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Is the NCLT’s approach in the Philips India case too literal?

Introduction

The Kolkata Bench of the National Company Law Tribunal (“NCLT”), on September 19, 2024, dismissed an application filed under Section 66 of the Companies Act, 2013 (“Companies Act”), in Philips India Limited[1] (the “Order”), on the grounds that Section 66 of the Companies Act cannot be invoked for capital reduction when the circumstances mentioned in Section 66(a) or 66(b) of the Companies Act are not met. The NCLT held that Section 66, which provides for reduction of share capital, cannot be used merely to provide liquidity or exit to minority shareholders, or to save on administrative costs. The Order attempts to justify the same on the grounds that the proposed share capital reduction was only incidental to the main objective of buy-back of shares.[2] However, this observation is in stark contrast to a catena of NCLT and National Company Law Appellate Tribunal (“NCLAT”) orders, as well as decisions of various High Courts that have time and again noted that a company may reduce its share capital in any manner as it deems fit, and courts have limited role in such schemes of capital reduction.

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Virtual General Meetings – Should it be legislated?

Context

Shareholder meetings form the bedrock of shareholder democracy in a corporate institution. It provides shareholders with the opportunity to participate in the affairs of a company, allowing them to vote in favour or against resolutions, and empowers them to question the policies and working of the management of a company. Majority and minority shareholders have the right to attend meetings, and in case of any difficulty, even designate a proxy to attend meetings on their behalf. Primarily, there are two types of shareholder meetings in India:

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Introduction

Keeping up with the advancements in the digital payments industry and the Indian government’s initiative to promote ease of doing business, the Ministry of Finance, in consultation with the Reserve Bank of India (“RBI”), notified the Foreign Exchange (Compounding Proceedings) Rules, 2024 (“Compounding Rules”), on September 12, 2024, in supersession of the erstwhile Foreign Exchange (Compounding Proceedings) Rules, 2000 (“Erstwhile Compounding Rules”). The Compounding Rules were followed by Direction on Compounding of Contravention under the Foreign Exchange Management Act, 1999 (“FEMA”), which was notified by the RBI on October 01, 2024 (“Compounding Directions”).

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SEBI Prescribes Due Diligence Norms for AIFs to Curb Regulatory Circumvention

Introduction

A new set of regulations has been implemented for Alternative Investment Funds (“AIFs”) to exercise “specific due diligence”,[1] with respect to their investors. The aim is to prevent investors from circumventing the extant norms administered by the financial sector regulators. These include:

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Advertisements of Illusions: A Look into Advertising Practices of Clinical Establishments in India

Introduction

While “health is wealth” is a popular adage, some might suggest that clinical establishments like corporate hospitals and private clinics have taken it too literally by commercialising and monetising healthcare and related services. The question that remains is whether the means of promoting and publicising the establishments’ offerings are unfair and mislead consumers and the public at large. Statistics presented by the Advertising Standards Council of India (“ASCI”)[1], the only dedicated watchdog for advertising practices of companies in India, suggests that a big chunk of complaints regarding misleading advertisements is related to the health sector. To put things into perspective, ASCI reported 190 instances of misleading advertisements by clinics and hospitals – from lofty claims about their services, promises of curing chronic conditions, inadequate disclosure of actual costs of the services, etc., hospitals and clinical establishments have time and again appeared on the radar of advertisement regulatory authorities.

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Competing to be the global ‘destination of choice’ for GCCs: Karnataka attempts to set the global standard with a first-of-its-kind GCC-centric policy

Background

Global capability Centres (“GCCs”) have taken centre stage today because of their contribution towards the growth and expansion of multi-national corporations (“MNCs”) and towards boosting the economic growth of many developing countries in which they are located.[1] These centres are set up to primarily take on a service role for the global group of the MNCs. Evolving from back offices and cost-arbitrage centres, GCCS have transformed into potential alternative technological and strategic development headquarters. Today, many regions in developing economies, including in India, have started competing to establish themselves as a GCC hub and emerge as a “destination of choice”. Given the transformative role GCCs play in job creation, technology advancement, and skill enhancement, and positioning India at the forefront of innovation and service delivery, many GCCs in India are vying for that spot. With an estimated 1,700 GCCs engaging 1.66 million employees to generate an annual revenue of USD 64.6 billion, India qualifies as a “tried-and-tested” GCC-friendly ecosystem. In the backdrop of India’s “techade”, the market size of the country’s GCC ecosystem is projected to surpass USD 100 billion, which could propel India to achieve its ambition of becoming a USD 1-trillion economy.

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Global Capability Centers – Trends, Opportunities and Recent Learnings

Overview

With over 1,700 Global Capability Centers (“GCCs”), revenues at $64.6 billion (a 40% jump over FY23 numbers) and a 17% global share of the GCC capacity base, India is the GCC Capital of the World. The GCC market in India is projected to grow to $99-105 billion by 2030 with nearly 2,100-2,200 GCCs and a headcount of ~2.5-2.8 million.[1]

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Share transfer restrictions under SHA: The need to revisit Section 58(2) of CA 2013

Context

A fundamental trait that distinguishes a private company from a public company is the concept of ‘transferability of shares,’ such that while the former may restrict transferability of shares, the shares of the latter, are generally considered to be ‘freely transferable’.

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Prescription for Deception – An Analysis of Pharmaceutical Advertising in India

Introduction

Pharmaceutical advertisements hold significant power in shaping public perception of drugs, their efficacies and treatment options. In India, where healthcare access and awareness are often limited, misleading advertisements can have serious consequences. These ads have the potential to mislead customers and even endanger lives by exaggerating benefits or downplaying risks. Misleading advertisements, then, can simply be understood as uncorroborated, unsubstantiated, and often false claims made by pharmaceutical companies about their drugs – the lofty claims made by companies advertising their “COVID curing”[1] drugs to claims regarding “miracle drugs” that can battle life threatening diseases, are all case in point when one refers to misleading advertisements.

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FVCI Regulations 2.0 Notified : DDPs Provided Regulatory Oversight on FVCIs including Clearing of Applications

Background

The Securities and Exchange Board of India (“SEBI”), vide the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 (“Amendment”), has introduced numerous amendments to the SEBI (Foreign Venture Capital Investors) Regulations, 2000 (“FVCI Regulations”), which will be effective January 01, 2025 onwards.

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