CAPITAL MARKET
REVISED INDUSTRY STANDARDS ON "MINIMUM INFORMATION TO BE PROVIDED TO THE AUDIT COMMITTEE AND SHAREHOLDERS FOR APPROVAL OF RELATED PARTY TRANSACTIONS"
The Industry Standard Forum ("ISF"), consisting of representatives from ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges and in consultation with SEBI formulated the Industry Standards on "Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction" ("Industry Standards").
Listed entities were required to follow the aforesaid standards with effect from April 01, 2025, however the applicability of the Industry Standards was pushed to July 01, 2025, pursuant to feedback and requests made by various stakeholders.
Based on this feedback, ISF in consultation with SEBI came out with the revised Industry Standards. Accordingly, Section III-B of the of the Master Circular dated November 11, 20241 , relating to disclosures and other obligations of listed entities in relation to Related Party Transactions has been modified as follows;
- Paragraph 4 under Part A of Section III-B shall stand substituted by the following paragraph: "The listed entity shall provide the audit committee with the information as specified in the Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions", while placing any proposal for review and approval of an RPT."
- Paragraph 6 under Part B of Section III-B shall stand substituted by the following paragraph: "The notice being sent to the shareholders seeking approval for any RPT shall, in addition to the requirements under the Companies Act, 2013, include the information as part of the explanatory statement as specified in the Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions."
These aforementioned amendments shall come into effect from September 01, 2025.
SEBI TO INTRODUCE "VALIDATED UPI HANDLES" AND "SEBI CHECK" FOR SECURED PAYMENTS BY INVESTORS
SEBI introduced steps with the aim of enhancing investor protection and combatting unauthorized money collection in the securities market. These steps are;
- Introduction of a structured and validated Unified Payment Interface (UPI) address mechanism featuring the exclusive "@valid" handle;
- Development of a new functionality called "SEBI Check" which will allow investors to verify the authenticity of UPI IDs either by scanning a QR Code or entering the UPI ID manually.
COMPETITION LAW
Following are the developments in the Competition law sphere for the month of June 2025:
MADRAS HIGH COURT REJECTED GOOGLE'S APPLICATION TO DISMISS TESTBOOK'S CIVIL SUIT
The Madras High Court, vide its order dated June 11, 2025, dismissed an application jointly filed by Google India Private Limited and Google India Digital Services Private Limited (collectively, "Google") in the matter of Google India Private Limited & Another vs Testbook Edu Solutions Private Limited & Others. The said application prayed for dismissal of the civil suit filed by Textbook Edu Solutions Private Limited ("Testbook"), which challenges the legality of Google's new billing systems on Google's Play Store.
Testbook had sought a declaration that Google's Developer Distribution Agreement ("DDA") and related billing terms were illegal and unenforceable. Referring to the clauses in DDA, Testbook alleged that Google's sudden imposition of service fees amounted to a breach of the terms of the DDA and was therefore unfair. It sought a permanent injunction preventing Google from removing its apps from the Play Store due to its refusal to comply with the contested billing system.
Google argued that the suit was substantially similar to earlier rejected claims made by other startups. However, the court held that the complaint filed by Testbook differed from the earlier batch of cases since the earlier cases primarily focused on Google's alleged abuse of its dominant position. The court held that the current suit raised specific contractual issues regarding the Testbook's agreements with Google and was not a copy of the prior cases, as it raised new legal points.
The court also acknowledged and clarified that while Testbook could have approached the Competition Commission of India ("CCI"), it did not bar the present civil suit.
CCI APPROVES ACQUISITION OF MAJORITY STAKE IN ITD CEMENTATION BY ADANI GROUP AFFILIATE RENEW EXIM DMCC
The CCI, via its order dated January 28, 2025, approved the acquisition of equity shares of ITD Cementation Indian Limited ("Target") by Renew Exim DMCC ("Acquirer") from Italian-Thai Development Public Company Limited ("Seller"). The proposed transaction involved:
- the acquisition of approximately 46.64% of the total issued and voting equity share capital of the Target; and
- the further acquisition of approximately 26% of the voting share capital of the Target under an open offer ("Open Offer"), pursuant to the requirements under the Securities and Exchange Board of India ("SEBI") (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations").
Post the Open Offer process, the Acquirer will hold approximately 72.64% of the voting share capital of the Target (collectively, "Proposed Combination").
The Acquirer is a Dubai-based holding company involved in the business of investment in commercial enterprises and management. It does not have any business operations/ presence in India and belongs to the Adani group (as the ultimate beneficial owner).
The Target is a publicly listed company in India and is engaged in the engineering and construction business undertaking heavy civil, infrastructure and engineering, procurement and construction ("EPC") business.
The CCI observed that there are no horizontal overlaps between the Acquirer and the Target. However, certain affiliates of the Adani group are present in the provision of Operation and Maintenance ("O&M") in downstream vertical markets.
Further, the Target is present in provision of EPC services across various segments such as in roads/ highways, water and wastewater treatment plants, airports, maritime projects and power projects, i.e., input EPC services at the upstream level that may be required for Adani group's activities in O&M at the related downstream levels for each activity/ sector.
The CCI observed that given the nature and extent of the overlaps in the upstream and downstream markets, the Proposed Combination was not likely to cause an appreciable adverse effect on competition in any of the plausible markets.
Further, due to the presence of the parties and their affiliates in the vertically overlapping markets and the competition landscape of the upstream and downstream markets, coupled with the presence of credible players in each of the market segments, the CCI concluded that the Parties did not possess the ability or incentive to cause foreclosure in any of the markets.
Thus, the CCI opined that the Proposed Combination was not likely to have an appreciable adverse effect on competition in India and approved the Proposed Combination.
CCI APPROVES INCREASE IN STAKE BY 360 ONE PRIVATE EQUITY FUNDS IN VASTU HOUSING FINANCE CORPORATION
The CCI, vide its order dated August 6, 2024, approved the acquisition of equity shares of Vastu Housing Finance Corporation Limited ("Target") by 360 ONE Private Equity Funds ("360 Fund") acting through its investment manager, 360 ONE Alternates Asset Management Limited ("AAML") (360 Fund and AAML are collectively referred to as "Acquirer").
The present transaction relates to the proposed acquisition of 4.12% shareholding (on a fully diluted basis) of the Target by the Acquirer ("Proposed Combination"). The Proposed Combination will increase the shareholding of the Acquirer in the Target from 5.44% to 9.56% (on a fully diluted basis).
360 Fund is registered with SEBI as a Category II Alternative Investment Fund. It is managed by AAML. AAML is a wholly owned subsidiary and is ultimately controlled by 360 ONE WAM Limited ("360 OWL"). It provides investment management services to 360 ONE Group and also undertakes portfolio management services, including coinvestment management services. The Acquirer is a wholly owned subsidiary of 360 OWL.
The Target is engaged in the provision of home loans, home extension loans, plot and construction loans, loans against property and micro/ MSME loans. The Target is the ultimate parent entity of the "Vastu Group". It has one subsidiary, namely, Vastu Finserve India Private Limited ("VFIPL") (collectively referred to as "Target Group").
VFIPL is a wholly owned subsidiary of VHFCL. VFIPL is a NonBanking Financial Company ("NBFC") engaged in the business of providing financial services, specifically, the provision of loans and credit/advance money with or without security to any individual, firm, body corporate or any other entity.
The CCI observed that the Target is engaged in the business of providing financial services, specifically, the provision of loans and lending services. The Acquirer is also present in the market of loans and lending services through its wholly owned subsidiaries, 360 ONE Prime Limited and Northern Arc Capital Limited. Further, certain portfolio entities of 360 ONE Group are also engaged in the provision of loans and lending services.
Accordingly, the activities of the Acquirer exhibited horizontal overlaps with those of the Target at various levels, including: (i) the broader market for the provision of loans in India; (ii) the narrower market for the provision of retail loans in India; and (iii) further delineated segments such as: (a) provision of home loans in India, (b) provision of loans against property; (c) provision of loans to small businesses/ MSMEs; (d) provision of vehicle loans in India; and (e) provision of commercial vehicle (including tractors and three-wheelers) loans and construction equipment loans in India.
The CCI noted that the combined market shares of the parties in each of the relevant markets are in the range of [0- 5] % only, in terms of value. Further, each of the markets has the presence of other players such as State Bank of India, HDFC Bank, ICICI Bank, Axis Bank, Punjab National Bank, Bank of Baroda, Cholamandalam Investment and Finance Limited, IndusInd Bank, etc.
Based on the above assessment, the CCI opined that the Proposed Combination was not likely to have an appreciable adverse effect on competition in India. Therefore, the CCI approved the Proposed Combination as per the provisions of Section 31(1) of the Act.
CCI APPROVES MULTIPLES GIFT FUND'S ACQUISITION OF STAKES IN VASTU, APAC FINANCIAL, AND QUANTIPHI
The CCI, via its order dated April 8, 2025, approved the acquisition by Multiples Plenty Private Equity GIFT Fund ("Multiples GIFT Fund" or "Acquirer"), acting through its investment manager, Multiples Asset Management IFSC LLP ("Multiples IFSC").
The proposed transaction ("Proposed Combination") contemplates the acquisition by Multiples GIFT Fund of:
- 21% shareholding of Vastu Housing Finance Corporation Limited ("Vastu") from Multiples Private Equity Fund II LLP ("Multiples Fund II"), Plenty and Plenty CI Fund I Limited ("Plenty CI");
- 18.91% shareholding of APAC Financial Services Limited ("APAC") from Plenty Private Equity Fund I Limited ("Plenty") and Multiples Fund II; and
- 17.20% shareholding of Quantiphi, Inc. ("Quantiphi") from Plenty and Multiples Fund II.
The Acquirer is a newly incorporated trust, formed under the Indian Trusts Act, 1882 and registered with the International Financial Services Centres Authority as a restricted scheme (non-retail). The Acquirer is managed by Multiples IFSC, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008. Multiples IFSC is a subsidiary of Multiples Alternate Asset Management Private Limited ("MAAMPL").
Vastu is a housing finance company. It is the holding company of Vastu Finserve India Private Limited. Vastu, directly or through its subsidiary, is engaged in the provision of retail loans, i.e., home loans and loans to micro, small and medium enterprises ("MSMEs"), auto loans and loans against property.
APAC is a Non-banking Financial Company – Middle Layer registered with the Reserve Bank of India. APAC is engaged in the provision of retail loans to MSMEs. It has also recently obtained the license to operate as a corporate agent for the distribution of insurance products from the IRDAI.
Quantiphi, incorporated in the United States, is engaged in, inter alia, the provision of various artificial intelligence and machine learning solutions and data analytics.
The CCI, in its order, noted that some of the affiliates of the Multiples Group were engaged in the provision of loans and lending services in India. Accordingly, the affiliates of both Multiples Group and Vastu and APAC exhibited horizontal overlaps with regard to loans and lending business in India.
Within the loan and lending business, they exhibited horizontal overlaps with regard to the retail loans and lending segment, and within the retail loans and lending segment, they exhibited horizontal overlaps with regard to auto loans, housing loans, loan against property, and MSME loans. The CCI observed that the combined market shares for the said overlapping segment and sub-segments were less than 1%.
Further, some of the affiliates of the Multiples Group were engaged in the provision of life and general insurance.
Therefore, the insurance distribution activities of the Targets exhibited a vertical interface with the insurance provision activities of said affiliates of the Multiples Groups. The CCI observed that the market share of the affiliates of the Multiples Group for the provision of life and general insurance was less than 1%. Further, the presence of the Targets engaged in the distribution of the insurance products was not significant.
Based on the above assessment, the CCI was of the opinion that the proposed combination was not likely to have an appreciable adverse effect on competition in India. Therefore, the CCI approved the proposed combination.
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