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  • India’s Foreign Investment Policy on E-commerce Retail: Is the time ripe for a reworking?

    The Indian government has been striving to effectively regulate India’s e-commerce retail market, since its first attempt in 2000. The regulations have been a by-product of the fear of organised global retail with deep pockets adversely affecting scores of unorganised “mom-and-pop shops” and retailers. The Indian foreign direct investment policy on e-commerce retail has been...

  • SEBI Working Group on Related Party Transactions: Will the net be cast too wide?

     In the battle for good governance, India Inc. keeps tripping on three letters – RPT. Related-Party Transactions. This, despite the fact that India has one of the most elaborate set of rules and regulations for disclosures and approval of RPT by both listed and unlisted companies. Historically, the Companies Act, 1956 did not specifically regulate...

  • Grooming the Law with Technology: Legal Protection of Software in India

    Introduction As businesses strive to shift from paper to digital, there is an increasing penetration of software products across industries. This is particularly true in India. The NASSCOM Report evinces that the software products market was the fastest-growing segment amongst all IT services in India in FY2019.[1] While the making of software requires a considerable...

  • Charging Infrastructure for Electric Vehicles in India: Policy and Challenges

    One of the biggest stumbling blocks for the success of deploying electric vehicle (“EV”) scheme in India is the lack of adequate charging infrastructure (“Charging Infrastructure”). The revised guidelines for Charging Infrastructure for EV, issued on October 01, 2019 (“CI Guidelines”),[1] aim to simplify the process for setting up Charging Infrastructure. Below is a brief...

  • Recap of Key Labour Law Developments of 2019 & Looking Forward to 2020

    The year 2019 can be said to be a watershed year in relation to the employment law regime in India. The Indian government took various steps to simplify and streamline the dated employment legislations, veritably in a bid to rise up in the index of Ease of Doing Business in India. The courts in India...

  • Cross-border Demergers – Lack of Legislative Intent?

    In the matter of Sun Pharmaceuticals Industries Limited, the Ahmedabad bench of the NCLT has ruled that Section 234 of the Companies Act, 2013 and the FEMA Cross Border Merger Regulations, 2018, do not permit cross-border demergers. Sun Pharma sought to demerge two of its investment undertakings in India into two overseas resulting companies, based...

  • Being Responsible Corporate Citizens – How Mutual Funds and Alternative Investment Funds will Rise Up to the Stewardship code

    Introduction On December 24, 2019, Securities and Exchange Board of India (“SEBI”) released a circular setting up a stewardship code for Asset Management Companies (“AMCs”), Mutual Funds (“MFs”) and all the categories of Alternative Investment Funds (“AIFs”) investing in listed Indian companies (“Stewardship Code” or “Code”). In keeping with global trends, SEBI has made it...

  • Evolving Private Equity Trends in India – Buyout Transactions

    INTRODUCTION Private equity (PE) transactions in India conventionally comprised minority investments in Indian companies. However, maturing market conditions and an increasingly favourable regulatory landscape have been providing tailwinds to PE firms to undertake buyout transactions. Many PE firms investing in India have gained significant experience to deal with the governance and regulatory...

  • Control Deals Involving Tender Offers: Flashback 2019

    Control deals are gaining popularity because of the ability of the incoming controlling shareholder to control the ‘when’ and ‘how’ of the functioning of the business that is housed in the company. Additionally, the stigma associated with promoter’s relinquishing control of their companies is on the wane in India. Despite the market conditions, 2019 saw...

  • To Disclose or Not to Disclose? An Analysis of the Order of the Securities Appellate Tribunal in Electrosteel Steels Limited v. Securities and Exchange Board of India

    On November 14, 2019, almost a decade after the initial public offering of Electrosteel Steels Limited (Electrosteel), the Securities Appellate Tribunal (SAT) delivered its judgment in Electrosteel Steels Limited v. Securities and Exchange Board of India[1] (the SAT Order). It partially upheld the judgment dated March 31, 2016 (SEBI Order) of the adjudicating officer of...

  • Regulation 22(2A) of SEBI Takeover Regulations : Is On-Market Closure of Underlying Transactions Prohibited?

    A question that comes up regularly in the context of an underlying secondary transaction that triggers an open offer is whether such a transaction can be closed on the stock exchange? This is due to reservations expressed by the Securities Exchange Board of India (SEBI) in relation to the interpretation of certain provisions of the...

  • Essar Steel India Limited: Supreme Court Reinforces Primacy of Creditors Committee in Insolvency Resolution

    Essar Steel judgement of the National Company Law Appellate Tribunal (NCLAT), which required that the secured financial creditors share recoveries in a resolution plan under the Insolvency and Bankruptcy Code, 2016 (IBC), inter se (irrespective of the ranking of their security positions) and with the trade creditors, on a pari passu basis, was considered a...

  • Put-option Holders: Financial Creditors Under the IBC?

    In its recent judgment in the case of Jignesh Shah v. Union of India[1] (Jignesh Shah), a three-judge bench of the Supreme Court set aside the NCLAT judgment in the case of Pushpa Shah v. IL&FS Financial Services Limited[2] (NCLAT Judgment) along with the original judgment of the NCLT[3] (NCLT Judgment and, together, La-Fin Judgments)....

  • Surveillance in the Post-Puttaswamy Era

    In 1997, the Supreme Court of India (Supreme Court) pronounced its judgment in the case of People’s Union for Civil Liberties (PUCL) v. Union of India (SC, 1997) (PUCL Case), which laid the groundwork for the right to privacy in the context of telephonic surveillance (i.e. wiretaps) and constitutional freedoms. This article analyses the Supreme...

  • The Biodiversity Act of India: An Introduction

    India is known to the world for its diversified biological resources. Arising out of its obligations as a signatory to the United Nations Convention on Biological Diversity held at Rio de Janerio in 1992, and “to provide for conservation of Biological Diversity, sustainable use of its components and fair and equitable sharing of benefits arising...

  • New SBO Rules – Implementation Challenges

    India is yet to hit its stride in dealing with Significant Beneficial Owner (SBO) rules introduced by the Companies (Amendment) Act, 2017. The SBO rules have its origin in the recommendations made by the Financial Action Task Force (FATF) to its member countries, to make suitable changes in the national legislation to find out individuals,...

  • SEBI Introduces Framework for Issuance of Depository Receipts

      The Securities and Exchange Board of India (SEBI) has introduced a framework for issuance of depository receipts (DRs) by companies listed or to be listed in India ( DR Framework), by its circular dated October 10, 2019. In the early years of liberalisation and up to the time SEBI permitted qualified institutions placement (QIPs) in 2006, DR...

  • Revised Norms for FPIs: New Wine in a New Bottle

    The norms surrounding foreign portfolio investors have undergone continuous changes and tweaks since liberalisation. The framework introduced by Central Government was first consolidated and expanded upon by the Securities and Exchange Board of India (SEBI) under the SEBI (Foreign Institutional Investors) Regulations, 1995 (1995 Regulations). A little under a decade later, in 2014, SEBI took...

  • SEBI launches a new hotline: Introduction of the Informant Mechanism into the Insider Trading Regulations

    In our previous blog post, dated June 12, 2019, we discussed the Securities Exchange Board of India’s (SEBI) efforts to institutionalise an informant mechanism for insider trading, through its discussion paper released in June 2019 (Discussion Paper). The regulator has now formalised this into law through a recent amendment to the Insider Trading Regulations, which...

  • Arbitrator Fees in India: In a Fix?

    The Law Commission of India, in its 246th report, noted that one of the problems associated with arbitration in India (especially ad hoc arbitrations) is the high quantum of fees charged by arbitrators.[1] The Report went so far as to call the fees “arbitrary, unilateral and disproportionate”. The Commission recommended the adoption of a model...

  • India: Over The Counter Drugs – Regulatory Clarity on the Horizon

    Over The Counter (OTC) drugs are drugs that can be sold by pharmacists without a prescription from a Registered Medical Practitioner (RMP). Many drugs are sold over the counter without prescription, but the regulatory regime is grey in this regard, primarily because the term OTC has not been expressly defined under the Drugs & Cosmetics...

  • Securities Law Enforcement: Calibrating the Discipline of Penalty Imposition

    Equipped with broad statutory powers, the Securities Exchange Board of India (SEBI) has been hard at work for the past 30 years, shouldering the herculean task of managing the Indian securities market, through both regulation and enforcement. Naturally, to help SEBI respond to and deal with evolving challenges, its powers, specifically those under the Securities...

  • Part IV – Taxation of REITs in India

        *An eight-part series covering the commercial and legal considerations of REIT listings in India. Click here to read Part III. The Government started putting in place a framework for taxation of business trusts even before the regulations governing Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) were notified by the Securities...

  • Gujarat – A Re-emerging Pharma Destination?

    Gujarat has been the flag bearer of India’s pharmaceutical industry since the establishment of the country’s second oldest drug company, the Alembic Chemical Works Company Limited in Vadodara in 1907. Gujarat’s strategic location on the western coast, coupled with dynamic entrepreneurial talent and favourable policies from the State Government has led it to become one...

  • The National Medical Commission Act, 2019. A look : Part 1

      The National Medical Commission Act, 2019 (NMC Act) has been notified vide the Gazette Notification dated August 8, 2019. The NMC Act aims to repeal the Indian Medical Council Act, 1956 (IMC Act) and constitute the National Medical Commission (NMC), which shall supersede the Medical Council of India (MCI). This blog post is part...

  • To Bet or Not to Bet

    “As the society changes, the law cannot remain immutable” – Justice D P Madon They say cricket is not a game, it is a religion. In 2019, the India – Pakistan ICC World Cup match saw a viewership of 229 million within India itself[1]. The importance of cricket as a unifying force cannot be debated...

  • Home Buyers = Financial Creditors: Supreme Court Reigns

    The Supreme Court in Pioneer Urban Land and Infrastructure Limited vs. Union of India (Pioneer Judgment)[1], has upheld the constitutionality of the Insolvency and Bankruptcy Code (Second Amendment) Act, 2018 (Amendment Act)[2]. Through the Amendment Act[3], the ‘real estate allottees’ (home buyers), as defined under Section 2(d) of the Real Estate (Regulation and Development) Act,...

  • ITAT Puts On It’s Thin(king)-Cap – Treatment of Interest Paid on Compulsorily Convertible Debentures Under the Income Tax Laws

    The recent Income Tax Appellate Tribunal (ITAT) Order in CAE Flight Training (India) Pvt. Ltd. (TS-440-ITAT-2019 (Bang)) clarifies how Compulsorily Convertible Debentures (CCDs) are to be treated under Income Tax Laws. Before delving into the Order and what the ITAT said in making it, it is important to understand the legal context in which this...

  • Insurance Compensation Outside India for Loss of Interest in Indian Subsidiary Not Taxable in India, Holds Delhi ITAT

        In M/s Adidas India Marketing (P.) Ltd. v. Income Tax Officer,[1] the Delhi Bench of the Income Tax Appellate Tribunal (ITAT) held that the insurance compensation received by the foreign parent due to loss of financial interest in its Indian subsidiary is not the subsidiary’s income as alleged by the tax officer and,...

  • Extradition Law: Fundamentals and Processes – Part II

    Part I of the article elaborates on legal basis and purpose extradition, the procedure and the statutory provisions of Indian Extradition Act, 1962 as well as the key aspects of the extradition treaty between India and the UK. Here we will discuss the extradition treaties between India and the US, India and UAE. This post...

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