Japan Newsletter (October - December 2024)

India and Japan continue to strengthen their multifaceted partnership, marked by significant developments in their special strategic and global partnership. This quarter has witnessed notable diplomatic engagements, including the inaugural India-Japan Dialogue on Economic Security, fostering deeper cooperation on strategic, security, and defence matters. The bilateral defense cooperation reached a historic milestone with Japan's first defense technology export under the 2015 agreement - a memorandum of implementation for co-developing the UNICORN mast system for Indian Naval warships.

Japanese enterprises maintain a significant presence in vital sectors in India, particularly in automotive manufacturing and high-speed rail infrastructure. The bilateral relationship has been energized by an ambitious investment target of USD 42 billion by Japanese companies by 2027, with financial institutions like MUFG amplifying their focus on manufacturing and renewable energy sectors.

In this newsletter, we explore the key legal developments from the past quarter in India.

SUMMARY OF KEY UPDATES

Part A: Sectoral updates

1.  Government of India (GoI) issues operational guidelines for 'Innovative Projects Component' under PM Surya Ghar Muft Bijli Yojana (PMSGY)

GoI has issued operational guidelines for the 'Innovative Projects Component' under PMSGY with USD 59 million budget, offering 60% (sixty percent) funding support capped at USD 3.5 million per project.

2.  GoI issues scheme guidelines for pilot projects on innovative green hydrogen production

GoI has issued scheme guidelines to support pilot projects exploring innovative green hydrogen production methods with USD 23.5 million budget until financial year 2025-26, covering floating solar, biomass and wastewater utilization pathways.

Part B: General updates

1.  Reserve Bank of India (RBI) issue framework for reclassification of foreign portfolio investment (FPI) to foreign direct investment (FDI)

RBI has issued an operational framework for reclassifying FPI investments as FDI in the event 10% (ten percent) investment threshold is breached, requiring government approval and mandatory reporting within prescribed timelines.

2.  RBI permits unified payment interface (UPI) integration for prepaid payment instruments (PPIs)

RBI has allowed the KYC norms compliant PPIs to be linked with UPI through third-party applications.

3.  Amendments to Securities and Exchange Board of India (SEBI) (Alternative Investment Funds) Regulations, 2012 (AIF Regulations)

SEBI has amended the AIF Regulations to introduce pro-rata and pari-passu rights for investors, along with exemptions and differential rights.

4.  Amendments to SEBI (Mutual Funds) Regulations, 1996 (MF Regulations)

SEBI has amended the MF Regulations to introduce specialized investment funds and the mutual fund lite framework for passive schemes with relaxed regulatory requirements for disclosures and governance.

PART A: Sectoral Updates

Renewable Energy

Operational guidelines for the implementation of ‘Innovative Projects Component’ under the PM Surya Ghar Muft Bijli Yojana (PMSGY)

On October 08, 2024, the Government of India (GoI) issued operational guidelines for the implementation of ‘Innovative Projects Component’ under PMSGY to promote technological advancements, provide financial support and encourage collaborations for joint research and development in the solar energy sector.[1] The key features of the guidelines are as follows:

1. Financial outlay: A total budget of USD 59 million has been allocated for this component. Funding support will be capped at 60% (sixty percent) of the total project cost or USD 3.5 million, whichever is lower.
2. Target groups: The target groups under the guidelines are: (a) an entity or individual; and (b) international co-operations for taking up joint research and design.
3. Proposal assessment: A dedicated screening committee will evaluate the proposals based on their relevance, novelty, feasibility, and societal value. The shortlisted proposals will be then selected by a selection committee for appropriate funding.
4. Awards program: To encourage innovation, an annual prize will be awarded to the outstanding projects with cash prizes ranging from USD 6,000 to USD 118,000.

Scheme to support pilot projects on new and innovative production techniques and applications of green hydrogen

On November 08, 2024, the GoI issued scheme guidelines for the implementation of pilot projects for production and use of green hydrogen using innovative methods/ pathways in the residential, commercial and localised community.^[2] The key features of the scheme guidelines are as follows:

1. Innovative production techniques: The scheme will explore new methods for producing green hydrogen, such as floating solar-based hydrogen production, hydrogen generation from biomass and utilizing wastewater for hydrogen production.
2. Financial outlay: A total budget of USD 23.5 million has been allocated for the scheme till financial year 2025-26.
3. Implementation methodology: The scheme will be implemented by the scheme implementing agency (SIA) which could either be the National Institute of Solar Energy, National Institute of Bioenergy or Solar Energy Corporation of India. The SIA will issue the call for proposals. The interested institutions/ individuals can also submit independent proposals for financial support. The proposals will be evaluated first by a screening committee, followed by a project appraisal committee. The final approval will be accorded by the advisory group of the National Green Hydrogen Mission.

Part B: General Updates

Securities and Exchange Board of India (SEBI)

Specific due diligence requirements on investors and investments of alternative investment funds (AIFs)

On October 08, 2024, SEBI issued a circular providing for enhanced due diligence requirements for AIFs and their managers.^[3] This includes the diligence of both investments into the AIF and investments by the AIFs into investee companies. The primary objective of the circular is to prevent investors, incapable of otherwise investing into investee companies directly due to regulatory fetters, from using AIFs as a vehicle to indirectly invest in such investee companies. Key features of the circular include:

1. Due diligence requirements: AIFs must conduct thorough due diligence on their investors and investments to ensure compliance with the regulations issued by SEBI in relation to such investors.
2. Investor threshold requirements: If any investor or group of investors contributes 50% (fifty percent) or more to an AIF's corpus, the AIF must conduct the necessary due diligence as per the implementation standards formulated by standard setting forum for AIFs (SFA).
3. Investments from bordering countries: Investments from individuals or entities in countries sharing a land border with India will also require necessary due diligence as per the implementation standards formulated by SFA.
4. Preventing evergreening of stressed assets: Investment by AIFs (affiliated to entities regulated by the Reserve bank of India (RBI)) are prohibited in cases where the regulated entity cannot directly invest in investee companies on account of existing RBI regulations. Further, due diligence shall also have to be carried out in relation to investments by regulated entities into such affiliated AIFs and by such AIFs with respect to its investments.

Introduction of liquidity window facility (LWF) for holders of debt securities

On October 16, 2024, SEBI issued a circular introducing a LWF for investors in debt securities with an aim to enhance liquidity in the corporate bond market.^[4] Since the bond market for listed Indian bonds is largely illiquid on account of these bonds being generally held till materiality, SEBI has enacted these guidelines in relation to the LWF. Key features of the circular include:

1. Put option mechanism: The LWF allows investors to sell their debt securities back to the issuer through a put option which can be exercised on pre-specified dates or intervals.
2. Eligibility: The LWF can be provided only for prospective issuances of debt securities through public issue or on a private placement basis. Issuers may choose to limit the eligibility of LWF to retail investors or include all investors who hold the securities.
3. Aggregate limit: The issuer shall determine the percentage of the issue size of the eligible securities constituting the aggregate limit for the exercise of put options by the investors through LWF, which shall not be less than 10% (ten percent) of final issue size.
4. Minimum Holding Period: The LWF can only be provided after the expiry of 1 (one) year from the date of issuance of the debt securities.

Amendments to SEBI (Alternative Investment Funds) Regulations, 2012 (AIF Regulations)

On November 18, 2024, the SEBI introduced significant amendments to AIF Regulations to bring about changes to investor rights.^[5] On December 13, 2024, SEBI further issued a circular providing detailed implementation guidelines and clarification regarding the amendments.[6] Certain AIFs have in the recent past issued units to its investors on a senior/junior basis with the senior units carrying superior rights as compared to the junior units. This circular seeks to restrict the issuance of AIF units with varying rights subject to certain exceptions. The amendments and detailed guidelines to AIF Regulations are as follows:

1. Pro-rata rights: Sub-regulation 21 establishes that investors in a scheme must have rights proportionate to their investment commitment, both in terms of participation in investments and the receipt of proceeds. However, situations where investors are excused or excluded from participating in investments, or when investors default on their pro-rata contribution are exempted. The requirement also does not apply to returns or profits shared with AIF managers or sponsors through carried interest or additional returns.
2. Pari-passu rights: Sub-regulation 22 introduces a pari-passu principle, allowing for the allocation of differential rights to select investors under SEBI's supervision, with protection for other investors. Large value funds for accredited investors may be exempted from pari-passu requirements with appropriate disclosures and specific investor waivers. AIFs must develop implementation standards by January 15, 2025, ensuring no transfer of liability between investors, unauthorized control over AIF decision-making, protect existing investor rights, and maintain transparency.
3. Impact on existing AIFs: For existing AIFs with priority distribution models not falling under the specified exemptions, the regulations prohibit accepting new commitments or making new investments. Any investment limit breaches resulting from compliance with these requirements will not be considered non-compliance, provided they are properly documented.

SEBI (Mutual Funds) (Third Amendment) Regulations, 2024 (MF Amendments) and Mutual Funds Lite framework for passively managed schemes of Mutual Funds (MFL Circular)

On December 16, 2024, SEBI introduced the MF Amendments, providing for significant changes to the mutual fund landscape in India.[7] On December 31, 2024, SEBI issued the MFL Circular to lay down the regulatory landscape for passively managed mutual fund schemes.^[8] Key features of the MF Amendment and MFL Circular are as follows:

1. Introduction of specialized investment funds (SIFs): An SIF should not own more than 15% (fifteen percent) in aggregate of any company’s paid-up capital carrying voting rights under all its investment strategies subject to certain prescribed conditions. Further, SIFs are restricted from investing more than 10% (ten percent) of their net asset value in the equity shares and related instruments of any single company in relation to 1 (one) particular investment strategy of a SIF.
2. Introduction of mutual fund lite (MFL): MFL shall include only index funds, exchange-traded funds (ETF) and fund-of-funds, as well as other passive mutual fund schemes that SEBI may allow. The sponsor of an MFL should have a sound track record i.e., positive net worth in the immediately preceding 5 (five) years, positive liquid networth which is more than the proposed capital contribution etc. Further, the MFL should have a positive net profit after depreciation, interest and tax in 3 (three) out of the immediately preceding 5 (five) years; and an average net annual profit after depreciation, interest, and tax during the preceding 5 (five) years of at least USD 580,000.
3. Regulatory relaxation: A relaxed regulatory regime, differentiating between active and passive mutual funds has been introduced. Earlier, both types were subjected to uniform compliance requirements which may not have been necessary for passive funds. Key relaxations include simplified disclosures, governance standards, and operational guidelines tailored for passive schemes including fast-tracking the approval process for scheme information documents and eliminating the need for separate key information memorandums.
4. Hybrid passive funds: An asset management company (AMC) is allowed to launch hybrid passive funds, which can be categorized as balanced, equity, or debt-oriented funds. Each category will have a requirement for the AMC to launch 1 (one) ETF and 1 (one) index fund, with a minimum subscription amount set at USD 117,000 during the new fund offer phase.

SEBI issues measures to address regulatory arbitrage with respect to offshore derivative instruments (ODIs) and foreign portfolio investors (FPIs) with segregated portfolios

On December 17, 2024, SEBI issued a circular introducing significant modifications to the regulatory framework governing ODIs and FPIs with segregated portfolios.[9] Key features of the circular are as follows:

1. Dedicated FPI registration: ODI-issuing FPIs must maintain a separate dedicated FPI registration with an "ODI" suffix under the same permanent account number, except for ODIs with government securities as reference/underlying.
2. Derivative restrictions: The circular prohibits issuance of ODIs with derivatives as reference/underlying and restricts hedging of ODIs with derivative positions on stock exchanges. ODIs must be fully hedged with identical underlying securities on a one-to-one basis.
3. Enhanced disclosure framework: Disclosures are mandated for ODI subscribers who either exceed 50% (fifty percent) equity ODI positions through single ODI-issuing FPI in securities of a single Indian corporate group or maintain equity positions exceeding USD 294 million in Indian markets. These requirements extend to natural persons without thresholds.
4. Implementation timeline: A 1 (one) year window is provided for the redemption of existing ODIs with derivatives as underlying, and ODI-issuing FPIs have 1 (one) year to obtain separate dedicated registration. To facilitate compliance, the circular permits off-market transfer of assets/positions between FPI accounts. Depositories must establish necessary systems within 5 (five) months.

Amendments to change in control norms for investment advisers, research analysts and KYC registration agencies

On December 27, 2024, SEBI issued a circular amending the rules regarding the change in control norms for investment advisers, research analysts and KYC registration agencies.^[10] Key features of the circular include:

1. Change in control of unlisted body corporate intermediaries (UBCI): Transfer of shareholding among immediate relatives (spouse, parents, siblings, and children) will not constitute a change in control for a UBCI. Similarly, transmission of shareholding, whether to immediate relatives or others, will also not be treated as change in control.
2. Change in control of proprietary firms: Any transfer or inheritance of business ownership in a proprietary firm is considered as a change in control. In such cases, the new owner or legal heir must obtain prior approval from SEBI and secure a fresh registration.
3. Change in control of partnership firms: In case of a SEBI registered partnership firm with more than 2 (two) partners, inter-se transfer of ownership interest amongst the partners will not be regarded as a change in control. However, if there are only 2 (two) partners, the death of 1 (one) will dissolve the firm unless a new partner is inducted, which would require SEBI approval.

Ease of doing business for listed entities

On December 31, 2024, SEBI issued a circular to implement the recommendations of an expert committee aimed at facilitating ease of doing business for listed entities.[11] Key features of the circular include:

1. Integrated filing system: The circular consolidates various governance and financial-related disclosures including statement on redressal of investor grievances, compliance report on corporate governance, disclosure of related party transactions etc. into a single filing process.
2. Revised deadlines: The circular establishes updated deadlines for various filings. For instance, governance-related filings must be submitted within 30 (thirty) days after the quarter end, while financial disclosures, have deadlines set at 45 (forty-five) days, with a 60 (sixty) day timeline for year-end submissions.
3. Enhanced transparency: The new provisions encourage greater transparency in reporting, benefiting investors and stakeholders. For instance, listed entities are required to disclose key details about employee benefit schemes on their websites.

SEBI issues clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF)

SEBI has issued important clarifications to the CSCRF,[12] initially announced on August 20, 2024, for regulated entities including AIFs and clearing corporation etc. In response to industry feedback, SEBI has introduced a regulatory forbearance period until March 31, 2025, during which no regulatory action will be taken against non-compliant entities if they can demonstrate meaningful progress in implementing the framework. The compliance timeline has been specifically extended to April 01, 2025, from January 01, 2025, for KYC registration agencies and depository participants. Accordingly, the guidelines and provisions regarding data localisation has been kept in abeyance pending further consultation.

We have provided a brief summary of CSCRF in the previous edition of the newsletter available at https://induslaw.com/publications/pdf/alerts-2024/japan-newsletter-july-to-september-2024.pdf.

Reserve Bank of India (RBI)

Operational framework for reclassification of foreign portfolio investment to foreign direct investment (FDI)

The RBI introduced an operational framework for reclassifying investments made by FPIs as FDI when prescribed limits for FPI are breached.[13] The SEBI has also issued a corresponding circular outlining the procedures for this reclassification.[14] This development aligns with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules), ensuring compliance in cases where an FPI exceeds the 10% (ten percent) investment cap in Indian listed companies. Under Schedule II of the NDI Rules, FPIs and their investor groups are restricted to holding less than 10% (ten percent) of the total paid-up equity capital of an Indian listed company on a fully diluted basis. In cases of breach, FPIs have the option to divest excess holdings or reclassify them as FDI. Key highlights of the framework include:

1. Approval – The FPI must obtain approval of the GoI, as applicable for FDI investment in India, including for approvals applicable for prescribed sectoral limits and investments from individuals from land-bordering countries. Further, the facility of reclassification will not be permitted for any sector where FDI is prohibited.
2. Reclassification process - FPIs must declare their intent to reclassify investments as FDI to their custodian. The custodian will freeze further purchases by the FPI until the reclassification is complete. Where the necessary approvals are not obtained by the FPI, the investment beyond the prescribed threshold must be compulsorily divested with 5 (five) trading days from the date of settlement of the trades causing the breach.
3. Reporting - Investments must be reported within the following timelines under the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019:

• For fresh issuance – Indian company must report in FC-GPR not later than 30 (thirty) days from the date of issue of equity instruments.
• For secondary market acquisitions – FPI must report in form FC-TRS where the investment beyond the prescribed limit is due to acquisition of equity instruments by such FPI in the secondary market.
• Authorised dealer bank to report the reclassified foreign portfolio investment as divestment under local exchange commission reporting.

     iv. Operational considerations - The date of investment causing the breach of the investment limit shall be considered as the date of reclassification. Following reporting completion, FPIs must request their custodians to transfer equity instruments from their foreign portfolio investment demat account to an FDI-specific demat account.
      v. Post-Reclassification – Following reclassification, the investments of the FPI will be governed as FDI under Schedule I of the NDI rules. Further, following reclassification, even if the holding falls below the 10% (ten percent) threshold in the future, the investment will be treated as FDI. 

Inclusion of sovereign green bonds in ‘Fully Accessible Route’ (FAR) for investment by non-residents in government securities.

In March 2020, RBI permitted non-resident investors to invest in certain specified categories of central government securities without any restrictions, under the FAR.[15] The list of securities eligible for investment under this route, has been amended several times and include 5 (five) year, 10 (ten) year, 14 (fourteen) year and 30 (thirty) year tenor securities.

On November 07, 2024, RBI modified the FAR to include sovereign green bonds of 10-year tenor issued by the government in the second half of the financial year 2024-25.[16]

Unified payments interface (UPI) access for prepaid payment instruments (PPIs) through third-party applications (PPI Amendment)

On December 27, 2024, RBI issued the PPI Amendment amending the Master Directions on Prepaid Payment Instruments. The amendment allows for the integration of PPIs with the UPI through third-party applications.[17] Key features of the PPI Amendment are as follows:

1. Linkage of PPIs with UPI: Full-KYC compliant PPI holders can now link their PPIs to UPI handles via third-party applications.
2. Authentication process: Transactions initiated through the third-party applications will require authentication using the existing PPI credentials of the user.
3. Onboarding new customers: A PPI issuer in its capacity as a payment service provider, shall not on-board customers of any bank or any other PPI issuer.

Government Debt Relief Schemes (GDRS)

On December 31, 2024, RBI issued the GDRS to provide a structured framework aimed at ensuring effective implementation and compliance by regulated entities (REs), including banks and non-banking financial companies.[18] A debt relief scheme is a financial initiative designed to assist borrowers in managing their debts, particularly when they are unable to meet their repayment obligations. The key features of the GDRS are as follows:

1. Pre notification consultation: REs must consult with State Level Bankers’ Committees or District Level Consultative Committees before notifying a GDRS to coordinate borrower identification and fiscal provisioning.
2. Coverage of dues: GDRS must fully cover outstanding dues, including principal and accumulated interest, and should be implemented within an established timeline of 45 (forty-five) to 60 (sixty) days.
3. Funding of scheme: Detailed budgetary provisions / funding may be provided upfront towards any proposed GDRS to fully cover the required settlement amounts. The GDRS further provides that where lenders have dues from the GoI, pertaining to earlier schemes, new schemes will be announced only on a fully pre-funded basis.

Arbitration

Unilateral appointment of arbitrators not permissible

In November, 2024, the Supreme Court of India, in the case of Central Organisation for Railway Electrification v M/s ECI SPIC SMO MCML (JV)[19], delivered a judgement on whether arbitration clauses wherein one party selects a panel of arbitrators from which the other party much choose are violative of the provisions of the Indian Arbitration Act, 1996 (Arbitration Act).

The court, relying on its earlier judgements held that such clauses mandating one party to unilaterally appoint a sole arbitrator or permitting 1 (one) party to curate a panel of arbitrators from which the other party selects the arbitrator, violated the principles of equality (provided under Section 18 of the Arbitration Act) and impartiality (provided under Section 12(5) of the Arbitration Act) under the Arbitration Act. Further, the court also held that clauses providing for unilateral appointment of arbitrators in agreements with public sector undertakings or governing public-private partnerships are violative of the right to equality under the Constitution of India. Additionally, the court held that while public sector undertakings are permitted to empanel potential arbitrators, the other party cannot be mandated to select the arbitrator from the panel curated by the public sector undertaking.

Tax

Applicability of stamp duty involving merger between wholly owned subsidiaries

On November 06, 2024, the Delhi High Court, in the case of Ambuja Cement Ltd. v Collector of Stamps,[20] upheld the enforceability of notification no. 13 dated December 25, 1937 (1937 Notification), in Delhi, ruling that a merger between two wholly owned subsidiaries of a common parent company is exempt from stamp duty. The court also noted that the show cause notice was issued beyond the 2 (two) year statutory limitation period under section 47A(3) of the Registration Act, 1908.

The case involved a merger between Ambuja Cements India Private Limited (ACIPL) and Holcim (India) Private Limited (HIPL), both subsidiaries of Holderind Investments Ltd, Mauritius. The said merger was approved by the Delhi High Court in November 2011. Thereafter, the Collector of Stamps issued a show cause notice in March 2014, asserting that HIPL had not paid stamp duty on the merger order under Article 23 of Schedule IA of the Indian Stamp Act, 1899.

The Delhi High Court held that the 1937 Notification, which exempted transfers between subsidiaries and their parent companies or subsidiaries sharing a parent company, directly applied to this merger, thus exempting it from stamp duty.

Market Bulletin

Key market developments in the months of October to December 2024 included the following:

1. The United States, Japan, and South Korea have launched the Digital Infrastructure Growth Initiative for India to support projects in India's information and communications technology sector, including 5G, Open RAN, submarine cables, optical fiber networks, telecom towers, data centers, smart cities, e-commerce, AI, and quantum technology.
2. Japan-based MUFG Bank and American conglomerate Koch Group have sought approval from the Competition Commission of India to acquire minority stakes in logistics aggregator Shiprocket.
3. CapitaLand Investment has secured a USD 131 million capital commitment from Daibiru Corporation, for its India private fund, CapitaLand India Growth Fund 2. 
4. India Accelerator has formed a strategic partnership with 01 Booster, a premier accelerator, venture capital firm in Tokyo to establish a Japan-India Startup Corridor.  
5. Azad Engineering has secured a USD 82.89 million contract from Mitsubishi Heavy Industries Ltd for supply of highly engineered and complex rotating and stationary airfoils for advanced gas and thermal power turbine engines. 
6. Japan’s Orbital Lasers and India’s InspeCity have partnered to study the use of laser-equipped satellites for removing orbital debris and addressing the growing issue of space congestion.

[1] Ministry of New and Renewable Energy, Guidelines for Implementation of Component ‘ Innovative Projects ‘ under PM-Surya Ghar: Muft Bijli Yojana, dated October 08, 2024, available at https://cdnbbsr.s3waas.gov.in/s3716e1b8c6cd17b771da77391355749f3/uploads/2024/10/202410091188591907.pdf, last accessed October 31, 2024

[2] Ministry of New and Renewable Energy, Scheme to support Pilot Projects on New and Innovative production techniques and applications of Green Hydrogen, dated November 08, 2024, available at https://cdnbbsr.s3waas.gov.in/s3716e1b8c6cd17b771da77391355749f3/uploads/2024/11/20241108456000928.pdf, last accessed November 30, 2024

[3] Securities and Exchange Board of India, Specific due diligence of investors and investments of AIFs, dated October 08, 2024, available at https://www.sebi.gov.in/legal/circulars/oct-2024/specific-due-diligence-of-investors-and-investments-of-aifs_87434.html, last accessed October 31, 2024.

[4] Securities and Exchange Board of India, Introduction of Liquidity Window facility for investors in debt securities through Stock Exchange mechanism, dated October 16, 2024, available at https://www.sebi.gov.in/legal/circulars/oct-2024/introduction-of-liquidity-window-facility-for-investors-in-debt-securities-through-stock-exchange-mechanism_87674.html, last accessed October 31, 2024.

[5] Securities and Exchange Board of India, Securities and Exchange Board of India (Alternative Investment Funds) (Fifth Amendment) Regulations, 2024, dated November 18, 2024, available at https://www.sebi.gov.in/legal/regulations/nov-2024/securities-and-exchange-board-of-india-alternative-investment-funds-fifth-amendment-regulations-2024_88647.html, last accessed November 30, 2024.

[6] Securities and Exchange Board of India, Pro-rata and pari-passu rights of investors of AIFs, dated December 13, 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/pro-rata-and-pari-passu-rights-of-investors-of-aifs_89945.html, last accessed December 31, 2024.

[7] Securities and Exchange Board of India, Securities and Exchange Board of India (Mutual Funds) (Third Amendment) Regulations, 2024, dated December 16, 2024, available at https://www.sebi.gov.in/legal/regulations/dec-2024/securities-and-exchange-board-of-india-mutual-funds-third-amendment-regulations-2024_89978.html, last accessed December 31, 2024.

[8] Securities and Exchange Board of India, Introduction of a Mutual Funds Lite (MF Lite) framework for passively managed schemes of Mutual Funds, dated December 31, 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/introduction-of-a-mutual-funds-lite-mf-lite-framework-for-passively-managed-schemes-of-mutual-funds_90393.html, last accessed December 31, 2024.

[9] Securities and Exchange Board of India, Measures to address regulatory arbitrage with respect to Offshore Derivative Instruments (ODIs) and FPIs with segregated portfolios vis-à-vis FPIs, dated December 17, 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/measures-to-address-regulatory-arbitrage-with-respect-to-offshore-derivative-instruments-odis-and-fpis-with-segregated-portfolios-vis-vis-fpis_89986.html, last accessed December 31, 2024.

[10] Securities and Exchange Board of India, Prior approval for change in control: Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control, dated December 27, 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/prior-approval-for-change-in-control-transfer-of-shareholdings-among-immediate-relatives-and-transmission-of-shareholdings-and-their-effect-on-change-in-control_90213.html, last accessed December 31, 2024.

[11] Securities and Exchange Board of India, Circular for implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities, dated December 31, 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/circular-for-implementation-of-recommendations-of-the-expert-committee-for-facilitating-ease-of-doing-business-for-listed-entities_90406.html, last accessed December 31, 2024.

[12] Securities and Exchange Board of India, Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated entities, dated December 31 2024, available at https://www.sebi.gov.in/legal/circulars/dec-2024/clarifications-to-cybersecurity-and-cyber-resilience-framework-cscrf-for-sebi-regulated-entities-res-_90401.html, last accessed December 31, 2024.

[13] Reserve Bank of India, Operational framework for reclassification of Foreign Portfolio Investment to Foreign Direct Investment (FDI), dated November 11, 2024, available at https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12749&Mode=0, last accessed November 30, 2024

[14] Securities and Exchange Board of India, Procedure for reclassification of FPI investment to FDI, November 11, 2024, available at https://www.sebi.gov.in/legal/circulars/nov-2024/procedure-for-reclassification-of-fpi-investment-to-fdi_88329.html, last accessed November 30, 2024.  

[15] Reserve Bank of India, ‘Fully Accessible Route’ for Investment by Non-residents in Government Securities, dated March 30, 2020, available at https://rbi.org.in/Scripts/NotificationUser.aspx?Id=11849&Mode=0, last accessed November 30, 2024.

[16] Reserve Bank of India, ‘Fully Accessible Route’ for Investment by Non-residents in Government Securities – Inclusion of Sovereign Green Bonds, dated November 07, 2023, available at https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12747&Mode=0, last accessed November 28, 2024

[17] Reserve Bank of India, Unified Payments Interface (UPI) access for Prepaid Payment Instruments (PPIs) through third-party applications, dated December 27, 2024, available at https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12756&Mode=0, last accessed December 31, 2024

[18] Reserve Bank of India, Government Debt Relief Schemes (DRS), dated December 31, 2024, available at https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12760&Mode=0, last accessed December 31, 2024

[19] AIRONLINE 2019 SC 1904.

[20] 2024 SCC OnLine Del 7710.