JSA
JSA Advocates and Solicitors advised Kotak Securities Limited on the offer for sale of equity shares of Timex Group India by its promoter, Timex Group Luxury Watches B.V., Netherlands, through the stock exchange mechanism, valued at USD 33.10 million.
JSA’s team was led by Arka Mookerjee (Lead Partner), along with the Equity Capital Markets team, including Pracheta Bhattacharya (Partner) and Kairav Parikh (Principal Associate).
JSA is advising SBI Capital Markets Limited, Ambit Private Limited, and IIFL Capital Services Limited (formerly known as IIFL Securities Limited) in connection with the proposed initial public offering of equity shares of Rayzon Solar Limited(“IPO”), comprising a fresh issue aggregating up to ₹15,000 million. Rayzon Solar Limited has filed its draft red herring prospectus with the Securities and Exchange Board of India (SEBI) and the stock exchanges.
The transaction is being led by Arka Mookerjee (Partner), with support from JSA’s Equity Capital Markets team: Siddhartha Desai (Partner), Arjun Rastogi (Principal Associate), Govind Roy(Senior Associate), and Prateek Khandelwal, Aditya Shendye, Ayushi Pandit, and Anvita Sinha (Associates).
JSA has successfully represented Mr. Rajesh Mokashi, former Managing Director of CARE Ratings Limited, in proceedings before the Hon’ble Securities Appellate Tribunal, Mumbai (“SAT”), challenging an order dated April 20, 2023 (“Impugned Order”) passed by the Whole Time Member of the Securities and Exchange Board of India (“SEBI”).
The Impugned Order had restrained Mr. Mokashi from associating with any SEBI-registered intermediary for two years, based on allegations of interference in the rating process relating to DHFL.
By its final order dated June 27, 2025, the SAT, comprising Hon’ble Justice P.S. Dinesh Kumar (Presiding Officer) and Hon’ble Dr. Dheeraj Bhatnagar (Technical Member), allowed Mr. Mokashi’s appeal and set aside the Impugned Order. The SAT imposed a cost of ₹5 lakh on SEBI, observing that:
The matter was led by Pulkit Sukhramani (Partner) with support from JSA’s Disputes team comprising Anshuman Sugla (Senior Associate), Samreen Fatima (Senior Associate), and Juan D’souza (Associate).
Please click here to download the Prism as a PDF.
In order to ensure fair practices and enhance transparency regarding the levy of pre-payment charges on loans extended by Regulated Entities (“REs”) to individuals and Micro and Small Enterprises (“MSEs”), the Reserve Bank of India (“RBI”), on July 2, 2025, has issued the RBI (Pre-payment Charges on Loans) Directions, 2025 (“Prepayment Directions”).
| Aspect | Earlier regulations | Prepayment Directions |
| Pre-payment charges | Levied by many REs, often with lock-in periods | Prohibited for most floating rate loans to individuals and MSEs |
| Uniformity | Varied across REs | Standardised across all REs |
| Type of loan covered | Not clearly defined | Clearly distinguishes between business and non-business loans |
| Applicability | Discretionary | Mandatory from January 1, 2026 |
| Dual rate loans | Ambiguous treatment | Clarified based on rate at time of pre-payment |
Once the Prepayment Directions are effective, individuals and MSEs will enjoy a greater degree of flexibility, as they will have an option to repay loans from their own sources or out of refinancing facility from other REs, thereby saving on prepayment charges. Further, REs will be also required to revise their loan agreements, internal policies, and IT systems prior to January 1, 2026, to be in compliance with the Prepayment Directions.
From a regulatory perspective, given that the Prepayment Directions are a directive and not merely an advisory issued by the RBI, there will be enhanced transparency for borrowers, and is therefore likely to reduce their grievances regarding charging of pre-payment penalty by REs.
This Prism has been prepared by:
Nand Gopal Anand |
Harshit Dusad |
For more details, please contact km@jsalaw.com.
Please click here to download the Prism as a PDF.
The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015 provides for 17 (seventeen) Sustainable Development Goals (“SDGs”). The SDGs emphasise the close links among the Environmental, Social, and Economic (“ESG”) aspects of sustainable development. A substantial amount of funding is necessary to accomplish the SDGs. In alignment with this objective, the Securities Exchange Board of India (“SEBI”) introduced the concept of Green Debt Securities (“GDS”) through a circular issued in 2017. This concept was subsequently incorporated into the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“NCS Regulations”)) to incentivise the financing of projects/asset class related to environmental sustainability.
SEBI through its circular dated June 5, 2025 (“Circular”) has laid down a broad framework for issuance of social bonds, sustainability bonds and sustainability-linked bonds, i.e., ESG debt securities (other than GDS).
The framework has been issued pursuant to Regulation 12 A of the NCS Regulations. It supplements the existing requirements under both the NCS Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ESG debt securities (excluding GDS) can be issued only with effect from the date of this circular i.e., June 5, 2025
Regulation 12A of the NCS Regulations mandates that issuers of ESG debt securities must adhere to conditions specified by SEBI. Conditions to be complied with for issuance of only GDS were set out under the Master Circular for issue and listing of Non-Convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated May 22, 2024 (“NCS Master Circular”). Now under the Circular the conditions to be complied with for issuance of social bonds, sustainability bonds and sustainability-linked bonds have been set out. The Circular has come into force for issuance of ESG debt securities with effect from the date of the Circular i.e., June 5, 2025.
ESG debt securities have been defined under the NCS Regulations as:
GDS is governed separately by the provisions specified in chapter IX of the NCS Master Circular.
Alignment with recognised standards
Debt securities may be designated as ‘social bonds’ or ‘sustainability bonds’ or ‘sustainability-linked bonds’ only if the proceeds raised through their issuance are proposed to be utilised for financing or refinancing projects and/or assets aligned with any of the following recognised standards or fall under the definitions of the respective debt securities: (a) International Capital Market Association (ICMA) principles/guidelines; (b) Climate Bonds Standard; (c) ASEAN Standards; (d) European Union Standards; and (e) any framework or methodology specified by any financial sector regulator in India.
Classification of a debt security
The power to classify a debt security as a GDS, social bond or sustainability bond lies with the issuer. Such classification should be determined by the issuer based on its primary objectives for the underlying projects and also subject to the conditions as may be specified by the SEBI from time.
Disclosure requirements
The Circular lists out 2 (two) types of disclosures to be made by the issuer of social bonds and sustainability-linked bonds: (a) initial disclosures; and (b) continuous disclosures. Initial disclosures should be made in the offer document for public issues/private placements, which include the rationale for issuance, taxonomies, standards or certifications both Indian and global, details of definition, calculation methodology and benchmarks for KPI(s) and SPT(s) and timelines, system/procedures for tracking the achievement of the targets, etc. Continuous disclosures should be made in the annual report and financial results. However, the issuer of sustainability bonds must comply with the provisions specified for GDS as specified in chapter IX of the NCS Master Circular as well as the standards specified for social bonds as specified in the Circular.
Requirement for independent third-party reviewer/certifier
Every issuer is required to appoint an independent third-party reviewer/certifier, to ascertain that the ESG labelled debt securities are in alignment with purposes mentioned in the recognised international standards and/or fall within the purview of definitions of such debt security as provided in the Circular.
The following criteria are required to be satisfied in order to be appointed. The reviewer must:
An ESG rating provider registered with SEBI will also be eligible to be appointed by the issuer to act as a third-party reviewer. ESG rating provider must also comply with the aforementioned conditions. The scope of the review(s) conducted by the independent third-party reviewer/certifier must be specified in the offer document.
Measures to mitigate the risk of purpose – washing and not being ‘True to Label’
The Circular has listed several measures to be followed by an issuer of Social Bonds/ Sustainability Bonds to avoid occurrence of purpose-washing including the following:
The introduction of the Circular is likely to benefit issuers and investors alike and bolster credibility, transparency, and global alignment in India’s fast-evolving sustainable finance ecosystem. Given the ‘reliance based’ approach of the Circular on international standards, it is likely to attract more foreign investors especially multilateral agencies by positioning the Indian debt market as a jurisdiction which is aligned to the global practices and taxonomy in sustainable finance. Issuers especially in the infrastructure sectors can now tap into the bond market for affordable housing and other essential services such as public health and gender equity on globally established parameters.
Having said that, the larger challenge lies in the need for more sophistication of domestic issuers and their ability to create robust KPIs which can withstand the test of ‘purpose washing’ especially in projects which are of a long term nature. The landscape around third party verification in India is still in a nascent stage and needs more developments and players in this ecosystem.
The new framework on ESG debt securities introduced by the Circular is a well-intended initiative that has plugged the regulatory gap since 2017, making sustainable finance a core investment principle for the economy which is not just limited to green finance.
This Prism has been prepared by:
Tirthankar Datta |
Varun Sriram |
Pritha Chatterjee |
Bharkavi S |
Sudha Putrevu |
For more details, please contact km@jsalaw.com.
Please click here to download the Newsletter as PDF.
The Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) the Ministry of Commerce and Industry (“MoCI”), and the Insolvency and Bankruptcy Board of India (“IBBI”) have introduced significant regulatory updates in May 2025.
On the structural side, the RBI has set up the Payments Regulatory Board (“PRB”) to take over as the main authority for payment systems, an important step as digital finance continues to scale. RBI has also issued a consolidated framework through the RBI (Digital Lending) Directions, 2025 (“Digital Lending Directions”), standardising digital lending norms across banks, Non-Banking Financial Companies (“NBFCs”) and co-operative institutions. They include provisions for managing partnerships with multiple regulated entities and setting up a centralised directory of lending apps.
Stock brokers are now permitted to operate in Gujarat International Finance Tech-city – International Financial Services Centres (“GIFT-IFSC”) without SEBI’s prior approval. SEBI has withdrawn the short-term investment limit and concentration limit applicable on investments made by Foreign Portfolio Investors (“FPIs”) in corporate debt securities under the general route, promoting foreign inflows in the Indian corporate debt security market. The Electronic Book Provider (“EBP”) platform is opened up further and new governance standards are introduced for Market Infrastructure Institutions (“MIIs”).
Additionally, SEBI has revised disclosure requirements for Infrastructure Investment Trusts (“InvITs”) and Real Estate Investment Trusts (“REITs”), mandating inclusion of audited financial statements and enhanced disclosures in offer documents and post-listing filings (SEBI Circulars dated May 7, 2025). The SEBI (Alternative Investment Funds) Regulations, 2012, were amended on May 21, 2025, to clarify permissible investment avenues for Category II Alternative Investment Funds. The MoCI introduced the Credit Guarantee Scheme for Startups (“CGSS”) on May 8, 2025, facilitating collateral-free debt financing through eligible lending institutions.
Overall, the regulatory focus has been on providing operational clarity, lighter compliance burdens and building more flexibility into the regulatory framework.
This Newsletter sets out some of the key legislative and regulatory updates in the banking and finance and insolvency space for May 2025.
SEBI, vide circular dated May 1, 2025, amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) providing clarity with respect to the process of registration for the special purpose distinct entities (“SPDE”) issuing securitised debt instruments. The amendment has allowed the trustee of an SPDE to register on the SCORES platform to address investor complaints.
The amendment also added 2 (two) additional disclosures that SPDEs need to make to stock exchanges annually as material disclosures, namely:
SEBI, vide circular dated May 2, 2025, has introduced measures to enhance ease of doing business for SEBI-registered stock brokers seeking to undertake securities market-related activities in the GIFT-IFSC. Previously, SEBI registered stock brokers were required to obtain explicit approval from SEBI for establishing a subsidiary or joint venture to operate in GIFT-IFSC. Pursuant to the amendment, SEBI registered stock brokers proposing to undertake securities market related activities in GIFT-IFSC are permitted to do so under a Separate Business Unit (“SBU”) of the stock broking entity itself without SEBI approval. These activities can also be carried out if the branch qualifies as an SBU.
Some of the key provisions are as follows:
SEBI, vide circulars dated May 7, 2025, has revised Chapters 3 and 4 of the Master Circulars for InvITs and REITs dated May 15, 2024, dealing with disclosure of information in the offer document and post listing of units. Some of the key revisions are as follows:
SEBI, vide circular dated May 14, 2025, has updated the investor charter for Registrars to an Issue and Share Transfer Agents (“RTAs”) (“Investor Charter”). It introduces a more detailed and structured framework for investor services, building upon previous guidelines to ensure higher standards of transparency, efficiency and accountability in the securities market.
Some of the key changes in the Investor Charter are as follows:
SEBI, vide circular dated May 16, 2025 (“Circular”), has revised and clarified several provisions relating to the EBP platform under Chapter VI and VII of the Master Circular for Issue and Listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated May 22, 2024 (“Master Circular”). The amendments aim to increase the efficacy and utility of the EBP platform in the context of primary issuance of securities through private placement.
Some of the key provisions are as follows:
SEBI, vide notification dated May 21, 2025, has amended the SEBI (Alternative Investment Funds) Regulations, 2012, by modifying the explanation under Regulations 17 (2) (conditions for Category II Alternative Investment Funds) to state that a Category II Alternative Investment Fund must invest primarily in unlisted securities and/or listed debt securities (including securitised debt instruments) which are rated ‘A’ or below by a credit rating agency registered with SEBI, directly or through investment in units of other Alternative Investment Funds, in the manner as may be specified by SEBI.
SEBI, vide circular dated May 23, 2025, and pursuant to the judgement of the Supreme Court of India dated April 30, 2025[1] (where the apex court directed financial institutions to adopt alternative verification mechanisms emphasising the need for equal access to financial services, including KYC processes for persons with disabilities), has revised the frequently asked questions on ‘Account opening by Persons with Disabilities’ to make the process of digital KYC more inclusive.
SEBI has also directed intermediaries to extend their services to all persons with disabilities on the digital platforms guided by the above mentioned frequently asked questions.
SEBI, vide circular dated May 26, 2025, has standardised the final settlement day or expiry day for equity derivative contracts. Previously, the expiry day was determined by stock exchanges but SEBI has, in order to prevent expiry day hyperactivity and market instability, made such changes to protect investors and allow for sustainable growth of derivatives.
Some of the changes brought in by SEBI are:
SEBI, vide circular dated May 26, 2025, has prescribed a framework for the appointment, re-appointment, termination or acceptance of resignation of specific Key Management Personnel (“KMPs”) of Vertical 1 (compliance and risk management) and Vertical 2 (technology and information security) of MIIs, including stock exchanges, clearing corporations, and depositories. The provisions of this circular will come into force 90 days from the date of issuance, i.e., from August 24, 2025.
Some of the key provisions are as follows:
The RBI, vide its notification dated May 5, 2025, updated the Master Direction – RBI (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023. The Master Direction has been amended such that a Right-of-Use (“ROU”) asset is not required to be deducted from owned funds and common equity tier-1 capital, provided the underlying asset being taken on lease is a tangible asset. An ROU asset indicates the value of a leased asset that a company has the right to use during the lease term. By increasing the ambit of ‘owned funds’ to include ROU assets, the amendment will allow NBFCs to meet the requirement of maintaining a minimum value of owned funds.
Another change introduced is the requirement of compliance with Government Debt Relief Schemes (“DRS”) in accordance with the Government DRS circular dated December 31, 2024.
The RBI, vide its notification dated May 5, 2025, updated the Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016. The amendment enlarges the applicability of the directions to Core Investment Companies (“CICs”) that are NBFCs carrying out the business of acquisition of shares and securities in InvITs.
The amendment adds that CICs will not be required to deduct ROU assets from owned funds, provided the underlying asset being taken on lease is a tangible asset. Further, the amendment also provides that the investments in CICs from Financial Action Task Force (“FATF”) non-compliant jurisdictions be treated the same as investments from FATF compliant jurisdictions – investors from the former will not be allowed to garner any ‘significant influence’ in the CIC. The amendment also calls for CICs to implement Indian accounting standards in the preparation of their financial statements.
Additionally, CICs are required to take prior approval from the RBI before investing in joint venture/subsidiary/representative offices overseas in the financial sector and are required to be registered with the RBI, as well as comply with the applicable regulations governing CICs. Unregistered CICs must obtain registration and comply with the regulatory requirements applicable to registered CICs if they wish to invest overseas in the financial sector.
CICs do not need RBI registration or prior approval from the RBI to invest overseas in the non-financial sector. However, CICs shall report such investments to the regional office of the Department of Supervision of the RBI within 30 (thirty) days of such investment in the stipulated format.
The RBI, vide notification dated May 8, 2025, amended the Master Direction – Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025, to ease investments made by FPIs in corporate debt securities by withdrawing the applicable short-term investment and concentration limits for FPI investments in corporate debt securities. The amendment aims to boost inflows into short-term corporate bonds under the general route of foreign investment by making the Indian corporate bond market more attractive.
The RBI, on May 20, 2025, has notified the PRB Regulations, 2025 to establish a new regulatory framework for payment systems in India. The PRB, replacing the previous Board for Regulation and Supervision of Payment and Settlement Systems, will be responsible for regulating and supervising all payment and settlement systems. This shift aims to enhance independence and accountability in regulatory decision-making. PRB will now be a central authority responsible for regulating India’s digital payment landscape, ensuring a well-structured framework backed by expert governance.
The PRB will be assisted by the Department of Payment and Settlement Systems which will report to the PRB. It will consist of 6 (six) members, including the RBI governor as chairman, a deputy governor in charge of payment systems, one other RBI-nominated officer, and 3 (three) members nominated by the Central Government.
The IBBI, vide notification dated May 19, 2025, has introduced a new provision pertaining to non-submission of repayment plan, stating that where no repayment plan has been prepared by the debtor under Section 105 of the Insolvency and Bankruptcy Code, 2016 (“IBC”), the resolution professional must file an application, with the approval of the creditors, before the Adjudicating Authority intimating the non-submission of a repayment plan and seek appropriate directions.
Previously the IBC regulations lacked a defined procedure to deal with cases where the debtor does not submit a repayment plan, potentially stalling proceedings and creating legal uncertainty. By introducing this new provision, the Adjudicating Authority may terminate the insolvency resolution process for the personal guarantor, thereby enabling the debtor or creditor to file an application for bankruptcy.
The IBBI, on May 27, 2025, introduced the Interim Resolution Professionals, Liquidators, Resolution Professionals and Bankruptcy Trustees (Recommendation) Guidelines, 2025 (“Recommendation Guidelines”). The Recommendation Guidelines have been brought in by the IBBI to increase efficiency in the process of appointment of Insolvency Professionals (“IPs”). The Recommendation Guidelines provide a procedure for preparing a panel IPs to act as interim resolution professionals, liquidators, resolution professionals and bankruptcy trustees.
The panel of IPs prepared as per the Recommendation Guidelines will be effective from July 1, 2025, to December 31, 2025.
The ‘Credit Guarantee Scheme for Startups (CGSS)’ dated October 6, 2022 was introduced for the purpose of providing credit guarantees up to a specified limit against credit instruments extended to startups by scheduled commercial banks, all India financial institutions, NBFCs, and SEBI registered alternative investment funds. Thereafter, the MoCI, vide notification dated May 8, 2025, has issued the ‘Credit Guarantee Scheme for Startups (CGSS)’, making some key changes to the October 6, 2022 scheme. Some of the key changes of the May 8, 2025 notification are as follows:
The IBBI has introduced key amendments to the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to streamline processes, enhance transparency and align with global best practices. The amendments provide for simplification of form filing for the corporate insolvency resolution process and allow interim finance providers to attend Committee of Creditors (“CoC”) meetings as observers. Resolution professionals can now invite concurrent plans for resolution of whole as well as for segment wise resolution of corporate debtor. The amendments further clarify position in relation to pro rata payments to dissenting financial creditors and in priority to assenting financial creditors, in cases where the resolution plan provides for staggered payments. It also mandates full disclosure of all resolution plans to the CoC, irrespective of their compliance status.
For a detailed analysis, please refer to the JSA Prism of June 5, 2025.
SEBI, on May 5, 2025, has amended the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 (“SDI Regulations”). The amendments introduce comprehensive changes across various aspects of the SDI Regulations, including the scope of eligible underlying assets, registration requirements for trustees, treatment of liquidity facilities and conditions governing securitisation structures. The SDI Regulations have streamlined the framework for public issuance and aligned the treatment of financial assets with the RBI guidelines on securitisation.
For a detailed analysis, please refer to the JSA Prism of May 28, 2025.
With an aim to boost investments by FPI in corporate debt securities, RBI, vide its notification dated May 8, 2025, has withdrawn the requirements on FPIs to comply with the short-term investment limits and concentration limit under the general route. This move is expected to provide a greater ease of investment to FPIs.
For a detailed analysis, please refer to the JSA Prism of May 14, 2025.
On May 8, 2025, RBI released the Digital Lending Directions, comprehensive directions on digital lending by regulated entities in India. They consolidate various regulations and instructions issued by the RBI over the last few years, superseding the existing Guidelines on Digital Lending dated September 2, 2022, and the Guidelines on Default Loss Guarantee in Digital Lending dated June 8, 2023.
Key additions and changes have also been implemented by the RBI, which includes the requirement to maintain a registry of digital lending apps on a portal of RBI and additional compliance requirements in relation to the appointment of lending service providers by regulated entities.
These changes will play a key role in the regulatory supervision undertaken by RBI in relation to India’s digital lending ecosystem.
For a detailed analysis, please refer to the JSA Prism of May 13, 2025.
In a landmark judgment, the Supreme Court of India (“Supreme Court”) ordered the liquidation of Bhushan Steel and Power Limited, setting aside the resolution plan approved by National Company Law Tribunal and National Company Law Appellate Tribunal (“NCLAT”) almost 6 (six) years ago. The Supreme Court found serious lapses in terms of compliance with adherence to insolvency process such as missed timelines, failure to verify eligibility under Section 29A of the IBC, procedural flaws, and overreach by the NCLAT. However, the Supreme Court didn’t express any view on the supremacy of the Prevention of Money Laundering Act, 2002 over IBC which was one of the main reasons for delay in implementation of the plan. The decision reinforces the importance of accountability and adherence to the IBC’s time-bound framework.
For a detailed analysis, please refer to the JSA Prism of May 19, 2025.
In a recent judgment, the Supreme Court held that arbitral claims covered under an approved insolvency resolution plan stand extinguished. Setting aside the decision of the Jharkhand High Court, the Supreme Court ruled that the arbitral award rendered by the West Bengal Micro, Small and Medium Facilitation Council in respect of such resolved claims, after the approval of the resolution plan, is null and void.
For a detailed analysis, please refer to the JSA Prism of May 15, 2025.
While underscoring the delicate balance between the IBC and statutory dues under sector-specific regulations, the Madras High Court has significant implications for the insolvency landscape. By affirming that undisclosed statutory debts, particularly those under litigation, do not automatically extinguish post-resolution, the court emphasises the critical role of due diligence by insolvency resolution professionals and promoters.
For those navigating corporate insolvency, the ruling highlights the need for meticulous disclosure of liabilities to ensure a truly ‘clean slate’ post-resolution, impacting market confidence in resolution plans. This decision reinforces the necessity for a robust compliance mechanism within organisations to safeguard against procedural lapses that could impact creditor rights and the overall market stability.
For a detailed analysis, please refer to the JSA Prism of May 8, 2025.
In a significant ruling for businesses and creditors, the NCLAT has clarified that interest claims unilaterally added to invoices, without a clear, mutual agreement, cannot be used to inflate operational debt to meet the threshold of INR 1,00,00,000 (Indian Rupees one crore) under the IBC. This judgment protects companies from the risk of insolvency proceedings triggered by disputed or artificially inflated interest amounts, reinforcing that only undisputed, contractually agreed debts qualify for such action.
This Newsletter has been prepared by:
|
Anish Mashruwala |
Abhishek Ray |
Zahan Kalyaniwalla |
Sanjana Karnavat |
For more details, please contact km@jsalaw.com
For a detailed analysis, please refer to the JSA Prism of May 2, 2025.
[1] Pragya Prasun and Ors. vs. Union of India and Ors., W.P. (C) No. 289 of 2024
Welcome to the special episode of the Mint Podcast, presented by Mint in collaboration with JSA Advocates & Solicitors, which is now live.
In this episode, hosted by Neil Borate, our partners Tirthankar Datta and Divyanshu Pandey delve into the dynamic rise of private credit within India’s financial landscape. They provide an in-depth analysis of the key growth drivers propelling this sector forward, examine current investor trends that are shaping its trajectory, and discuss the evolving regulatory environment that is impacting its development.
JSA Advocates and Solicitors advised the book running lead managers, namely, IIFL Capital Services Limited (formerly known as IIFL Securities Limited), Axis Capital Limited, CLSA India Private Limited, JM Financial Limited, and Nuvama Wealth Management Limited, on Oswal Pumps Limited’s initial public offering of approximately ₹1,694 crore (which included the secondary sale of approximately ₹300 crore by the Promoter Selling Shareholder). The Prospectus was filed on June 17, 2025 further to which the equity shares commenced trading on the stock exchanges on June 20, 2025.
JSA’s team was led by Arka Mookerjee (Lead Partner), along with support from Pracheta Bhattacharya (Partner) and Anshu Bansal (Partner), and Ananth Balaji (Principal Associate), Govind Roy (Senior Associate), Ayushi Pandit (Associate), Aditi Khandal (Associate), Ritu R Jaiswal (Associate), Vaishnavi Kokkonda (Associate)
Please click here to download the Prism as PDF.
The Reserve Bank of India (“RBI”), vide its notification dated June 19, 2025, has issued the Reserve Bank of India (Project Finance) Directions, 2025 (“Directions”). The Directions provide a harmonised framework for regulating financing of projects in infrastructure and non-infrastructure (including Commercial Real Estate (“CRE”) and CRE – Residential Housing (“CRE-RH”)) sectors by REs (as defined below) and also lay down the revised regulatory treatment upon change in the Date of Commencement of Commercial Operations (“DCCO”) of such projects in infrastructure and non-infrastructure (including CRE and CRE – RH) sectors. The Directions will come into effect from October 1, 2025 (“Effective Date”).
The key features introduced under the Directions are specified below:
Lenders are required to ensure that their credit policies incorporate suitable clauses for sanction of project finance exposures, taking into account inter alia the provisions under these Directions. For all projects financed by a lender, it is required to be ensured that:
Provided that, the original or revised repayment tenor, including the moratorium period, if any, will not exceed 85% of the economic life of a project.
It is also required to be ensured that for a given project, original/extended/actual DCCO (as the case may be) is same across all lenders to the project.
Impact of the Directions
Key points for industry players
This Prism has been prepared by:
|
Divyanshu Pandey |
Karan Mitroo |
Nand Gopal Anand |
Soumitra Majumdar |
Tirthankar Datta |
Shrijita Bhattacharya |
Harshit Dusad |
Harsh Dugar |
For more details, please contact km@jsalaw.com
[1] Financial Closure is defined as the date on which the capital structure of the project, including equity, debt, grant (if any), accounting for minimum 90% of total project cost, becomes legally binding on all stakeholders. In the case of CRE-RH projects, lenders may reckon contingent sales receivables (if any) as part of promoters’ contribution to the project.
[2] Default is defined as ‘non-payment of debt (as defined in Insolvency and Bankruptcy Code (IBC), 2016) when whole or any part or instalment of the debt has become due and payable and is not paid by the debtor’.
[3] SBCF is defined as a contingent credit line sanctioned for the project at the time of financial closure to fund any cost overrun during the construction phase of the project.
JSA Advocates and Solicitors represented Biocon Limited with its Qualified Institutions Placement (“QIP”) of equity shares amounting to ₹4,500 crore. Kotak Mahindra Capital Company Limited, BofA Securities India Limited, and Goldman Sachs (India) Securities Private Limited acted as Book Running Lead Managers to the QIP.
JSA’s team led by Madhurima Mukherjee Saha (Lead Partner), along with support from Equity Capital Markets team, including Sagar Batra (Partner), and Bhavini Mohan (Senior Associate), Aryaman Singh (Associate), Nidhi Prakriti (Associate), Rachit Munjal (Associate), advised the Biocon Limited.
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