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JSA Brief | May 2025

This edition of the JSA Brief showcases JSA authored articles, updates & newsletters and achievements such as deals and events in all practice area over the preceding month (May 2025).

To read further details, click here or refer to the below document.

For more details, please contact km@jsalaw.com

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Tags Articles, Deal Making, Events, JSA, JSA Prism, Legal Updates, Newsletters, Publications, Recognitions

JSA is advising Bharat Coking Coal Limited on its proposed Initial Public Offering

Coal blocks on digital stock market interface representing Bharat Coking Coal IPO

JSA is advising Bharat Coking Coal Limited in connection with its proposed initial public offering of equity shares (“IPO”), comprising an offer for sale of up to 465,700,000 equity shares by Coal India Limited. Bharat Coking Coal Limited filed its draft red herring prospectus with SEBI and the stock exchanges on May 31, 2025.

The proposed offering is part of the Government of India’s broader disinvestment initiative and marks a key milestone for Bharat Coking Coal Limited.

The transaction team was led by Arka Mookerjee (Lead Partner), with support from Equity capital markets team, Pracheta Bhattacharya (Partner), Sourav Modi (Principal Associate), and Aditya Shendye (Associate), Dhvanit Kothari (Associate), Nikhil Panchal (Associate), and Bernedict Rozario (Associate).

Tags Bharat Coking Coal, Capital Markets India, Coal India, Disinvestment, Energy Sector, Equity Markets, IPO 2025, JSA Capital Markets, JSA Deal Alert, SEBI

JSA is advising Central Mine Planning & Design Institute Limited on its proposed Initial Public Offering

Coal stack with financial stock market graph in background representing CMPDI IPO and Coal India’s equity market strategy

JSA is advising Central Mine Planning & Design Institute Limited (CMPDI) in relation to its proposed initial public offering (IPO) of equity shares. The IPO comprises an offer for sale of up to 71,400,000 equity shares by Coal India Limited. CMPDI filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI) and the stock exchanges on May 27, 2025.

The proposed offering is part of the Government of India’s broader disinvestment initiative and marks a key milestone for CMPDI, a premier consultancy in coal exploration, mine planning, and design.

Tags Capital Markets, CMPDI IPO, Coal India, Disinvestment India, Equity Markets, Indian Legal Advisory, IPO Advisory, JSA Deal Alert, JSA Law, SEBI

JSA Prism | Finance | June 2025

Business professionals analyzing financial data and graphs using digital devices and printed charts.

Please click here to download the Prism as a PDF.

The Reserve Bank of India relaxes norms pertaining to advance remittance for import of shipping vessels

The Reserve Bank of India, vide its notification dated June 13, 2025, has announced a relaxation for the Indian shipping sector, with a view to facilitate and promote maritime trade and capital investments.

Importers of shipping vessels in India are now permitted to make advance payments of up to USD 50,000,000 (US Dollars fifty million) to exporters of such shipping vessels, without the requirement of a bank guarantee or unconditional and irrevocable standby letter of credit.

This relaxation remains subject to the other conditions stipulated under paragraph C.1.3.3 of the Master Direction on Import of Goods and Services dated January 1, 2016. These conditions inter alia¸ include the following:

authorised dealer bank is required to be satisfied about the genuineness of the transaction;
verification of credentials (i.e. know your customer) and due diligence to be undertaken by authorised dealer banks on the Indian importer and overseas exporter;
payment is required to be made directly to the account of the overseas exporter, as per the terms of the sale contract; and
import is required to be made within the permitted 6 (six) months from the date of remittance of the advance amount (except for capital goods).

Conclusion

This relaxation is aimed at easing operational difficulties in high-value imports in the shipping sector, while maintaining the regulatory discipline. In essence, it will reduce financial burden on Indian shipping companies, as they will not be required to avail non-fund based facilities in form of bank guarantees or standby letters of credit from overseas banks / authorised dealer banks, if their advance remittance falls within the aforementioned limit of USD 50,000,000 (US Dollars fifty million). This will enable Indian shipping companies to acquire shipping vessels in a timely manner. With a greater number of vessels available with the Indian shipping companies, India’s foreign trade is also expected to rise.

This Prism has been prepared by:

Nand Gopal Anand
Partner

Harshit Dusad
Principal Associate

For more details, please contact km@jsalaw.com.

Tags Advance Remittance, Capital Investment, Import Regulations, Indian Shipping, JSA, Maritime Trade, RBI 2025, RBI Update, Shipping Vessels, Trade Facilitation

JSA advised MUFG Bank, Ltd. and Crédit Agricole CIB on Rupee Term Loan Facilities for 200 MW Solar PV Project

Hand stacking coins on solar panels during sunset, symbolizing investment in solar energy

JSA advised MUFG Bank, Ltd. and Crédit Agricole Corporate and Investment Bank in connection with rupee term loan facilities aggregating INR 817 crore, availed by Enren-II Energy Private Limited, a project company of Engie, for the development of a solar farm in Gujarat.

The transaction involved financing for a 200 MW (AC) solar photovoltaic power generation facility, located at GSECL’s Khavda Solar Park, situated in village Khavda, Taluka Bhuj, District Kutch, Gujarat.

The JSA team was led by Karan Mitroo (Partner), supported by Purvi Dabbiru (Partner), Aishwarya Dixit (Senior Associate), and Shantanu Awasthi (Associate).

Tags Credit Agricole, Energy Transition, Engie, Green Energy, Infrastructure Finance, JSA Deal Alert, JSA Legal Update, Khavda Solar Park, MUFG, Project finance, Renewable Energy, Solar Power

JSA Advises Summit Digitel on INR 1,475 Crore Listed NCD Issuance via Private Placement

Telecom tower with data network connections over city skyline at sunset

JSA advised Summit Digitel Infrastructure Limited (“Summit”), one of India’s largest telecom infrastructure providers, in connection with its latest debt raise through the private placement of listed, rated, secured, redeemable, non-convertible debentures (NCDs) aggregating to INR 1,475 Crores.

Summit is a wholly owned subsidiary of Altius Telecom Infrastructure Trust (formerly known as Data Infrastructure Trust), a SEBI-registered Infrastructure Investment Trust (InvIT) sponsored by Brookfield Asset Management.

This transaction highlights JSA’s continued expertise in advising on complex debt capital markets transactions and structured finance involving large infrastructure entities and institutional investors.

The JSA team was led by Tirthankar Datta (Partner), with support from Sagar Srivastava (Principal Associate) & Ciol Kumar (Associate).

Tags Brookfield, Capital Markets India, Debt Capital Markets, Infrastructure Finance, InvIT, JSA Deal Alert, JSA Law, NCDs, Private Placement, Summit Digitel, Telecom Infrastructure

JSA Advises on Successful CIRP of Smaaash Entertainment Private Limited with Nazara Technologies as Successful Resolution Applicant

Business professional wearing a virtual reality headset, interacting with immersive digital interface

JSA advised Mr. Bhrugesh Amin, the Resolution Professional (“RP”) of Smaaash Entertainment Private Limited (“Smaaash”) in the Corporate Insolvency Resolution Process (CIRP) of Smaaash Entertainment Private Limited under the Insolvency and Bankruptcy Code, 2016. Smaaash operates 13 gaming and entertainment centres across India involving immersive and interactive games ranging from arcade games, bowling, go-karting and paint ball to virtual reality and simulation games, including its flagship centre in Kamla Mills Compound in Mumbai.

JSA advised end-to-end on the entire CIRP of Smaaash and successfully represented the RP before the Hon’ble National Company Law Tribunal, Mumbai (“NCLT”), in successfully obtaining approval of the resolution plan submitted by Nazara Technologies Limited which was approved by the committee of creditors of Smaaash.

JSA also successfully defended a number of ancillary proceedings including objections filed by the erstwhile promoter and also invalidated a move to transfer the Smaaash brand from Smaaash to an erstwhile promoter owned entity and also infringement of its trademark by another allegedly promoter owned entity which was running competing gaming centres.

Advised the Resolution Professional:
Mr. Bhrugesh Amin, from BDO Restructuring Advisory LLP, was the RP on this matter.

The JSA team advising on the matter was led by Varghese Thomas & Tirthankar Datta (Partners). They were supported by team members Fatema Kachwalla (Partner), Kunal Kaul (Partner), Aditi Sehgal (Partner), Virgil Braganza (Senior Associate) and Ciol Kumar (Associate).

Tags CIRP, Gaming Law, IBC India, Insolvency And Bankruptcy, JSA Deal Alert, JSA Legal, Legal Advisory, Nazara Technologies, NCLT, SMAAASH

JSA Advises Rabobank and Société Générale on USD 107.1 Million External Commercial Borrowing for Serentica Renewables’ Rajasthan Solar PV Project

JSA acted as legal counsel to Coöperatieve Rabobank U.A., Hong Kong Branch, and Société Générale, acting through its Singapore Branch, in connection with external commercial borrowing (ECB) provided to Serentica Renewables India 8 Private Limited. The financing supports the development of a 200 MW (AC) / 300 MW (DC) Solar PV Project in Rajasthan, India.

JSA’s transaction team was led by Karan Mitroo (Partner) and included Ankita Parasar (Partner), M. Arun Kumar (Partner), Pragya Verma (Senior Associate), Harshit Manaktala (Senior Associate), and Bhavesh Gupta (Associate).

This transaction highlights JSA’s continued leadership in advising cross-border project finance transactions in India’s fast-evolving renewable energy sector.

Tags CrossBorderFinance, ECB, IndiaInfrastructure, JSA, JSADealAlert, Leading Law Firm, Leading Lawyers, Legal Updates, ProjectFinance, RajasthanProjects, RenewableEnergy, Serentica, SolarPower

JSA advises on Offer for Sale of the equity shares of Aether Industries Limited through the stock exchange mechanism

JSA advised Purnima Ashwin Desai, one of the promoters of Aether Industries Limited, in connection with an Offer for Sale (OFS) of the company’s shares via the stock exchange mechanism, amounting to approximately USD 73 million.

The firm also advised the appointed brokers – DAM Capital Advisors Limited, JM Financial Services Limited, and UBS Securities India Private Limited – on various aspects of the transaction.

The OFS route facilitated a market-driven share sale process, enhancing public shareholding and providing investors with an opportunity to participate in the growth journey of Aether Industries Limited.

The team, led by Arka Mookerjee (Partner), along with Siddhartha Desai (Partner) and Kairav Parikh (Principal Associate), showcased JSA’s capital markets advisory practice, supporting promoters and financial intermediaries on strategic equity divestments through transparent and compliant market mechanisms.

Tags Aether Industries, Capital Markets, Equity Divestment, India Capital Markets, Investment Opportunities, JSA Deal Alert, Law Firm Update, Offer For Sale, Public Shareholding, Securities Law, Stock Exchange Mechanism, Strategic Advisory

JSA Prism | Finance | May 2025

Please click here to download the Prism as PDF.

The Securities and Exchange Board of India amends issue and listing of securitised debt instruments and security receipts regulations

The Securities and Exchange Board of India (“SEBI”) on May 5, 2025, has issued the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations. 2025 amending the SEBIs (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 (“SDI Regulations”)). These amendments are aligned with the existing Reserve Bank of India (“RBI”) guidelines on securitisation and aims to improve the efficiency of securitisation market.

Some of the key amendments in the SDI Regulations are discussed below:

Definition of ‘debt’ or ‘receivables’: The definition of ‘debt’ or ‘receivables’ has been amended to include all financial assets originated by an entity regulated by the RBI. The SDI Regulations now include restrictions on originators such as re-securitisation exposures, synthetic securitisation, etc. Specific items have been inserted including equipment leasing receivables; listed debt securities; trade receivables; and rental receivables. All such debts or receivables must originate from written contractual obligations or written contracts. No other debt or receivables are permitted as an underlying asset for securitisation under the SDI Regulations.
Registration of Trustee: Trustees who already registered under the SEBI (Debenture Trustee) Regulations, 1993, will no longer be required to obtain registration under the SDI Regulations. Further, the removal of the trustee no longer requires approval from SEBI.
Liquidity Facilities: The SDI Regulations outline the detailed provisions of liquidity facilities (including conditions such as the nature, fees, tenure, maximum amount, requirement of legal opinion and documentation). It has been clarified that liquidity facilities are different from credit enhancement and must not be used for credit enhancement. However, if the specified conditions are not met then such liquidity facility will be classified as ‘credit enhancement’.
The SDI Regulations also clarify that the facility cannot be used for covering the issuer’s losses, acting as permanent revolving facility or covering losses in the underlying assets prior to a drawdown.
Conditions governing securitisation under the SDI Regulations:
- No single obligor can constitute more than 25% of the asset pool, unless relaxed by SEBI.
- The Securitised Debt Instrument (“SDI”) must be fully paid up upfront.
- The assets comprising the securitisation pool should be homogeneous, i.e., the underlying debt/receivables must be of the same or similar risk or return profile.
- originators and obligors not regulated by RBI should have a track record of operations of 3 financial years which resulted in the creation of the underlying asset.
- any offer of SDIs made to fifty or more persons in a financial year shall always be deemed to have been made to the public. Further, transfer of SDIs shall be restricted by the mechanism set out by the issuer and the depository.
Public offer of SDIs
- A minimum ticket size (i.e., investment by a single investor) of INR 1,00,00,000 (Indian Rupees one crore) has been mandated for issuance of SDIs to the public. Further, for transfer of such SDIs: (i) the minimum ticket size must be INR 1,00,00,000 (Indian Rupees one crore) for originators not regulated by RBI, (ii) where the underlying is listed securities, the minimum ticket size will be the face value of such listed securities, provided SDIs with amortisation structures issued to the public are permitted to trade at the amortised value if the ticket size falls below INR 1,00,00,000 (Indian Rupees one crore).
- The minimum retention requirement stipulates that originators will retain a minimum of 10% of the securitised pool (or 5% per cent where the scheduled maturity of any of the cash flows is within 24 (twenty-four) months). In case of residential mortgage-backed securities, a mandatory minimum of 5% of the securitised pool is prescribed irrespective of maturity.
- The minimum holding period requirement is of (i) 3 (three) months in case of loans with tenor of up to 2 (two) years; and (ii) 6 (six) months in case of loans with tenor of more than 2 (two) years.
- The public offers for SDIs must remain open for a minimum of 2 (two) working days and a maximum of 10 (ten) working days (earlier this was allowed until 30 (thirty) working days).
- The SDIs offered to the public should be issued and transferred exclusively in demat form.
- The special purpose distinct entity or trustee is required to offer each scheme of securitised debt instruments to the public for subscription through advertisements (in the prescribed manner), on or before the issue opening date. Such advertisement should contain, among other things, amongst other things, the disclosures specified in Schedule VII of the SDI Regulations.
- There is no longer a requirement for every special purpose distinct entity which has previously entered into agreements with a recognised stock exchange to list securitised debt instruments to execute a fresh listing agreement with such stock exchange within 6 (six) months of the date of notification of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- There is no longer a requirement for a security deposit to be made by the issuer with the stock exchange(s).

Conclusion

The definition of debt or receivables have been widened to specifically include certain kind of assets. This will boost the market confidence in investing in papers representing lease, trade or rental receivables. While the minimum risk retention and the Minimum Holding Period requirements will improve the quality of the underlying asset, the requirement of a three-track record for obligors and originators coupled with the requirement of having at-least 4 (four) obligors for the asset pool may exclude a significant pool of securitisation transactions from listing. Lastly, clarity in the registration and roles of trustee function is a welcome change from a transaction management perspective.

This Prism has been prepared by: