[Kartik Mehta and Pranav Jain are fourth-year B.A.,LL.B(Hons.) students at HNLU, Raipur] The Reserve Bank of India (RBI) on 20 January 2025 released the updated master directions for foreign direct investment (FDI) in India, leading to a significant overhaul in the framework for investment through foreign-owned and controlled companies (FOCCs). In summary, a foreign investor can invest in an...
Redefining Oversight: SEBI’s Crackdown on ODIs and the Pursuit of Financial Transparency
[Kashvi is a second-year law student at National Law University Odisha and Divyansh is a third-year law student at National Law School of India University] Offshore derivative instruments (ODIs) have been a point of contention in India’s regulatory landscape for over 15 years. These instruments allow foreign investors to trade Indian securities without the need for registration with the...
Interim Relief under the Arbitration and Conciliation Act, 1996: The Dilemma that Wasn’t
[Saranya Ravindran is a 4th year law B.A., LL.B. (Hons.) student at NALSAR University of Law in Hyderabad] Interim reliefs are crucial to ensure the enforcement of an arbitral award, as the opposing party may no longer possess sufficient assets post-award, rendering enforcement ineffective. Section 9 of the Arbitration and Conciliation Act, 1996, which allows a party to seek interim relief from a...
SAT’s Order in Pegasus: Dispensing with Valuations in Indirect Acquisitions?
[Shalin Ghosh is a 3rd year B.A., LL.B. (Hons.) student at Maharashtra National Law University, Mumbai] Indirect acquisitions involve an acquirer obtaining control in the target company by taking over an intermediary entity which already holds a controlling stake in the target. This transaction structure does not result in any change in the target’s public shareholding. However, such acquisitions...
Beyond the Group of Companies Doctrine: Rethinking Joinder of Non-Signatories
[Shyamal Anand is a Principal Associate at Shardul Amarchand Mangaldas and Co and Divyansh Morolia a IV year student, National Law Institute University, Bhopal] As commentators have observed, arbitration is essentially a private process, having party autonomy and consent at its core. The arbitration tribunal derives its jurisdiction from the agreement of the parties. However, under some limited...
Casting a Wider Net: SEBI’s Expanded Definition of “Connected Person” and “Relatives”
[Priyanshi Jain is a 5th year student at Institute of Law, Nirma University and Akhand Singh is a 3rd year student at Institute of Law, Nirma University] The Securities and Exchange Board of India [“SEBI”] on December 4, 2024 notified an amendment to the SEBI (Prohibition of Insider Trading) Regulation, 2015 [“PIT Regulations, 2015”] by way of the SEBI (Prohibition of Insider Trading) (Third...
Revisiting Standard Chartered Bank: Clarifying the ‘Special Equities’ Exception to Unconditional Bank Guarantees
[Chiranth Mukunda and Vikram Raj Nanda are 2nd Year BA.LLB (Hons.) Students at the National Law School of India University, Bengaluru] In a recent decision, the Delhi High Court in Director General Project Varsha v. Navayugavanoordjv, dealt at length with the ‘special equities’ exception to the invocation of unconditional bank guarantees. Though the law in this regard is generally...
Determining the Date of Conversion for Foreign Award Denominated in Foreign Currency
[Ankur Mishra is an advocate practising in the Delhi High Court] In cases of enforcement of awards denominated in foreign currency, what should be the date of conversion of currency for the purpose of enforcement? Should it be the date of breach or should it be the date when decree is made against the judgment debtor? In case of foreign award, should the date of conversion be the date when the...
Weighing SEBI’s Approaches to Diversify the Ownership of Clearing Corporations
[Vaibhav Gautam is a third year student at NALSAR University of Law, Hyderabad] Clearing corporations (“CCs”) are integral to the securities ecosystem, as they serve as central counterparties for the trades executed on exchanges. Their primary role involves guaranteeing the settlement of trade by managing risks and providing finality to the settlements. Their nature as risk managers comes along...
Does a Pre-CIRP Security Deposit in a Court Remain an Asset of the Corporate Debtor?
[Rahul Aggarwal is an Advocate at the Punjab & Haryana High Court, and Anmol Aggarwal is a 4th-year B.A., LL.B. (Hons.) student at Rajiv Gandhi National University of Law] The Bombay High Court, in Siti Networks Ltd. v. Rajiv Suri (“Siti Networks HC”), clarified the legal position regarding the ownership of the asset of a Corporate Debtor (“CD”) deposited as a security deposit in a civil...
Levelling the Playing Field: Supreme Court Decides on Unilateral Appointment of Arbitrators
[Niti Dixit and Abhishek Tewari are Partners and Zahra Aziz an Associate at S&R Associates, Advocates] On November 8, 2024, a five-judge bench of the Supreme Court of India considered the issue of unilateral appointment of arbitrators and selection of arbitrators from a panel of arbitrators curated by Indian public sector undertakings (“PSUs”), and delivered its judgment in Central...
Analyzing SEBI’s Informal Guidance on Related Parties in Corporate Groups
[Sikha Bansal and Avinash Shetty are with Vinod Kothari & Co] The regime surrounding related party transactions (‘RPT’) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as significantly amended in 2021) (the ‘LODR Regulations’), is very wide and includes cross RPTs across the group. That is, transactions of a listed entity with related parties of its...
From Rescue to Ruin: The Supreme Court’s Judgment in Jet Airways and the Future of Airline Insolvencies
[Aparna Ravi is a Partner and K J Chendhil Kumar an Associate at S&R Associates, Advocates] On November 7, 2024, the Supreme Court of India in its judgment in State Bank of India v. The Consortium of Mr. Murari Lal Jalan and Mr. Florian Fritsch, directed the liquidation of Jet Airways (India) Limited, bringing an end to the five-year long saga of efforts to revive the beleaguered airline. Jet...
Virtual General Meetings: Should They be Legislated?
[Bharat Vasani is Senior Advisor – Corporate Laws and Ayush Lahoti an Associate in the General Corporate Practice, both at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] Shareholder meetings form the bedrock of shareholder democracy in a corporate institution. They provide shareholders with the opportunity to...
Perkins to YSL: Analysing the Lack of Equality in India-Seated Multi-Party Arbitration
The landmark decision of the Supreme Court of India in Perkins Eastman Architects DPC & v. HSCC (India) Ltd. has often been praised for putting an end to the rampant practice of unilateral appointments of arbitrators and upholding the principles of impartiality and neutrality in arbitral proceedings (see here and here). The decision was also one of the first instances in Indian arbitration...
Supreme Court Clarifies the Scope of Section 11 of the Arbitration and Conciliation Act, 1996
[Kuberinder Bajaj is a Judicial Law Clerk at the Delhi High Court] The Supreme Court, in its recent judgment in SBI General Insurance Co. Ltd. v. Krish Spinning, has comprehensively explained the scope and standard of judicial scrutiny while adjudicating an application under section 11 of the Arbitration and Conciliation Act, 1996 (“the Act”). The Court retraced the existing jurisprudence on the...
Evaluating GST Compliance Rating in India: Addressing Gaps & Shaping the Future
[Sri Janani Seenivasan and Krishna Ravishankar are 4th year B.A., LL.B. (Hons.) students at National Law University, Jodhpur] The Goods & Services Tax (GST) Compliance Rating is a system introduced by the Indian government under section 149 of the Central Goods and Services Tax Act, 2017 (‘CGST Act’), to assess the compliance behavior of the taxpayers. This system assigns a rating or score to...
Unpacking NCLT Kolkata’s Reversal on Capital Reduction in the Philips India Case
[Shalin Ghosh is a 3rd year B.A., LL.B. (Hons.) student at Maharashtra National Law University, Mumbai] Capital reduction is a common mode of financial restructuring for a company. It is a useful tool for companies to reduce accumulated losses and achieve an optimal capital structure. Organizationally, it is a popular route to provide an exit to minority or dissenting shareholders from a company...
Timeline of filing Application under Section 29A for Extension of Time
[Megha Shaw is an advocate practising in the Supreme Court of India and Sachdev Sharma is a law graduate of NUJS, Kolkata] In Rohan Builders (India) Private Limited v. Berger Paints India Limited (12 September 2024), a division bench of the Supreme Court of India decided on whether an application for extension of time under section 29A of the Arbitration and Conciliation Act, 1996 (the “A & C...
NCLT’s Shift: A Deeper Dive into Merger Schemes and Public Interest
[Arjim Jain and Shruti Asati are 4th Year B.A., LL.B. (Hons.) students at National Law University, Odisha] In a ruling in July, the National Company Law Tribunal (‘NCLT/Tribunal’) rejected a proposed merger scheme involving three interconnected entities, citing concerns that the scheme was not in the public interest. Unlike other cases where the NCLT typically focused on ensuring compliance with...
Are OLA Drivers Employees or Contractors? Karnataka High Court Weighs In
[Aparna Ravi is a Partner and Manan Sheth an Associate at S&R Associates] In its judgement dated September 30, 2024 in Ms. X v. Internal Complaints Committee, ANI Technologies Private Limited (Writ Petition No. 8127 of 2019), the Karnataka High Court held that the relationship between ANI Technologies Private Limited (“OLA”) and its driver subscribers was an employer-employee relationship...
Identifying the Real SBO: A critique of the LinkedIn and Samsung Orders
[Chirag Motwani and Ananya Badaya are 4th year law students at Hidayatullah National Law University, Raipur] A “significant beneficial owner” (“SBO”) is an individual who directly or indirectly controls a company or substantially holds beneficial interest in the company and whose name is not registered as a holder of shares in the books of the company. Section 90 of the Companies Act, 2013...
Protection against Self-incrimination and Section 217 of the Companies Act, 2013: Navigating Constitutional Waters
[Shriya Chakravarthy and Mrigank Pathak are alumni of Gujarat National Law University, Gandhinagar, and have previously served as Law Clerks at the Supreme Court of India. They are presently practising at the High Court of Karnataka and the Supreme Court of India respectively] Under the Companies Act, 2013 (“the Act”), the procedures for inspection, inquiry, and investigation have been laid down...
Can an Exclusive Jurisdiction Clause Designate Seat?
[Shaneen Parikh is the Partner and Head of International Arbitration at Cyril Amarchand Mangaldas. Amoga Krishnan is a Senior Associate at Cyril Amarchand Mangaldas] Can an exclusive jurisdiction clause be treated as one which also determines the seat of arbitration? In May 2024, the Delhi High Court (“DHC”) in Kings Chariot v. Tarun Wadhwa ruled in the negative. This post is a comment on the...
Reining in Overreach: Why BPSPs Should Not Be Classified as Payment Systems
[Ritvij Ratn Tiwari is a 5th-year B.A., LL.B. (Hons.) student at the National Law School of India University, Bengaluru] In February 2024, the Reserve Bank of India (‘RBI’) moved decisively to curtail the operations of certain fintech companies, particularly Business Payment Service Providers (‘BPSPs’), by labelling their activities as unauthorized “payment systems” under the Payment...
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