SEBI Clarifies Applicability of Portfolio Managers Regulations to an Indian Manager of an Offshore Fund

In an interpretative letter sought under the SEBI (Informal Guidance) Scheme, 2003 (“Informal Guidance”), the markets regulator has clarified that the investment manager of an alternative investment fund (“AIF”) can provide investment management services to an offshore fund only as a SEBI-licensed  portfolio manager under the SEBI (Portfolio Managers) Regulations, 2012 (“PM Regulations”). SEBI also reiterated that the investment managers of AIFs are considered to be regulated by SEBI. In this post, we will explore the queries, SEBI’s responses, and implications for the industry.

Continue Reading SEBI Clarifies Applicability of Portfolio Managers Regulations to an Indian Manager of an Offshore Fund

ESOP Has SEBI Put an End to ‘Sell All’ Method of Cashless Exercise

Employee stock options are frequently used as an employee incentivisation and retention tool, given the benefit accrued over time. An ESOP-wrapped compensation is attractive because the gains from the shares acquired on exercise of employee stock options are much higher than the exercise price paid for the options. While the maximum or minimum price payable on exercise of the options is not prescribed by the law – which only lays down the requirement for the price to be accounting-standard compliant –  the price typically ranges from the face value of the share to the fair market value of the share.

Continue Reading ESOP: Has SEBI Put an End to ‘Sell All’ Method of Cashless Exercise?

Role of IFSC in the Indian SPAC Dream

In part 2 of this series of blogs (Key Features IFSC Lisiting Regulations in Relation to Listing of SPACs), we touched upon the newly-introduced framework for the issuance and listing of special purpose acquisition companies (“SPACs”) at the International Financial Services Centres (“IFSC”) under the International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, 2021 (“IFSC Listing Regulations”). In this part of the blog we are going to look at the IFSC Listing Regulations with a critical eye to detect the gaps that continue to exist despite the framework being put in place and identify areas that can be improved upon to leverage the unique status of entities in IFSC.

Continue Reading Role of IFSC in the Indian SPAC Dream: An Overview – Part 3

Overseas Direct Investment

Background

Outbound investments in India have witnessed a significant decline from its peak in the golden period of 2005-08. As per the data collated by the Reserve Bank of India (“RBI”), in July 2011, the total outbound financial commitment was at USD 5,478.15 million. This figure has declined over the decade to USD 2,047.79 million in December 2021.

Continue Reading RBI’s proposed regulatory architecture for the ODI Regime – Does it meet India Inc’s expectations?

Devas Antrix Case

Background

The recent judgment of the Supreme Court (“SC”) in Devas Multimedia Private Limited v. Antrix Corporation Limited[1] (“the Antrix case”) has many interesting facets. It brings to light some interesting questions of law on the enforcement of foreign arbitral awards and the Bilateral Investment Treaties when the claimant company (Decree holder) is ordered to be wound up (for the first time in India)  on the grounds of fraud, which is against the public policy of India and most jurisdictions that are signatories to the New York Convention.

Continue Reading SC’s decision in the Devas Antrix Case: Does it dilute evidentiary value of the Auditor’s Report under the Companies Act?

ACC Battery Storage

With the intent of putting India on the map as a lead battery storage producer, the Department of Heavy Industries (“DHI”) had notified the Production-Linked Incentive, ‘National Program on Advanced Chemistry Cell (ACC) Battery Storage’ (“PLI-ACC Scheme”) in June, 2021.[1] The PLI-ACC Scheme has been developed to boost the Prime Minister’s vision of ‘Atmanirbhar Bharat’ and is one of the thirteen schemes approved by the Union Government.[2] It aims to encourage domestic and foreign investors to invest in setting up giga-scale ACC manufacturing facilities in India.

Continue Reading Analysis of PLI ACC Scheme for ACC Battery Storage

Company Law

Background

The law on minority squeeze-out has not been a glorious chapter in the history of India’s company law. The Parliament, as a matter of legislative policy, appears to be uncomfortable with enacting a law that forces minority shareholders to compulsory sell their shares. The government perceives it as a kind of ‘expropriation’. Hence, despite Dr. JJ Irani Committee’s specific recommendation, our Parliament has adopted a conservative approach while providing majority shareholders with the mechanism to ‘buyout’ the shares held by the minority shareholders. Even after the ‘right to property’ was abolished as a fundamental right under our Constitution, law makers seem uncomfortable in giving such right to majority shareholders, and half-hearted attempts have been made to provide majority shareholders with the ability to fully own a company.

Continue Reading Minority squeeze-out under our Company Law – Is it a legislative policy dilemma?

Zooming into Sustainable Growth – An Analysis of the PLI Scheme for Automobiles and Auto Component Industry

Background

Ministry of Heavy Industries (“MHI”) notified the Product Linked Incentive (“PLI”) Scheme for Automobile and Auto Component Industry (“PLI Auto Scheme”) in September 23, 2021[1] with the intent of enhancing India’s manufacturing capabilities for advanced automotive products. The applicant company qualifying the eligibility criteria (inter alia, revenue and investment) provided in the PLI Auto Scheme can receive the benefits under the same. The scheme provides for financial incentives to boost domestic manufacturing and attract investments in automotive manufacturing value chain and its primary objectives include, inter alia, overcoming cost disabilities and building robust supply chain in areas of advanced automotive technology products.

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Widened scope of ‘employee under the New SEBI ESOP Regulations

Background:

The Securities and Exchange Board of India had notified the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“New SEBI ESOP Regulations”), on August 13, 2021. The New SEBI ESOP Regulations govern all share-based employee benefit schemes dealing in securities, including employee stock options, employee share purchase, stock appreciation rights, general employee benefits and retirement benefits (“Share Based Benefit Schemes”). The New SEBI ESOP Regulations also include regulations on sweat equity shares.

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An Introduction of ESG Disclosures in Indian Regulatory Space

Introduction

In the previous part, we first discussed the relevance of ESG disclosures for stakeholders involved in business processes, and then reflected upon the existing regulatory space for such disclosures along with the Business Responsibility and Sustainability Reporting (“BRSR”) framework, recently introduced by Securities Exchange Board of India (“SEBI”). Taking forward the discussion, this part will analyse the BRSR framework and suggest ways in which it could be further improved.

Continue Reading An Introduction of ESG Disclosures in Indian Regulatory Space – Part 2