CAPITAL MARKET
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2025.1
The Securities and Exchange Board of India ("SEBI") has notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2025, introducing certain additional requirements to be disclosed on the Stock Exchanges under the material disclosure requirements for such information having a bearing on performance/operations of listed entity and/or price sensitive information for securitized debt instrument under Regulation 30, which are as follows:
- Outstanding litigations and material developments in relation to the originator or servicer or any other party to the transaction which could be prejudicial to the interests of the investors shall be disclosed by special purpose distinct entity or its trustee to the stock exchange on annual basis;
- Disclosure about defaults in connection with servicing obligations undertaken by servicer shall be disclosed by special purpose distinct entity or its trustee to the stock exchange on annual basis.
Additionally, a proviso has been added regarding the SCORES registration to be taken by listed entity to the effect that in case of securitized debt instrument, SCORES registration may be taken at the Trustee level for all special purpose distinct entities, that they are a trustee of.
These amendments shall come into force on the date of their publication in the Official Gazette.
SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING CORPORATIONS) (THIRD AMENDMENT) REGULATIONS, 20252
The Securities and Exchange Board of India (SEBI) had notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2025, has made certain amendments to Regulation 24 of the Regulations, regarding the conditions of appointment of directors, by adding the below proviso in sub-regulation (1):
Provided that the non-independent director on the governing board of a recognized stock exchange or a recognized clearing corporation may be appointed in another recognized stock exchange or a recognized clearing corporation or a depository with prior approval of the Board, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation
Further, in sub-regulation (3), the first proviso has been substituted with the following:
Provided that upon the expiry of the term(s) at the recognized stock exchange or the recognized clearing corporation, a public interest director may be appointed with the prior approval of the Board for a further term of three years in another recognized stock exchange or a recognized clearing corporation or a depository, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation:
Provided further that the cooling-off period would be applicable only in case of appointment as a public interest director in a competing recognized stock exchange or a recognized clearing corporation:
Additionally, the following explanations have been added after the aforementioned provisos,
Explanation 1: For the purpose of this sub-regulation, the expression "competing recognized stock exchange or recognized clearing corporation" shall be applicable in case of appointment of a public interest director from one recognized stock exchange to another recognized stock exchange or one recognized clearing corporation to another recognized clearing corporation.
Explanation 2: For the purpose of this sub-regulation, where the recognized clearing corporation is a subsidiary of a recognized stock exchange, both the entities shall be treated as a single entity."
These amendments will come in force with effect from July 30, 2025.
INVESTOR CHARTER FOR REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS (RTAS)3
The Securities and Exchange Board of India ("SEBI") has mandated that all Registrars to an Issue and Share Transfer Agents ("RTAs") must (a) publish a comprehensive Investor Charter on their websites/through email; and (b) displaying the Investor charter at prominent places in offices.
Additionally, in order to ensure transparency in the investor grievance redressal mechanism, all the registered RTAs shall continue to disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7th of succeeding month. The Investor Charter must detail the key services offered by RTAs to investors, including processing of dematerialization requests and transmission of securities requests etc along with specified turnaround times for each service. It should clearly outline investor rights such as access to information about all the statutory and regulatory disclosures, sell/transfer securities with minimal documentation and get customised services as per requirement at fair price, among others.
The charter must provide complete information about the grievance redressal process, including mode of filing such complaint and escalation procedures.
This circular rescinds SEBI Circular No.SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/670 dated November 26, 2021 stands and amends Clause 29 of the Master Circular for RTAs dated May 07, 2024.
This circular has come into effect since May 14, 2025.
Additionally, SEBI has vide circulars dated SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/63 and SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64, both dated May 07, 2025, introduced certain guidelines for financial information in the offer document and continuous disclosures and compliances by REITs and INVITs.
COMPETITION LAW
Following are the developments in the Competition law sphere for the month of May 2025:
SUPREME COURT UPHOLDS COMPAT DECISION IN SCHOTT GLASS CASE, DISMISSES APPEALS BY CCI AND KAPOOR GLASS
Vide its judgment dated 14.01.2025, the Hon'ble Supreme Court of India dismissed the appeals preferred by the Competition Commission of India ("CCI") and Kapoor Glass India Private Limited ("Kapoor Glass"), thereby affirming the decision rendered by the Competition Appellate Tribunal ("COMPAT") in favour of Schott Glass India Private Limited ("Schott Glass").
The matter originated in 2010 when Kapoor Glass, engaged in converting glass tubing into pharmaceutical containers, lodged a complaint under Section 19 of the Competition Act, 2002 ("Act"), alleging abuse of dominance by Schott Glass. The allegations pertained to the use of exclusionary, volumebased discount structures, imposition of discriminatory contractual conditions, and occasional supply refusals. Upon forming a prima facie opinion, the CCI directed an investigation by the Director General ("DG").
The DG's investigative findings concluded that Schott Glass had contravened Section 4 of the Act. Subsequently, the CCI imposed a penalty of approximately INR 5.66 crores and issued a cease-and-desist directive with respect to the alleged anti-competitive practices. Schott Glass challenged this order before COMPAT, which overturned the penalty, observing that the evidentiary material did not substantiate claims of abuse of dominant position.
Aggrieved by COMPAT's ruling, both the CCI and Kapoor Glass approached the Supreme Court, seeking restoration of the CCI's original order. The Supreme Court, however, upheld the findings of COMPAT, holding that Schott Glass's target-discount programme was neutral in nature, based on purchase volumes, and supported by objective justification, with no exclusionary impact established. The functional discount scheme was likewise found to be uniformly accessible and objectively rational, without any foreclosure or restriction of market capacity.
The Court further noted that Schott Glass did not engage in downstream operations, thereby ruling out the occurrence of margin squeeze or foreclosure. Additionally, it found that NGA and NGC tubes did not constitute separate products and that there was no evidence of coercion or exclusionary conduct.
Emphasising the need for an effects-based assessment under the Act, the Supreme Court concluded that no appreciable adverse effect on competition had been demonstrated in the present case.
CCI APPROVES KDT VENTURE HOLDINGS' MINORITY ACQUISITION IN SHIPROCKET
CCI, vide an order dated 03.12.2024, approved KDT Venture Holdings, LLC's ("KDT") acquisition of up to 5.49% equity shareholding, along with certain rights, in Shiprocket Private Limited ("Shiprocket"/ "Target") by way of primary and secondary purchase of compulsory convertible shares and equity share ("Proposed Combination"). KDT is an investment arm and a wholly owned subsidiary of Koch Inc. ("Koch"/ "Acquirer Group").
As part of its assessment, the CCI noted that an affiliate of the Acquirer Group (namely, Indor (India) Private Limited), exhibited a horizontal overlap with Shiprocket's affiliate (namely, Logibricks Technologies Private Limited) in the market of Enterprise Resource Planning ("ERP") services.
However, the CCI noted that considering the nature and extent of the overlap and the competition assessment, the Proposed Combination was not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.
The CCI noted that the combined market share of the parties (including their affiliates) in the horizontally overlapping market for ERP services was in the range of (0-5)%, with incremental market share being less than 1%. Further, CCI observed that the market segment was fragmented with the presence of several other competitors and that the two affiliates of the Acquirer and the Target provide ERP services to different sets of customers.
Furthermore, the CCI noted that the presence of the parties in the upstream as well as downstream market was limited (0-5%), except for the narrow-segment of organized warehousing services for ecommerce in India, in which the market share is in the range of (5-10)%.
In view of these observations, the CCI was of the opinion that the Proposed Combination was not likely to have appreciable adverse effects on competition in India. Thus, the CCI approved the Proposed Combination under Section 31(1) of the Act.
CCI APPROVED THE COMBINATION INVOLVING THE ACQUISITION OF SHAREHOLDING OF ADVANTA ENTERPRISES LIMITED BY ALPHA WAVE VENTURES II, LP
The CCI, vide an order dated 12.01.2025, approved a combination involving the acquisition of 12.44% shareholding of Advanta Enterprises Limited ("Target"/ "Advanta") by Alpha Wave Ventures II, LP ("Acquirer"/ "AWV II") by way of: (i) allotment of equity shares by Advanta to AWV II, representing a 3.51% shareholding in Advanta; and (ii) acquisition of equity shares by AWV II from UPL Limited ("UPL"), representing an 8.93% shareholding in Advanta.
AWV II is the global private equity fund managed by Alpha Wave Ventures GP ("AWV GP"), a joint venture between Alpha Wave Global, LP ("Acquirer Group 1") and Lunate Holding RSC Ltd ("Acquirer Group 2").
The CCI observed that the affiliates of Acquirer Group 1 and Acquirer Group 2 exhibit the following potential complementary overlaps with Advanta:
- Advanta is engaged in the commercialisation of seeds, and AWV II's affiliate is engaged in the provision of Crop Protection Products;
- Advanta is engaged in the commercialisation of seeds, and (a) AWV II's affiliate and (b) Acquirer Group 1's affiliate are engaged in the provision of digital farming solutions; and
- Advanta is engaged in the commercialisation of seeds, and AWV II's affiliate is engaged in the provision of crop insurance services.
The CCI noted that, given there were no horizontal overlaps, and the provision of services by the Acquirer in the downstream market, for all three complementary linkages are seed agnostic, there was no requirement to delineate the market at the narrow level.
The combined market share of the parties in the common upstream market for commercialisation of seeds in India is in the range of [5-10]%, With respect to the downstream market of the Crop Protection Products, digital farming solutions and crop insurance service, the combined market share of the parties in each of these three segments is in the range of [0-5]%.
Therefore, given the minuscule presence of the parties and their affiliates, the CCI was of the opinion that the Proposed Combination was not likely to have an appreciable adverse effect on competition in India. Therefore, the CCI approved the Proposed Combination under Section 31(1) of the Act.
CCI APPROVED THE COMBINATION INVOLVING THE ACQUISITION OF RENEWABLE POWER PRIVATE LIMITED BY ONGC NTPC GREEN PRIVATE LIMITED
The CCI, vide an order dated 11.03.2025, approved a combination involving the acquisition of 100% shareholding of Ayaa Renewable Power Private Limited ("Target") by ONGC NTPC Green Private Limited ("Acquirer") from CDC India Opportunities Limited ("Sellers") ("Proposed Combination").
The CCI, in its assessment, decided to leave the exact delineation of relevant markets for the Proposed Combination open, as the same is not likely to cause appreciable adverse effect on competition in any of the relevant markets in India.
With respect to horizontal overlaps, the CCI observes that in the overall segment of power generation, through renewable resources, its sub-segments, and power transmission, the incremental market shares are insignificant to cause competition concerns as a result of the Proposed Combination.
With regard to the vertical linkages as well as complementarity between the activities of the parties, the CCI observed that the presence of the Target (along with its affiliate entities) in any of the markets is not such as to cause competition concern.
In light of the above assessment, the CCI was of the opinion that the Proposed Combination was not likely to have an appreciable adverse effect on competition in India and therefore, the CCI approved the Proposed Combination under Section 31(1) of the Act.
DISPUTE RESOLUTION
SUPREME COURT DEFINES SCOPE OF JUDICIAL POWER TO MODIFY ARBITRAL AWARDS
A five-judge Constitution Bench of the Hon'ble Supreme Court answering a reference in the matter titled Gayatri Balasamy v. ISG Novasoft Technologies Ltd. 4 by a 4:1 majority, held that Indian courts possess a limited power to modify arbitral awards under Sections 34 and 37 of the Arbitration and Conciliation Act, 1996 ("the Act"). This ruling resolves a longstanding judicial divergence on whether courts can go beyond setting aside arbitral awards to actually altering them.
The reference arose from the matter titled Gayatri Balasamy v. ISG Novasoft Technologies Ltd5 wherein, Ms. Gayatri Balasamy ("Appellant"), was appointed as Vice President at ISG Novasoft Technologies Ltd. ("Respondent") in 2006. Following allegations of sexual harassment against the company's CEO and subsequent legal proceedings, the parties were referred to arbitration by the Hon'ble Supreme Court. The arbitral tribunal awarded the Appellant sum of INR 2 crores. Dissatisfied, she challenged the award under Section 34 of the Act before the Hon'ble Madras High Court, which modified the award by granting an additional sum of INR 1.6 crores. This modification was later reduced to INR 50,000 by a Division Bench of the Hon'ble Madras High Court. The matter eventually reached the Hon'ble Supreme Court leading to a reference by a three-judge bench for consideration by a Constitution Bench to clarify the scope of judicial interference under Sections 34 and 37 of the Act.
The Hon'ble Supreme Court held that while Section 34 does not explicitly allow modification of arbitral awards, courts have inherent power to modify awards in limited circumstances, this includes correcting computational, clerical, or typographical errors, or adjusting post-award interest rates, provided these modifications do not entail a re-evaluation of the merits of the case. The Court clarified that where the award is severable, the invalid portions of an award may be set aside, leaving valid parts intact. The Court also recognized its power under Article 142 of the Constitution, to effect modifications, but only with caution and within constitutional boundaries. This ruling clarifies the extent to which Indian courts can intervene in arbitral awards, striking a balance between upholding the finality of arbitration and ensuring judicial oversight to correct manifest errors.
SUPREME COURT AFFIRMS TRIBUNAL'S POWER TO AWARD INTEREST ON INTEREST
The Hon'ble Supreme Court of India in M/s Interstate Construction v. National Projects Construction Corporation Ltd.6 affirmed the arbitral tribunal's authority to grant interest on interest, under Section 31(7) of the Arbitration and Conciliation Act, 1996 ("the Act").
In the present case, the dispute arose from a 1984 contract between Interstate Construction ("Appellant") and National Projects Construction Corporation Ltd. ("Respondent") for foundational work at NTPC's Ramagundam project. After completing the work, Interstate Construction faced delays in payment, leading to arbitration proceedings initiated in 1993. The arbitral award, delivered in 2020 by Justice R.C. Jain (Retd.), awarded the Appellant INR 34.43 lakhs along with: (i) pre-reference interest at 18% per annum, (ii) pendente lite interest at 12% per annum (split into two phases), and (iii) post-award interest at 18% per annum on the total amount, including the accrued pre-award interest.
While a Single Judge of the Hon'ble Delhi High Court partially upheld the award, a subsequent Division Bench overturned key aspects, ruling that the tribunal lacked jurisdiction to split the pre-award interest period or to award post-award interest on the total sum, categorizing such award as impermissible compound interest.
The Hon'ble Supreme Court disagreed with the Division Bench and restored the original award. It clarified that under Section 31(7) of the Act, the arbitral tribunal enjoys the discretion to award interest for separate periods, prereference, pendente lite, and post-award, and that the "sum" on which post-award interest is calculated includes both principal and accrued interest. Thus, awarding interest on interest is lawful and within the tribunal's jurisdiction.
The Court relied on its earlier precedents, including Pam Developments Pvt. Ltd. v. State of West Bengal, 7 Hyder Consulting (UK) Ltd. v. Governor, State of Orissa, 8 and UHL Power Company Ltd. v. State of Himachal Pradesh, 9 underscoring that the power to grant such interest is statutorily recognized and not barred unless expressly excluded by the arbitration agreement.
DELHI HIGH COURT SETS ASIDE EX PARTE ARBITRAL AWARD DUE TO UNILATERAL APPOINTMENT OF ARBITRATOR AND LACK OF PROPER SECTION 21 NOTICE
The Hon'ble Delhi High Court, in the matter titled M/s Supreme Infrastructure India Limited v. Freyssinet Memard India Pvt. Ltd. 10, set aside an ex parte arbitral award dated 15.03.2016 under Section 34 of the Arbitration and Conciliation Act, 1996 ("the Act"), holding that unilateral appointment of an arbitrator and failure to serve a valid notice under Section 21 of the Act vitiated the arbitral proceedings.
In the present case, M/s Supreme Infrastructure India Limited ("Petitioner") challenged the arbitral award passed in favour of Freyssinet Memard India Pvt. Ltd. ("Respondent"). The Petitioner contended that no notice under Section 21 of the Act was ever received, and that the unilateral appointment of the arbitrator violated the settled law on party autonomy and mutual consent in arbitration. The Petitioner also claimed that it was unaware of the arbitral proceedings and only came to know of the award in June 2024 when it received a copy of a Section 9 IBC petition filed before NCLT, Mumbai.
The Respondent relied on the silence of the Petitioner to contend that the appointment was valid and that the arbitral proceedings were lawfully conducted, culminating in an ex parte award. However, the Hon'ble Delhi High Court rejected these arguments, emphasizing that the arbitral proceedings commence only upon receipt of the Section 21 notice and that mere silence or inaction cannot be treated as implied consent to the appointment of an arbitrator.
The Court held that unilateral appointment of an arbitrator in the absence of a valid Section 21 notice is impermissible and that the only remedy available to a party, in case of nonresponse from the counterparty, is to approach the Court under Section 11 of the Act for appointment of an arbitrator. It further noted that the address to which the purported notice was sent did not match the address provided in the Work Order, undermining the claim of service.
Accordingly, the Hon'ble Delhi High Court set aside the ex parte arbitral award, holding that the proceedings were fundamentally flawed due to non-service of notice, unilateral appointment, and absence of due process. The judgment reinforces the importance of procedural compliance and party participation in upholding the legitimacy of arbitral proceedings.
EMPLOYMENT LAW
STATUTORY UPDATES
NO HARD COPY OF RETURN IN FORM III REQUIRED UNDER THE WEST BENGAL STATE TAX ON PROFESSIONS, TRADES, CALLINGS AND EMPLOYMENTS ACT, 1979
The Government of West Bengal has streamlined the return filing process under the West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979. Pursuant to an Order bearing No. I/637636/2025 issued by the Commissioner of Commercial Taxes and Profession Tax dated 07 May 2025, under Rule 6A of the West Bengal State Tax on Professions, Trades, Callings and Employments Rules, 1979, it has been clarified that registered employers are no longer required to submit a physical (hard) copy of return in Form III to the prescribed authority. This Order is effective immediately. This move aims to remove the practical difficulties faced by return filers and to enhance procedural convenience and efficiency.
REVISED CONDITIONS FOR EMPLOYING WOMEN EMPLOYEES DURING NIGHT SHIFTS IN HARYANA
The Labour Department, Government of Haryana, vide its Notification bearing No. 83-2025/Ext. dated 08 May 2025, issued under sub-section (3) of Section 30 of the Punjab Shops and Commercial Establishments Act, 1958, has laid down revised conditions for employing women employees during night shifts i.e., between 8:00 pm to 6:00 am. These conditions apply to specific sectors, including IT and ITES, banking establishments, three-star and above hotels, hundred percent (100%) export-oriented establishments, logistics, and warehousing establishments. The said Notification supersedes all previous notifications issued on the subject. Key compliance requirements under the Notification include, the following, amongst others:
- Employer shall submit a declaration of having obtained consent from each woman employee to work during the night shift i.e., between 8:00 pm to 6:00 am.
- Employers must apply for an exemption to the Labour Commissioner or Chief Inspector of Shops of Haryana within one (1) month of the intended start date. Such exemption will be valid for one (1) year, unless there are changes in security, transportation agreement, and other details of the occupier/director/manager.
- Transportation facility to be provided to women employees from their residence to work and back. Other facilities such as security guards (including a female security guard), well-trained & responsible drivers, and proper communication channels are required to be provided in each vehicle.
This notification marks a progressive step towards enabling women participation in night shift work while ensuring their safety and dignity. It provides a framework that balances business needs with legal and gender-sensitive workplace practices.
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Footnotes
1. Dated April 29, 2025
2. Dated May 01, 2025.
3. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/67 dated May 14, 2025.
4. 2025 SCC OnLine SC 986
5. 2024 SCC OnLine SC 1681
6.2025 SCC OnLine SC 1127
7. (2024) 10 SCC 715
8. (2015) 2 SCC 189
9. (2022) 4 SCC 116
10. 2025 SCC OnLine Del 3305
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