Page 4 – Vaish Associates Advocates

SEBI Mandates NISM Certification for Compliance Officers of Managers of AIFS

Securities and Exchange Board of India (“SEBI”), vide its circular dated December 30, 2025, has mandated the requirement of National Institute of Securities Market (“NISM”) certification for the compliance officers of the manager of Alternative Investment Funds (“AIFs”). As per Regulation 20(17) of SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), the manager shall appoint a compliance officer who shall be responsible for monitoring compliance with the provisions of the act, rules and regulations, notifications, circulars, guidelines, instructions or any other directives issued by SEBI. In terms of Regulation 20(18) of the AIF Regulations, the compliance officer shall satisfy the eligibility criteria as may be specified by SEBI. In furtherance to the aforementioned regulation, SEBI has now specified the NISM certification requirement for the compliance officers of the manager of the AIFs.

From January 1, 2027 (“Effective Date”) onwards, only those persons who have obtained the NISM Series-III-C: Securities Intermediaries Compliance (Fund) Certification Examination as mentioned in the communique No. NISM/Certification/Series-III-C: Securities Intermediaries Compliance (Fund) Certification Examination /2025/01/November 20, 2025 issued by the National Institute of Securities Market shall be appointed as or shall continue to act as compliance officer of managers of AIFs.

Therefore, the existing compliance officers who do not possess the aforementioned certification shall obtain the same before the Effective Date to continue in their role.

Further, the circular also stipulates that it shall be the responsibility of the trustee/sponsor/manager of the AIF to ensure that the ‘Compliance Test Report’, prepared by the manager, duly includes compliance with the provisions of this circular.

To read the circular click here

For any clarification, please write to:

Mr. Yatin Narang
Partner
[email protected]

End of Ambiguity: Payment Towards Non-Compete Fee, A Revenue Expenditure

We are pleased to share with you a copy of our in-house publication – “TaxBuzz”.

In this edition, we have analysed a recent landmark judgment rendered by the Supreme Court in case of Sharp Business System, wherein the Hon’ble Court has put an end to the controversy on payment made towards non-compete fee and held it to be an allowable revenue expenditure.

We trust that you will find our TaxBuzz useful and look forward to receiving your valuable feedback..

For any details and clarifications, please feel free to write to:

Mr. Rohit Jain, Senior Partner: [email protected]
Mr. Vaibhav Kulkarni, Associate Partner: [email protected]
Mr. Akash Shukla, Associate: [email protected]

Legalaxy – Monthly Newsletter Series – Vol XXXI – December, 2025

In the December edition of our monthly newsletter “Legalaxy”, our team analyses some of the key developments in securities market, banking and finance, labour, corporate, data protection and intellectual property.

Below are the key highlights of the newsletter:

SEBI UPDATES

SEBI LODR (5TH Amendment) Regulations, 2025 – Notified
SEBI notifies AIF Amendment Regulations, 2025

RBI & IFSC UPDATES

RBI notifies Trade Relief Measures Directions, 2025
IFSCA notifies requirement on AML/CFT for designated director and principal officer under the IFSCA (AML/CFT/KYC) Guidelines, 2022

CORPORATE UPDATES

Companies (Meetings of Board and its Powers) Rules, 2014 – Amended

LABOUR UPDATES

Amendments to the Andhra Pradesh Shops and Establishments Act made effective
Haryana promulgates ordinance to amend the Haryana Shops and Commercial Establishments Act

OTHER UPDATES

The Digital Personal Data Protection Rules – Notified
Patents (Amendment) Rules, 2025 – Notified

We hope you like our publication. We look forward to your suggestions.

Please feel free to contact us at [email protected]

Delhi High Court Restrains Use of “BRO CODE” as Film Title Over Trademark Concerns

In Indospirit Beverages Pvt. Ltd. v. Ravi Mohan Studios Pvt. Ltd. (CS(COMM) 1104/2025), the Delhi High Court granted an interim injunction restraining the production house from using “BRO CODE” as the title of its upcoming film.

The Court found that the studio’s adoption of an identical title was likely to mislead consumers and take unfair advantage of the well-established BROCODE beverage brand, which has gained substantial recognition through marketing efforts and digital content with millions of views.

Rejecting arguments based on registration gaps and a prior Madras High Court order on groundless threats, the Court held that once an infringement suit is filed, such objections cannot limit the jurisdiction to grant appropriate relief.

For any clarification, please write to [email protected]

Seminal Decision of the Delhi High Court on Constitution of Service Permanent Establishment

We are pleased to share with you a copy of our in-house publication – “TaxBuzz”, wherein we have analysed the recent ruling of Delhi High Court in the case of CIT v. Clifford Chance Pte. Ltd.: ITA No. 353/2025 and 354/2025 wherein the Hon’ble High Court held that in absence of a specific clause in the India-Singapore DTAA, it was not open to the tax authorities to import the concept of Virtual Service Permanent Establishment into the India-Singapore DTAA to bring to tax, the profits of the non-resident taxpayer in India.

Further, for computation of the number of days spent in India for determining constitution of Service PE in terms of Article 5(6)(a) of the DTAA, the Hon’ble High Court held that, the days on which the employees of the taxpayer were on vacation and the days spent in India on business development needs to be excluded.

We trust that you will find the same useful.

For any details and clarifications, please feel free to write to:

Mr. Aditya Vohra, Partner at [email protected]

Mr. Kunal Pandey, Principal Associate at [email protected]

Netflix India Transfer Pricing Case: ITAT Mumbai Delivers Landmark Ruling on Digital Distribution Model‌

ITAT Mumbai Deletes ₹445 Cr TP Adjustment in Netflix India Case; Clarifies Characterisation of Digital Distribution Model.

The Mumbai Bench of the Income Tax Appellate Tribunal has delivered a landmark ruling in the case of Netflix Entertainment Services India LLP (AY 2021-22), deleting a transfer pricing adjustment of ₹445 crores proposed by the TPO.

The Tribunal held that Netflix India functions solely as a limited-risk distributor of access to the global streaming platform and does not own or exploit any intellectual property, technology, or content. Rejecting the TPO’s recharacterisation, the ITAT confirmed that all DEMPE functions, key assets, and entrepreneurial risks rest with foreign Associated Enterprises.

Upholding TNMM as the Most Appropriate Method, the Tribunal observed that Netflix India’s 1.36% margin fell squarely within the arm’s-length range and that the TPO’s use of the “Other Method” and royalty benchmarks was factually and legally untenable. The DRP’s ad-hoc attribution of 43% revenue to the Indian entity was also dismissed as lacking economic rationale.

For any clarification, please write to [email protected]