Argus Partners

Argus Partners is pleased to announce the relocation of its Bengaluru office to a larger, state-of-the-art workspace at 20th Floor, SKAV 909, Lavelle Road, Bengaluru – 560001.

I.    Introduction The Foreign Exchange Management Act, 1999 (the “FEMA”), along with the Foreign Exchange Management (Non-debt Instruments) Rules,

I. Introduction The Foreign Exchange Management Act, 1999 (the “FEMA”), along with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (the “NDI Rules”), constitutes the primary legal framework governing foreign equity investments (both direct and indirect) in India. Additionally, instructions issued on foreign investment in India and its related aspects under the FEMA in the ‘Master Directions on Foreign Investment in India’ (the “Master Directions”), issued by the Reserve Bank of India (the “RBI”) lay down the modalities as to how the foreign exchange business has to be conducted with a view to implementing the NDI Rules. The FEMA read with the NDI Rules, and the Master Directions, collectively forms the comprehensive "FDI Regime" for foreign investments in India. In the past years, both the Master Directions and the NDI Rules have undergone changes to attract foreign investment in India and ease out the processes of regulatory clearances, with emphasis on making India a hotspot for ease of doing business. II. Downstream Investment A downstream investment means investment by an Indian company which is either owned or controlled by a person resident outside India (an “FOCC”). It is an indirect foreign investment into equity instruments of Indian companies also conventionally termed as ‘downstre3am investment’. A downstream investment by an FOCC has always been governed by the underlying principle that “what cannot be done directly, shall not be done indirectly” (the “Guiding Principle”). Accordingly, the legislative intent of the FDI Regime is to prevent foreign investors from making investments indirectly through an Indian entity that would otherwise not be allowed under the FDI Regime directly. Accordingly, any downstream investment made has to be in compliance with entry routes, sectoral caps, pricing guidelines, and other attendant conditions as applicable for foreign investment. However, historically, there has been certain regulatory ambiguity due to the lack of explicit clarification regarding the scope of the Guiding Principles under the FDI Regime. For instance, overseas entities have been expressly permitted, to undertake foreign direct investments (“FDI”) through swap of equity instruments, as well as make deferred consideration payments for the transfer of equity instruments to a person resident outside India (a “PROI”) and a person resident in India (with certain conditionalities). At the same time, ambiguity persists as to, whether this flexibility for swap transactions or deferred considerations (as allowed for FDIs) can be extended to FOCCs. On January 20, 2025, the RBI updated the Master Directions (the “Updated Master Directions”), which provided clarifications on certain key aspects in relation to (i) downstream investment through swap of equity instruments, and (ii) deferred consideration in downstream investments, as detailed below. III. Key Updates Regarding Downstream Investments (a)Swap of Equity Instruments In a share swap transaction, generally, consideration is discharged through the issuance or transfer of securities by the acquiring company. This approach alleviates liquidity constraints and enables more effective allocation of resources towards operational needs of the business. Rule 6, and Rule 9A read with Schedule I of the NDI Rules, expressly allows a swap transaction, whereby equity instruments can be issued or secondary shares can be transferred to a PROI in exchange for equity instruments of another Indian company or equity capital of a foreign company, under the automatic route (wherever the sector of the relevant business allows it), subject to other conditionalities that may be applicable basis such sector of the business. Historically, owing to the Guiding Principle, it should have been implied that if a swap of equity instruments is allowed for FDI, it would also be allowed for downstream investments. However, in light of recent scrutiny by the RBI regarding specific swap transactions, several authorized dealer banks (“AD Banks”) had adopted a conservative approach. As per this approach, FOCCs utilizing the swap mechanism for downstream investment would be subject to the government approval route rather than the automatic route. This view seems to have stemmed from Rule 23(4)(b) of the NDI Rules, which states that “for the purpose of downstream investment, the Indian entity making the downstream investment shall bring in requisite funds from abroad and not use funds borrowed in the domestic markets. The downstream investments may be made through internal accruals, and for this purpose, internal accruals shall mean profits transferred to the reserve account after payment of taxes”. The above provision, combined with the RBI’s extensive scrutiny of swaps in downstream investments, seemed to have led to a conservative approach that the consideration for downstream investment should be solely in cash. Following the Updated Master Directions, this conflict has been sought to be resolved. It has now been expressly clarified under paragraph 9 of the Updated Master Directions that investment by way of swap of equity instruments is also allowed for downstream investment, provided that the transaction does not circumvent other provisions of NDI Rules in relation to downstream investment. III. Investment Limits on Deferred Consideration and the FOCC Dilemma Under the NDI Rules, deferred consideration is allowed for FDI under Rule 9(6) of the NDI Rules, which also stipulates that the deferment cannot exceed 18 months from the execution of the principal transaction documents. Furthermore, a PROI can defer, hold back, or place in escrow1 only up to 25% of the total consideration, for matters such as post-closing adjustments, earnouts2, or specific indemnity items under the principal transaction documents. Provided that the consideration paid as a final amount is required to be in adherence to the ‘fair value’ computed as per the pricing guidelines under the NDI Rules. However, in recent years, reports emerged in the media that notices were issued by the RBI for various downstream investments, as regards utilizing deferred consideration in transactions involving transfer of equity instruments, highlighting that such practices were in contravention of legal design of FDI Regime. Due to the regulatory ambiguity and the RBI’s practical approach, a conservative market view emerged, with the belief that FOCCs were prohibited from utilizing deferred consideration for structuring remittances for the purpose of transferring equity instruments. However, the inclusion of paragraph 9 of the Updated Master Directions, in line with the Guiding Principle, has expressly clarified that FOCCs can utilise deferred consideration for transfer of equity instruments. However, it must be noted that any utilisation of deferred consideration arrangement in relation to transfers requires to be explicitly provided under the transaction documents in relation to foreign investments (whether direct or indirect). Additionally, such arrangements should not circumvent the other provisions of NDI Rules in relation to downstream investment. IV. Issues Pending Clarity in Relation to FOCCs (a) Applicability of pricing guidelines and reporting requirements In relation to a transfer of equity instruments by a FOCC, the NDI Rules solely provide clarity on the scenarios where the FOCC is a transferor of equity instruments. In such cases, (i) when the transfer is made to a PROI, compliance with the reporting requirements is mandated and compliance with pricing guidelines is not mandated, (ii) when the transfer is made to a person resident in India, compliance with the pricing guidelines is mandated (that is, the consideration to be paid must not be above a ‘fair value’ computed as per accepted pricing methodology), and the compliance with reporting requirements is not mandated. However, the FDI Regime does not provide clarity for scenarios where an FOCC is a transferee of equity instruments of an Indian entity and lacks the necessary legislative clarity to address this scenario comprehensively. At present, FDI Regime is unclear on: (i) whether for a transfer of equity instruments by a PROI to an FOCC, only reporting requirements are applicable or whether any specific requirements in relation to fair value  exist owing to the pricing guidelines; and (ii) whether for transfer of equity instruments by a person resident in India to an FOCC if reporting requirements are applicable, or if such transaction is solely governed by the pricing guidelines apply (as there is no clear directive on whether the price per equity instrument must meet or exceed the fair value ). Therefore, such transactions are currently evaluated on case-to-case basis by each AD Bank. (b)Practicalities relating to swap of equity instruments through secondary transfers Previously under FDI Regime any swap of equity instruments required an Indian company to undertake ‘fresh issuance of equity instruments’ to a PROI in lieu purchase of equity instruments of another Indian company. A recent clarification3 added to the NDI Rules under Rule 9-A allows for a transfer of equity instruments of an Indian company, through swap transactions (involving equity instruments of an Indian company, or equity capital of a foreign company), subject to other applicable conditions.  Therefore now, in secondary transactions, the consideration for a secondary purchase of shares can be discharged by utilising shares of another entity (whether Indian or foreign). While there is no legislative ambiguity under NDI Rules, since this is a recent change, the manner of implementation and practical challenges around this are yet to be seen. Paragraph 9 of the Updated Master Direction clarifies that the swap of equity instruments as a method for concluding secondary transfers is also available for downstream investments, subject to the FDI regime. Since the Updated Master Directions have just been released, the modalities of implementation remain to be seen. V. Conclusion The Updated Master Directions provide much-needed clarity to the regulatory landscape governing downstream investments in India, specifically addressing certain key areas of ambiguity. While some ambiguities as mentioned above subsist, clarifications by the Updated Master Directions have resolved critical uncertainties by confirming that swap transactions can be used by an FOCC, as long as they comply with the FDI Regime. Similarly, the clarification on deferred consideration gives more flexibility to FOCCs, allowing them to structure transfer of equity instruments basis the said mechanism on deferment of consideration, again, provided they comply with the FDI Regime. This aligns the downstream investment framework with practices already allowed for FDI, making it easier for FOCCs to structure deals with a greater degree of certainty around the regulatory framework governing such investments. Overall, these updates enhance the foreign investment landscape by reducing ambiguity and providing a more predictable framework for downstream investments. This aligns with India's broader goal of becoming a leading destination for foreign investment and compliments its ambition to become a $5 trillion economy. This paper has been written by Anindya Ghosh, Anantha Krishnan Iyer (Partners), Jaidrath Zaveri (Principal Associate) and Shubham Tiwary (Associate). Recent Papers/ Articles January 2025 – The Draft Digital Personal Data Protection Rules, 2025 Key Takeaways – Technology & Data Privacy October 2024 – How NSE settled its case with SEBI – Corporate and M&A October 2024 – Interpretations Regarding ‘Look Out’ Circulars Issued By Investigation Authorities/Agencies – Disputes & ADR September 2024 – Regulating Green Hydrogen Transportation: A Constitutional Conundrum – Energy and Infrastructure September 2024 – Playing By The Rules: Why Self-Regulation Is Best For Fintechs – Finance; Technology and Data Privacy August 2024 - Exclusion Clauses In Contracts Barring A Claim For Damages: A Study On The Enforceability Of Such Clauses In India – Disputes & ADR 1Holdbacks or escrows: To account for potential price adjustments post-closing, investors often defer part of the purchase price by holding it back or placing it in escrow, with any reduction in purchase price deducted from this amount once the final valuation is determined. 2Earnouts: Deferred consideration, often structured as an earnout tied to milestones, aligns the interests of investors and founders, while being more tax-efficient for founders as it is taxed at a lower capital gains rate compared to a cash bonus. 3 Rule 9-A was introduced to the NDI Rules vide Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2024 (August 16, 2024).

We are pleased to share that Argus Partners has advised Infra.Market (a construction materials solutions firm) on raising $121 million in fresh funding at a valuation of about Rs 24,147 crore (nearly $2.8 billion) in pre-IPO funding.

We are pleased to share that Argus Partners has advised Infra.Market (a construction materials solutions firm) on raising $121 million in fresh funding at a valuation of about Rs 24,147 crore (nearly $2.8 billion) in pre-IPO funding.

On January 3, 2025, the Ministry of Electronics and Information Technology, Government of India (“Ministry”) issued the draft Digital Personal Data Protection Rules, 2025 (“Draft Rules”) for public consultation.

We are delighted to announce that Pallavi Kanakagiri has joined Argus Partners' Bengaluru office as a Partner (Equity) in the Private Equity/ Venture Capital and Corporate and M&A practice, effective December 2, 2024.

We are delighted to announce that Aseem Dhawan has joined Argus Partners' Delhi office as a Partner in the Banking and Finance practice, effective November 5, 2024.

We are delighted to announce that Priyanka Shetty has been elevated to Partnership in the Disputes & ADR practice of the Firm, effective November 1, 2024.

We are pleased to announce that Anindya Ghosh (Equity Partner), Ashwin Krishnan (Partner),

We are pleased to announce that Argus Partners has successfully advised Henkel Adhesives India on its captive renewable energy arrangement with CleanMax,

We are delighted to announce that Aayush Kumar has joined Argus Partners' Mumbai office as a Partner in the Corporate and M&A practice including private equity and venture capital, effective September 9, 2024.                                                                                                                      

I.   Introduction Section 73 of the Indian Contract Act, 1872 (“Contract Act”) is a statutory declaration of the right of a party to claim damages for a loss or damage caused by breach of the contract.

We are pleased to announce that Argus Partners has advised Conscient Sports on their landmark collaboration with the Real Madrid Foundation to develop Real Madrid's Educational Football Program for 4,500 students in the Indian cities of New Delhi, Mumbai, Pune, and Bengaluru.

We are pleased to announce that Argus Partners has advised Conscient Sports on their landmark collaboration with the Real Madrid Foundation to develop Real Madrid's Educational Football Program for 4,500 students in the Indian cities of New Delhi, Mumbai, Pune, and Bengaluru.

We are pleased to share that Argus Partners successfully represented the Board of Control for Cricket in India (“BCCI”) before the National Company Law Tribunal (“NCLT”),

We are pleased to share that Argus Partners has advised Whiteboard Capital in relation to its stake sale in Dezerv Investments Private Limited (“Dezerv”) to Premji Invest, Elevation Capital, Matrix Partners (aka Z47) and Accel.

We are pleased to share that Argus Partners has advised Infinx group and its promoters with respect to the primary equity investment by Kohlberg Kravis Roberts (“KKR”).

I.    INTRODUCTION This is the second part of our series on the subject of damages in construction and infrastructure disputes. The first part can be accessed, here.

We are pleased to share that Argus Partners has advised Dalmia Polypro Industries Private Limited (“Dalmia Polypro”) on raising an external commercial borrowing of USD 30 million from United States International Development Finance Corporation (DFC) for establishing a new greenfield recycling facility (“Facility”) in Nashik, Maharashtra.

We are pleased to share that Argus Partners has advised Balrampur Chini Mills Limited (BCML),

It gives us immense pleasure to announce that Nidhi Arya, Rachika Agrawal Sahay and Udit Mendiratta have been elevated to the Firm's Equity Partnership,

We are pleased to share that Argus Partners has advised Zeno Health, a health-tech startup and omnichannel pharmacy platform for generic and branded medicines, on raising $25 Million in its Series C funding round.

We are pleased to share that Argus Partners has advised electric vehicle charging infrastructure startup, Exponent Energy (Exponent Energy Private Limited) on raising $26.4 million in a Series B round led by Eight Roads Ventures.

We are pleased to share that Argus Partners has successfully represented the erstwhile Housing Development Finance Corporation Limited (since merged with HDFC Bank Limited) (‘HDFC’) before the Supreme Court, against Infrastructure Leasing and Financial Services Limited (‘IL&FS’).

In a recent decision, the Calcutta High Court has observed that to ensure that the best competitor is chosen, the process of selection adopted by a public undertaking is required to be transparent.

The National Company Law Tribunal, Mumbai (“NCLT”) using its discretionary powers has recently permitted Prag Distillery, a subsidiary of Indian made foreign liquor manufacturer, Tilaknagar Industries, to move out of the liquidation process and, reinstated the board of directors for management of its operations.

We are pleased to share that Argus Partners has advised Tata Steel Limited on its investment in one of the biggest industrial RTC (Round-the-clock) hybrid renewable power projects in India under Group Captive Regime, being set up by TP Vardhaman Surya Limited (subsidiary of Tata Power Renewable Energy Limited). Tata Steel will invest 26% equity in the said project.

We are pleased to inform that Argus Partners advised Ind Swift Laboratories Limited (ISLL) (a global manufacturer of APIs, Intermediates, and formulations) and its promoters on the sale of its active pharmaceutical ingredients (API) and contract research and manufacturing services (CRAMS) businesses to Synthimed Labs Private Limited (a special purpose vehicle of India Resurgence Fund) for INR 1,650 crores. Argus Partners also advised Essix Biosciences Limited in relation to the sale of its intermediates manufacturing business to Synthimed and an INR 80 crore investment by ISLL in CCPS and NCDs to be issued by Synthimed. Ind-Swift is amongst the top ten independent merchant API businesses in India in size, with two manufacturing sites in Punjab and Jammu, and a combined reactor capacity of ~700 KL catering to both regulated and unregulated markets. The API business has strong market and cost position with diverse therapeutic presence across the US, Japan, Korea, EU, Brazil and India. Ind-Swift reported a consolidated revenue of INR 1,207 Cr and consolidated EBITDA of INR 256 Cr in FY23. India Resurgence Fund is a leading India-focused investment platform promoted by Piramal Enterprises Limited and Bain Capital. Mr. N.R. Munjal, Chairman and Managing Director of Ind-Swift on this occasion said “Ind-Swift is amongst the largest independent API players in India and has had the track recording of developing API molecules with customer centric approach and has created high quality facilities. We are delighted that IndiaRF, which has a pedigree and track record in transforming businesses across varied sectors, will support and invest in the growth of the business. We are grateful to our team and wish them the best to scale the business to newer heights under the IndiaRF’s stewardship.” The transaction team consisted of Abhinav Bhalaik, Armaan Patkar, Aastha (Partners), Mayank Jhunjhunwala (Principal Associate), Tanya Nair, Ayushi Khetan, Aditi Singh Kashyap and Tweesha Gosar (Associates). Read more at: BWLegalWorld  

We are pleased to inform that Argus Partners has advised the Board of Control for Cricket in India (“BCCI”) on the successful auction of TV and Digital Media rights for international and domestic matches of the Indian Cricket Team for September 2023 to March 2028 cycle. The media rights have been acquired by Viacom18 Media Private Limited for a cumulative figure of Rs. 5,963 crores.

We are pleased to inform that Argus Partners has advised Arkam Ventures on their investment in Qikwork Services Private Limited which owns and operates the blue-collar staffing platform, ‘Smartstaff’. Smartstaff has raised $6.2 million as a part of its Series A funding round.

We are pleased to share that Argus Partners has advised an entity forming part of the Conscient Group pertaining to the purchase of industrial building and land measuring 6.6 acres in Gurugram from Benetton India.

In a recent decision, the Calcutta High Court has observed that to ensure that the best competitor is chosen,

The National Company Law Tribunal, Mumbai (“NCLT”) using its discretionary powers has recently permitted Prag Distillery, a subsidiary of Indian made foreign liquor manufacturer,

We are pleased to inform that Argus Partners has advised Arkam Ventures on their investment in Qikwork Services Private Limited which owns and operates the blue-collar staffing platform, ‘Smartstaff’. Smartstaff has raised $6.2 million as a part of its Series A funding round.

We are pleased to inform that Argus Partners has advised Baba Fine Chemical (BFC) and its founders in negotiating and finalizing the purchase agreement in relation to the acquisition of 55% stake in BFC by Ami Organics.

Recently the Indian Parliament approved the Competition (Amendment) Bill, 2022 (“Bill”) which introduces significant changes to the Competition Act, 2002 (“Act”).  

This paper seeks to outline the grounds for, and compliances involved in winding up of an “alternative investment fund” set up as a trust and discusses a few lacunae in the law in this regard and some common practical issues faced by the fund upon winding up.

Recently, a Single Bench of the High Court of Calcutta has delivered a judgment, McLeod Russel India Limited v. Aditya Birla Finance Limited (“McLeod Russel”)[1] in an application under Section 14 of the Arbitration and Conciliation Act, 1996[2] (“Act”).

The draft Digital Personal Data Protection Bill, 2022 (“DPDPB”) was released on November 18, 2022 by the Ministry of Electronics and Information Technology (“MeitY”) for public consultation, pursuant to its withdrawal of the draft Personal Data Protection Bill 2019 (“PDPB  2019”) in August 2022.

On February 3, 2023, the Securities and Exchange Board of India (“SEBI”) issued a consultation paper (“Consultation Paper”) which sought the views of the general public on proposals floated by SEBI for providing options to Alternative Investment Funds (“AIFs”) and their investors to carry forward unliquidated investments of a scheme upon expiry of its tenure under the SEBI (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF Regulations”), while ensuring proper recognition of asset value and fund performance.

Over the years, since the enactment of the Real Estate (Regulation and Development) Act, 2016 (“RERA”), the authorities constituted under RERA (“Authority(ies)”) have adjudicated on various complex issues stemming therefrom. One such issue revolves around the exemptions available to certain real estate projects[1] from being registered under RERA[2].

Digital commerce, over decades, has grown exponentially and reshaped the global business environment and the manner in which buyers and sellers across the globe transact with each other, leading to a fairer marketplace for all businesses, including small businesses, across the globe. This exponential increase in digital commerce was further fueled by the advent of the COVID-19 Pandemic.

Banks and other financial institutions have always been at the forefront of technology usage for their business purposes. This is usually driven by the need to cut costs, make more profits for shareholders and provide better customer service.

We are pleased to inform that Argus Partners has advised Softbank and Tiger Global backed, OfBusiness (a raw material procurement and financing platform for small and medium enterprises), in relation to its acquisition of 100% stake in Koeleman India from Koeleman Foods International B.V.

We are pleased to inform that Argus Partners has advised SaaS buying and management platform, Spendflo and its promoters, on their Series A fundraise of USD 11 million led by Naspers Ventures (Prosus), with participation from Accel, Together Fund and certain other angel investors.

We are pleased to inform that Argus Partners has successfully advised Tega Industries Limited (“Tega”) in obtaining approval from the Kolkata bench of National Company Law Tribunal for the resolution plan submitted for acquisition of McNally Sayaji Engineering Limited (“MSEL”), which was undergoing corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016.

We are pleased to announce that Argus Partners has acted as the legal counsel to Whiteboard Capital Fund in relation to its participation in USD 1.6 million seed funding round of Onwo Trade India Private Limited (which operates a B2B cross-border marketplace to transact and fulfil orders of processed food products from Indian manufacturers under the brand name “ONWO”).

We are delighted to inform that Argus Partners has advised the Board of Control for Cricket in India (BCCI) in the historic Women’s Indian Premier League (WIPL) media rights auction for the 2023‐2027 cycle.

We are pleased to inform that Argus Partners has transformed its equity partnership structure into a ‘Modified Lockstep’ model. The lockstep model adopted by the Firm is based on the principles of transparency, fairness and clarity in progression. The model aims to be open, performance driven yet, accommodative and serve as an instrument of good governance for the Firm.

Non-fungible tokens or NFTs, as they are more popularly known, are digital collectible tokens, unique in form (hence non-fungible) which are verified and secured by a blockchain. NFTs provide and represent the authenticity of origin of an underlying work/item, its ownership, scarcity as well as its permanence.

In November, 2019, in our paper titled, ‘Charting the Shifting Paradigms of Binding Non-Signatories to an Arbitration’ [1], we had analysed the issue, whether a party who was not a signatory to an arbitration agreement could also be bound by such an agreement?

In India, most arbitrations are governed by the Arbitration and Conciliation Act, 1996 (“1996 Act”). However, in certain cases, statutes provide for a statutory mechanism of arbitration where the Act may or may not apply [1]. In the case of the Micro, Small, and Medium Enterprises Development Act, 2006 (“MSME Act”), the same provides for statutory arbitration governed by the MSME Act for resolution of disputes between the parties, with the provisions of the 1996 Act also being applicable to such arbitral process.

To reduce its carbon emissions and give a much-needed boost to the manufacturing and adoption of Electric Vehicles (“EV”), the Government of India, in March 2011, launched the National Mission of Electric Mobility (“Mission”) to promote electric mobility in the country. India also made a firm commitment at the United Nations Climate Change Conference held in Paris on December 12, 2015, to reduce its carbon footprints and revamp the existing energy infrastructure to make it more sustainable and viable.

Any person affected by a cyber security incident is required to mandatorily report such incident to the Indian Computer Emergency Response Team (“CERT-In”) if it is of a specified type. With effect the June 27, 2022, the deadline for such reporting has been fixed at 6 (six) hours of the incident being noticed or being brought to the attention of the concerned person. This paper analyses this new rule and its impact and compares it against similar rules for reporting cyber security incident across the world.

The Employees Provident Funds Miscellaneous Provisions Act, 1952 (“EPF Act”) was enacted as a statute keeping in mind the Directive Principles of State Policy enshrined under Articles 38 and 43 of the Constitution of India to ensure social security for the employees working in an establishment. Whilst the EPF Act has an in-built mechanism to protect the interests of the employees from erring employers failing to pay their relevant contribution, priority of such dues assumes different dimension when the company is undergoing corporate insolvency resolution process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 (“IBC”).

The issue or transfer of equity shares or other securities invariably involves the valuation of the underlying company. The principles and rules for valuing companies lie at the intersection of law and accounting. Various statutes and regulators are involved in this crucial activity. Company law seeks to ensure that companies do not shortchange their existing shareholders by issuing securities below their fair market value. The Reserve Bank of India has issued a number of rules and regulations under the Foreign Exchange Management Act, 1999 to staunch the outflow of foreign exchange on account of non-residents underpaying for Indian securities or selling Indian securities to Indian residents at prices exceeding their fair market value. The Securities and Exchange Board of India endeavours to prevent investors, especially retail investors, from being offered securities at a value higher than the applicable fair market value. Income tax authorities too have an interest in ensuring fair valuation of securities that are issued or bought and sold, to prevent tax evasion. This paper delves into the myriad laws, rules and regulations that are at play, in relation to the valuation of companies.

Argus Partners has acted as the legal counsel to Piramal Capital and Housing Finance Limited in connection with its investment in fintech start-up, ‘EarlySalary’.

Argus Partner has acted as the legal counsel to Phoenix Mills Limited in its successful bid to acquire 5.6 acres of mixed-use plot in the prime location in Alipore, Kolkata.

Argus Partners has acted as the legal counsel for MedGenome, a Bengaluru based genetic diagnostics, research and data company, in its USD 50 million Series D fund raise, led by Novo Holdings.

Argus Partners has acted as the legal counsel for Together Fund in data privacy start-up, Privado`s, fundraise of $14 million (~Rs. 111 crore) in its Series A round.

Introduction Signing of confidentiality agreements to protect confidential information is common practice. However, what happens when there is no such confidentiality agreement? Is confidentiality of confidential information required to be maintained even if there is no express contract, or is a written contract necessary to protect confidentiality? This is the question that is explored in this paper.

While the world is grappling with the outbreak of the novel coronavirus (Covid-19), the lockdowns and restrictions that have been imposed to contain this pandemic, have brought businesses to a grinding halt. In such unprecedented times, when the wheels of global and regional supply chains are clogged, it becomes imperative to have a relook at all existing contractual arrangements, so that bullets of breaches and damages may be dodged in time.

These are extraordinary times. People are unsure as to when pandemic created by the novel coronavirus (Covid-19) would cease and the normalcy would return. With the vast majority of the labour force having returned to their homes, most factories across the country have either suspended operations or operating significantly below their stated capacity. The economic burden will be staggering and establishments shall have to take a relook at their wage cost. The present FAQs is an attempt to explain the extant labour specific laws in a simple manner to the countless employers, who are searching for solutions for various issues.

The Securities and Exchange Board of India (“SEBI”) issued circular no. SEBI/HO/IMD/DF6/CIR/P/2020/24 dated February 5, 2020 (“Circular”) that introduces standard templates for alternative investment funds’ (“AIF”) private placement memorandums (“PPM”), annual audits of compliance with the terms of the PPM and mandatory performance benchmarking for AIFs with provisions for additional customised performance reporting. An overview of the key changes introduced by the Circular can be found here. This note discusses a few issues arising out of the Circular.

Section 230 of the Companies Act, 2013 (“Companies Act”) sets out the process for a scheme of arrangement between a company and its creditors and shareholders (“Scheme”). Such Schemes have to be approved by the National Company Law Tribunal (“NCLT”).

The mining industry has historically been one of the more heavily regulated industries in India, with a strong legal and regulatory structure governing the same. With a view to leverage this market and to ensure continuity in mining operations, the Mineral Laws (Amendment) Ordinance, 2020 (the “Ordinance”) was promulgated on January 10, 2020.

On February 5, 2020, the Securities and Exchange Board of India (“SEBI”) issued a circular (“Circular”) introducing significant changes to the existing legal regime concerning alternative investment funds (“AIFs”). AIFs are privately-pooled investment funds which collect funds from investors, whether Indian or foreign, for investing in accordance with a defined investment policy for the benefit of the investors. AIFs are governed by the SEBI (Alternate Investment Fund) Regulations, 2012 (“AIF Regulations”).

Imagine for a moment that traffic rules required every motorist and pedestrian to self-report any violation of traffic rules. If you violate any traffic rule, you have to inform the traffic police by filing an online report within 12 (twelve) hours of the violation. After you report, you will receive a suitable punishment, which could be a fine or imprisonment or both. The traffic police department may also publicise your violation, at its discretion, either by posting details of your violation on the traffic police department’s website or by ordering you to stick a notice containing details of your violation on an outer wall of your dwelling or both. In case you fail to report and your violation is detected through any other means, be it a security camera or on account of any other motorist or pedestrian reporting an incident, you shall also, in addition to the penalty for your violation, be penalised for the failure to report.

A blockchain, as its name suggests, is a virtual chain made of blocks, where each block contains information.