General Newsletter – June 2026

Capital Market

MASTER CIRCULAR ON SURVEILLANCE OF SECURITIES MARKET

The Securities and Exchange Board of India (“SEBI”) has issued a Master Circular¹ on Surveillance of Securities Market (“Surveillance Master Circular”), originally issued on March 23, 2023 and last updated on May 15, 2026. It consolidates all applicable circulars and incorporates provisions of three new circulars into the existing framework.

The Surveillance Master Circular is structured subject-wise under the following five principal heads:

• trading rules and requirements relating to shareholding in dematerialised form;
• monitoring of unauthenticated news circulated by SEBI- registered intermediaries through social media platforms/ instant messaging services/ blogs/chat forums/e-mail or any such medium;
• the newly incorporated Financial Disincentives for Surveillance Related Lapses Framework applicable to Market Infrastructure Institutions;
• disclosing reporting under the SEBI (Prohibition of Insider Trading) Regulations, 2015; and
• trading window closure, comprising the updated provisions on transactions exempt from trading window restrictions.

With the issuance of the Surveillance Master Circular, all directions and instructions contained in the circulars listed in the Appendix stand rescinded to the extent they relate to surveillance of the securities market.

The additional circulars rescinded by the Surveillance Master Circular are as follows-

Competition and Antitrust

CCI ORDERS INVESTIGATION INTO ALLEGED ANTI- COMPETITIVE CONDUCT IN DELHI LIQUOR MARKET

The Competition Commission of India (“CCI” or the “Commission”), by an order dated May 4, 2026, passed under Section 26(1) of the Act, directed the Director General (“DG”) to investigate allegations of anti-competitive conduct involving various liquor manufacturers, wholesalers, and retailers operating in Delhi under the Delhi Excise Policy, 2021-22.

The information was filed by Mr. Mohit against multiple entities, including Pernod Richard India Private Limited (“Pernod Richard”), United Spirits Limited, International Spirits & Wines Association of India, Indo Spirits Private Limited and several other liquor manufacturers, wholesalers, and retailers. The allegations broadly related to (i) bid rigging in tenders floated by the Excise Department for the wholesale supply of country liquor in Delhi, and (ii) cartelisation and exclusion dealing arrangements amongst liquor manufacturers, wholesalers, and retailers under the Delhi Excise Policy, 2021-22.

With respect to the allegations of bid rigging in tenders issued during 2022-23 for the procurement of country liquor, the Commission examined material placed on record, including responses filed by the Excise Department. The Commission noted that the first tender, dated April 22, 2022, had been cancelled because certain bidders disclosed their financial quotes in violation of tender conditions, while the second tender, dated May 24, 2022, was cancelled because the bids fell within a narrow pricing band suggestive of possible pooling arrangements.

However, after examining the tender history for earlier years and negotiations conducted by the Excise Department with bidders, the CCI held that there was insufficient material to form a prima facie view of bid rigging in relation to the country liquor tenders. The CCI also noted that complete information relating to IMFL tenders was unavailable because the relevant records were with the CBI in connection with investigations concerning the Delhi Excise Policy, 2021-22. Accordingly, no prima facie case of bid rigging was found at that stage.

The CCI thereafter examined allegations relating to cartelisation and anti-competitive vertical arrangements in the IMFL market in Delhi. It noted allegations that Pernod Richard entered into arrangements with wholesalers and retailers, including Indo Spirits and related retail entities, to secure preferential placement and ‘brand pushing’ for its products in Delhi. The CCI observed that the allegations, if established, would fall within the scope of ‘exclusive dealing agreements’ under Section 3(4)(b) of the Act.

For the purpose of prima facie assessment, the CCI delineated the relevant market as the ‘market for sale and supply of IMFL in the NCT of Delhi’ and noted that Pernod Richard consistently held the highest market shares in wine, spirits, and liquors over several years, thereby prima facie indicating a position of strength in the relevant market.

The CCI also relied on material, including extracts from prosecution complaints filed by the Enforcement Directorate and findings in the CAG Report concerning Delhi Excise Policy, 2021-22. The material referred to alleged arrangements involving corporate guarantees, financial support to select retailers, preferential supply structures, and close links between wholesalers and retailers. The CCI particularly referred to an internal e-mail allegedly exchanged amongst Pernod Richard employees discussing strategic partnerships with retailers in multiple Delhi retail zones and financial support through corporate guarantees.

The CCI observed that such conduct, if established, could incentivise retailers to favour Pernod Richard products and restrict competing brands, thereby distorting competition and limiting consumer choice. Accordingly, the CCI formed a prima facie opinion that the alleged arrangement between Pernod Richard and certain wholesalers and retailers warranted investigation under Section 3(4)(b) read with Section 3(1) of the Act and directed the DG to investigate the matter under Section 26(1) of the Act.

COMPETITION COMMISSION OF INDIA CLOSES PROCEEDINGS AGAINST NABARD AND INFOSYS IN CBS PROCUREMENT MATTER

The CCI, via order dated April 20, 2026, closed proceedings under Section 26(2) of the Competition Act, 2002 (“Act”), holding that no prima facie case of contravention of Section 3 or 4 of the Act was made out against the National Bank for Agriculture and Rural Development (“NABARD”) and Infosys Limited (“Infosys”).

The information was filed by M/s Natural Support Consultancy Services Private Limited (“Informant”) alleging that NABARD and Infosys entered into anti-competitive arrangements in relation to the procurement of Core Banking Solutions (“CBS”) services for Rural Cooperative Banks (“RCBs”). The Informant challenged the 2023 Request for Proposal (“RFP”) floated by NABARD for migration and upgradation of Finacle CBS software across cooperative banks, alleging that the eligibility conditions unfairly restricted participation to system integrators authorised by Infosys, the original equipment manufacturer of the Finacle software.

The CCI delineated the relevant market as the “market for procurement of CBS services for RCBs in India”, observing that CBS solutions for RCBs possess distinct characteristics and are not substitutable with generic banking software. The CCI held that NABARD occupies a dominant position in this market, given its statutory role under the NABARD Act, 1981 and its regulatory functions in relation to RCBs across India.

However, the CCI found no abuse of dominance under Section 4 of the Act. It noted that the impugned RFP was specifically intended for the migration of banks already operating on the Finacle platform from version 7.x to version 10.2.25, and that limiting participation to authorised partners of Infosys was commercially and technically justified, considering software compatibility, system integrity, cybersecurity, and continuity of banking operations. The CCI accepted that the cooperative banks had voluntarily chosen to continue with the Finacle platform and that the procurement process was conducted transparently.

The CCI also rejected the allegations under Section 3 of the Act, holding that the continuation of the Finacle platform and the requirement that bidders be authorised partners of Infosys did not amount to exclusive dealing or refusal to deal, and that there was no evidence of any anti-competitive agreement or collusion between NABARD and Infosys causing an appreciable adverse effect on competition (“AAEC”).

The CCI also noted that parallel proceedings initiated by the Informant before vigilance authorities and the Delhi High Court had not yielded findings supporting the allegations and concluded that the Informant had failed to demonstrate either exclusionary conduct or anti-competitive coordination between the opposite parties.

CCI APPROVES ACQUISITION OF SIEMENS’ LOW VOLTAGE MOTORS BUSINESS BY INNOMOTICS INDIA

The CCI, by order dated February 12, 2026, approved the acquisition of the low voltage motors (“LVM”) business of Siemens Limited (“Siemens”) by Innomotics India Private Limited (“Innomotics India”) under Section 31(1) of the Act.

The transaction was notified pursuant to a Slump Sale Agreement dated December 8, 2025, executed between Siemens, Innomotics India, and Innomotics Pte. Ltd. Under the proposed combination, Innomotics India proposed to acquire Siemens’ LVM business in India as a going concern through a Slump Sale arrangement for a lump sum consideration.

The CCI noted that Innomotics India is engaged in the manufacture and supply of industrial motors and large drive systems, while the target business is engaged in the sale of low-voltage motors for industrial applications in India. The target business follows an outsourced manufacturing model and does not manufacture low-voltage motors in India.

For the purpose of competition assessment, the CCI examined the activities of the acquirer, its group entities controlled by KPS Capital Partners, LP, and the target business. It was observed that both parties were present in the broader electric motors market in India. However, the CCI recorded that neither Innomotics India nor the relevant KPS group entities sold low-voltage motors in India, and therefore, no overlap existed at the narrower product level relating to low-voltage motors. The CCI also found that there were no vertical or complementary linkages between the businesses of the parties in India.

The CCI left the precise delineation of the relevant market open, noting that the proposed transaction was not likely to cause any AAEC in any plausible relevant market in India. It further observed that, even at the broadest level of the electric motors market, the combined market share of the parties remained in the range of [5-10] %, with only a minimal incremental addition. The market was also characterised by the presence of several established competitors.

Accordingly, based on its assessment under Section 20(4) of the Act, the CCI approved the proposed transaction.

NCLAT SETS ASIDE CCI’S ORDER AGAINST GRASIM ON GROUNDS OF VIOLATION OF PRINCIPLES OF NATURAL JUSTICE

The National Company Law Appellate Tribunal (“NCLAT”) allowed the appeal filed by Grasim Industries Ltd (“Grasim”) against the order of the CCI dated March 16, 2020, whereby CCI had held Grasim guilty of abuse of dominant position in the market of supply of viscose staple fibre (“VSF”) to spinners in India and imposed a penalty of INR 301.61 crores.

The NCLAT noted that the DG, in its investigation report, had found contraventions under Sections 4(2)(a)(ii) and 4(2)(d) of the Act on account of discriminatory pricing and imposition of supplementary obligations. However, the DG had also specifically observed that non-disclosure of Grasim’s pricing and discounting policy did not by itself amount to a contravention of the Act and that Grasim was under no obligation to keep traders in business by supplying VSF to them.

The NCLAT observed that, despite these findings, the CCI in its final order directed Grasim to make its discount policy transparent and publicly accessible and further directed that buyers of VSF should be free to use the product for spinning, trading or any other lawful purpose. According to the NCLAT, these directions amounted to a departure from the DG’s findings, since the CCI had effectively required disclosure of the discount policy and permitted trading by buyers, contrary to the DG’s observations.

The principal issue before the NCLAT was whether the CCI could differ from the DG’s findings without first issuing a notice and granting the affected party an opportunity to respond. Relying on its earlier decisions, the NCLAT reiterated that where the CCI proposed to disagree with findings favourable to a party in the DG’s report, principles of natural justice require that the party be informed of such disagreement and afforded an effective opportunity to rebut the proposed findings.

The NCLAT rejected the CCI’s contention that there was no material variance between the DG's report and the final order. It held that the CCI’s directions regarding publication of the discount policy and permitting trading by buyers were clearly inconsistent with the DG’s conclusions and therefore could not have been imposed without prior notice to Grasim.

Accordingly, the NCLAT held that the CCI had violated principles of natural justice by failing to issue a show cause notice or otherwise provide Grasim an opportunity to address the CCI’s disagreement with the DG’s findings. The impugned order was therefore set aside, and the matter was remanded back to the CCI with directions to provide Grasim an opportunity to respond wherever the CCI intended to differ from the DG’s findings and thereafter decide the matter afresh in accordance with law.

CCI APPROVES ELLIOTT GROUP’S ACQUISITION OF STAKE IN TOYOTA INDUSTRIES CORPORATION

The CCI, via its order dated January 27, 2026, approved the proposed acquisition by Elliott Associates, L.P., Elliott International, L.P. and The Liverpool Limited Partnership of certain equity shareholding and voting rights in Toyota Industries Corporation (“TICO”) through on-market purchase on the Tokyo Stock Exchange and Nagoya Stock Exchange. The transaction was notified under Section 6(2) of the Act and approved under Section 31(1) of the Act.

The CCI noted that the Acquirers are investment entities managed and/or advised by Elliot Investment Management L.P., while TICO is engaged in India in material handling equipment and related services, automated logistics solutions, and textile machinery businesses.

For competition assessment purposes, the CCI observed that there were no horizontal overlaps between the parties. However, it identified a vertical linkage between TICO’s activities in the market for the manufacture, sale and rental of material handling equipment in India and the Elliot Group’s presence in the market for the provision of mine developer and operator (“MDO”) services in India.

The CCI noted that the parties’ market shares in both markets were in the range of [0-5]% and that the markets were characterised by the presence of several significant competitors. Accordingly, it concluded that the proposed transaction was unlikely to alter competition dynamics or cause an AAEC in India and therefore approved the combination.

Footnote

1 HO/43/15/12(3)2025-ISD-POD2/I/11734/2026

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