involve parties from India and other jurisdictions, it is common to include a clause which specifies that any dispute arising shall be subject to the exclusive jurisdiction of the...
The Religare Takeover Saga: Competing Offers and SEBI’S Tightrope Walk
[Aayush Ambasht, Param Kailash and Sudiksha Moorthi are 4th Year BBA LLB (Hons.) students at Symbiosis Law School, Pune] The 16-month long takeover saga of Religare Enterprise Limited (REL) reached its much-awaited conclusion on 14 February 2025 by way of an order of the Securities and Exchange Board of India (SEBI) following Supreme Court directions. The controversy unfolded in early 2024 when...
RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance
[Bharat Vasani is Senior Advisor – Corporate laws at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] The law on related party transactions (“RPTs”) has been evolving since its inclusion in the Companies Act, 2013 (“the Act”) and the introduction of stricter regulations for listed companies by the Securities and...
The SEBI-RBI Conflict: Regulatory Gridlock in NBFC Takeovers
[Akshay Dhekane is a 5th year B.A., LL.B. (Hons.) student at National Law University Delhi] In the Indian markets, hostile takeovers are a potent but rare strategy to gain control over companies. Recognizing their importance the Supreme Court in Pramod Jain v SEBI held: “A hostile takeover helps to unlock the hidden value of the shares and puts pressure on the management to work efficiently”...
Decoding CCI’s Integrationist Stance: Unpacking the WhatsApp Privacy Policy Saga
[Andaleeb Haider is a 2nd year B.A. LL.B (Hons.) student at National Academy of Legal Studies and Research (NALSAR) University of Law, Hyderabad] Recently, the National Company Law Appellate Tribunal (NCLAT) stayed the five-year ban imposed by the Competition Commission of India (CCI) on WhatsApp Inc. from sharing its users’ data with Meta Platforms for advertising purposes. The CCI had imposed...
Share Application Money: Is it Financial Debt under the IBC?
[Tejas Venkatesh is a Final Year student at Jindal Global Law School] On 26 November 2025, the principal bench of the National Company Law Appellate Tribunal (NCLAT) in New Delhi dismissed an appeal arising from an order of the National Company Law Tribunal (NCLT). The order of the NCLT rejected an application by Muralidhar Vincom Pvt. Ltd. to initiate corporate insolvency resolution process...
The Doctrine of Vicarious Liability of Auditors: Delhi High Court in Deloitte v. Union of India
[Bharat Vasani is a Senior Advisor and Maharshi Shah and Ayush Lahoti are Associates, all at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] India’s evolving financial reporting system has made robust corporate governance mechanisms indispensable. The need for heightened financial reporting mechanisms was first...
CIRP Amendment Regulations 2025: Streamlining Resolution Processes and Protecting Homebuyer Interests
[Aparna Ravi is a Partner and Manan Sheth an Associate at S&R Associates, Advocates] As of December 2024, insolvencies in the real estate sector accounted for approximately 22% of admitted cases under the Insolvency and Bankruptcy Code, 2016 (“IBC”), making it second only to the manufacturing sector that accounted for 37% of admitted cases, as noted in the Insolvency and Bankruptcy Board of...
SEBI’s New Consultation Procedure for Making Regulations
As the regulator of India’s capital markets, the Securities and Exchange Board of India (“SEBI”) performs the role of a mini-state in that it exercises the powers of the legislature, executive, and judiciary, all vested in a single authority. Over the last three decades of its existence, SEBI has enacted regulations on nearly every single aspect of India’s capital markets. Its regulation-making...
Tax or Contractual Payment: The Prospect of an ISDS Claim
[Kartikey Mahajan is a Partner, Jatan Artur Rodrigues a Senior Associate, and Keshav Somani an Associate, all part of the Dispute Resolution practice group of Khaitan and Co. The authors would like to thank Rohan Sanjith (Paralegal at Khaitan & Co and a final-year student at Indian International University of Legal Education and Research) for his contribution] On 25 July 2024, a nine-judge...
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