SEBI Update: Amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Securities and Exchange Board of India (SEBI) introduced significant amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 LODR Regulations on April 14, 2025. These amendments, primarily effective from April 1, 2025, strengthen corporate governance frameworks, with a particular focus on entities with high-value listed non-convertible debt securities, i.e., High-Value Debt Listed Entities (HVDLEs). The changes aim to enhance transparency, protect debenture holders, and align with global sustainability and governance standards. Expansion of the Scope of Corporate Governance for HVDLEs The changes address the need for robust governance in entities with significant debt obligations, ensuring protection for debenture holders and alignment with global standards. Under Regulation 15 and the newly introduced Chapter V-A of the LODR Regulations, the governance framework for HVDLEs now includes the following key provisions, summarized below: Increased Debt Threshold: The threshold for non-convertible debt securities triggering governance requirements is raised from ₹500 crore to ₹1,000 crore. Board Composition: Mandates a balanced board with at least one woman director, 50% non-executive directors, and independent directors based on the chairperson’s status. Audit Committee Oversight: Requires approval for related party transactions (RPTs), with conditions for omnibus approvals. Stakeholders Relationship Committee: Addresses debenture holder grievances, including issues related to charge creation, interest/principal payments, and covenant maintenance. RPT Approvals: Mandates No-Objection Certificates from Debenture Trustees for material RPTs, followed by shareholder approval. Subsidiary Governance: Ensures independent director representation and financial oversight for material unlisted subsidiaries. Secretarial Audit: Requires annual secretarial audits and compliance reports within 60 days of the financial year-end. Independent Director Norms: Sets strict rules for appointment, tenure, liability, and mandatory annual performance review meetings. Key Managerial Vacancies: Mandates filling critical roles like CEO and CFO within three to six months. Risk Management Committee: Requires assessment of financial and operational risks. Vigil Mechanism: Mandates a whistleblower policy to report unethical practices. Modifications to Existing Provisions 1. Regulation 3(2)(b) of the LODR Regulations now requires listed entities to assess or assure compliance with prescribed sustainability criteria, replacing the earlier requirement of submitting a report. 2. Regulation 34(2)(f) of the LODR Regulations clarifies that Environmental and Sustainable Governance (ESG) disclosures involve assessment or assurance of prescribed criteria, aligning with sustainability goals. Deferred Compliance Timeline Post-amendment, a new proviso under Regulation 15 of the LODR Regulations allows HVDLEs exceeding the ₹1,000 crore threshold to comply with governance provisions within six months, with reporting in the immediate next quarterly corporate governance report. Debenture Holder Protections As per the new provisions under Regulation 62K of Chapter V-A of the LODR Regulations, material RPTs require No-Objection Certificates from Debenture Trustees and approval from debenture holders holding more than 50% of the debentures in value, ensuring enhanced investor protection. MHCO Comments: The amendments to the LODR Regulations expanding the scope of corporate governance for HVDLEs underscore SEBI’s focus on enhancing transparency and accountability in India’s capital markets. By introducing stringent governance norms, robust RPT oversight, and a strong emphasis on ESG compliance, SEBI signifies its commitment to a regulatory framework that adapts to evolving market dynamics. Further, the harmonization of governance requirements with global sustainability standards ensures consistency, reducing ambiguity for listed entities in meeting their obligations.

Background The Maharashtra Real Estate Appellate Tribunal recently passed a significant interim order in Meghna Devang Juthani & Ors v J.P. Porwal Realty & Ors, addressing a dispute involving multiple registrations for a single real estate project. The appellants—legal heirs of a deceased allottee—challenged the actions of the landowners and a new developer who allegedly sought to sidestep the rights of the original purchaser by registering the same project property under a different name and developer, without adhering to the transfer procedures mandated under Section 15 of the Real Estate Regulation and Development) Act 2016 (“RERA Act”). The matter pertains to a shop initially allotted in 2014 under the project “Sambhav Classic”, later renamed and re-registered as “Rajkamal Building” and “Dipti’s Royal Arc”. The core of the dispute lies in the dual project registrations issued by MahaRERA based on the same property and commencement certificate Issues Addressed Whether the landowners, now acting as developers, qualify as "promoters" under RERA and are responsible for obligations arising from the original agreement for sale. Whether two concurrent MahaRERA registrations can exist for the same property. Whether the original agreement executed with the first promoter remains enforceable against subsequent developers. The legality and enforceability of the new project registration undertaken without following the procedure in Section 15 of the RERA Act, 2016.   Judgment Landowner as Promoter: The landowners, by terminating the original development agreement and registering the project themselves, assumed the role of promoters under Section 2(zk) of the RERA Act which defines “Promoter” as inter alia a person who constructs or causes to be constructed an independent building or a building consisting of apartments, or converts an existing building or a part thereof into apartments, for the purpose of selling all or some of the apartments to other persons and includes his assignees. In the present case, the Tribunal noted that the landowners executed a power of attorney in favour of the old developer and by virtue of the development agreement authorized the old developer to construct building/s of flats/ premises to be sold to outsiders which amounts to “causes to be constructed” and hence qualifies him as a “Promoter”. No Parallel Registrations Permitted: The Tribunal further emphasized that two separate registrations for the same property are impermissible. Original Agreement Remains Binding: The Tribunal reiterated that rights under the original agreement remain enforceable even if the agreement predates the RERA Act. Transfer Obligations Under Section 15 Ignored: The Tribunal held that the project transfer without consent and MahaRERA approval was a violation of Section 15 of the RERA Act.   MHCO Comment This ruling serves as a landmark interpretation of promoter liability and reinforces the intent of the RERA Act to protect homebuyers and ensure transparency. The Tribunal’s observations make it clear that once a landowner takes over a stalled project, it inherits the full spectrum of liabilities, including those arising from pre-RERA agreements. Further, the attempt to sidestep Section 15 of the RERA Act by duplicating project registration undermines the regulatory intent and invites scrutiny. The affirmation that the original agreement remains enforceable, coupled with the direction to restrain any third-party transactions regarding the disputed unit, offers significant relief to aggrieved allottees. This decision reinforces that RERA is a buyer-protection statute and cannot be diluted by technical maneuvers. Going forward, developers—including landowners—must exercise strict compliance with both procedural and substantive aspects of the RERA Act, especially when dealing with ongoing or legacy projects. 

Introduction The Ministry of Micro, Small and Medium Enterprises (MSME) has significantly revised the investment and turnover thresholds for MSME classification. The changes have been notified vide Notification S.O. 1364(E) dated 21 March 2025. This amendment supersedes the earlier notification S.O. 2119(E) dated 26 June 2020, issued under the Micro, Small and Medium Enterprises Development Act, 2006. Key Changes The Notification increases the investment and turnover limits for MSMEs. The revised thresholds for MSME are as follows: Enterprise Category Revised Investment Limit Revised Turnover Limit Micro Enterprises Increased from ₹ 1 crore to ₹ 2.5 crore Increased from ₹5 crore to ₹10 crore Small Enterprises Increased from ₹10 crore to ₹25 crore Increased from ₹50 crore to ₹100 crore Medium Enterprises Increased from ₹50 crore to ₹125 crore Increased from ₹250 crore to ₹500 crore Effective Date The revised thresholds shall come into force from 1 April 2025. MHCO Comment The upward revision of thresholds is a welcome move and is expected to benefit a larger number of enterprises, particularly those in the growth stage who were previously at the cusp of losing MSME status due to marginal increases in investment or turnover. With broader criteria, more enterprises will now be eligible for MSME-related incentives such as easier access to credit, priority sector lending, subsidies, and various support schemes offered by the central and state governments.

Introduction: On 18 March 2025, the Maharashtra Stamp (Amendment) Bill, 2025 (Bill) was introduced in the Maharashtra Legislative Assembly (MLA) aiming to revise several provisions of the Maharashtra Stamp Act, 1958 (Act). These proposed amendments are intended to enhance revenue collection, facilitate online transactions and adjust fees associated with adjudication of stamp duties. Key changes: Increase in Stamp Duty for Supplementary Documents:  Amendment to Section 4 of the Act is proposed to raise the stamp duty on supplementary documents from ₹100 to ₹500. This change reflects a long-standing nominal fee that has now been deemed insufficient in light of the current economic conditions. Additionally, this amendment shall also enhance state revenue collection.  Introduction of E-Stamp Certificates:  Amendments to Sections 10 and 10D of the Act are proposed to facilitate online stamp duty payment through e-payment methods and the issuance of e-stamp certificates. This initiative allows citizens to pay stamp duty online at any time from anywhere, reducing paperwork and streamlining the process. Increase in Adjudication Fee:  Amendment to Section 31 of the Act is proposed to increase the adjudication fee payable on a document from ₹100 to ₹1,000. Additionally, it introduces a provision requiring the deposit of the amount of stamp duty primarily payable while filing the executed document for adjudication. Significance of the Proposed Amendment: These amendments are expected to generate additional revenue for the state, which can be invested in infrastructure development and public welfare initiatives, indirectly supporting the real estate sector. The introduction of the e-stamp certificate system is anticipated to make stamp duty payments more convenient, reducing paperwork and streamlining the process.