AuthorUmakanth Varottil

Stalemate on the SAT in the PNB Housing Preferential Allotment Case

A two-member bench of the Securities Appellate Tribunal (SAT) yesterday returned a split verdict on the legal issues surrounding the preferential allotment of shares by PNB Housing Finance Limited. The facts are relatively straightforward. Since PNB Housing’s controlling shareholder, Punjab National Bank, was unable to infuse funds due to the lack of regulatory approval from the Reserve Bank of...

Call for Blogs: Corporate Law Board of the All India Legal Forum

[Announcement on behalf of the Corporate Law Board of the All India Legal Forum] The Corporate Law Board is an autonomous board of the All India Legal Forum. It is an initiative to engage a discussion around corporate law and policy in India and across the globe. The Board adopts a cross-jurisdictional and multi-disciplinary approach in analysing the various corporate law issues, regulatory...

Call for Papers: Indian Journal of Law & Technology

[Announcement on behalf of the Indian Journal of Law & Technology] The Indian Journal of Law & Technology (IJLT) is now accepting submissions for Volume 18. Please send in your submissions before October 31, 2021 in order for them to be considered. About the Journal The Indian Journal of Law and Technology (IJLT) is a student-edited, peer-reviewed, open access law journal published...

Online Certificate Course on the Insolvency and Bankruptcy Code

[Announcement on behalf of Fortitude Learning] Fortitude Learning is conducting an online certificate course on the Insolvency and Bankruptcy Code, 2016 from August 20 to August 23, 2021.  About the Course This course is a 4 day course on the Insolvency and Bankruptcy Code, 2016 with an aim to provide the participants with an in-depth knowledge of the Insolvency Regime in India along with the...

The Proposed Single Securities Markets Code

In the Budget 2021 speech, the Finance Minister announced a proposal “to consolidate the provisions of SEBI Act, 1992, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956 and Government Securities Act, 2007 into a rationalized single Securities Markets Code.” When implemented, this would represent a significant step in the modernization of securities regulation in India. In my...

Supreme Court on Directors’ Duties in the Tata/Mistry Case: A Critique

On 26 March 2021, the Supreme Court of India pronounced its much-awaited ruling in Tata Consultancy Services Limited v. Cyrus Investments Pvt. Ltd. The Court found that the allegations of oppression and prejudice raised by the Mistry group could not be sustained, and hence declined to grant any relief. It answered all the legal questions raised in favour of the Tata group. In a sense, this forces...

The Continued Influence of Foss v. Harbottle in India

[On 6 March 2021, the Jindal Global Law School (JGLS) organised a JGLS Virtual Discourse titled “Action by Minority Shareholders and the Rules in Foss v. Harbottle (1843) 2 Hare 461”. It was structured as a comparative discussion, with James d’Apice discussing the Australian position and me the Indian position. In this post, I summarise the key points I made during the session. My thanks go to...

Third Party Pledgees Not “Financial Creditors”: Supreme Court

An arrangement involving a third party security is not uncommon in commercial financing transactions. Here, a person (“A”) creates a security in favour a creditor (“B”) who provides financing to a third party (“C”). While a number of contract law and commercial law issues likely arise in such third party security, of immediate relevance is a scenario where A were to become insolvent in terms of...

Franklin Templeton: Supreme Court Rules on Unitholder Democracy

The winding up of six mutual fund schemes of Franklin Templeton has been mired in legal dispute. Last year, the Karnataka High Court ruled (discussed here) that the winding up of the schemes require the approval of the unitholders thereof. Upon appeal, the Supreme Court permitted the trustee of Franklin Templeton to call for a meeting of the unitholders under certain conditions prescribed by the...

The Ineligibility of Collusive Transactions as “Financial Debt”: Part II

[Continued from here] Analysis and Observations Through its decision in Phoenix Arc, the Supreme Court has added to the wealth of jurisprudence under the IBC. At the same time, several questions remain. Collusive Transactions Perhaps the broadest and most impactful interpretation of the Court lies in the question of whether collusive transactions give rise at all to “financial debt” within the...

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