In the latest NSE quarterly briefing titled “Statutory CSR Under the Companies Act – Stylized Facts and the Way Forward”, Professor Subrata Sarkar examines the manner in which companies have complied with the provisions relating to corporate social responsibility (CSR) under the Companies Act, 2013. An executive summary of the briefing is as follows: – The legal provision mandating CSR...
Liquidation Sale as a Going Concern
[Vinod Kothari is an insolvency practitioner] ] The amendments introduced on 28 March 2018 to the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (the “Regulations”) have made a seemingly small change to regulation 33 of the Regulations, permitting the liquidator to sell the “corporate debtor as a going concern”. This seemingly minor amendment is obviously...
Disclosure Requirements Under the Insolvency and Bankruptcy Code: SEBI’s Proposed Amendments
[Mallika Sen is a 2nd year B.A. LL.B. (Hons.) student at the National Law School of India University, Bangalore and Rudresh Mandal is a 3rd year B.A. LL.B. (Hons.) student at the NALSAR University of Law, Hyderabad. Introduction On March 28, 2018, the Securities and Exchange Board of India (‘SEBI’) released a discussion paper on compliance with SEBI regulations by listed entities undergoing the...
Decoding the Electoral Bearer Bond Scheme 2018
[Sharanya Shivaraman is a student (Class of 2019) at ILS Law College, Pune] In his budget speech 2017-2018 in February last year, Finance Minister Arun Jaitley addressed the issue of transparency in political contributions. His announcement regarding the introduction of electoral bonds generated significant debate and speculation. The Electoral Bond Scheme, 2018 was subsequently launched on...
Implications of the Amendments to the Specific Relief Act, 1963
[Grishma Shah is a student of Government Law College, Mumbai presently studying in the 3rd Year of the 3-year law course. Earlier posts on specific aspects of the topic covered by this post are available here and here] Introduction On December 15, 2017, the Union Cabinet approved the recommended changes to the Specific Relief Act, 1963 (“Act”) after 54 years, with a view to facilitating simple...
The Quest for a Balanced Board Structure: Separating the Chair and CEO Roles
[Kirti Sharma is a Manager with Vinod Kothari Consultants] Background The Securities and Exchange Board of India in its board meeting held on 28 March 2018 accepted some of the recommendations of the Uday Kotak Committee on Corporate Governance. One such accepted recommendation related to the separation of the role of chairperson and managing director (MD)/ chief executive officer (CEO) for top...
The Specific Relief (Amendment) Bill, 2018: Shattering the Supremacy of Damages
[Aayush Mitruka is a lawyer based in New Delhi. An earlier post on the topic is available here] In the wake of India’s poor ranking in terms of enforcing contracts and ease of doing business, the Government decided to amend the 54 year old Specific Relief Act, 1963 (the “Act”). As a result, the Government constituted a six-member expert committee to examine the Act and suggest necessary changes...
SEBI Mandates Dematerialisation of Securities
[Nikita Snehil is a Manager at Vinod Kothari & Co, and can be reached at [email protected]] In its meeting held on March 28, 2018, the Securities and Exchange Board of India (‘SEBI’) has decided to amend regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), which deals with transfer or transmission or transposition of...
Resolving the Ambiguity between Recommended and Fixed Resale Prices: A Comparative Approach
[Prakhar Bhatnagar and Karan Trehan are II year B.A. LL.B. (Hons.) students at the NALSAR University of Law, Hyderabad] Definition Resale Price Maintenance (“RPM’) is a form of price-fixing agreement whereby a producer specifies the maximum, minimum or the exact price at which a retailer must re-sell its products to the consumers. It is a vertical restraint as it operates between the players...
SEBI Regulation on Phantom Stock Options
[Dhruv Somayajula is a BA, LLB (Hons) student at NALSAR University of Law, Hyderabad] Introduction To minimize attrition of employees that are indispensable to its operation, companies offer financial incentives such as stock options. Stock appreciation rights (‘SARs’) are one such kind of stock options that create a right to the increment in value of the corporation’s stock over a...
Fugitive Economic Offenders Bill: An Overview
[Meera Sreekumar is a corporate lawyer and a graduate of the National Law School of India University, Bangalore] Introduction In the backdrop of the Nirav Modi scam, the Union Cabinet has approved the Fugitive Economic Offenders Bill, 2018 (the “Bill”). The Government of India initially introduced the Bill in the budget session of 2017-2018, and re-introduced it in the Lok Sabha on March 12, 2018...
Event Announcement: Global Academy for Advocacy in Dispute Resolution (GAADR)
[Announcement from the Peacekeeping and Conflict Resolution Team] The Peacekeeping and Conflict Resolution Team (PACT) is launching the first batch of the Global Academy for Advocacy in Dispute Resolution (GAADR) which will take place from June 11 to 16, 2018 in Goa, India. The first two and a half days (11,12,13) will be dedicated to CDR – Consensual dispute resolution...
Out-of-Court Settlements under the Insolvency Regime
The question of whether the creditors and an insolvent corporate debtor can enter into an out-of-court settlement that results in the withdrawal of the insolvency process has been a vexed one. The issue has received the attention of the Supreme Court on at least three occasions, as previously discussed on this Blog (here, here, here and here). However, as I argue in this column in BloombergQuint...
WhatsApp Leak Case: Powers of SEBI vs Privacy of Individuals
[Nandini Garg is a 4th year B.A., LL.B. (Hons.) student at National Law Institute University in Bhopal] In November, 2017, Reuters reported that the second quarter earnings of 12 companies, including popular blue chips such as Dr. Reddy’s, Cipla, Tata Steel etc., were being circulated on private WhatsApp groups. This prompted the Securities and Exchange Board of India (“SEBI”) to...
“Single-brand” Retail Trading Remains an Ambiguity in the Indian FDI Policy
[Dhanush Dinesh is a III Year, B.A. LL.B (Hons.) student at the National Law School of India University, Bangalore] Introduction Press Note 1 of 2018, amending the 2018 Indian FDI Policy, has been the cause for much celebration amongst foreign-owned entities engaging in single-brand retail trading (“SBRT”). With this press note, the entry route for foreign investment in SBRT has been simplified...
Supreme Court Rules on Mandatory Procedure under the SARFAESI Act
[Partha N. Mansukhani is a Fourth Year B.A. LL.B (Hons.) student at Symbiosis Law School, Pune] The Supreme Court last month in a decision in ITC Limited v. Blue Coast Hotels Ltd. & Ors clarified that section 13(3A) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 (the “Act”) is not merely directory, but in fact mandatory...
Breaking New Ground: The Impact of BCCI v. Kochi Cricket Pvt. Ltd. on the Arbitral Regime in India
[Soham Banerjee is a 4th year student in the B.L.S LLB Program at Government Law College, Mumbai] Introduction A Division Bench of the Supreme Court on March 15, 2018 held in the case of Board of Control for Cricket in India v. Kochi Cricket Pvt. Ltd. that the nature of the Arbitration and Conciliation (Amendment) Act, 2015 (the ‘Amendment Act’) is prospective in its operation and held that it...
CCI’s Order Against Cartel Activities of Airline Companies
[Ayushi Singh is a B.A. LL.B. (Hons.) student at National Law University, Jodhpur] Last month, the Competition Commission of India (“CCI”) passed an order in the matter of Express Industry Council of India vs. Jet Airways (India) Ltd. and Others upholding charges against Jet Airways, SpiceJet and IndiGo Airlines for cartelisation under the provisions of section 3(3)(a) read with section 3(1) of...
Effects of The Specific Relief (Amendment) Bill, 2017 on the Law of Remedies for Breach of Contract
[Radhika Indapurkar is a lawyer based in Mumbai] Section 10 of the Specific Relief Act, 1963 (the “Act”) provides the courts with a discretion to enforce specific performance of contracts (a) in which there exist no standards to ascertain the actual damage caused by non-performance of such contracts, or (b) wherein the act agreed to be done is such that monetary compensation for non-performance...
Insolvency under Section 29A: Pre-Pack Pools & Independent Review of Connected Party Sales
[Rudresh Mandal and Hardik Subedi are 3rd year students of NALSAR University of Law, Hyderabad] While the Insolvency and Bankruptcy Code, 2016 (“IBC”) in section 5(25) initially allowed ‘any person‘ to submit a resolution plan, the moral hazard posed by defaulting promoters buying back the assets of the corporate debtor at steep discounts soon prompted the Government to bar certain...
Supply of Essential Goods or Services under the IBC: Unresolved Issues
[Job Michael Mathew is a IV year student at NALSAR University of Law, Hyderabad] Under section 13(1)(a) of the Insolvency and Bankruptcy Code, 2016 (“Code”), the adjudicating authority is required to impose a moratorium for matters referred to in section 14. Section 14(2) of the Code...
GMR Energy v. Doosan: Pro-Arbitration at the Cost of Sound Reasoning?
[Sathvik Chandrasekhar and Ashwin Murthy are 3rd students at NALSAR University of Law] The decision of the Delhi High Court in GMR Energy v. Doosan (November 2017) is significant on several fronts. One aspect of the judgment that has garnered attention is where the Court, following the position taken in Sasan Power, placed a foreign-seated arbitration between two Indian parties under Part II of...
Testing the Constitutional Validity of the Anti-Profiteering Rules, 2017
[Yash Karunakaran is a 3rd year B.A., LL.B. (Hons.) student at NALSAR University of Law, Hyderabad.] While the aim behind the introduction of the Anti-Profiteering Rules, 2017 was to rein in possible price hikes during the introduction of the General Sales Tax (“GST”) regime, the hastily drafted parent act and the vague nature of the rules themselves have called into question the constitutional...
Viability of Arbitration in Resolving Sports Law Disputes in India
[Advik Rijul Jha is a Third Year Law Student at Jindal Global Law School] In this post, I aim to identify the rising importance of sports law in recent times, and analyse Indian law to determine how disputes arising in this nascent field ought to be dealt with by arbitration and not the normative court litigation process. The resolution of these disputes by arbitration is proposed to be promoted...
Subjectivity or Objectivity? Supreme Court on Implied Terms in Commercial Contracts
[Manjari Rammohan is a 4th year student at School of Law, Christ University, Bangalore] This post seeks to critically analyze the October 2017 judgment of the Supreme Court in Nabha Power Limited v. Punjab State Power Corporation Limited with respect to remedying ambiguous terms in commercial contracts. This case is of vital importance as the Court comprehensively analysed Indian and...
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