Capital Markets Archives - S&R Associates

Preferential Issues, Use of Proceeds Discipline and the Limits of Ratification

Insights | April 21, 2026 | Practice Area: Capital Markets, Litigation and Arbitration, Regulatory

The Supreme Court of India in Securities and Exchange Board of India v. Terrascope Ventures Limited (2026 INSC 245). The note analyzes the landmark judgment of Securities and Exchange Board of India v. Terrascope Ventures Limited, where the Supreme Court of India ruled that deviations from the disclosed use of proceeds of a preferential issue cannot be cured by shareholder ratification or post-facto amendments to the company’s memorandum of association. The note outlines SEBI’s affirmation that its regulatory framework protects market integrity and that such breaches cannot be waived by corporate actions.

Accredited Investors and AIFs

Insights | March 16, 2026 | Practice Area: Capital Markets, Investment Funds, Regulatory

SEBI introduced a formal framework for accredited investors through amendments to the AIF Regulations on August 3, 2021, the operational contours of which continue to evolve through subsequent regulatory guidance and market practice. This note aims to provide a comprehensive overview of the eligibility criteria, procedure for accreditation, and regulatory relaxations available to accredited investors.

Regulatory Compliance Calendar for Category III AIFs

Regulatory Calendars | December 17, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

The regulatory compliance calendar sets out key regulatory compliance requirements (both periodical and event-based) for Category III AIFs under SEBI regulations and other important applicable laws in India.

Regulatory Compliance Calendar for Category II AIFs

Regulatory Calendars | December 17, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

The regulatory compliance calendar sets out key regulatory compliance requirements (both periodical and event-based) for Category II AIFs under SEBI regulations and other important applicable laws in India.

Regulatory Compliance Calendar for Category I AIFs

Regulatory Calendars | December 17, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

The regulatory compliance calendar sets out key regulatory compliance requirements (both periodical and event-based) for Category I AIFs under SEBI regulations and other important applicable laws in India.

SEBI Introduces Framework to Streamline Transfer of Portfolio Management Services

Legal Updates | October 29, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

The Securities and Exchange Board of India (“SEBI”) has issued a circular introducing a framework for the transfer of Portfolio Management Service (“PMS”) businesses between registered Portfolio Managers. The framework, effective immediately, requires prior SEBI approval for all transfers, whether within the same group or to an unrelated entity. It sets out clear procedures, timelines, and responsibilities for both transferor and transferee, including requirements for joint applications, client consent, undertakings, and surrender of registration where applicable. The framework provides regulatory clarity and operational flexibility for business reorganizations, group consolidations, and exits in the PMS sector while maintaining investor protection.

Regulatory Update: Introduction of a New Co-Investment Scheme for AIFs by SEBI

Legal Updates | September 29, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

The Securities and Exchange Board of India has introduced a new Co-Investment Vehicle Scheme (“CIV Scheme”) under the AIF Regulations, effective September 9, 2025, allowing Category I and II AIFs to offer co-investment opportunities directly to accredited investors. The CIV Scheme serves as an in-house alternative to the Co-investment PMS route, with clear rules on eligibility, investment limits, governance, and exits. Exemptions from certain AIF requirements provide operational flexibility, while safeguards such as ring-fencing of assets, pro-rata rights, and strict compliance standards ensure investor protection.

Recent Regulatory Developments in India (2025)

Insights | August 11, 2025 | Practice Area: Capital Markets, InvITs; REITs and Business Trusts, Real Estate

The Securities and Exchange Board of India (SEBI) has introduced certain amendments to the regulatory framework for real estate investment trusts (REITs) in 2025. These amendments primarily focus on ease of doing business and investor protection. This note provides an overview of the 2025 amendments.

From Private to Public: SEBI’s New Roadmap for InvIT Conversion

Insights | August 6, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

SEBI has proposed reforms to simplify the conversion of private listed InvITs into public ones by removing sponsor lock-ins and minimum contribution requirements, easing post-conversion liquidity norms, and aligning disclosure standards with follow-on offers. The changes aim to reduce compliance, attract investors, and foster InvIT market growth.

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.