Tag: Regulatory

SEBI Introduces Framework to Streamline Transfer of Portfolio Management Services

Legal Updates | October 29, 2025 | Practice Area: , ,

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.

The National Sports Governance Act, 2025: Regulatory Developments and New Opportunities

Insights | October 27, 2025 | Practice Area: , , ,

TheNational Sports Governance Act, 2025(“Act”) marks a major milestone in reforming the regulatory framework for sports in India. For a long time, sports bodies in India have struggled with issues such as lack of transparency, internal disputes and irregularities in elections and administration. Previous government efforts to professionalize Indian sports through non-binding guidelines and directions have had limited impact.
The Act introduces a comprehensive legal framework for the recognition, governance and oversight of sports organizations in India. It establishes key institutions such as theNational Sports Board, National Sports Tribunal and National Sports Election Panel while mandating codes of ethics, safe sports policies, and transparency obligations under the Right to Information Act, 2005. By formalizing governance processes, the Act seeks to enhance accountability and professionalism in sports bodies, and build trust with investors and stakeholders. It creates a better environment for long-term commercial engagements, such as through leagues, affiliates and infrastructure, while aligning Indian sports with international standards.
This note explores the key provisions of the Act, its implications for existing bodies such as the Board of Control for Cricket in India, and emerging commercial opportunities through the corporatization of sports federations, public-private partnerships, data monetization, and convergence with the newly enacted Promotion and Regulation of Online Gaming Act, 2025

Integrating Virtual Power Purchase Agreements into India’s Power Market: Proposed Changes to the Regulatory Framework

Insights | October 15, 2025 | Practice Area: , , ,

Certain changes to the Indian regulatory framework, as applicable to virtual power purchase agreements (“VPPAs”), have been recently proposed by the Central Electricity Regulatory Commission (“CERC”) pursuant to draft regulatory instruments – including through VPPA-specific guidelines, as well as necessary amendments to existing CERC regulations related to the power market and renewable energy certificates (“RECs”), respectively.
With the broad aim of enabling power consumers and obligated entities to meet their respective renewable consumption obligations (“RCOs”) pursuant to the Indian Government’s decarbonization targets and proposed energy security transition, and given the acknowledged utility of VPPAs to facilitate such mandatory RCO compliance, the draft amendments aim to (i) integrate VPPAs into the Indian power market, including by defining the nature and essential features of such contracts, and establishing their placement within the over-the-counter (“OTC”) market, (ii) provide concrete mechanisms for VPPAs to function as viable market instruments, and (iii) clarify the treatment of RECs under the contractual scheme of VPPAs. Accordingly, OTC platforms now have the additional objective of facilitating transactions between buyers and sellers in respect of contracts related to VPPAs and RECs, among others.
This note analyzes the draft amendments with reference to VPPAs.

National Company Law Tribunal

India’s Company Law Tribunals at a Crossroads: Jurisdictional Overlaps, Forum Shopping and the Way Forward

Insights | October 1, 2025 | Practice Area: , ,

The establishment of the National Company Law Tribunal (“NCLT”) and the National Company Law Appellate Tribunal (“NCLAT”) represented a pivotal moment in India’s corporate litigation landscape. These statutory tribunals were conceived as part of a broader project to modernise the adjudication of corporate disputes in India by relevant domain experts. However, nearly a decade after their operationalisation, the functioning of the NCLT and NCLAT has exposed a growing tension. The statutory architecture of the NCLT and NCLAT rests on exclusive jurisdiction-conferring clauses such as Section 430 of the Companies Act, 2013 (the “Companies Act”), and Section 60 of the Insolvency and Bankruptcy Code, 2016 (the “IBC”). These provisions expressly bar the jurisdiction of civil courts in matters where these tribunals are empowered to adjudicate. Appellate mechanisms under both the above statutes envisage a streamlined appeal mechanism from the NCLT to the NCLAT, and ultimately to the Supreme Court of India.
While in theory, this framework appears robust, in practice, however, these tribunals have become increasingly enmeshed in jurisdictional conflicts with civil courts, arbitral tribunals, sectoral regulators, and specialised adjudicatory bodies. As a result, the corporate litigation regime in India is characterised by procedural inconsistency, overlapping authority, leading to the tactical use of forum shopping by litigants.
In this note, we investigate these conflicts through a focused examination of four key domains that fall within the remit of the NCLT and the NCLAT: (i) corporate insolvency; (ii) corporate restructuring; (iii) shareholder governance and remedies; and (iv) auditor fraud and misconduct. The ambiguities in these areas have enabled litigants to exploit institutional gaps, undermining efficiency, delaying resolution and producing conflicting outcomes. To address these concerns, we propose certain legislative and procedural reforms aimed at restoring the exclusivity and institutional integrity that the framework was originally designed to achieve.

CIV scheme

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

Legal Updates | September 29, 2025 | Practice Area: , ,

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.

AI framework in the Indian financial sector

A Framework for Using AI in the Indian Financial Sector

Insights | September 23, 2025 | Practice Area: , , ,

On August 13, 2025, a committee constituted by the Reserve Bank of India (“RBI”) released its report with respect to a proposed framework for the responsible and ethical enablement (FREE) of artificial intelligence (AI) models in the Indian financial sector (such report, “FREE AI Report”), pursuant to principles of transparency, responsibility, and ethical deployment. The proposed framework may require RBI-regulated entities, including banks, to undertake significant investments and operational changes, including with respect to new governance structures and capacity-building measures.
In general, the FREE AI Report provides an overview of potential compliance obligations which might be imposed on RBI-regulated entities through future AI-related regulation. In that regard, the report proposes a sector-specific approach based on amendments to existing regulations and new AI-specific rules. Accordingly, a principles-based framework has been recommended for developing new regulations to guide the development, deployment, and governance of AI. The report also recommends including AI regulation within the scope of certain existing RBI master directions, including on cybersecurity, digital lending, customer service, fraud detection, information technology (“IT”) governance, and outsourcing of IT services.
This note provides a broad overview of the FREE AI Report and discusses the ways in which RBI-regulated entities could act upon its recommendations, including for the purpose of preparing for future AI regulation. AI governance requirements may involve the design and implementation of measures and strategies to ensure that AI models deployed in the financial sector are safe, reliable, and trustworthy, including for enhancing customer confidence and trust, and facilitating greater integration of AI models in finance.
 

Alternative Investment Funds

The RBI’s New Directions on Investments by Regulated Entities in Alternative Investment Funds

Insights | August 25, 2025 | Practice Area: , , ,

In the past few years, the Reserve Bank of India (“RBI”) has issued directions to regulate investments by banks, non-banking financial companies and other regulated entities (collectively, “REs”) in alternative investment funds (“AIFs”). These regulatory measures have been primarily intended to curb evergreening of loans by REs, where REs substitute their direct exposure to debtor companies with indirect exposure by investing in AIFs that, in turn, have investments in such debtor companies.
Recently, on July 29, 2025, the RBI introduced the Reserve Bank of India (Investment in AIF) Directions, 2025 (“New Directions”), which increase regulatory oversight over REs’ investments in AIFs while also relaxing some of the prohibitions of the prior regime. The New Directions will supersede the RBI’s prior circulars on this subject, in relation to new investment commitments made by REs in AIFs. This note analyzes the New Directions, the improvements from the prior regulatory framework and the concerns that remain to be addressed.

Clean Energy

Clean Energy: Issue 2 of 2025

Quarterly Roundups | August 12, 2025 | Practice Area: , ,

Issue 2 of 2025 of our Quarterly Roundup Series on Clean Energy covers the period between February and May 2025. This Issue tracks regulatory developments at both Central and State levels in the covered period with respect to solar energy generation, green hydrogen production, wind energy generation, tariff, connectivity, biogas, electric vehicles and e-mobility, and nuclear energy, and includes miscellaneous updates and key judicial decisions.
Significant developments in the covered period include clarifications on domestic content requirements for solar photovoltaic cells, issuance of the Green Hydrogen Certification Scheme of India, amended guidelines for tariff-based competitive bidding for power procurement from grid-connected wind solar hybrid projects, a landmark decision on whether the Central Electricity Regulatory Commission has jurisdiction to adjudicate tariff-related disputes involving nuclear power generation, new State-level regulations on green energy open access, operational guidelines to promote domestic manufacturing of electric passenger vehicles, issuance of new or revised State-level EV policies, a dedicated scheme for the implementation of biofuel projects in Madhya Pradesh, announcements on India’s Nuclear Energy Mission and establishment of taskforces to introduce legislative and regulatory changes in India’s nuclear energy sector, detailed procedures related to the offset mechanism under India’s Carbon Credit Trading Scheme, and draft guidelines for virtual power purchase agreements.

infrastructure investment trusts

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

Insights | August 6, 2025 | Practice Area: , ,

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.

clean energy projects in India

Use of Land for Clean Energy Projects in India

Insights | August 5, 2025 | Practice Area: , , , ,

India’s ambitious climate and clean energy targets are redefining the investment landscape for renewables and electric vehicles. As international and domestic players intensify their focus on these sectors, one of the most critical determinants of project viability is land.While dedicatedrenewable energy (“RE”)parks and/or designated zones with pre-acquired land and transmission infrastructure may help in streamlining project development, developers must still account for project-specific environmental clearances, construction permissions, and proximity to substations or transmission corridors.
With respect to solar and wind energy projects, as well as green hydrogen, significant land, real estate, and related infrastructural resources may be necessary, with site selection being one of the most critical early-stage considerations. Existing land-related challenges in India’s RE and green hydrogen sector involve availability, cost, and access issues, particularly for large-scale deployments, including on account of land conflicts, user restriction and domestic population density.
In general, securing/ acquiring land in India involves a complex matrix of legal, regulatory, and socioeconomic factors, including on account of varying ownership patterns across states, and issues such as fragmented titles, complicated land revenue systems, complex tenancy rights, litigation, and opposition from local communities.For energy companies, ‘clean tech’ and sovereign wealth funds, as well as infrastructure investors, the challenge lies in balancing legal certainty with commercial agility and social license.