Image credit: Scroll.in, September 26, 2017

This is the second piece in our series entitled “Those Were the Days”, which is published monthly. We hope you enjoy reading this as much as we have enjoyed putting this together.


This post deals with Securities Exchange Board of India’s (SEBI) interpretation of the term “Unpublished Price Sensitive Information” (UPSI) arising from the alleged insider trading by Hindustan Lever Limited (now Hindustan Unilever Limited) (HLL) in its purchase of shares of Brooke Bond Lipton India Limited (BBLIL).

While the subject SEBI order employed provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 (1992 Regulations), this post also analyses the relevant provisions of the subsequently notified SEBI (Prohibition of Insider Trading) Regulations, 2015 (2015 Regulations) in relation the subject case.

Case Analysis: Hindustan Lever Limited v. SEBI[1]

The facts of the case concerned the purchase by HLL of 8 lakh shares of BBLIL from the Unit Trust of India (UTI) on March 25, 1996. This purchase was made barely two weeks prior to a public announcement for a proposed merger of HLL with BBLIL.

Continue Reading Insider Trading: Hindustan Lever Limited v. SEBI

Image credit: Scroll.in, September 26, 2017

Sociologists know that the formation and survival of civilization is conditional upon the universal adherence to a framework of acceptable norms and guidelines of human conduct and interaction. Moses therefore set out as God’s message, the directive to love thy neighbor, (so as not to have him for dinner) and also to not covet his wife (so that he may not make a meal out of you either).

While the Commandments set out God’s message which would be enforced by the fear of being struck down by lightning or if not then ultimately burning in hell, in later times, monarchies, and subsequently the democracies of the modern day needed to impose more earthly discipline. The judicial systems of to-day enforce not the will of the King but draw their legitimacy from the constitution and enforce laws which are framed by the people’s representatives.

Over the centuries, the singular truism which is well recognized is that the guidelines or laws to be enforced, cannot be mired in time and need to evolve so as to be relevant to the prevailing social and moral context. This truism requires constant change, which like all change is disruptive. History therefore inevitably reveals turbulence and conflict as the legal framework slowly adapts in a struggle to keep pace with social evolution.

The controversy and turbulence is more pronounced and correspondingly also more visible and prone to commentary by historians, sociologists and legal scholars alike, in “common law” democracies. This is because under the common law system, the law of the land is made by the courts since it is the manner in which courts interpret statutes that creates the judicial precedents which then is the established law. A study of how judicial decisions framed or established norms and values which we treasure today and perhaps take unthinkingly for granted can be fascinating.

CAM has embarked on an analysis of a series of such landmark decisions in an attempt to present a hindsight perspective into what exactly happened, the socio-political compulsions of the day and their impact in shaping Indian society and governance today.

This is the first piece in our series entitled “Those Were the Days”, which will be published monthly. We hope you enjoy reading this as much as we have enjoyed putting this together.


The case of Kesavananda Bharati v. State of Kerala (Kesavananda Bharati)[1] is perhaps the most well-known constitutional decision of the Supreme Court of India (Supreme Court). While ruling that there is no implied limitation on the powers of Parliament to amend the Constitution, it held that no amendment can do violence to its basic structure (the “Basic Structure Doctrine”). Further, it established the Supreme Court’s right of review and, therefore, established its supremacy on constitutional matters.

Continue Reading Kesavananda Bharati v. State of Kerala and The Basic Structure Doctrine

On August 31st 2017, the Supreme Court of India in the case of Innoventive Industries Limited v. ICICI Bank Limited* delivered its first extensive ruling on the operation and functioning of the Insolvency and Bankruptcy Code, 2016 (Insolvency Code). The Court said that it is pronouncing its detailed judgment in the very first application under the Insolvency Code, so that all Courts and Tribunals may take notice of a paradigm shift in the law.

The Supreme Court dismissed the appeal filed on behalf of Innoventive Industries Limited and confirmed the decision of the National Company Law Appellate Tribunal (NCLAT), which in turn had affirmed the order passed by the National Company Law Tribunal Mumbai (NCLT) admitting the insolvency petition filed by ICICI Bank Limited against Innoventive Industries Limited. Continue Reading Innoventive Industries Limited v. ICICI Bank Limited: Paradigm Shift in Insolvency Law in India

The Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was enacted to make special provisions for the timely detection of sick (and potentially sick) companies owning industrial undertakings. The Board for Industrial and Financial Reconstruction (BIFR) was formed under the SICA to determine the sickness of such industrial companies and to prescribe measures either for the revival of potentially viable units or the closure of unviable companies.

With effect from December 1, 2016, the SICA has been repealed by the Sick Industrial Companies (Special Provisions) Repeal Act, 2003 (“Repeal Act”). This has resulted in the dissolution of the BIFR and other bodies formed under the SICA.[1] Continue Reading Repeal of Sick Industrial Companies (Special Provisions) Act, 1985

There is a perception that arbitration proceedings in India are plagued with delays, interventionist courts, and parties attempting to scuttle the proceedings. A mere allegation of fraud was often enough to obstruct an arbitration proceeding on the ground that the criminality underlying the fraud would render the dispute non-arbitrable. This is no longer the case.

A major factor in making arbitration proceedings efficient is minimal judicial intervention. However, parties often subvert and delay arbitral proceedings by raising the ground that the nature of the dispute is non arbitrable. For instance, when commercial relations go sour leading to disputes, parties routinely make allegations of fraud. This was then used as a ground to force the dispute out of arbitration and into the traditional court system. This relied upon the Supreme Court’s decision in N. Radhakrishnan v. Maestro Engineering[2], that disputes involving allegations of fraud are incapable of being adjudicated by an arbitral tribunal. The subsequent decision in Swiss Timing v. Organising Committee[3], took a contrary view to N. Radhakrishnan. These contradictory decisions left the issue open and continued the uncertainty around the viability of domestic arbitrations as an effective dispute resolution mechanism.

The issue now stands settled. The Supreme Court in the recent decision of A. Ayyasami v. A. Paramasivam[4] has held that a mere allegation of fraud will not render disputes non-arbitrable. Continue Reading Mere Allegation of Fraud – No longer an Obstruction to Arbitration Proceedings

The power of judicial review enables the judiciary to determine the constitutional validity of legislative and/or executive actions, possibly making them subject to invalidation.

The power of judicial review by Tribunals was examined and decided by the Supreme Court in S.P. Sampath Kumar v. Union of India and in the subsequent case of L. Chandra Kumar v. Union of India. After the decision in Sampath Kumar case divergent views were taken by various benches of the Supreme Court. The matter was therefore referred to a seven judge bench of the Supreme Court in L. Chandra Kumar.

Continue Reading Power of Judicial Review by the National Green Tribunal

On July 11, 2016, the President of the Queen’s Bench accorded final approval to the second Deferred Prosecution Agreement (DPA) entered into by the Serious Fraud Office of the UK (SFO). Through this short post, we seek to examine the DPA, what such approval of the DPA means and its significance for UK owned/based companies in India (Indco) that are subject to the provisions of the UK Bribery Act, 2010 (UKBA).

Continue Reading UK SFO’s Second DPA: Implications for Indian Companies

The Law Commission of India’s report of August 2014 on the Indian Arbitration Act mentions that amendments are being suggested to the Arbitration Act to provide a “stable business environment and strong commitment to the rule of law, based on predictable and efficient systems of resolution of disputes.”

Amendments to the Indian Arbitration Act, 1996 were passed by both Houses of Parliament and assented to by the President on December 31, 2015. These amendments apply to all arbitral proceedings commenced on or after October 23, 2015 but parties can agree to even apply these amendments to proceedings commenced before the Amendment Act.

Continue Reading India and International Arbitration: Prospects