Photo of Akila Agrawal

Partner and Head of the Mergers and Acquisitions practice at the Delhi office of Cyril Amarchand Mangaldas. Akila has over 19 years of experience in matters pertaining to mergers & acquisitions, joint ventures, corporate restructuring, general corporate and employment law. She has extensively handled acquisitions, disposals, takeover offers, delisting offers, commercial contracts and SEBI related matters. Akila has considerable national and international experience having served several significant clients across a broad range of industries and sectors.

Chambers Global and Chambers Asia Pacific, has consistently ranked her for Corporate and M&A practice for several years. IFLR and AsiaLaw leading lawyers features Akila amongst the top rated lawyers in India for Corporate M&A. She has also been recognized in Legal 500 and Who’s Who Legal; and recommended by RSG Consulting for excellence in M&A. She can be reached at akila.agrawal@cyrilshroff.com

CHAIRMAN OR MANAGING DIRECTOR SEBI Regulation

Section 203(1) of the Companies Act states that an individual shall not be appointed or reappointed as the chairperson, of the company as well as the managing director (MD) or the chief executive officer (CEO) at the same time, unless the articles of the company provides otherwise or the company does not carry on multiple businesses. Further, this restriction is not applicable to certain specified class of companies engaged in multiple businesses and which have appointed one or more CEOs for each such business.
Continue Reading

Cross-border demergers – lack of legislative intent?

In the matter of Sun Pharmaceuticals Industries Limited, the Ahmedabad bench of the NCLT has ruled that Section 234 of the Companies Act, 2013 and the FEMA Cross Border Merger Regulations, 2018, do not permit cross-border demergers. Sun Pharma sought to demerge two of its investment undertakings in India into two overseas resulting companies, based in the Netherlands and the US. Being a listed entity, it obtained prior approval of SEBI through the relevant stock exchanges and the requisite corporate consents of its shareholders and creditors. The RBI granted its implied deemed approval by stating that the demerged company is required to abide by the applicable rules and regulations, which it had undertaken that it would. None of the other stakeholders to whom notices were issued by the tribunal, including the Registrar of Companies (ROC), objected to the demerger on the ground that it was not permitted by law.
Continue Reading

Shares with Differential Voting Rights

The Securities Exchange Board of India (SEBI) has recently circulated a consultation paper on Differential Voting Rights (DVRs). Issuance of shares with differential voting or dividend rights is not a novel concept for India. It has been around since 2000 and a few listed companies, like Tata Motors and Pantaloons, have issued shares with differential voting / dividend rights.

However, ever since, SEBI amended the Listing Regulations in 2009, to state that listed companies are not permitted to issue shares with ‘superior rights’, there have hardly been any takers for this instrument. SEBI’s current proposal appears to be an attempt to breathe some life into such instruments by providing more flexibility in structuring the terms of such issuances, albeit with some checks and balances.  
Continue Reading