AuthorUmakanth Varottil

FDI in the Aviation Sector

Jae Woon Lee and I have a working paper titled “Skies Half Open: Foreign Investment in India’s Airline Industry”, the abstract of which is as follows: The foreign investment regime governing the airline industry has been the subject matter of considerable debate. Our goal in this paper is to supplement the literature by embarking on an analysis of the foreign investment regime in India and...

Report of the SEBI-Appointed Committee on Corporate Governance

In June this year, the Securities and Exchange Board of India (SEBI) appointed a committee under the chairmanship of Mr. Uday Kotak to review corporate governance norms in India, and to make recommendations to enhance governance standards. The committee comprised members from diverse fields. It issued its report on 5 October 2017. The report contains several significant recommendations. SEBI has...

Restrictions on Layering of Subsidiaries Now Effective

In two earlier posts published in July (here and here), our guest contributors had voiced their trenchant criticism of the Government’s move to introduce restrictions of the ability of companies to create layers of subsidiaries. After a round of consultation, the Ministry of Corporate Affairs (MCA) has decided to implement the restrictions, which have now been brought into force. The MCA has...

NCLAT Ruling on Maintainability in the Tata Sons Case

Earlier this week, the National Company Law Tribunal (“NCLAT”) issued its ruling in Cyrus Investments Pvt Ltd v. Tata Sons Ltd on whether the Mistry group’s action for oppression and mismanagement in respect of Tata Sons is maintainable. Although the NCLAT ruled that the Mistry group’s petition did not meet the requirements of maintainability under section 244 of the Companies Act, 2013 (the...

Conversion of Tata Sons into a Private Limited Company: In Whose Interest?

The proposed conversion of Tata Sons Limited from a public limited company to a private limited company has reignited the corporate governance issues that the Tata Group has faced over the last year or so. Menaka Doshi has an interesting piece (and an accompanying interview with two corporate lawyers) in BloombergQuint that sets out some of the background to why Tata Sons proposes (and that too...

“Control” Untouched in the Takeover Regulations: A Case of Regulatory Inertia

Let’s just say, it is not at all surprising. After carrying out an extensive consultation that lasted more than a year with a view to defining the concept of “control” under the SEBI (Substantial Acquisition and Takeovers) Regulations, 2011 (the “Takeover Regulations”), the Securities and Exchange Board of India (“SEBI”) has come around a whole circle. It has, by retaining the current definition...

Supreme Court’s Stay Order in the Jaypee Insolvency Case

It was only last week that the Insolvency and Bankruptcy Code, 2016 (the “Code”) and the insolvency proceedings initiated thereunder received a fillip from the Supreme Court in Innoventive Industries Limited v. ICICI Bank (discussed here). Within a matter of a few days, a contrary result emerged from the Supreme Court in Chitra Sharma v. Union of India which has struck a temporary blow to the...

Supreme Court Affirms Creditor-Friendly Nature of Insolvency Law

Background The Supreme Court yesterday delivered its first substantive ruling under the Insolvency and Bankruptcy Code, 2016 (the “Code”) in Innoventive Industries Limited v. ICICI Bank. Incidentally, this relates to the first corporate insolvency case to be admitted by the National Company Law Tribunal (“NCLT”) after the Code came into effect in December 2016. The Supreme Court rejected a...

Supreme Court on Prosecuting a Company for Cheque Dishonour

The Supreme Court in N. Harihara Krishnan v. J. Thomas ruled yesterday on certain procedural aspects relating to the offence under section 138 of the Negotiable Instruments Act, 1881 (“NI Act”) of dishonour of a cheque issued by a company. It held that any failure to include the company as an accused in the complaint at the outset (i.e. within the limitation period) would be fatal to the...

SEBI Informal Guidance on Profit Sharing Arrangements

Last year, the Securities and Exchange Board of India (“SEBI”) clamped down on upside sharing arrangements between promoters or senior management of listed companies on the one hand and private equity investors on the other. Accordingly, the securities regulator amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “LODR Regulations”) to introduce regulation...

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