SEBI (Securities and Exchange Board of India) issued a cautionary letter to Nestle India regarding an alleged breach of Insider Trading Regulations by a high-ranking official.

Nestle’s compliance officer received a warning letter from the Deputy General Manager of SEBI for breaching the Prohibition of Insider Trading Regulations, 2015.

Nestle India stated that this incident would not affect the company’s operations and confirmed compliance by following Regulation 30 of SEBI Listing Regulations.

SEBI implemented regulations to safeguard investors’ interests by preventing companies from acquiring their own shares through secondary market transactions.

The Supreme Court quashed criminal proceedings against two non-executive directors of Blue Coast Hotels & Resorts Ltd., ruling they cannot be held liable under Sections 138 and 141 of the NI Act for a cheque bounce.

The company had issued ₹1 crore in post-dated cheques for a ₹5 crore loan from Morgan Securities, which bounced in 2005.

The directors argued they had no financial role and were not signatories to the cheques.

The Court citing S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla & Anr. (2005), ruled that non-executive directors and independent directors cannot be vicariously liable for bounced cheques without direct involvement in financial decisions.

Only those in charge of the company's affairs can be prosecuted under the NI Act 1881.

The Supreme Court has set aside the Bar Council of India (BCI) order dismissing a misconduct complaint against lawyers Alok Dhir and Maneesha Dhir, the founding partners of Dhir & Dhir Associates.

Sailesh Bhansali accused the firm of a conflict of interest in handling his company Madras Petrochem’s DRT case, alleging that their affiliated Asset Reconstruction Company (Dhir and Dhir ARC) misused confidential information to acquire the company’s loans.

The BCI dismissed the complaint without explanation, leading the Supreme Court to order a fresh review within six months.

The Court emphasized that BCI must provide clear reasoning when making such decisions. 

The Delhi High Court has upheld an arbitration award of ₹28 crore against Bajaj Finance, dismissing its challenge in a dispute over a Loan Against Securities (LAS) agreement with stock trader Seetha Kumari under Section 34 of the Arbitration and Conciliation Act, 1996.

The court ruled that Bajaj Finance unlawfully sold pledged securities despite Kumari maintaining adequate margin coverage.

The court found that the financial institution failed to provide the mandatory three-day notice before selling shares, violating the LAS agreement.

The High Court rejected Bajaj Finance’s claims, affirming that the arbitrator’s decision was commercially sound and legally valid, leading to the dismissal of its appeal.

The Supreme Court ruled that once a partner brings personal property into a partnership, it ceases to be their individual asset and becomes firm property under Section 14 of the Indian Partnership Act, 1932.

After the partner’s death or retirement, neither the partner nor their heirs can claim ownership, except for their share in the firm's profit.

The bench upheld an Allahabad High Court order in a dispute over Hotel Alka Raje, Faizabad. 

Citing Addanki Narayanappa v. Bhaskara Krishnappa (1966), it reaffirmed that property contributed to a firm loses its separate identity and belongs to the partnership permanently.

The Competition Commission of India (CCI) has released a draft regulation to curb Predatory Pricing in e-commerce and quick commerce. This move addresses concerns over unfair pricing, which can drive competitors out and create monopolies.

While low prices may benefit consumers initially, they can lead to dominance, allowing companies to raise prices later. 

The draft outlines mechanisms to monitor pricing strategies and prevent abuse of market power.

With India's booming digital economy, the CCI aims to foster fair competition, encourage innovation, and protect consumer interests. Stakeholders can provide feedback, shaping a regulation that ensures transparency and sustainability in the sector.

The Insolvency and Bankruptcy Board of India (IBBI) has updated its Assignment Module to improve efficiency in insolvency proceedings. 

Insolvency Professionals (IPs) must now register their assignments on the IBBI portal within three days of appointment for new cases, by February 28, 2025, for ongoing cases, and by March 31, 2025, for closed cases (April 30, 2025, for personal guarantor cases). 

This applies to roles like Resolution Professionals, Liquidators, and Administrators. The move aims to streamline reporting, reduce delays, and enhance transparency. 

The update, under Section 196 of the Insolvency and Bankruptcy Code, 2016, ensures better record-keeping and compliance in insolvency processes.

In a major relief for SEBI-registered Research Analysts (RAs) and Investment Advisors (IAs), the Securities and Exchange Board of India (SEBI) has proposed allowing them to collect advance fees for up to a year.

Currently, advisors can charge fees for two quarters and analysts for one quarter, causing backlash and potential business shutdowns. 

The proposal, outlined in a consultation paper, follows industry representations arguing that the restriction hindered long-term recommendations and increased costs. 

SEBI acknowledged investor protection concerns by maintaining an annual fee cap and refund options. If implemented, this change would provide greater financial stability for RAs and IAs while ensuring compliance with investor safeguards.

Public Comments on the proposal are to be submitted by Feb 27. 

The parent company of Café Coffee Day, Coffee Day Enterprises Ltd (CDEL), is navigating a high-stakes insolvency case triggered by IDBI Trusteeship’s ₹228.45 crore repayment claim. 

The National Company Law Tribunal (NCLT) initiated insolvency proceedings against Coffee Day Enterprises Ltd (CDEL) in July 2023. 

The NCLT admitted the case, but CDEL, led by Executive Director Malavika Hegde, challenged it at the NCLAT, which stayed the insolvency proceedings in August 2023.

In a recent twist, the Supreme Court set a February 21, 2025, deadline for NCLAT to resolve the appeal. If not settled by then, the insolvency process will restart. Meanwhile, CDEL is in settlement talks with IDBI to avoid insolvency and focus on recovery.

The SEBI has proposed strict new rules to improve the corporate governance at listed companies. The main purpose is to make strict compliance and enhance transparency.

Key changes include a revised Annual Secretarial Compliance Report (ASCR) format and mandatory ASCR in annual reports, and the audit committee should carefully evaluate the qualifications for signing partners.

SEBI aims to improve transparency in auditor selections and introduce monetary limits for Related Party Transactions (RPTs) involving subsidiaries.

To ensure better compliance, the SEBI has also suggested clarifying the definition of RPTs.

SEBI has invited public comments on these proposals until February 28.

The Delhi High Court upheld the constitutional validity of Section 132 of the Companies Act, 2013, and Rules 3, 8, 10, and 11 of the National Financial Reporting Authority (NFRA) Rules, 2018.

A batch of petitions were filed by individual Chartered Accountants & auditing firms challenging the National Financial Reporting Authority's (NFRA's) powers and applicability to audits.

The Court dismissed arguments on vicarious liability, retroactive operation and Article 20(1) violations, emphasizing that the provision strengthens compliance and professional accountability.

It clarified that National Financial Reporting Authority (NFRA) proceedings are disciplinary in nature, governed by the preponderance of probabilities standard, and are based on audit records, not oral testimony.

Zomato has announced its decision to rebrand its parent company as Eternal Ltd, with the board approving the name change.

However, the food delivery app will continue to operate as Zomato, CEO Deepinder Goyal clarified.

The rebranding follows Section 13 of The Companies Act, 2013, which mandates Central Government approval and SEBI regulations, requiring a board resolution and 75% shareholder approval.

The ROC verifies name availability and trademark compliance before issuing a new certificate. 

In its exchange filing, Zomato announced that the board has approved amendments to the Memorandum of Association and Articles of Association to implement the name change

The Karnataka High Court ruled that disputes related to a Share Purchase Agreement do not fall under the jurisdiction of the Commercial Court as per Section 2(1)(c)(xii) of the Commercial Courts Act. 

The case involved a money recovery suit where the petitioner, a Bengaluru Fresh Fruits Pvt. Ltd. shareholder, sought to sell shares to a third party under an agreement dated 09.10.2020. The agreement is only a Share Purchase Agreement and is not a Shareholder Agreement. 

The Court held that only Shareholder Agreement disputes qualify as commercial disputes. 

It directed the case to be transferred to the Principal City Civil and Sessions Judge, Bengaluru, for re-allotment.

Read in detail here. 

The SEBI Advisory Committee on ESG is considering aligning India's Business Responsibility and Sustainability Reporting (BRSR) norms with International Financial Reporting Standards (IFRS) to ensure globally standardised Environmental Social and Governance disclosures.

The updated norms may incorporate sustainability-related (S1) and climate-related (S2) disclosures.

Additionally, SEBI is exploring accreditation for ESG verification bodies, possibly through the National Board of Accreditation.

The Shakti Sustainable Energy Foundation is assisting in research. While the proposal is still in discussion, SEBI emphasizes industry consensus before implementation.

SEBI officials have also raised concerns over greenwashing and misleading ESG claims.

The Insolvency and Bankruptcy Board of India (IBBI) has issued a discussion paper proposing key amendments to improve the Corporate Insolvency Resolution Process (CIRP).

Key proposals include mandating regular reviews of operational expenses and leased properties by the Committee of Creditors (CoC), allowing joint hearings and shared resolution professionals for interconnected entities, and requiring corporate debtors to submit a Statement of Affairs under Section 7 of the IBC.

The paper also seeks to improve resolution plan transparency, restrict post-approval modifications, and remove the sale of corporate debtors as a going concern under liquidation norms.

Public comments are invited until February 25.