SEBI (ICDR) Regulations 2018 And SEBI (SAST) Regulations 2011: Implications For IBC
- IJLLR Journal
- 8 hours ago
- 2 min read
Narsingh Yadav, Indian Institute of Corporate Affairs
ABSTRACT
This research examines the regulatory interplay between the Securities and Exchange Board of India’s (SEBI)Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018, Substantial Acquisition of Shares and Takeovers (SAST) Regulations, and the Insolvency and Bankruptcy Code (IBC), 2016, highlighting the challenges posed by their coexistence in corporate insolvency resolutions. SEBI’s investor-centric mandates, aimed at ensuring market integrity, often clash with the IBC’s objective of time- bound, creditor-driven restructuring of distressed companies. Through doctrinal analysis of statutory frameworks, case law, and comparative insights, the study identifies critical regulatory gaps, including jurisdictional conflicts between SEBI and the National Company Law Tribunal (NCLT), misaligned valuation principles (SEBI’s “fair value” vs. IBC’s “liquidation value”), and ambiguities in takeover exemptions for insolvency-driven acquisitions.
Case studies such as Bhushan Steel, Jet Airways, and Essar Steel illustrate how SEBI’s pricing norms and open offer obligations delay resolution plans, deter potential bidders, and undermine the IBC’s 330-day timeline. The research also reveals stakeholder-specific challenges: resolution applicants face dual compliance burdens, investors grapple with liquidity constraints, and resolution professionals navigate conflicting regulatory deadlines.
To address these issues, the study proposes reforms such as legislative amendmentsto harmonize SEBI’s pricing mechanisms with IBC’s commercial flexibility, automatic exemptions for NCLT-approved acquisitions under SAST, and institutional coordination through a SEBI- IBBI joint committeeto streamline approvals. Judicial clarity on jurisdictional hierarchies and post-acquisition compliance is also emphasized. By balancing investor protection with insolvency efficiency, this research advocates for a synergistic regulatory framework that accelerates corporate recovery, enhances creditor returns, and strengthens India’s insolvency ecosystem. The findings underscore the urgent need for policy interventions to align capital market regulations with insolvency objectives, fostering a resilient and investment-friendly economic landscape.
Keywords: SEBI, ICDR, SAST, IBC, Insolvency Resolution, Regulatory Conflicts, Investor Protection, Takeover Exemptions.
