Capital Market
SPECIAL WINDOW FOR RE-LODGEMENT OF TRANSFER REQUESTS OF PHYSICAL SHARES1
The Securities and Exchange Board of India ("SEBI"), through a circular dated July 02, 2025 has introduced a special sixmonth window from July 07, 2025 to January 06, 2026 to allow investors to re-lodge transfer requests for physical shares that were originally lodged before April 01, 2019, but were rejected, returned, or not attended due to deficiencies. This circular is issued under SEBI's power to protect investor interests and regulate securities market. This move follows representations from investors, RTAs, and listed companies, and recommendations by a panel of experts. All such relodged transfer securities must be processed only in demat mode, and listed companies and Registrars and Transfer agents ("RTA") must ensure due procedure is followed. Companies and RTAs are required to create dedicated teams to process these requests and must publicise this special window bi-monthly through print and social media. Monthly reports on publicity efforts and transfer-cum-demat requests, in the format prescribed by SEBI (Annexure-A), must be submitted by RTAs/listed companies. Further, companies and RTAs must update their standard operating procedures and internal protocols accordingly.
This circular came into effect immediately.
FREQUENTLY ASKED QUESTIONS (FAQS) RELATED TO REGULATORY PROVISIONS FOR RESEARCH ANALYSTS2
SEBI, through a circular dated July 23, 2025, has issued detailed Frequently Asked Questions ("FAQs") to provide clarity on various regulatory provisions under the SEBI (Research Analysts) Regulations 2014 ("RA Regulations"), following amendments notified via the SEBI (Research Analysts) (Third Amendment) Regulations 2024, on December 16, 2024, and subsequent guidelines issued on January 08, 2025. These FAQs address representations received from research analysts ("RAs") and research entities seeking clarification on the provisions of RA Regulations.
In response, SEBI has clarified that RAs or research entities must obtain relevant certification from National Institute of Securities Market within one year from the date of the circular. Further, it is not mandatory for institutional investors or qualified institutional buyers to give their consent by signature on the terms and conditions including most important terms and conditions ("MITC"). However, RAs and research entities must still disclose the terms and conditions of research services including MITC to them. These decisions have been made based on the feedback received from the RAs and research entities, and to make compliance easier.
SEBI has also stated that individuals employed as research analysts by a registered research entity are not required to obtain separate registration under the RA Regulations. Such individuals must, however, meet the prescribed qualification and certification criteria, while the responsibility of obtaining registration lies with the research entity employing them.
Additionally, the FAQs enumerate nine categories of communication excluded from the definition of a "research report." These include, among others, communications related to general trends in the securities market, decisions on broad based indices, or commentaries on economic, political or market conditions, any periodic reports or other communications prepared for unit holders of mutual funds/ alternative investment fund/ clients of portfolio managers and investment advisers, internal communications not shared with clients, communications that constitute offer documents or prospectus that are circulated under SEBI regulations.
While technical analysis related to sectoral or index-level demand and supply is exempt from the scope of RA Regulations, SEBI has clarified that providing research services based on any other methodology for a specific security or set of securities is not exempt. The regulations apply to all securities as defined under Section 2(h) of the Securities Contracts (Regulation) Act, 1956.
Further, SEBI has permitted persons located outside India to issue research reports on securities listed or proposed to be listed on Indian stock exchanges, provided they enter into an agreement with a SEBI-registered research analyst or research entity. The FAQs also confirm that a sole proprietor may apply for registration as an independent research analyst, subject to compliance with applicable conditions.
On trading restrictions, SEBI has maintained that independent research analysts, part-time research analysts, individuals employed as RAs, and their associates are prohibited from trading in or dealing with securities they recommend or follow within 30 days before and 5 days after the publication of a research report. Additionally, they shall not be allowed to buy or receive shares of a company before its initial public offering if that company is in the same line of business as the companies they cover or recommend in their research.
This circular came into effect immediately.
Competition Law
COMPETITION COMMISSION OF INDIA CLOSES CASE AGAINST CHOLAMANDALAM MS GENERAL INSURANCE AND CENTRAL BANK OF INDIA
Vide its order dated July 07, 2025, the Competition Commission of India ("CCI") considered an information filed by Mr. P.R. Ganesan ("Informant"), proprietor of a micro-unit engaged in precision engineering, against Cholamandalam MS General Insurance Co. Ltd. ("OP-1") and Central Bank of India ("OP-2").
The Informant alleged that after the floods in Chennai in December 2015, his insured machines, goods, and materials were destroyed. According to the Informant, both OP-1 and OP-2 delayed providing copies of the insurance documents, which led to his claim being filed 62 days late. OP-1 rejected the claim on this ground for delay. The Informant contended that OP-1, being a reputed Murugappa Group company with a strong presence in Chennai, had abused its dominant position in the market for providing general insurance service in Chennai and, along with OP-2, had engaged in a tie-in arrangement that stifled competition.
The Informant sought: (i) an investigation under Sections 3(4) and 4 of the Competition Act, 2002 ("Act"); (ii) interim relief to prevent auction of his residential property and to arrange funds for medical treatment and creditors; and (iii) condonation of delay in filing the information, citing hardships and ongoing anti-competitive conduct.
The CCI noted that the information was filed almost ten years after the initial cause of action, which was beyond the statutory three-year period under Section 19(1). The reasons given, such as personal hardships, financial constraints, and ongoing efforts to recover, were not accepted as sufficient cause for condoning the delay. On the merits, the CCI observed that the general insurance market in Chennai was, anyway, characterised by several major competitors such as LIC, HDFC Life, SBI Life and others. Therefore, OP-1 could not be regarded as dominant, and no prima facie case of abuse of dominance or anti-competitive conduct arose.
Thus, the CCI dismissed the application for condonation of delay and closed the matter under Section 26(2) of the Act, as the allegations did not raise competition concerns.
CCI APPROVES ACQUISITION OF MAJORITY STAKE IN NAZARA BY AXANA ESTATES LLP AND OTHERS
Vide its order dated May 20, 2025, the CCI considered a notice under Section 6(2) of the Act filed by Axana Estates LLP ("Axana"), Plutus Wealth Management LLP ("Plutus"), and Junomoneta Finsol Private Limited ("Junomoneta") (collectively, "Acquirers").
Axana is a newly incorporated entity engaged in real estate and authorised to invest in shares and securities. Plutus and Junomoneta are investment and trading entities with existing stakes in various businesses, including Nazara Technologies Limited ("Nazara").
Nazara is a diversified gaming and sports media platform with activities in interactive gaming, esports, AdTech, and popular IPs such as Kiddopia, Animal Jam, and World Cricket Championship.
The Acquirers, along with persons acting in concert ("PACs"), proposed to acquire a majority stake/control in Nazara through: (i) a preferential allotment of approximately 5.4% equity in Nazara approved in January - February 2025; and (ii) subsequent open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2017 to acquire an additional 26% equity, potentially increasing their total holding to 53.17%.
The CCI examined the activities of the Acquirers, their affiliates, and Nazara for any horizontal overlaps or vertical/ complementary linkages. The CCI noted horizontal overlaps in: (i) supply of advertising airtime on digital platforms; (ii) sports news reporting; and (iii) B2C sales of apparel, footwear, and accessories. A potential vertical linkage was also noted between the supply of advertising airtime and downstream AdTech services.
After evaluating the market presence and revenues in these segments, the CCI concluded that the overlaps were insignificant in scale and not likely to change competition dynamics or cause an appreciable adverse effect on competition.
CCI PENALISES FEDERATION OF PUBLISHERS' AND BOOKSELLERS' ASSOCIATION IN INDIA FOR ANTI-COMPETITIVE PRACTICES
The CCI, via its order dated July 1, 2025, issued an order under Section 27 of the Act, against the Federation of Publishers' and Booksellers' Association in India ("FPBAI") and 24 others.
Mr. Pranav Gupta ("Informant") alleged that FPBAI facilitated a cartel in the book supply industry. The Informant alleged that: (i) FPBAI's Good Offices Committee ("GOC") fixed foreign currency conversion rates (3–5% above bank rates) for imported books; (ii) FPBAI capped discounts offered to libraries and institutions; and (iii) FPBAI issued terms of supply and advisories that restricted dealing with non-members. These practices, alleged to have continued from at least 2013 to 2021, were claimed to limit and control the supply of books and journals in India.
The Director General's investigation confirmed that GOC regularly published conversion rates for ten foreign currencies, which members were expected to follow, leading to price fixation. Although FPBAI later described these rates as 'suggestive,' the CCI found that members suffered losses because they bought at GOC rates and had to sell at bank rates to libraries. FPBAI failed to adequately withdraw or clarify discount-control clauses from circulars that remained accessible on certain member-affiliated websites, despite a prior CCI cease-and-desist order in 2021. FPBAI's circulation of 'approved supplier lists' and legacy advisories was found to indirectly restrict libraries' freedom to deal with nonmembers.
The CCI observed that the practice of fixing GOC conversion rates, even if described as legacy, constituted price fixation under Section 3(3)(a) of the Act. FPBAI did not take adequate steps to ensure compliance with previous orders prohibiting discount control. Circulation of approved supplier lists and failure to withdraw old advisories effectively limited market access for non-members, violating Section 3(3)(b) of the Act. Given the above-stated observations, the FPBAI was held to have contravened Sections 3(3)(a), 3(3)(b) read with Section 3(1) of the Act. The CCI imposed penalties on FPBAI and held certain former office bearers (including its former Presidents and Honorary Secretary) liable under Section 48 of the Act for their role in these practices. Further, the FPBAI was directed to cease and desist from the anti-competitive conduct and to take corrective steps to ensure compliance and fair competition in the book trade.
CCI IMPOSES PENALTY ON CARLYLE ENTITIES FOR INCORRECT GREEN CHANNEL FILING
The CCI, via its order dated June 26, 2025, passed an order under Section 43A of the Act against CA Plume Investments and Bequest Inc. (collectively, "Acquirers").
The Acquirers filed a notice under Section 6(2) via the Green Channel Route for acquiring stakes in Quest Global Services Pte. Ltd. ("Target"). CA Plume Investments, part of the Carlyle Group, proposed to acquire up to 23.6% equity, while Bequest Inc. (linked to Target's co-founder) proposed to acquire about 9.17% equity along with a buyback.
Initially, the Acquirers declared there were no horizontal, vertical, or complementary overlaps with the Target, qualifying the transaction for Green Channel approval. However, upon its review, the CCI observed potential vertical/complementary interfaces between certain Acquirers portfolio entities and Target's services.
A show cause notice was issued in April 2024 asking why the notice should not be treated as void ab initio and why penalties should not apply for incorrect declarations. The Acquirers admitted there were overlaps overlooked during initial due diligence, described the error as inadvertent, and tendered an unconditional apology. They highlighted their history of compliance, cooperation with the investigation, and willingness to re-file the notice under the proper form.
The CCI held that the combination did not meet the criteria of Schedule III for Green Channel filings as there were indeed vertical/complementary interfaces. Therefore, the deemed approval was void ab initio, and the Acquirers should have filed under Form I instead of availing the Green Channel.
In light of the above, the CCI imposed a penalty of INR 4,00,000 (Indian Rupees Four Lakhs) on the Acquirers under Section 43A for failure to file the correct notice. However, no penalty was imposed under Section 44, considering the Acquirers' cooperation and the mitigating factors. The Acquirers have also been directed to file a fresh notice in Form I with complete details within 30 days of receiving the order and pay the penalty within 60 days.
Footnotes
1 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97
2 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/105
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