by Puneet Shah A cross border merger refers to the merger of two or more companies in different countries for scaling economies, efficiency, competing and strategic objectives. The Reserve Bank of India (RBI) late last month has issued draft regulations [pdf] on cross border merger, demerger and restructuring between India Inc. and their foreign counter-parts. The RBI draft regulation is a follow up step after Ministry of Corporate Affairs (MCA) amended the Companies rules [pdf] dealing with merger, demerger and restructuring permitting merger of a foreign company with an Indian company and vice versa. While merger of a foreign company with […]

By Kanika Satyan and Manas Ingle Technology has changed the way human beings lead their day-to-day life. The influence technology has had, especially on the gaming and entertainment sector, whether for the positive or for the negative, has changed the perspective of gaming and entertainment all across the world. From enabling us to play real life games and sports virtually, the innovations in this sector are now enabling us to play virtual games in real life environments. Such developments have been brought about by technological improvements like virtual and augmented reality, which have taken various forms in the recent times. Augmented Reality […]

By Shashank Prabhakar The Finance Act, 2017 which has been passed by both the houses of Parliament and which was assented to by the President of India on April 3, 2017, has amended certain provisions of the SEBI Act, 1992 (“SEBI Act”) and the Securities Contracts (Regulation) Act, 1956 (“SCRA”). Here we are only concerned with the amendments carried out to Section 15J and Section 23J of the SEBI Act and the SCRA, respectively. The interpretation of Section 15J of the SEBI Act was a substantial question of law in two recent Supreme Court cases, namely, SEBI v. Roofit Industries […]

The recent push by the central government in making Aadhaar mandatory for several government schemes has met with widespread criticism from various sections of the society, including activists, lawyers, policy professionals and journalists. Just yesterday, amendments were introduced in the Finance Bill, 2017 to make Aadhaar mandatory for filing of income-tax returns as well for obtaining and retaining the permanent account number (PAN). And now, with the Bill being passed in its entirety in the Lok Sabha, the Centre’s intentions to make Aadhaar compulsory across the board – despite a Supreme Court order to the contrary – are fairly clear. The […]

By Ankit Sinha and Harshit Dusad The world has witnessed recurrent instances of cyber attacks in the recent past. These cyber attacks have raised eyebrows on the reliability of the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) messaging network, as most of the cyber attacks occasioned from the infiltration of SWIFT by hackers. Although steps for improving cyber resilience have been taken by jurisdictions across the world, in wake of continuous technological advancement, the cases of cyber attacks are on the rise. Given this, there is an urgent need to evolve a mechanism which can be practically implemented in case of […]

by Shashank Prabhakar SEBI has issued yet another circular on March 10, 2017, for regulating schemes of arrangement by listed entities. This is the fourth circular on this subject that has been issued by SEBI in as many years. First, there was the circular dated February 4, 2013, which was substantially revised by another circular that was issued in quick succession on May 21, 2013. Then there was the circular dated November 30, 2015 (“Erstwhile Circular”) which was issued after the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 came into effect on November 15, 2015. To be fair, the […]

by Sumit Agrawal The Insolvency and Bankruptcy Board of India (IBBI) was established on October 1, 2016 in accordance with the provisions of The Insolvency and Bankruptcy Code, 2016. Within a short span of five months of its establishment, Dr. M S Sahoo, Chairman of IBBI has issued first regulatory order last week. The order has been issued in an application under regulation 6 of IBBI (Insolvency Professionals) Regulations, 2016 (“the Regulations”) for registration as an Insolvency Professional (IP), filed by an Assistant Vice President of Ernst and Young, a chartered accountant firm. In terms of the Regulations, an individual […]

 – Sumit Agrawal & Vaneesa Agrawal The Union Budget 2017 has brought about some major changes for the capital markets. We look at the most important ones in this article. 1. Deepening of the Commodities Market In the Union Budget of 2015-16, the Government had announced the merger of the Securities & Exchange Board of India (SEBI) and the Forward Market Commission (FMC). Since the merger in September 2015, SEBI has been regulating the commodities market as well. In this budget, Finance Minister Arun Jaitley has announced that the commodities and securities derivative markets will be further integrated by integrating the […]

By Arunabh Choudhary, Nikita Chawla and Arjun Rastogi The taxation of indirect transfer of assets has been incessantly making headlines in the financial markets post the Supreme Court of India’s decision in the case of Vodafone International Holdings BV vs Union of India (2012) 6 SCC 613 (“Vodafone Case”). The Indian Government introduced the indirect transfer provision by way of the Finance Act 2012. Accordingly Section 9(1)(i) of the Income Tax Act, 1961 (“Tax Act”) was amended and made applicable with retrospective effect from 1st April 1961 (following the Supreme Court ruling in Vodafone Case.) Post the amendments introduced by the Finance […]

Harini Subramani & Adil Ladha In September this year, VP Joy, the Central PF Commissioner spoke about ongoing attempts to link the Aadhaar with the Universal Account Numbers (UAN) of all employees covered under the Employees’ Provident Funds and Miscellaneous Provisions Act of 1952 in order to facilitate “faster transactions” for the benefit of employees. He had indicated that the linking/seeding exercise was being undertaken in order for the online services to be effective by March 31 next year, a deadline which appears to contradict the timeline stated in a recent letter dated November 21, 2016 [pdf] issued by the Employees’ Provident […]

It has been quite an active year when it comes to regulatory updates in the country. With a range of changes, right from cleaning up bank balance sheets and enhancing ease of doing business in India, to FDI in e-commerce, there have been a number of changes in the regulatory landscape. Here are the top ten  developments picked up from the Bar & Bench database: 1. Raising thresholds of reporting of combinations In an effort to improve the ‘ease of doing business’ in India, the Ministry of Corporate affairs issued a notification revising the merger control thresholds under the Competition Act, […]

Nakul Dewan Those hoping for the Supreme Court of India to play Santa Clause and give an early Christmas gift in the form of an injunction against the steps taken after the November 08 demonetisation [pdf], will only be comforted by the fact that the issue has now been referred to a constitution bench of five judges. Nine questions have been referred and these can broadly be broken down into four challenging its validity, two on its actual implementation, two related to political parties and District Cooperative Banks, and one on the scope of judicial review of fiscal and economic policy. The reference […]

The Vidhi Centre for Legal Policy recently released a briefing book titled Law in Numbers: Evidence-Based Approaches to Legal Reform. Through this publication, VCLP has put endeavoured to show how empirical data can be used to target specific areas of law which call for reform. To this end, they have put together statistics on five broad categories: The Judiciary, The Financial Sector, Crime and Society, The Legislature and Environment & Human Capabilities. Here we analyse five findings that merit a closer look. 1. High Courts require additional benches After finding out the population over which High Courts exercise jurisdiction, VCLP has come to the conclusion […]

Returns that can can exceed one hundred percent of net investment, a healthy funding requirement that routinely runs into millions, and indications that this could well be the next big thing. Over the last decade or so, third party funding (TPF) has evolved into a highly profitable business. Yet, it is one that exists on the fringes of the legal industry. Till now. On September 15 this year, in the case of Essar vs. Norscot, the English High Court held that costs incurred on arbitration funding are recoverable by the successful  party; in this case the third party funder made an investment of £647,000 […]

Even as the political and financial implications of Prime Minister Modi’s surprise announcement that Rs 500 and Rs 1,000 notes will no longer be legal tender are being discussed threadbare, here is a brief summary of the laws and legal questions involved. 1. How was the change affected? As is the case with most deeply significant legal developments, through a notification published in the Indian Gazette on November 8, 2016. In fact, there are three notifications that have been issued: SO 3407(E) [pdf]: Fake currency notes being used for subversive activities High denomination notes are being used for storing unaccounted wealth […]

Rishabh Garg On the way back to work, I noticed this intriguing statement, “Be kind, you are being watched” below a CCTV camera at the entrance of my apartment. While I must have passed by a number of such statements and CCTV cameras around the city, none of these bothered me before. However, this time, the words “You are being watched” stayed with me for a while. I had an innate feeling that my personal space was being violated as I was being watched by CCTVs whenever I stepped out of my home. Was I being watched inside my home […]

The right to privacy, and the debate over it, has never been more relevant. The Delhi High Court’s ruling over WhatsApp’s change in policy, the State’s deliberate push towards Aadhar-linked schemes, the imposition and subsequent overturning of prohibition in Bihar, and a host of legislative and policy changes have pushed privacy legislation into the limelight. This right, first enunciated by Warren and Bandeis in the Harvard Law Review in 1890, has been examined by the Supreme Court of India time and again. In the landmark judgment of Kharak Singh v State of UP, the Supreme Court held that the words “protection of life and personal liberty” […]

By Rashmi Raman The International Law Commission (ILC) was set up under the UN Charter as a reflection of a long-standing historical commitment, dating back to international peace conferences in the late 19th century, towards creating an independent body of the most highly qualified experts, drawn from around the world, who would be tasked with the ‘progressive development of international law and its codification’. In realising this mandate over the decades, it has produced some of the most seminal texts that have come to define modern international law – most memorably, on the law of treaties, on state responsibility, in […]

Last month, this article in the Economic Times indicated that American law firms specialising in whistleblower laws are scouting for potential Indian clients. The firms are seeking out individuals who will come forward and report frauds under various American laws, such as the False Claims Act, or under the whistleblowing programmes of the Securities Exchange Commission (SEC). But while American firms are seeing a significant market in India, Indian firms may not share a similar vision.  Why? One of the biggest reasons could be the difference in the statutory provisions in the two countries. India: In 2003, Satyendra Dubey’s death brought […]

In the fast changing, and complex, world of corporate law, it is important to stay on top of changes in laws, policy and regulations. In addition, increasing levels of specialisation, means that practice-specific lawyers need a very specific set of information. This need for information has been, for the most part, unmet within the domestic market. While globally, law firms regularly invest time and resources to produce reports and newsletters, this practice is slowly garnering acceptance in India. Furthermore, publicly available updates, such as those on  Mondaq and Internal Law Office, are far and few between. Which is where the India Law Connect […]

In a recent letter written by the Cellular Operators Association Of India (COAI) to the Department of Telecommunications (DoT), it has been alleged that Reliance Jio Infocomm Limited (RJIL) has been providing full-fledged services under the garb of ‘tests’, thus causing a financial blow to the incumbent operators. Why is COAI aggrieved? The COAI, which is a lobby group for the telecom industry, in its letter dated August 10, 2016 to the DoT, has accused RJIL for, inter alia, bypassing regulations, gaming the interconnection usage charges (IUC) regime, predatory pricing and disrupting fair competition. The letter states that with a customer […]

On 24 July this year, it was reported that the a special court would be set up to hear all cases relating to the National Spot Exchange Limited (NSEL). The same news report also stated that Economic Affairs Secretary, Shaktikanta Das, held a review of the action taken in the NSEL scam (Scam). The genesis of the Scam In May of 2005, NSEL was incorporated as a Joint Venture (JV) between Financial Technologies of India Ltd. (FTIL) and the National Agricultural Cooperative Marketing Federation of India (NAFED).Under the JV agreement, FTIL would hold 99.99% in NSEL. In 2008, NSEL commenced […]

Earlier this month, a national conference on cyber security- (Cyberix 2016) was held under aegis of PHD Chamber of Commerce and Industry. At the conference, RK Sudhanshu, joint secretary cyber laws and e-security, announced that India will be overhauling the existing cyber law framework to bring in new encryption and privacy policies. India is not an exception. With governments worldwide rushing to regulate encryption services– primarily because of the sudden proliferation in criminal activities over the internet- the need for a robust cybersecurity framework has never been more critical. Use of technology for terror attacks in India From Mumbai to Pathankot, the use of […]

Late last month, the United Nations Human Rights Council (UNHRC) passed a resolution affirming that, among other things, rights which are available to people offline must also be protected online, in particular- the right to freedom of expression. However, this is not the first time that the UNHCR has adopted a resolution on online rights. Previous resolutions, which were adopted by consensus in June 2012 and June 2014 which sought to extend human rights to the digital world. But the latest resolution goes a step further by, ‘Stressing the importance of an accessible and open Internet to the achievement of the Sustainable […]

Nikhil Narayanan of Khaitan & Co Introduction The United Kingdom has voted to leave the European Union (EU) in its recent referendum on continued EU membership (Brexit). This has significant implications for trade between India and the UK as well as for Indian businesses with operations located in the UK. The immediate market shock is still being felt, but in this briefing note, we assess the emerging considerations for Indian businesses with exposure to the UK and the EU. Key emerging thoughts   Economic and market consequences: The market is still absorbing the news and there is the immediate currency […]

On 12 June 2016, a gruesome act of terror took place in a nightclub in Orlando. Omar Mateen went on a killing rampage by taking fifty lives and leaving dozens injured, using a ‘licensed’ assault rifle. The shooting would be, by far, the deadliest in the past 34 years. Expectedly, the horrific incident has brought back gun laws into the spotlight; one of the longest running (and polarising) debates in the United States. In this background, it may be time to take a look at India’s own gun control legislation. But first, a bit about America. The United States, hosting less than 5% of the world’s population, […]

by Vikas Pahwa The debate to criminalize marital rape was given a fresh boost when Maneka Gandhi, Women & Child Development Minister, replied to a parliament question in Rajya Sabha in March this year. She said, “Marital Rape as understood internationally cannot be suitably applied in the Indian context due to various reason like level of education, illiteracy, poverty, myriad social customs and values, religious beliefs, mind-set of the society to treat the marriage as a sacrament.” A few days later though, she retracted her statement, terming it an oversight. It would not be the only time the issue of marital […]

Starting today, the Karnataka High Court will begin hearing the matter on which taxi aggregator Uber’s existence in the state hinges upon. Uber has challenged the state government’s competence to introduce the recently notified Karnataka On-demand Transportation Technology Rules, 2016. The Rules introduce sweeping changes to the functioning of app-based operators like Uber. Over the past few weeks, governmental authorities have been cracking down on Uber and Ola drivers for failing to meet the conditions required for a license under the new Rules. Subsequent to a writ petition filed by Uber, on June 1, the High Court ordered the state […]

Piyush Gupta The Indian Government approved the country’s first National Civil Aviation Policy (“New Policy”) on Wednesday (15 June, 2016). This update provides a brief summary of the major proposals that are to be implemented under the Policy. 1. 5/20 Rule Abolished As per the erstwhile rule created in 2004 (which was known as the 5/20 Rule), a domestic airline in India was allowed to fly on international routes only after flying for 5 years to domestic destinations and operating at least 20 aircraft. This Rule was always a bone for contention, as domestic airlines would allege that it left them at […]

Misha Talwar & Sachin Sukumar Amidst the recent controversy surrounding the All India Bar Examination (AIBE) and with the Bar Council of India (BCI) constantly locking horns with the Supreme Court of India, there is a pressing need to redefine the entire existing system. The AIBE Rules lay down a prohibition on law graduates who have graduated post 2010 to practice law, even after enrolment with the respective State Bar Councils, until they successfully pass the AIBE. The AIBE was started with an intent to set a minimum standard for the profession in the country. With law colleges spewing out […]