15 March 2024

Legalaxy – Monthly Newsletter Series – Vol X – March, 2024

Vaish Associates Advocates


Established in 1971, Vaish Associates, Advocates is one of the best-known full-service law firms in India. Since its inception, it continues to serve a diverse clientele, including domestic and overseas corporations, multinational companies and individuals. Presently, the Firm has its operations in Delhi, Mumbai and Bengaluru.
In the March edition of our monthly newsletter "Legalaxy", our team analyses some of the key developments in securities market, foreign direct investment, banking and finance, labour, insolvency and liquidation, environment, power, and corporate affairs.
India Corporate/Commercial Law
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The Securities and Exchange Board of India ("SEBI"), vide its circular dated February 8, 2024, has issued revised pricing guidelines for institutional placements by privately placed infrastructure investment trusts ("InvITs") in a bid to promote ease of doing business.

Under the revised pricing guidelines, with immediate effect, privately placed InvITs can undertake institutional placement based on net asset value ("NAV") of the InvITs' assets. In this regard, paragraph 7.9.2 has been inserted in the SEBI Master Circular for InvITs dated July 6, 2023, and reads as follows:

"The institutional placement by privately placed InvIT shall be made at a price not less than the NAV per unit, based on the full valuation of all existing InvIT assets conducted in terms of InvIT Regulations."

Presently, institutional placement by InvITs was required to be made at a price not less than the average of the weekly high and low of the closing prices of the units of the same class quoted on the stock exchange during the 2 weeks preceding the relevant date. The decision to tweak the pricing guidelines is based on the request of the industry in respect of pricing for institutional placement by privately placed InvITs and recommendation of Hybrid Securities Advisory Committee (HySAC).

To read the circular click here


SEBI, vide its circular dated February 6, 2024, has issued guidelines for returning of draft offer document and its resubmission ("Guidelines"), so as to ensure completeness of the offer document for investors and provide greater clarity and consistency in the disclosures and for timely processing. The Guidelines are in force from the date of its issuance.

SEBI had observed that some draft offer documents/ draft letters of offer, filed with it for public issue/rights issue of securities ("Draft Offer Documents"), lacked in compliance with respect to instructions provided under Schedule VI (Disclosures in the Offer Document) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), which require revisions/changes and thus lead to a longer processing time.

The key parameters set out in the Guidelines, inter alia, include the following:

  1. Return of Draft Offer Documents: The Draft Offer Documents shall be scrutinized based on the Guidelines and any documents which are non-compliant with the instructions provided under Schedule VI of the ICDR Regulations will be returned to the issuer and the lead manager(s). Specifically, the Draft Offer Documents should:
    1. be drafted in simple language with visual representation of data ensuring usage of short sentences, definitive and unambiguous statements, use of conventional words, active voice, tabular presentation, or bullets, and avoiding multiple negatives;
    2. be presented in a clear, concise, and intelligible manner adhering to clear and concise sections, paragraphs and sentences, descriptive headings, and subheadings. Legal and technical terminology should be avoided and technical terms, if used, should be clarified;
    3. avoid complex presentations, vague, ambiguous, or imprecise explanations, complex information quoted or copied from legal documents (unless accompanied with clear and concise explanation), repetition of disclosures in different sections of the documents unless required otherwise and avoid any inconsistency in numbers, data, facts;
    4. set out the risk factors in simple, clear, and unambiguous language to bring out clearly the risk to the investor, without undermining the same;
    5. be clearly understandable without relying on the general rules and conditions; and
    6. not be subject to material concerns raised by any regulatory authority or enforcement agencies. If any pending litigation matters in any court or tribunal impact the eligibility criteria provided under the ICDR Regulations for the issue/ Draft Offer Documents filed by the issuer, then such information must be mentioned in the Draft Offer Documents.
  2. Resubmission of Draft Offer Documents:
    1. The Guidelines specify that while there shall be no fees charged on account of resubmission of Draft Offer Documents, applicable fees for changes, if any, specified in Schedule XVI Nature of changes in the Offer Document requiring filing of updated Offer Document of the ICDR Regulations shall continue to apply as is applicable to issuer for updation in Draft Offer Documents. There shall be no refund of filing fees in case of non-submission of the Draft Offer Documents by the issuer after return; and
    2. The issuer should make a public announcement in the mode and manner as prescribed under the ICDR Regulations and include a disclosure that it is a resubmitted document, within 2 days of resubmission of the Draft Offer Documents with SEBI. The issuer will also be required to make a written intimation to its sectoral regulators, if any, informing them of the return and resubmission of the Draft Offer Documents.

To read the circular click here


Ministry of Commerce and Industry ("MCI"), vide its press release dated February 21, 2024, had announced the amendment in the Foreign Direct Investment ("FDI") policy on space sector ("Amended Space FDI Policy") in tandem with the vision and strategy outlined in the Indian Space Policy - 2023. As per the existing FDI policy, FDI is permitted in establishment and operation of satellites through the government approval route only. Accordingly, MCI, on March 4, 2024, has released the press note in relation thereto. The Amended Space FDI Policy shall take effect from the date on which it shall be notified under Foreign Exchange Management Act, 1999.

The Amended Space FDI Policy seeks to liberalize the FDI policy provisions in the space sector by prescribing liberalized entry route and providing clarity for FDI in satellites, launch vehicles and associated systems or subsystems, creation of spaceports for launching and receiving spacecraft and manufacturing of space related components and systems.

Under the Amended Space FDI Policy, 100% FDI is allowed in space sector. The liberalized entry routes under the Amended Space FDI Policy are aimed to attract potential investors to invest in Indian companies in space. The entry route for the various activities under the Amended Space FDI Policy are as follows:

  1. Up to 74% under automatic route: satellites-manufacturing and operation, satellite data products and ground segment and user segment.
  2. Up to 49% under automatic route: launch vehicles and associated systems or subsystems, creation of spaceports for launching and receiving spacecraft.
  3. Up to 100% under automatic route: manufacturing of components and systems/ sub-systems for satellites, ground segment and user segment.

To read the press release click here and to read the press note click here

To read this Newsletter in full, please click here.

© 2024, Vaish Associates Advocates,
All rights reserved
Advocates, 1st & 11th Floors, Mohan Dev Building 13, Tolstoy Marg New Delhi-110001 (India).

The content of this article is intended to provide a general guide to the subject matter. Specialist professional advice should be sought about your specific circumstances. The views expressed in this article are solely of the authors of this article.

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