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By Bijal Ajinkya and Rohit Jayaraman, Khaitan & Co

Budget and private equity: A missed opportunity?

By Bijal Ajinkya and Rohit Jayaraman, Khaitan & Co
India’s recent general elections gave the country its first single party government in 30 years with the Bharatiya Janata Party (BJP) obtaining a simple majority in the Lok Sabha. The overwhelming mandate coupled with...

Think global: New mantra for Indian businesses

By Gautam Khurana, India Law Offices
The new majority government at the helm of India has created a buzz and excitement in the business world, missing over the past two years. Indian businesses grappling with inertia after the euphoria of...

Watchdog’s power to seek call data records affirmed

By Suhail Nathani and Yogesh Chande, Economic Laws Practice
A recent public interest litiga- tion filed before Bombay High Court by the Indian Council of Investors alleged that the Securities and Exchange Board of India (SEBI) “violates and infringes the fundamental right of...
Mumbai_skyline,_sealink,_infrastructure_2

A fundamental rebuild

As infrastructure climbs to the top of the political agenda changes are needed to drive real growth Rebecca Abraham reports India’s Ministry of Finance describes the economic survey that it publishes each year as its “flagship...
International trade 1

Circular revises pricing guidelines for FDI

The pricing guidelines for the transfer or issue of shares and for exits from investments in equity shares with or without optionality clauses of listed and unlisted Indian companies have been revised to provide...

Warrants and partly paid shares can be used for FDI

A Reserve Bank of India (RBI) circular issued on 14 July provides that warrants and partly paid equity shares issued by an Indian company are now eligible instruments for the purpose of foreign direct...

Cross-border mergers and the Companies Act, 2013

By Kalpataru Tripathy, Promode Murugavelu and Medha Kumar, Amarchand Mangaldas
Reforms by the Indian government in the first decade of this millennium together with long pent-up aspirations of Indian corporations to go global have led to a significant number of outbound acquisitions. This along...

India Business Law Directory 2014

India Business Law Journal presents its annual report on the state of play in India’s legal market, accompanied by an essential directory of more than 50 of the country’s leading commercial law firms Legal market report by...

Investors gain access to Indian preference shares

Through a circular dated 6 June, the Reserve Bank of India (RBI) has permitted Securities and Exchange Board of India (SEBI)-registered foreign institutional investors (FIIs), qualified financial investors (QFIs), foreign portfolio investors (FPIs), and...
An uphill struggle

An uphill struggle?

Major mergers and acquisitions have been few and far between in the recent past in India. Rebecca Abraham reports on a sale by a troubled company where legal counsel were required to go the extra mile Financial Technologies...

Shareholders must meet to approve amalgamation

Does the Companies Act, 2013, read with clarifications in a 21 May 2013 circular issued by the Securities and Exchange Board of India (SEBI) on schemes of arrangement undertaken by listed companies under the...

Foreign portfolio investors set for regime rollover

The foreign portfolio investments regime in India is set for a rollover on 1 June with both the Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI) coming out...
A new era

A new era

India’s new Companies Act has far-reaching implications for corporate governance and the protection of investors’ interests. Rebecca Abraham reports Minority shareholders at Maruti Suzuki India, the country’s leading car maker, recently won a victory of...
By Suhail Nathani and Yogesh Chande, Economic Laws Practice

Bagging huge orders seen as ‘price sensitive information’

By Suhail Nathani and Yogesh Chande, Economic Laws Practice
In a recent order passed by an adjudicating officer (AO) of the Securities and Exchange Board of India (SEBI), an aggregate penalty of ₹2.5 million (US$41,500) was imposed on five officers of a listed...
Hiroo Mirchandani

A step towards balanced leadership?

First-time women directors will bring diversity and a fresh point of view to India Inc, argues Hiroo Mirchandani The Companies Act, 2013, mandates that there must be at least one woman director at every company listed...

Cases disclose penalties for common business practices

By Suhail Nathani and Yogesh Chande, Economic Laws Practice
The Securities and Exchange Board of India (SEBI) has levied penalties in two recent cases concerning common business practices. In both cases the penalties could have been avoided had the (inadverdent) acquirer/pledgor been aware...

Dawn of a new regime for foreign portfolio investors

By Siddharth Shah and Divaspati Singh, Khaitan & Co
The Securities and Exchange Board of India (SEBI) notified the SEBI (Foreign Portfolio Investors) Regulations, 2014, on 7 January, merging the legal regimes for foreign institutional investors (FIIs) and qualified foreign investors (QFIs) into...

A well-structured alternative

The Securities and Exchange Board of India has taken positive steps to regulate the buy-back process, write Harvinder Singh and Sumedha Dutta at HSA Advocates The Securities and Exchange Board of India (SEBI) recently amended the...

Foreign portfolio investor regulations notified

The Securities and Exchange Board of India (SEBI) notified the SEBI (Foreign Portfolio Investors) Regulations, 2014 (FPI regulations), on 7 January. The FPI regulations repeal the SEBI (Foreign Institutional Investors) Regulations, 1995 (FII regulations). Under...

Validation of options provided to non-residents

By Siddharth Hariani and Aditya Bhargava, Phoenix Legal
The notification issued by the Securities and Exchange Board of India (SEBI) on 3 October 2013 provided much needed clarity on the validity of contracts relating to right of first refusal, tag-along and drag-along...

End of uncertainty: Options in Indian contracts

By Aakash Choubey and Mayank Singh, Khaitan & Co
On 3 October 2013, the Securities and Exchange Board of India (SEBI) issued a notification permitting put and call options in certain transactions involving public listed companies. The SEBI notification put an end to...

How effective is the option to exit for foreign investor?

By Amit Kumar and Janani Sekhar, Amarchand Mangaldas
Two important legal developments bear on the above question. Firstly, the long-standing debate regarding enforceability of “put” and “call” options in public companies has been put to rest with the enactment of the Companies...

Indian Law Firm Awards 2013

Indian Law Firm Awards 2023 Indian Law Firm Awards 2022 Indian Law Firm Awards 2021 Indian Law Firm Awards 2020 Indian Law Firm Awards 2019 Indian Law Firm Awards 2018 Indian Law Firm Awards 2017 Indian Law Firm Awards 2016 Indian Law...
discrimination

Battling discrimination

India’s new sexual harassment law has far reaching implications for employers and employees. Sanjay Kumar explains The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Sexual Harassment of Women...

Cairn completes biggest buyback

Oil and gas exploration company Cairn India has completed a US$930 million buyback of shares from the open market. The buyback accounted for almost 15% of the company’s equity and is the largest share...

RBI allows unlisted Indian companies to list abroad

By Rajat Mukherjee and Rishi Shroff, Khaitan & Co
A government notification dated 8 November 2013, amending the “Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme, 1993”, permits unlisted companies incorporated in India to list outside India, without the requirement of...

Deals of the Year 2013

India Business Law Journal identifies and analyses the standout deals and disputes of 2013 and reveals the lawyers who guided them. By Nandini Lakshman The past year was one of the worst for the Indian economy...

Unlocking potential

India was touted as the promised land for private equity investors. Now it’s time to deliver the dream. By Nishant Parikh and Aniruddha Sen “We’ve spent $350 million and we come up with a turd with a...

Unlisted companies allowed to list internationally

The Ministry of Finance, through a press release dated 27 September 2013, has permitted unlisted Indian companies to list American depository receipts (ADRs), global depository receipts (GDRs) or foreign currency convertible bonds (FCCBs) abroad...

Capital markets heat up with Power Grid offering

Amarchand Mangaldas acted as the legal counsel to Power Grid Corporation of India in connection with its US$1.13 billion further public offering of equity shares. The deal, which closed on 6 December, is the...

The renaissance of real estate investment trusts

By Ranjana Roy Gawai and Vasudha Sen, RRG & Associates
The reintroduction of a consultative draft paper for industry feedback on real estate investment trusts (REITs) by the Securities and Exchange Board of India (SEBI) after a gap of five years has once again...
A photo of Ganesh Prasad and Sharad Moudgal

Enforceability of options clarified

By Ganesh Prasad and Sharad Moudgal, Khaitan & Co
Put and call options are customarily found in investment transactions, joint ventures and acquisitions. A “put option” is the right of a shareholder of a company to sell its shares to another person at...
By Pankaj Agarwal, Hrishikesh Waghela and Amit Kumar, Amarchand Mangaldas

Put and call options are an option now

By Pankaj Agarwal, Hrishikesh Waghela and Amit Kumar, Amarchand Mangaldas
In what can be perceived as a paradigm shift in a long held position, the Securities and Exchange Board of India (SEBI) on 3 October issued a notification allowing investors to include pre-emptive rights...

Draft REIT regulations introduced

India’s securities regulator, the Securities and Exchange Board of India (SEBI), recently released the draft SEBI (Real Estate Investment Trusts) Regulations, 2013. Some of the key features are captured below. Investment Restrictions: Real estate investment...

Treading carefully

With elections looming, foreign investors have one more reason to be wary. For those that take the plunge, what strategies are available to manage the considerable uncertainties of investing in India? Rebecca Abraham finds out In...

Revitalizing India

Ten legal thought leaders talk candidly about India’s economic woes and outline a series of bold measures to put the shine back into the country’s economy The odds appear to be stacked against India at...

Tax pass through for AIFs: A vexed issue for investors

By Bijal Ajinkya and Abhay Sharma, Khaitan & Co
Ayear ago the Securities and Exchange Board of India (SEBI) introduced the Alternative Investment Funds Regulations, 2012, which replaced the SEBI (Venture Capital Funds) Regulations, 1996. The aim was to bring in regulations that...
By Ranjana Roy Gawai and Safeena Mendiratta, RRG & Associates

Companies Bill to change corporate restructuring

By Ranjana Roy Gawai and Safeena Mendiratta, RRG & Associates
The Companies Bill finally received presidential assent after being passed by the Rajya Sabha on 8 August. The bill designates the National Company Law Tribunal as the authority to decide on matters relating to...

Insurers allowed greater investment coverage

The Insurance Regulatory and Development Authority (IRDA) released a circular on 23 August concerning investments in alternative investment funds (AIF) registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Alternative...

New rules for non-convertible preference shares

The Securities and Exchange Board of India (SEBI) notified the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, through a press release dated 14 June. The regulations allow Indian companies to...

Put and call options: Light at the end of the tunnel?

By Siddharth Hariani and Davis Kanjamala, Phoenix Legal
The Law Ministry is reported to have approved a proposal by the Securities and Exchange Board of India (SEBI) to permit the use of put and call options for corporate restructuring and non-speculative purposes....
A photo of Ganesh Prasad and Sharad Moudgal

Investing in India through non-convertible debentures

By Ganesh Prasad and Sharad Moudgal, Khaitan & Co
Indian companies are increasingly looking at alternative means of raising capital. In the past few years, the Reserve Bank of India (RBI) and the Securities and Exchange Board of India (SEBI) have taken significant...

End of another exit option for private equity investors?

By Aakash Choubey and Ashish Razdan, Khaitan & Co
Over the past couple of years, India has witnessed the maturing of various private equity investments of the 2006-07 vintage, which has necessitated finding a suitable exit for such investors. At a time when...

Bill offers new protections for minority shareholders

By Puja Sondhi and Medha Srivastava, Amarchand Mangaldas
While the Companies Act, 1956, includes certain provisions for protection of minority shareholders’ interests, the Companies Bill, 2012, which was passed by the Lok Sabha on 18 December 2012, has introduced further significant provisions...

Faltering banks and fickle funds

The bailout of banks in Cyprus and a haircut being imposed on deposit holders has attracted global attention, but is it affecting investments into India? Rebecca Abraham reports Cyprus is to Russia what Mauritius is to...

Government rationalizes debt allocations

On 1 April the Indian government through complimentary circulars issued by the Reserve Bank of India and the Securities and Exchange Board of India (SEBI) rationalized sub-limits set on debt investments by foreign institutional...
By Ranjana Roy Gawai and Vasudha Sen, RRG & Associates

Warrants: Investment tool or an instrument of abuse?

By Ranjana Roy Gawai and Vasudha Sen, RRG & Associates
Warrants are market driven, investor friendly, low risk financial instruments, which give the holder the right but not the obligation to buy a certain quantity of an underlying security at a certain price and...

New norms for scheme of arrangement

The Securities and Exchange Board of India (SEBI) has streamlined and consolidated the requirements for listed companies to: (i) undertake a scheme of arrangement under sections 391-394 of the Companies Act, 1956; and (ii)...

Investment opportunities in the real estate sector

By Amitabh Chaturvedi and Ekta Sukhramani, Mine & Young
Real estate is an asset class that can deliver handsome returns on a long-term basis. With the real estate sector flourishing, the pace of investment in the sector has increased tremendously. The expansion in...

Corporate governance undergoing major review

By Ranjana Roy Gawai and Vasudha Senat RRG & Associates
Corporate governance is the acceptance by a company’s management of the inalienable rights of the shareholders as the true owners of the company and of the management’s role as trustees on behalf of the...

Widening participation

Rahul Guptan comments on the nuances of the year-old offer for sale mechanism and the rationale behind its introduction by the Securities and Exchange Board of India In March 2012, the Aziz Premji Trust sold...

New restrictions on employee stock option schemes

The Securities and Exchange Board of India (SEBI) issued a circular on 17 January to amend the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, (ESOP Guidelines) and the Equity...
cloud

A silver lining?

Bharti Infratel’s recent IPO may point to a revival of India’s capital markets despite the dark clouds that hang over the telecom sector Rebecca Abraham reports Three initial public offerings (IPOs) that happened within days of...

India’s first long-form merger filing approved

The Competition Commission of India (CCI) has approved India’s first form II merger notification since merger control was implemented in June 2011. This long-form filing relates to the acquisition of 65.12% of the equity...

Lighting up the bourses

An imminent deadline for raising the minimum public shareholding in listed companies could revitalize India’s equity markets Rebecca Abraham reports In August 2007, the Blackstone Group acquired 50.1% of Gokaldas Exports, an Indian listed company based...

Indirect evidence can be used to find insider trading

Upholding an order by the Securities and Exchange Board of India (SEBI) in VK Kaul v The Adjudicating Officer, Securities and Exchange Board of India, the Securities Appellate Tribunal (SAT) held that the term...

Sahara companies to refund ₹244 billion to investors

Dismissing an appeal in Sahara India Real Estate Corporation Limited & Ors v Securities and Exchange Board of India & Anr, the Supreme Court held that listing on a stock exchange is a “legal...

Limited two-way fungibility permitted for IDRs

The Reserve Bank of India (RBI) and the Securities and Exchange Board of India (SEBI) have paved the way for limited two-way fungibility for Indian depository receipt (IDRs) through circulars on 28 August. The...

Floodgates open for foreign investors

The Indian government has lifted investment caps in retail, broadcasting, civil aviation and power trading exchanges, permitting greater foreign participation. We highlight details of each policy change below. Multi-brand retail trading The Department of Industrial Policy...

Tweaking of QFI scheme may lead to more takers

By Sawant Singh、Aditya Bhargava and Davis Kanjamala, Phoenix Legal
In recent years, captivated by the Indian growth story, the global investor community has been keen to participate in the Indian capital markets. However, until recently, access to investment opportunities in India was by...

Drawing the line between profit and accountability

By Siddharth Hariani, Aditya Bhargava and Davis Kanjamala, Phoenix Legal
Asilver lining of the recent global financial crisis has been the subsequent introspection on market structures and institutions, and how their interplay could impact systemic stability. In 2010, India’s securities regulator, the Securities and Exchange...
Shardul Thacker,Partner,Mulla & Mulla & Craigie Blunt & Caroe

Promoting governance by regulation of directors

By Shardul Thacker, Mulla & Mulla & Craigie Blunt & Caroe
Companies are expected to adopt preeminent corporate governance practices to increase the confidence of investors and stakeholders. Scrutiny of the books of account conducted by auditors rotated periodically would add further value in strengthening...

India Business Law Directory 2012

India Business Law Journal presents its annual legal market report and directory of Indian law firms Legal market report by Rebecca Abraham Sitting at the Gurgaon office of the 240-lawyer, five-office law firm that he has...

New rules for stock exchanges and clearing corporations

The Securities and Exchange Board of India (SEBI), notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (SECC Regulations), on 20 June to regulate the recognition, ownership and governance of stock...

MCX gets green light on exchange

The Securities and Exchange Board of India (SEBI) has granted the Multi Commodity Exchange of India (MCX) approval to operate as a fully fledged stock exchange, after lengthy litigation in Bombay High Court and...

Enforcing put options as a method of investor exit

By Shilpa Mankar Ahluwalia and Kushagra Priyadarshani, Amarchand Mangaldas
Much has been written about the enforceability of put options generally, and as a means of investor exit. The Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) have both...
Shardul Thacker,Partner,Mulla & Mulla & Craigie Blunt & Caroe

Good governance increases shareholder value

By Shardul Thacker, Mulla & Mulla & Craigie Blunt & Caroe
Indian financial markets are among the most heavily regulated markets in the world. However, India cannot claim to have a healthy regulatory compliance record. As financial disclosure norms become more sophisticated and the implementation...

A new roadblock?

India ends its experiment in using consent orders to atone for capital market offences. This could increase the pressure on the already overloaded court system Raghavendra Verma reports from New Delhi The Indian stock market regulator,...

Options trading in India and the changes made by the Reserve Bank of India

The Reserve Bank of India must review its position on put options or risk driving foreign investors away Umakanth Varottil explains Put options provide a customary and useful exit mechanism to foreign financial investors such as...

AIF regulations to govern all investment funds

The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, (AIF Regulations) regulate all forms of investment vehicles set up in India to pool money from investors (Indian or foreign). The funds...
India Business Law Journal

The calculus of confidence

The can-do spirit that has characterized India over the past decade is taking a beating While this is hardly surprising given the policy paralysis that is crippling the economy, it suggests that any attempt to...

Judgment reserved on offer for sale on stock exchanges

By Akila Agrawal and Mukul Sharma, Amarchand & Mangaldas & Suresh A Shroff & Co
In 2010, the Securities Contract (Regulations) Rules, 1957, were amended to require all listed companies to achieve and maintain a minimum public shareholding of 25% by 5 June 2013. At 30 March 2012, approximately...
Shardul Thacker,Partner,Mulla & Mulla & Craigie Blunt & Caroe

Good governance practices will enliven M&A culture

By Shardul Thacker, Mulla & Mulla & Craigie Blunt & Caroe
Astringent regulatory approach requires a framework of strong financial disclosure norms, aimed at ensuring transparency and accountability. Such an approach promotes self-governance by enabling participants in the system to discharge their rights and duties...
N Raja Sujith Majmudar & Partners

Regulating private traffic

N Raja Sujith at Majmudar & Partners analyses the entry and exit hurdles facing private equity investments Regulatory hurdles in India have been always a challenge for private equity (PE) investors. However, the flow of...

Frustrated funds

Will a new regulator and a more favourable tax regime succeed in stimulating the private equity sector? Nandini Lakshman reports from Mumbai Emerging markets are still an attractive playground for private equity (PE) players. Over the...

DIPP updates foreign direct investment policy

On 10 April the Department of Industrial Policy and Promotion (DIPP) released a revised version of the consolidated foreign direct investment (FDI) policy through circular 1 of 2012. The new FDI policy subsumes the...

Some issues surrounding FII investments in India

By Rajat Sethi and Radhika Iyer, S&R Associates
Indian regulations have generally recognized that the objectives of foreign direct investment (FDI) are different from “portfolio investment”; in the latter case, investors do not expect to influence the management of an enterprise. Consistent...

What constitutes ‘control’ to be decided another day

By Pankaj Agarwal and Neha Udeshi, Amarchand & Mangaldas & Suresh A Shroff & Co
The concept of “control” in takeover regulations in India has evolved and developed over time. If one were to trace the history of the definition of control, it might appear that the draftsmen consciously...

QFI route widens direct access to Indian equities

By Stephen Peepels and Soni Tiwari, DLA Piper
On 1 January, the Indian government announced a major policy change to open the country’s equity markets to a much greater number of foreign investors. Under the new scheme, qualified foreign investors (QFIs) would...

New category created: the qualified foreign investor

By Mohit Gogia and Brajendu Bhaskar, S&R Associates
Until recently, only two categories of non-resident investors, namely, (i) foreign institutional investors (FIIs) and their sub-accounts registered with the Securities and Exchange Board of India (SEBI), and (ii) non-resident Indians (NRIs), were permitted...

FIIs can invest in primary issues of NCDs and bonds

The Reserve Bank of India (RBI) has decided to allow foreign institutional investors (FIIs) to invest in primary issuances of non-convertible debentures (NCDs) and bonds by Indian companies. The RBI’s circular 89, published on...

Life insurers’ IPO norms: Right step at wrong time

By Siddharth Hariani and Hemant Krishna V, Phoenix Legal
To describe 2011 as a forgettable year for the life insurance segment of the insurance industry would be an understatement. The run-up to 2010 saw the life insurance segment piggyback successfully on unit-linked insurance plans...

SAT decision contradicts new takeover regulations

By Puja Sondhi and Rahul Singh, Amarchand & Mangaldas & Suresh A Shroff & Co
Under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended, a practice developed whereby promoters of listed companies approached the Securities and Exchange Board of India...

Life insurance companies get rules for public offers

By Anshuman Sakle, Khaitan & Co
The Insurance Regulatory and Development Authority (IRDA) in November notified the IRDA (Issuance of Capital by Life Insurance Companies) Regulations, 2011, which pave the way for life insurance companies in India to raise capital...

QFIs permitted to invest in Indian equity markets

The government has decided to allow qualified foreign investors (QFIs) to directly invest in Indian equity markets so as to widen the investor class, attract more foreign funds and reduce market volatility. The announcement,...
Siddharth Hariani and Rohith Ashok, Phoenix Legal

Ruling on passive buyback a boon for market players

By Siddharth Hariani and Rohith Ashok, Phoenix Legal
The year 2011 has witnessed a dramatic overhaul of the regulations governing the acquisition and takeover of listed companies. While a dampened capital market has left players with a lot to desire in terms...

Green shoe option reduces post-listing price volatility

By Ashwinee Oturkar, Khaitan & Co
In August 2003, the Securities and Exchange Board of India (SEBI) introduced the concept of green shoe option (GSO) to the Indian capital markets, with a view to arresting short-term volatility in post-listing prices....

India in 2012

Business and legal professionals share their forecasts for the coming year Capital markets Sandip Bhagat, partner, S&R Associates: The Indian capital markets experienced declining activity in 2011. The trends that impacted the Indian market include the...

Increased debt allocation put up for bid

The Securities and Exchange Board of India (SEBI), in a circular dated 18 November, announced an increase in the limit for debt investments by foreign institutional investors (FIIs). The increased debt limits were to...
Siddharth Hariani and Davis Kanjamala, Phoenix Legal

Big money and easing target foreign investors

By Siddharth Hariani and Davis Kanjamala, Phoenix Legal
Among the various factors which have contributed to the Indian growth story, infusion of funds from foreign investors would rank near the top. To fulfil the country’s much-touted potential as an economic superpower in...
Shardul Thacker,Partner,Mulla & Mulla & Craigie Blunt & Caroe

India has strict regime to deal with insider trading

By Shardul Thacker, Mulla & Mulla & Craigie Blunt & Caroe
Greed can lead people to act in utter disregard for all principles of fair play, honesty and morality. In the past two decades we have witnessed instances not only in India but across the...
Rohit Jaiswal and Rishi Raj

22 million investors too many for private affair

By Rohit Jaiswal and Rishi Raj, Singhania & Partners
Two unlisted companies of the Sahara Group issued optionally fully convertible debentures (OFCDs) to raise about ₹194 billion (US$3.8 billion), purportedly by way of private placement, without advertising to the general public. The irony...

Share transfers with non-residents made easier

The Reserve Bank of India (RBI) has continued to liberalize policies and procedures governing foreign direct investment and has relaxed the requirement of RBI approval for the transfer of shares between residents and non-residents....
RBI eases rules for infrastructure investment

RBI eases rules for infrastructure investment

The Reserve Bank of India (RBI) has eased restrictions on investments in debt securities to allow foreign institutional investors (FIIs) to invest in non-convertible debentures (NCDs) and bonds issued by non-banking financial companies (NBFCs). This...

Offers of foreign securities need careful structuring

By Bhakta Patnaik and Sarayu Pani, S&R Associates
Companies incorporated outside India may seek to raise funds by offering securities to investors resident in India. As outlined below, a private placement exemption and the foreign exchange regulations in India need to be...

Testing the waters with SME listings

By Madhur Kohli, Khaitan & Co
The small and medium enterprises (SMEs) sector contributes significantly to India’s economy. In value terms, this sector accounts for about 45% of the manufacturing output and 40% of the total exports of the country....

What lies beneath?

Investors are diving deeper to rigorously assess their business targets before sealing a deal Raghavendra Verma reports from New Delhi High-profile corruption cases have left investors feeling jittery about inking deals in India. Accounting irregularities, financial mismanagement...

Defending your turf

As India’s new takeover regulations take root, Akil Hirani provides practical tips for corporate counsel On 23 September the Securities and Exchange Board of India (SEBI) notified the new SEBI (Substantial Acquisition of Shares and...

Surveying the field

Predators eyeing India’s listed companies have been empowered by new takeover rules Nandini Lakshman in Mumbai reports on key changes For some years now, the growing challenges and complexities confronting companies globally have seen regulators tweak...
India infrastructure project construction

New FII norms for infrastructure bonds

The Securities and Exchange Board of India (SEBI) has revised the norms for foreign institutional investment in long-term corporate bonds issued by infrastructure companies. Foreign institutional investors (FIIs) are permitted to invest up to US$25...
India Business Law Journal

More brickbats than bouquets?

Balancing conflicting interests while maintaining a semblance of transparency can be a thankless task. It often draws more brickbats than bouquets For, while public participation in the process of policy making is on the rise, scepticism...
Siddharth Hariani,Hemant Krishna V,Phoenix Legal

Private equity investors face an exit conundrum

By Siddharth Hariani and Hemant Krishna V, Phoenix Legal
Foreign private equity investments have made a considerable contribution to India’s economic growth. Through their role of providing “enabling capital” – funds injected into a company at a critical juncture – private equity investors...

Independent directors to take a stand on takeovers

By Akila Agrawal, Amarchand & Mangaldas & Suresh A Shroff & Co
The Securities and Exchange Board of India (SEBI) recently announced key changes to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Accordingly, when a target company faces an open offer, its shareholders...

Enforceability of put options

By Sandip Bhagat and Jabarati Chandra, S&R Associates
Foreign investors typically include exit options in transaction agreements that govern their investment in Indian companies. One such exit option is a put option. By this a foreign investor retains the right, but is...

TRAC recommendations are finally on track

By Arindam Ghosh and Moin Ladha, Khaitan & Co
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, have been the single-most important regulations for listed companies in India. While they have served the capital market well, they...

Takeover Code: A brand new image

The Securities Exchange Board of India has ratified substantial amendments to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Takeover Code), approving the majority of recommendations made by the Takeover Regulations Advisory...
HK court confirms need for SFC disclosure

Mandatory disclosures for company promoters

In line with a recent amendment, the promoters or members of a promoter group of a listed company are expected to inform the company about their existing interest or holding in that company and...
Soumya Mohapatra,Associate,Khaitan & Co

Credit rating agencies: adapting with challenges

By Soumya Mohapatra, Khaitan & Co
The principal concern of every lender is the repayment capability of a potential borrower. Creditors and investors need to form an objective opinion on the creditworthiness of the issuer of a debt instrument and...

Legal Market Report & Directory of Indian Law Firms – 2011

To accompany this year’s directory of Indian law firms, India Business Law Journal consulted widely with the country’s legal practitioners to reveal the current state of play in the legal market Vandana Chatlani reports Ashopkeeper in...
Direct transactions in Indian companies' securities allowed

New IDR rules confuse investors

The Securities and Exchange Board of India (SEBI) has said that Indian depository receipts (IDRs) cannot be converted into London-listed shares. The news has shocked foreign investors, who previously believed that such conversions would...

New takeover norms please investors

The Securities and Exchange Board of India (SEBI) has approved a series of amendments to the Takeover Code proposed by the Takeover Regulations Advisory Committee (TRAC). Some important changes include raising the trigger point...
Inder Mohan Singh,Mayuri Roy,Amarchand & Mangaldas & Suresh A Shroff & Co

FDI and convertible instruments: trial and error

By Inder Mohan Singh and Mayuri Roy, Amarchand & Mangaldas & Suresh A Shroff & Co
The foreign direct investment (FDI) regime relating to convertible instruments has been the changed several times over the years. This almost gives the impression that the regulators are relying on trial and error to...
Uday Walia,Brajendu Bhaskar,S&R Associates

Option agreements in India

By Uday Walia and Brajendu Bhaskar, S&R Associates
The law on options in securities in India is governed by the Securities Contracts (Regulation) Act, 1956, (SCRA) and rules and regulations framed under it. Foreign investors should be aware that Indian law on...
Subhayu Chatterjee,Associate,Khaitan & Co

The delisting regime in India

By Subhayu Chatterjee, Khaitan & Co
The Securities and Exchange Board of India (SEBI) introduced delisting guidelines in 2003. However, there were operational difficulties in implementing the guidelines and in 2006 SEBI issued a concept paper on improving it. Then...

The long wait for reform

Is greater foreign investment in India’s insurance sector still a pipe dream? Neeraj Tuli and Celia Jenkins investigate The Indian insurance industry has come a long way since the Oriental Life Insurance Company opened its doors...

Mixed signals

The introduction of India’s competition law has been marred by contradictions between the act, the implementing regulations and government notifications Rebecca Abraham reports In March 2008, a conference in New Delhi on India’s new merger notification...
Sandip Bhagat,Vivek Kumar,S&R Associates

Consolidated FDI policy: easing investments in India

By Sandip Bhagat and Vivek Kumar, S&R Associates
On 31 March, the Department of Industrial Policy & Promotion (DIPP), Ministry of Commerce & Industry, issued circular 1 of 2011. It reflects the policy framework on foreign direct investment (FDI) in India as...
Ragini Aiyer,Senior associate,Khaitan & Co

IDRs: can they be instruments of choice?

By Ragini Aiyer, Khaitan & Co
Indian Depository Receipts (IDRs) allow companies incorporated outside India to raise funds from the Indian capital market. They are depository receipts that are denominated in Indian rupees and created by the domestic depository in...
Subhayu Sen,Associate,Khaitan & Co

Minimum public float: an analysis of amendments

By Subhayu Sen, Khaitan & Co
Listed companies are required to maintain a minimum “public float” or issue to the public as prescribed by rule 19(2)(b) of the Securities Contract Regulation Rules, 1957 (SCRR). This rule was recently amended to...

Riding solo

As Hero and Honda part company after 26 years, India Business Law Journal discovers that dismantling an old deal can be as complex as putting together a new one Raghavendra Verma reports from New Delhi It...

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