Capital Markets Archives - S&R Associates

Amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015: Widening the Scope of “Unpublished Price Sensitive Information”

Insights | July 14, 2025 | Practice Area: Capital Markets, Corporate Governance and ESG, General Corporate, Mergers and Acquisitions

With effect from June 10, 2025, the Securities and Exchange Board of India (“SEBI”) has introduced certain amendments to the definition of unpublished price sensitive information (“UPSI”) under the SEBI (Prohibition of Insider Trading) Regulations, 2015, (“PIT Regulations”). The amendments aim to align the existing definition of UPSI under the PIT Regulations, which sets out an illustrative list of events constituting UPSI, with material events under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This note analyzes the amendments and explains how the expansion of the definition of UPSI will recalibrate compliance obligations for listed companies and their insiders.

Regulatory Landscape for SM REITs in India

Insights | May 5, 2025 | Practice Area: Capital Markets, Investment Funds, InvITs; REITs and Business Trusts, Real Estate, Regulatory

In March 2024, the Securities and Exchange Board of India (“SEBI”) amended the SEBI (Real Estate Investment Trusts) Regulations, 2014, to introduce Small and Medium Real Estate Investment Trusts (“SM REITs”), aiming to regulate fractional ownership platforms (“FOPs”) that offer retail investors access to real estate. This move addresses concerns related to investor protection, regulatory gaps, and operational transparency in FOPs. SM REITs are structured as SEBI-registered trusts and are required to comply with specific eligibility, investment, and governance criteria. This note outlines procedures for registration, scheme launches, and investor safeguards intended to enhance investor confidence, market liquidity, and standardized practices in India’s evolving real estate sector.

Recalibrating Compliance: Legal Implications of SEBI’s Revised Listing Regulations for HVDLEs

Insights | April 30, 2025 | Practice Area: Banking and Finance, Capital Markets

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) provide for the various compliance actions and reporting requirements for entities who have listed equity shares or other specified securities and/or non-convertible securities on the stock exchange. The Securities and Exchange Board of India (“SEBI”) recently amended the Listing Regulations by way of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 which has become effective as of March 28, 2025 (“Listing AmendmentRegulations”).
The changes introduced by the Listing Amendment Regulations primarily provide for additional reporting and compliance requirements for companies that have listed only non-convertible securities and qualify as a “high value debt listed entity” under the Listing Regulations. Previously, all high value debt listed entities needed to comply with Chapter V of the Listing Regulations, regardless of whether they had listed equity shares or other specified securities. Pursuant to the Listing Amendment Regulations, a new Chapter VA has been introduced that prescribes additional requirements for those high value debt listed entities that have only listed non-convertible debt securities. Such entities are now required to comply with the provisions of both Chapter V and Chapter VA of the Listing Regulations.

Evaluating the Regulatory Framework Governing Executive Compensation in Listed Companies

Insights | April 2, 2025 | Practice Area: Capital Markets, General Corporate, Regulatory

Executive compensation in listed Indian companies is determined through a three-stage process involving the Nomination and Remuneration Committee (“NRC”), the Board of Directors, and shareholders. The NRC identifies candidates, formulates a remuneration policy, and submits recommendations to the Board. The Board then reviews and approves these recommendations before presenting them to shareholders for a final vote. While shareholders theoretically have the ultimate authority, ambiguities in India’s regulatory framework may weaken its effectiveness. This note examines key issues in executive compensation governance, analyzing relevant regulations and proposing solutions to enhance the framework.

Investing in India: An Overview of Legal Considerations – 2025 Checklist

Insights | February 5, 2025 | Practice Area: Capital Markets, Competition/Antitrust, InvITs; REITs and Business Trusts, Mergers and Acquisitions, Private Equity, Regulatory, Tax

Foreign investment continues to play a crucial role in India’s economic growth with India achieving the milestone of having received USD 1 trillion of foreign direct investment since April 2000. While the cumulative FDI received in the financial years ended March 31, 2023, and March 31, 2024 remained similar, there has been an increase in the FDI received between April 2024 to September 2024 in comparison to previous years.
This note examines certain key legal considerations for foreign investors investing in India and highlights key updates included in the legal framework during the calendar year 2024.

Regulatory Landscape for Specialized Investment Fund: A New Asset Class

Insights | December 19, 2024 | Practice Area: Capital Markets, Investment Funds, Regulatory

The Securities and Exchange Board of India (“SEBI”) amended the SEBI (Mutual Funds) Regulations, 1996, to introduce a new asset class, the Specialized Investment Fund, effective December 16, 2024. The amendment aims to bridge the gap between Mutual Funds (“MFs”) and Portfolio Management Services (“PMS”) by offering a product suited for sophisticated investors with a risk-return profile between that of MFs and PMS.

SEBI Revitalizes the Indian Rights Issue Framework

Insights | December 17, 2024 | Practice Area: Capital Markets, Regulatory

A new rights issue framework proposed to be introduced by SEBI will allow timely access to capital and allow public shareholders to participate without significant dilution of their shareholding. Allowing promoters to renounce their rights entitlements in favor of select investors makes rights issues an attractive alternative to other methods of fund raising that may require shareholders’ approval. The SEBI proposal streamlines the rights issue process, significantly shortens timelines and rationalizes compliance requirements while introducing flexibility for companies to raise funds from select investors. This note provides an overview of the SEBI proposal for the new rights issue framework.

Restriction on Stock Brokers from Engaging in Other Businesses

Insights | December 12, 2024 | Practice Area: Anti-corruption; Fraud and Investigations, Capital Markets, Regulatory

Regulators in India are increasing looking at the businesses of entities and seeking to restrict the business activities to specified categories that they believe should be carried out by such regulated entities. One such interesting case relates to the permissible business activities of a stock broker. This note discusses the proposed amendment by the Government to Rule 8(1)(f) and Rule 8(3)(f) of Securities Contracts (Regulation) Rules,1957 in light of the enforcement actions taken against stock brokers and highlights the need to strike a balance between the commercial requirements of the stock broker and protecting the interests of its clients.

Regulatory Spotlight on Mutual Funds

Insights | September 18, 2024 | Practice Area: Anti-corruption; Fraud and Investigations, Capital Markets, Regulatory

The Indian mutual fund industry has experienced significant growth in recent years, with data released by Association of Mutual Funds in India indicating that assets under management increased from INR 25.48 trillion (USD 303 billion approximately) as on August 31, 2019 to INR 66.70 trillion (USD 795 billion approximately) as on August 31, 2024. The Indian securities market regulator, the Securities and Exchange Board of India (“SEBI”), has increased its scrutiny over the mutual funds industry and brought in certain amendments to regulations related to mutual funds. This note discusses SEBI enforcement actions against mutual funds and highlights the recent regulatory changes brought in to deter potential market abuse and increase investor confidence.

Related Party Transactions: Recent SEBI Scrutiny

Insights | August 13, 2024 | Practice Area: Anti-corruption; Fraud and Investigations, Capital Markets, Regulatory

The Securities and Exchange Board of India (“SEBI”) has been continuously calibrating the disclosure requirements applicable to Indian listed companies to increase transparency and accessibility of information to investors. Provisions regulating related party transactions (“RPTs”), and appropriate disclosure of such transactions, are a step in that direction. This note discusses two recent SEBI actions against listed companies related to RPTs and highlights the need for listed companies to have a comprehensive policy on RPTs that suitably addresses any perceived gaps or ambiguities.