[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...
Clarifying “Unconditional” Withdrawals: When Does Interest on Awarded Amounts Truly Stop?
[Ashish Dholakia is a Senior Advocate at the Delhi High Court, Rohan Chawla is an Advocate at the Delhi High Court, and Ria Bansal is a 4th-year B.A., LL.B. (Hons.) student at Rajiv Gandhi National University of Law] The 2015 amendments to the Arbitration & Conciliation Act, 1996 (‘A&C Act’) dramatically changed the arbitration regime in India. A challenge to an award under section...
RBI’s Revised Master Directions on Peer-to-Peer Lending: Shift in Regulatory Policy
[Sourav Paul is a final year student at the West Bengal National University of Juridical Sciences, Kolkata] In recent years, the fintech industry in India has witnessed significant growth, particularly within the digital lending sector. A prominent example is the peer-to-peer (‘P2P’) lending model, which has expanded rapidly in India, supported by a favourable regulatory environment. P2P lending...
Navigating Legal Conundrums: The Interplay Between India’s Netting Act and the Insolvency Code
[Aditya Chhangani is a practising advocate at the Rajasthan High Court] The Bilateral Netting of Qualified Financial Contracts Act, 2020 (“Netting Act”) came into force with the goal of fostering stability and competitiveness in the Indian financial sector. In simple terms, netting means setting off any obligations or claims arising out of a Qualified Financial Contract (“QFC”). A single net...
Co-Extensive Liabilities and Subrogation Rights in Corporate Insolvency: The Supreme Court’s Stance
[Parth Birla is a fourth-year student at Hidayatullah National Law University, Raipur] Recently, the Supreme Court, in BRS Ventures Investments Ltd. v. SREI Infrastructure Finance Ltd., had the opportunity to interpret the overlapping mechanisms of the concept of Guarantee in the Corporate Insolvency Resolution Process. This case delves into the intricacies of the Insolvency and Bankruptcy Code...
Export-Import Regulations Do Not Ease Doing Business
[Jayesh H practises at the Trifecta of Law, Finance & Governance, and thanks Muskaan Shah for assisting with this post] The recent draft of the Foreign Exchange Management (Export and Import of Goods and Services) Regulations, 2024, issued by the Reserve Bank of India, has been projected as an initiative to streamline the export and import processes. Its primary objective is to enhance the...
Flawed Foundations: Challenging the Right of Ineligible Arbitrators to Nominate
[Abhishek Gupta is a fourth year B.A., LL.B. (Hons.) student at National Law University, Delhi] In arbitration, the interplay between party autonomy and procedural fairness often presents complex legal challenges. A key issue arises when considering whether an ineligible arbitrator should have the authority to nominate an arbitrator. This question places party autonomy, a fundamental principle of...
SEBI’s Move to Institutionalise Front Running in Mutual Funds
[Aryan Rawat is a 4th year B.A. LL.B. (Hons) student at National Law University, Odisha] On 5 August 2024, the Securities and Exchange Board of India (‘SEBI’) issued a circular to all asset management companies (‘AMCs’) and mutual funds (MFs), calling upon them to establish institutional mechanisms to curb front running and fraudulent securities transactions. This circular was issued at a time...
SEBI’s Finfluencer Legal Framework: Gaps in Enforcement and Investor Education
[Malini Mukherjee is a 5th year BBA LLB (Hons.) Student at Jindal Global Law School] On 27 June 2024, the Securities and Exchange Bureau of India (“SEBI”) convened its board meeting, where it approved norms to regulate financial influencers or ‘finfluencers’ (“the norms”). SEBI has defined finfluencers as individuals who provide advice on various financial topics and can influence the financial...
SEBI’s New Asset Class: Remodelling Mutual Funds into Hedge Fund Lites
[Parv Pancholi is a final year B.B.A. LL.B. (Hons.) student at National Law University Odisha, Cuttack] The Indian investment market continues to be an attractive hotspot for the domestic and foreign investors, offering a diverse range of financial products like mutual funds (“MFs”), alternative investment funds (“AIFs”), and portfolio management services (“PMSs”.) In recent years, a growing...
Aggressive for Passive: A Deep Dive into SEBI’s New MF Lite Regulations
[Yash Vardhan and Yuman Islam are 5th year students at Gujarat National Law University, Gandhinagar] The Securities and Exchange Board of India (“SEBI”) recently released a consultation paper introducing new regulations for passively managed mutual funds. The proposed regulations are called the “MF Lite Regulations.” This proposal aims to establish a more flexible regulatory framework for passive...
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