Author: inavatiq

Case Details: Ceasefire Industries Ltd. vs. Anuj Kumar Poddar - [2025] 181 taxmann.com 114 (HC-Jharkhand)

Judiciary and Counsel Details

• Deepak Roshan, J.
• Mrs Shilpi Sandil Gadodia & Anish Lall, Advs. for the Petitioner.
• Gautam Rakesh, Adv for the Respondent.

Facts of the Case

In the instant case, the petitioner company engaged in manufacturing and sale of fire extinguishers had employed respondent No. 1 as Sales Executive. The company recorded deteriorating performance, failure to achieve sales targets, and complaints of misbehaviour, and issued warnings.

On 11.02.2016, it issued a letter discharging him from service stating reasons and indicating full and final settlement upon handing over. The Respondent No. 1 completed handover and company computed full and final settlement and paid one month’s basic salary and other admissible dues.

The Respondent No. 1 filed a petition under Section 26(2) of the Bihar Shops & Establishments Act alleging victimisation and termination on charges of misconduct without any disciplinary enquiry and sought reinstatement with full back wages.

The Labour Court set aside the termination and directed reinstatement with half back wages. Thereafter, an appeal was made before the High Court.

High Court Held

The High Court held that since Respondent No. 1 accepted order of termination from service and further requested for and accepted payment of full and final settlement amount in his favour, especially in absence of any protest letter on record on behalf of Respondent No. 1, the Labour Court was not justified in setting aside termination of services of Respondent No. 1 and directing the management to reinstate Respondent No. 1 in service with half backwages.

List of Cases Reviewed

• Order of Labour Court, Ranchi Bihar Shops & Establishment Case No.09/2016, dated 28.06.2019 (para 51) set aside
• Nar Singh Lal v. Union of India (2000) 3 SCC 588 (para 49) distinguished

List of Cases Referred to

• Nar Singh Lal v. Union of India (2000) 3 SCC 588 (para 16).

The post No Reinstatement When Employee Accepts Termination Without Protest | HC appeared first on Taxmann Blog.

source

Press Release: 2025-2026/1626, Dated: 04.12.2025

1. Regulatory Background

The Reserve Bank of India (RBI) has issued Amendment Directions to modify the Credit Information Reporting Directions, 2025, following an examination of feedback received on the earlier draft framework. The revised norms aim to strengthen reporting discipline and improve the accuracy and timeliness of credit information shared by regulated entities with Credit Information Companies (CICs).

2. Shift to Weekly Incremental Reporting

A key change introduced under the amended Directions is the shift from periodic bulk reporting to weekly incremental submissions, ensuring that any new credit activity or change in borrower information is captured in near real time.

2.1 Expected Outcomes

• Faster reflection of loan sanctions, repayments, restructuring, defaults, and delinquency status
• Better quality of credit underwriting and monitoring
• Reduction in data lags that may otherwise impair credit assessment or risk scoring
• Stronger market-wide transparency and early detection of financial stress

3. Enhanced Data Submission and Error Rectification

The amendments introduce new measures to:

• Accelerate data submission timelines by reporting institutions
• Improve rectification mechanisms for errors or mismatches identified by CICs, borrowers, or institutions
• Ensure system-driven transparency, traceability, and accountability for any correction requests

The framework supports faster turnaround in correcting inaccurate or incomplete records, which enhances borrower experience and safeguards credit integrity.

4. Entities Covered

RBI has issued ten Amendment Directions, each applicable to different segments of regulated credit institutions, including:

• Banks
• Financial institutions
• Non-Banking Financial Companies (NBFCs)
• Asset Reconstruction Companies (ARCs)
• Credit Information Companies (CICs)

The harmonised changes ensure consistent, frequent, and high-quality reporting across the full credit ecosystem.

5. Regulatory Intent

The amended Directions seek to:

• Improve the accuracy, freshness and completeness of credit information databases
• Enhance risk assessment, credit decisioning and early-warning analytics
• Protect consumer interests by reducing disputes caused by outdated or inaccurate credit bureau records
• Align credit information reporting with data-driven supervision and systemic risk visibility

These measures support a more predictive, responsive, and resilient lending environment, particularly as credit growth broadens across banks, NBFCs and fintech platforms.

6. Compliance Considerations for Institutions

Entities covered under the framework should:

• Upgrade internal MIS, reporting infrastructure and system interfaces
• Ensure strong coordination between credit operations, IT systems, and CIC integration
• Establish robust workflows for data validation, submission, and correction
• Monitor weekly reporting discipline to avoid regulatory slippages
• Build automated flags for error notifications, dispute resolution, and back-end rectifications

Failure to comply with revised timelines or quality requirements may invite supervisory scrutiny, penalties, or reporting restrictions.

Click Here To Read The Full Press Release

The post RBI Amends Credit Information Reporting Directions to Mandate Weekly Credit Data Submission appeared first on Taxmann Blog.

source

SEBI Report; Dated: 05.12.2025

1. Background

The Securities and Exchange Board of India (SEBI) has released a draft updated and simplified Master Circular for Foreign Portfolio Investors (FPIs) and Designated Depository Participants (DDPs). The document is now open for public consultation, reflecting SEBI’s ongoing effort to modernise and harmonise the regulatory framework governing foreign portfolio flows and custodial oversight.

2. Purpose of the Draft Circular

The existing Master Circular for FPIs and DDPs contains several amendments, clarifications, and transitional provisions issued over time. SEBI’s draft proposal seeks to:

• Consolidate circulars issued since May 2024
• Eliminate duplication and overlapping provisions
• Simplify regulatory language
• Remove transitional clauses or temporary instructions that are no longer relevant
• Offer a cleaner, practitioner-friendly format for compliance and interpretation

This initiative aligns with SEBI’s wider agenda of regulatory rationalisation and ease of doing business for foreign investors.

3. Scope of the Update

The draft Master Circular:

• Integrates all relevant circulars and clarifications issued post-May 2024
• Reorganises content to improve logical sequencing, readability, and internal consistency
• Retains the substantive regulatory conditions applicable to FPIs and DDPs while clarifying terminology and structure
• Aims to ensure that custodians, intermediaries, compliance teams, and investors have access to a single authoritative reference document

4. Consultation Window

Stakeholders—including FPIs, market intermediaries, industry associations, and compliance professionals—may provide feedback on the proposed framework.

Last date for submission of comments – December 26, 2025

Comments are expected to help SEBI further refine the document for clarity, practical usability, and regulatory alignment.

5. Expected Outcomes

Once finalised, the updated Master Circular is likely to:

• Reduce interpretational ambiguities
• Provide a streamlined and consolidated regulatory resource
• Improve operational compliance for onboarding, reporting, KYC, investment conditions, and custodial functions
• Enhance transparency and reduce administrative effort for intermediaries and foreign investors

Click Here To Read The Full Update

The post SEBI Issues Draft Updated Master Circular for FPIs and DDPs for Public Consultation appeared first on Taxmann Blog.

source

Notification F. No. SEBI/LAD-NRO/GN/2025/282, Dated: 03.12.2025

1. Overview

The Securities and Exchange Board of India (SEBI) has notified amendments to the SEBI (Merchant Bankers) Regulations, 1992, introducing changes to the definition of a principal officer and revising the categorisation framework for registration of merchant bankers.

2. Revised Definition of Principal Officer

The amended regulations now prescribe a higher professional benchmark and responsibility framework for principal officers of merchant banking entities.

2.1 Key Changes

• A principal officer must have a minimum of five years’ experience in the securities market or financial sector.
• The officer must be responsible for core decision-making relating to the merchant banker’s activities, compliance obligations, and business operations.

2.2 Regulatory Significance

The revision aims to:

• Strengthen the governance and accountability structure within merchant banking organisations
• Ensure that key regulatory, due diligence, valuation, and disclosure responsibilities are handled by professionals with adequate experience and decision-making authority
• Enhance investor protection and market integrity through experienced leadership

3. Replacement of Regulation 3 – Revised Categories for Registration

SEBI has replaced the existing Regulation 3, which deals with the categories under which merchant bankers may seek registration.

3.1 New Registration Categories

Merchant bankers can now apply for registration under only two categories:

Category I

• Can carry out all activities permitted under the merchant banking regulations
• Includes managing public issues on the main board, underwriting, advisory services, portfolio management, and other approved functions

Category II

• Can carry out all permitted activities except managing public issues on the main board
• May still undertake issue management for SME platforms, advisory mandates, due diligence, underwriting, valuations, and other permissible roles

3.2 Implications

• The earlier multi-tier or differentiated framework has now been streamlined
• Merchant bankers must clearly align their business scope with either full-scope (Category I) or restricted-scope (Category II) operations
• The change simplifies regulatory classification and ensures consistency in market supervision

4. Regulatory Intent

The amendments aim to:

• Improve standardisation, governance, and quality of merchant banking practices
• Ensure experienced stewardship over key public market activities
• Reduce ambiguity between business categories and strengthen risk and responsibility mapping
• Enhance accountability and compliance discipline in capital markets

Click Here To Read The Full Notification

The post SEBI Revises Principal Officer Criteria and Streamlines Merchant Banker Registration Categories appeared first on Taxmann Blog.

source

PR No. 80/2025; Dated: 05.12.2025

1. Appointment Overview

Shri Sandip Pradhan has officially taken charge as a Whole-Time Member (WTM) of the Securities and Exchange Board of India (SEBI). His appointment strengthens SEBI’s senior leadership bench, which plays a critical role in regulatory policy, market supervision, and investor protection.

2. Departmental Responsibilities

In his new role, Shri Pradhan will oversee a diverse portfolio of departments that are central to securities market regulation and capacity building. His functional charge includes the following SEBI divisions:

• Market Intermediaries Regulation and Supervision Department (MIRSD) – Responsible for policy formulation, registration, and ongoing supervision of regulated intermediaries such as brokers, registrars, debenture trustees, research analysts, investment advisers, and custodians.
• Alternative Investment Funds (AIF) and Foreign Portfolio Investors (FPI) Department – Handles oversight of AIFs, FPIs, venture capital funds, hedge funds, private equity vehicles, and global portfolio investment flows.
• Information Technology Department – Manages SEBI’s technology platforms, market data infrastructure, cyber-governance frameworks, and digital regulatory systems.
• Office of Investor Assistance and Education (OIAE) – Focuses on investor grievance redressal, financial literacy initiatives, and dispute closure mechanisms.

• National Institute of Securities Markets (NISM) – SEBI’s capacity-building and certification institution, responsible for training, academic programmes, and policy research in securities markets.

3. Prior Professional Experience

Before taking charge at SEBI, Shri Pradhan served as the Director General of Income Tax (Investigation), Pune, where he managed high-stakes tax enforcement, intelligence, and investigative operations. His long-standing experience in tax administration brings strong regulatory, compliance, and supervisory capabilities to SEBI.

4. Strategic Significance

With financial markets witnessing rapid institutionalisation, higher foreign investment participation, and growing digital intermediation, Shri Pradhan’s cross-sector enforcement background is expected to:

• Strengthen intermediary supervision and compliance discipline
• Enhance governance systems for AIFs and FPIs
• Improve investor grievance redressal and education frameworks
• Support technology-led market oversight and cyber resilience

His appointment contributes to SEBI’s continued effort to bolster market integrity, investor protection, and regulatory predictability.

Click Here To Read The Full Press Release

The post Shri Sandip Pradhan Takes Charge as a Whole-Time Member of SEBI appeared first on Taxmann Blog.

source

Notification No. RBI/DOR/2025-26/135DOR.RAUG.AUT.REC.No.342/24.01.041/2025-26, Dated: 05.12.2025

1. Regulatory Background

The Reserve Bank of India (RBI) has issued the 2025 Directions to amend the earlier Commercial Banks – Undertaking of Financial Services Directions notified on November 28, 2025. These amendments fine-tune the supervisory expectations for commercial banks and their group structures, particularly in relation to non-banking business entities.

2. Applicability

The amended Directions now extend regulatory coverage to all NBFCs, including:

• Non-Banking Financial Companies (NBFCs)
• Housing Finance Companies (HFCs)
• Other group entities of commercial banks operating in India

This ensures a uniform prudential discipline across financial groups where banks have ownership, control, or strategic exposure.

3. Effective Date

The amended Directions are effective from December 05, 2025.

Commercial banks and their financial group structures must align their internal compliance framework, reporting standards, capital exposure rules, and governance norms with the revised regulatory expectations from this date.

4. Regulatory Intent and Significance

The amendments aim to:

• Enhance group-level prudential supervision
• Create a harmonised regulatory perimeter for entities under a banking group
• Reduce risks arising from non-core or non-bank financial activities undertaken within the group
• Strengthen governance, ring-fencing, and capital protection mechanisms

The RBI’s updated framework reflects a consolidated supervisory approach, ensuring that financial groups led by banks do not create regulatory blind spots through subsidiaries, associates, or non-banking entities.

5. Compliance Considerations

Commercial banks should:

• Review ownership and exposure structures relating to NBFCs and HFCs within the group
• Ensure clear segregation between banking operations and risk-bearing non-core financial activities
• Update internal risk management, monitoring, and governance systems
• Align group-wide reporting and disclosures with revised RBI standards

Failure to comply may invite group-level corrective actions, tighter supervisory scrutiny, or restrictions on business expansion.

Click Here To Read The Full Notification

The post RBI Amends 2025 Directions on Commercial Banks to Cover NBFCs and HFCs as Group Entities appeared first on Taxmann Blog.

source

Notification no. F. No. SEBI/LAD-NRO/GN/2025/283; Dated: 03.12.2025

1. Regulatory Background

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025, updating the valuation and compliance framework applicable to takeover transactions, including open offers. The amendments enhance transparency in pricing, improve investor confidence, and ensure independent valuation where acquisition consideration or traded volume creates pricing ambiguity.

2. Independent Valuation of Infrequently Traded Shares

Under the amended norms, SEBI may require a valuation of infrequently traded shares if:

• The shares being acquired or transferred do not meet liquidity benchmarks, and
• Market prices may not accurately reflect fair value due to limited or sporadic trading activity

Key Provision

• SEBI may direct valuation at the expense of the acquirer
• The valuation must be carried out by an independent registered valuer

This mechanism protects minority shareholders and ensures that offer prices are fair, transparent, and not distorted by low trading volumes.

3. Valuation of Listed Securities Offered as Consideration

Where the acquirer offers listed securities instead of cash as consideration for the acquisition or open offer:

• The value of such securities must be certified by an independent registered valuer
• Certification ensures that the market price reflects genuine fair value, free from anomalies caused by manipulation, temporary volatility, or low float

This provision ensures equitable pricing regardless of the form of consideration.

4. Definition of Valuer Introduced Under Regulation 2

To standardise qualification, accountability, and independence criteria, SEBI has inserted a definition of “valuer” under Regulation 2.

Regulatory Significance

• Confirms that valuations required under the Takeover Regulations must be undertaken by an independent registered valuer
• Reinforces credibility, transparency, and governance standards in pricing methodologies used in takeover transactions

5. Regulatory Intent

The amendments strengthen:

• Price discovery and fairness for minority shareholders
• Disclosure discipline and valuation integrity
• Investor protection in complex or non-cash acquisition structures
• Governance expectations for acquirers structuring open offers, mergers, strategic stake purchases, or indirect acquisitions

They also align the Takeover Regulations with evolving corporate valuation norms and the registered valuer framework under Indian law.

Click Here To Read The Full Notification

The post SEBI Amends SAST Regulations to Mandate Independent Valuation of Infrequently Traded Shares appeared first on Taxmann Blog.

source

Notification No. RBI/DOR/202526/138DOR.RAUG.AUT.REC.No.343/24.01.041/2025-26; dated: 05.12.2025

1. Regulatory Background

The Reserve Bank of India (RBI) has released the 2025 Directions on “NBFCs – Undertaking of Financial Services”, replacing the earlier RBI (NBFC–Undertaking of Financial Services) Master Directions, 2025, which were issued on November 28, 2025. The revised framework is part of RBI’s broader harmonisation exercise aimed at strengthening prudential supervision, governance, and group-level risk management.

2. Effective Date

The new Directions will come into force from December 5, 2025. All entities falling within the scope of this framework must comply with updated norms from this date onward.

3. Applicability

The 2025 Directions shall apply to:

• Non-Banking Financial Companies (NBFCs)
• Housing Finance Companies (HFCs) governed under RBI supervision
• Any NBFC that is a group entity of a Scheduled Commercial Bank

Such NBFCs must ensure compliance with all relevant prudential, operational, and governance provisions prescribed under the updated Directions, without exception.

4. Key Regulatory Focus

The revised Directions aim to:

• Strengthen group-level supervision and risk containment
• Ensure that NBFCs owned or controlled by Scheduled Commercial Banks do not undertake unregulated or non-core financial service activities without adequate oversight
• Improve capital discipline, exposure management, and governance clarity across financial conglomerates
• Provide a uniform regulatory perimeter for entities operating within banking-led financial groups

5. Compliance Considerations

NBFCs falling under a banking group must:

• Review their business models, structures, and exposures to ensure alignment with the new Directions
• Strengthen internal risk management frameworks, governance standards, and reporting systems
• Ensure clear operational segregation between core bank activities and NBFC-related business
• Align group-wide compliance manuals, SOPs, exposure policies, and disclosures with updated requirements

Non-compliance may attract enhanced supervisory scrutiny, restrictions on business operations, or corrective regulatory measures.

Click Here To Read The Full Notification

The post RBI Issues 2025 Directions for NBFCs to Strengthen Group Entity Compliance for Banks appeared first on Taxmann Blog.

source

DOR.RAUG.AUT.REC.No.344/24.01.041/2025-26; Dated: 05.12.2025

1. Effective Date

The Reserve Bank of India (RBI) has released its 2025 Directions on Non-Operative Financial Holding Companies (NOFHCs). The revised framework becomes effective from December 5, 2025 and applies to banking-led financial group structures operating under the NOFHC model.

2. Segregation of Core and Specialised Financial Activities

The Directions reiterate a clear functional segregation between regulated banking business and other specialised financial services within a financial group.

2.1 Core Banking Activities

• All core banking activities permitted under the Banking Regulation Act, 1949 must be conducted exclusively by the bank itself.
• NOFHCs are not permitted to directly carry out banking functions.

2.2 Specialised Financial Activities

For all specialised activities—including:

• Mutual funds
• Insurance
• Pension fund administration
• Portfolio management services
• Brokerage and trading services

the Directions mandate that these must be undertaken only through:

• Subsidiaries
• Joint ventures
• Associates

This ensures proper ring-fencing of risks and regulatory clarity between banking business and market-facing financial services.

3. Board Approval and Intimation Requirement

Where a NOFHC or its banking group proposes to undertake any of the above specialised activities:

• Board approval must be obtained first
• NOFHCs must inform the RBI within 15 days from the date of such board approval

This requirement enables transparent regulatory reporting and ongoing supervisory visibility.

4. Prior RBI Approval for Other Activities

For any activity outside the list of permitted specialised services, the Directions mandate:

• Prior written approval of RBI is compulsory
• This ensures that NOFHCs do not initiate new or non-core business lines without supervisory vetting or prudential risk evaluation

5. Regulatory Intent

The 2025 Directions reinforce several key supervisory objectives:

• Strict functional segregation between banks and their market-facing group entities
• Group-level risk containment, especially where non-core activities pose reputational, compliance, credit, or market risks
• Transparent group structuring and governance standards
• Prevention of unregulated expansion of activities without RBI’s evaluation
• Alignment of NOFHC structures with prudential, ownership, and capital protection frameworks

6. Compliance Considerations for NOFHCs

Entities under the NOFHC model must:

• Map existing and proposed activities to confirm whether they fall under banking business or specialised financial services
• Ensure board processes, governance notes, and compliance manuals reflect:

1. 1. Subsidiary or JV structuring for specialised activities
   2. 15-day reporting timelines to RBI
   3. Prior approval protocols for unlisted or new activities

• Strengthen group-level risk management, reporting, and disclosure frameworks
• Avoid direct execution of specialised activities at the bank level

Non-compliance may invite prudential restrictions, supervisory directions, or enforcement action.

Click Here To Read The Full Update

The post RBI Issues 2025 NOFHC Directions to Segregate Core Banking and Specialised Financial Activities appeared first on Taxmann Blog.

source

Notification F. No. IFSCA-PMTS/9/2023-Precious Metals, Dated: 03.12.2025

1. Overview of the Renewal

The International Financial Services Centres Authority (IFSCA) has granted a renewal of recognition to India International Bullion Exchange IFSC Limited (IIBX) as:

• A Bullion Exchange, and
• A Bullion Clearing Corporation

The renewed recognition will remain valid for a period of three years, starting from December 9, 2025 and ending on December 8, 2028.

2. Legal and Regulatory Basis

The renewal has been issued:

• Under the provisions of the IFSCA Act, and
• The Securities Contracts (Regulation) Act (SCRA)

This confirms IIBX’s continued eligibility to operate and clear bullion-related transactions at the GIFT IFSC, India’s international financial services jurisdiction.

3. Conditions of Recognition

The recognition is subject to compliance with:

• Regulatory conditions, operational standards, and supervisory requirements prescribed by the Authority
• Ongoing governance, risk management, reporting, technology, and financial adequacy norms
• Any additional compliance conditions, directions, or circulars that may be issued by IFSCA during the tenure of recognition

4. Significance of the Renewal

The renewal reinforces:

• The institutional continuity of India’s first international bullion exchange platform
• A formal clearing mechanism for bullion settlement and custody
• Greater regulatory predictability for market participants, clearing members, banks, and IFSC entities

It also supports the broader policy vision for GIFT IFSC—to deepen India’s role in international precious metals trade, offer transparent price discovery, and promote efficient settlement architecture.

Click Here To Read The Full Notification

The post IFSCA Renews Recognition of India International Bullion Exchange IFSC Ltd. as Bullion Exchange and Clearing Corporation appeared first on Taxmann Blog.

source