S&R Associates

On February 23, 2024, the Orissa High Court allowed the arrest of a vessel, M.V. Debi (IMO 9616735, “Vessel”) in an admiralty suit[1] filed by Paradip International Cargo Terminal Pvt. Ltd.

The Supreme Court of India, in its recent judgment in Rewa Tollway P. Limited v. the State of Madhya Pradesh[1] (“Rewa Decision”),

The Supreme Court of India, in its recent judgment in Rewa Tollway P. Limited v. the State of Madhya Pradesh[1] (“Rewa Decision”),

On February 23, 2024, the Orissa High Court allowed the arrest of a vessel, M.V. Debi (IMO 9616735, “Vessel”) in an admiralty suit[1] filed by Paradip International Cargo Terminal Pvt. Ltd.

We are pleased to announce that Shivani Khandekar has joined S&R Associates as a retained partner in the Firm’s New Delhi office, and is joined by associates Gokul Holani and S.M. Shriram Kashyap.

Obtaining a final decision for a monetary claim can be an exhausting and long drawn-out process in an Indian court.

Introduction In the backdrop of India’s ambitions to achieve its net zero emissions target by 2070, India has been following a mix of strategies, which include clean energy transition and energy use efficiency methods.

The Indian mutual fund industry has experienced significant growth in recent years,

In a share swap transaction, consideration is discharged through the issuance or transfer of securities by the acquiring company, rather than cash.

On April 17, 2020, the Department for Promotion of Industry and Internal Trade (“DPIIT”) issued the Press Note No. 3 (2020 Series) (“PN3”) with the primary objective of “curbing opportunistic takeovers and acquisitions of Indian companies due to the COVID-19 pandemic”.

Google recently acknowledged in a 2024 environmental report that its 2030 net-zero goals were at risk because of developments related to artificial intelligence (“AI”).

The Direct Tax Vivad se Vishwas Scheme, 2024 (“VSV Scheme, 2024”) has been proposed in the Finance (No. 2) Bill, 2024.

We are pleased to announce that Avikshit Moral will be joining S&R Associates as a retained partner in the Firm’s Mumbai office. He will be joined by associates Mahek Chheda, Preeti Dhar, Khushbu Goyal, Komal Pandey and Shaunak Deshpande. Avikshit Moral’s practice focuses on the real estate sector. He advises real estate funds, financial institutions and developers on matters relating to land acquisition, title diligence, development of real estate projects, joint development arrangements, real estate financing, leasing and contractual arrangements in the real estate sector. He also advises clients on foreign investment and RERA related issues. Avikshit’s expertise spans most real estate asset classes, including offices, warehouses, industrial parks, hotels, integrated townships and prime residential properties. Avikshit received an LL.B. from the University of Mumbai in 2008. His prior experience includes working with IndusLaw in Mumbai, where he was a partner. S&R Associates has offices in New Delhi and Mumbai with approximately 140 lawyers, including 40 partners and counsel. The Firm’s practices include mergers and acquisitions; capital markets; private equity; InvITs, REITs and business trusts; investment funds; litigation and arbitration; anti-corruption, fraud and investigations; banking and finance; restructuring and insolvency; projects, infrastructure and energy; corporate governance and ESG; competition/antitrust; real estate; tax (direct and indirect); international trade; intellectual property and data privacy; employment; regulatory; and general corporate. Author: S&R Associates

In a landmark judgement delivered in March 2024, in MK Ranjitsingh & Others vs. Union of India & Others,

A robust arbitration clause is necessary to ensure an enforceable framework for dispute resolution in any contract.

We are pleased to announce that Aakanksha Joshi will join S&R Associates on August 19, 2024, as a retained partner in the Firm’s Mumbai office.

Transparency and disclosure are the basic tenets of any efficient securities market.

“Coerced voting” as understood in the US context, refers to situations where controlling shareholders compel other public shareholders to vote in a predetermined manner in relation to a specific matter.

On June 27, 2024, the Board of the Securities and Exchange Board of India (the “SEBI”) approved certain proposals to amend India’s existing legal framework governing delisting of equity shares from public markets (“Proposed Amendments”).

We are pleased to announce that Aparna Ravi will join S&R Associates on July 1 as a retained partner in the Firm’s Mumbai office.

We are pleased to announce that Abhishek Singh has joined S&R Associates as counsel based in the Firm’s Mumbai office.

We are pleased to announce that Abhishek Singh has joined S&R Associates as counsel based in the Firm’s Mumbai office.

Introduction Increased use of artificial intelligence (“AI”) systems, including for the purpose of developing new technologies and inventions, has brought forth several questions regarding the protection and enforcement of such inventions.

We are pleased to announce that our New Delhi office has relocated to Max House. Please update your records to reflect our new address:

We are pleased to announce that Oishika Dasgupta, Akshat Kulshrestha, Meher Mehta and Kinnari Sanghvi have been designated as retained partners at S&R Associates.

Trading in the stock markets is usually based on the investment strategy of “Buy Low, Sell High”.

Nations across the globe have announced their net zero targets and other climate action commitments. Each country is pursuing its own pathway to achieve the net zero goal considering the resources available to it.

Semiconductors or ‘chips’ are the building blocks of electronic devices and are used in a variety of electronic devices from cars to drones as well as smartphones and computers and across various sectors,

There is a rising interest in satellite-based connectivity in the Indian market among internet service providers.

India continues to consistently experience growth in inflow of foreign direct investment (“FDI”).

In a world characterized by geopolitical shifts and heightened national security concerns, the realm of foreign investments is undergoing a profound transformation.

'Deepfakes’ refer to synthetic media content created using artificial intelligence (“AI”) techniques.

INTRODUCTION Compulsorily convertible debentures (“CCDs”), as the type suggests, are debentures that are compulsorily convertible into equity shares.

We are pleased to announce that Reshma (Vaidya) Gupte has joined S&R Associates as counsel based in the Firm’s Mumbai office.

Foreign buyers looking to acquire or invest in Indian companies are challenged with known and unknown risks similar to other jurisdictions. However, certain aspects of India’s exchange control rules, occasions of retrospective changes in law,

In recent weeks, India’s space endeavors have garnered international attention, including on account of the successful soft-landing of Chandrayaan-3 near the lunar south pole, followed by the launch of Aditya-L1 to study the solar atmosphere.

In common parlance, transactions entered in the “ordinary course of business” include transactions carried out in the day-to-day course of business to further the company’s business, in line with its charter documents. Black’s Law Dictionary defines ordinary course of business as “normal routine in managing trade or business”.

In the last few years, several Indian companies shifted their ownership structure outside India due to a host of reasons,

Background It appears that the Ministry of Electronics and Information Technology (“MeitY”) will soon make ready a draft bill for the ‘Digital India Act’ (the “Proposed DI Act”) for public/industry review,

The Insolvency and Bankruptcy Code, 2016 (“IBC”) prescribes an order of priority in which debts owed by the corporate debtor are required to be paid in case of resolution or liquidation.

We are pleased to announce that Meher Mehta and Oishika Dasgupta have been designated as counsel at S&R Associates.

On February 22, 2023, the Securities and Exchange Board of India (“SEBI”) released a consultation paper on, among other things, amendments to the underwriting framework applicable to public offerings under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”). On March 29, 2023, changes were approved by the SEBI Board and such amendments became effective on May 23, 2023, pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 (the “ICDR Amendment”).

The Ministry of Corporate Affairs (“MCA”) notified Section 234 of the Companies Act, 2013, as amended (the “Companies Act”), and Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as amended (the “Companies Merger Rules”), on April 13, 2017, to permit merger and amalgamation of a foreign company with and into an Indian company and vice versa. Further, the Reserve Bank of India (“RBI”) notified the Foreign Exchange Management (Cross Border Merger) Regulations, 2018, as amended (“FEMA Merger Regulations”), on March 20, 2018, to address the gaps in the existing framework from a foreign exchange perspective.

We are pleased to announce that Ajinkya Gunjan Mishra has joined S&R Associates as a partner based in the Firm’s New Delhi office, and is joined by associates Avani Tewari and Tarusha Airan.

With 10 million new homes required to be built every year to keep pace with Indian housing demand, significant opportunities exist with regard to establishing new techniques in climate-responsive construction. Within this market, green buildings[1] have immense investment potential for both residential and commercial use. 

The Securities and Exchange Board of India (“SEBI”) issued amendments on February 14, 2023, to the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) and the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 (“REIT Regulations”).  These are primarily governance-related requirements and apply to all infrastructure investment trusts (“InvITs”) and real estate investment trusts (“REITs”), including those planning a listing.

The road transportation sector accounts for a significant proportion of global emissions, making electric vehicles (“EVs”) a key focus area, including in India’s union budget announced a few days ago (the “Budget”). Meanwhile, the Indian government remains committed to its national mission on transformative mobility and battery storage (the “E-Mobility Mission”).[1] Over the last few years, a plethora of EV-related policies and laws has been introduced, spanning several discrete pivots, such as in respect of: (1) local manufacturing, (2) emissions and waste reduction, and (3) charging infrastructure and batteries. Accordingly, this note aims to highlight some of the key initiatives undertaken by the government in the Indian EV sector, along with existing concerns and future opportunities in such sector. 

Introduction Last year, in India’s Union Budget for the present fiscal, the country’s finance minister had announced[1] that the Reserve Bank of India (“RBI”) would issue ‘sovereign green bonds’ (“SGrBs”) for the purpose of mobilizing resources for green infrastructure, and the proceeds from such bond issuance would be deployed in public sector projects to reduce the carbon intensity of the economy. Accordingly, the framework (the “SGrB Framework”)[2] and indicative issuance calendar[3] with regard to the SGrBs were released on November 9, 2022 and January 6, 2023, respectively. Consistent with global practice, India’s SGrB Framework is based on the green bond principles (“GBPs”) of the International Capital Market Association (“ICMA”), as updated through June 2022.[4] 

On August 22, 2022, the Ministry of Finance and Reserve Bank of India (the “RBI”) introduced a new overseas investment regime comprising of Foreign Exchange Management (Overseas Investment) Rules, 2022 (the “OI Rules”), Foreign Exchange Management (Overseas Investment) Regulations, 2022 (the “OI Regulations”) and Foreign Exchange Management (Overseas Investment) Directions, 2022 (the “OI Directions”) (collectively, the “Revised Framework”) in supersession of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 (the “FEMA 120”) and the Foreign Exchange Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015 (collectively, the “Old Regime”).

While presenting the Union Budget this year, the Indian Finance Minister had announced the government’s intention to issue ‘green bonds’ [1] with a sovereign rating, the proceeds of which would be used to finance a variety of public-sector green infrastructure projects. According to recent media reports, [2] it appears that the government is about to finalize the framework for such sovereign issuance, including for the purpose of identifying projects/sectors that will qualify for funding.

We are pleased to announce that William Vivian John has joined S&R Associates as a partner based in the Firm’s Mumbai office, and is joined by associates Siddhi Kudalkar, Riyan Vatcha, Arunima Vijay, Chirali Jain and Shubhangi Rai.

A recent Delhi High Court judgement, issued on August 29, 2022 (the “August verdict”),[1] set aside an arbitral award rendered in 2015 by the International Chamber of Commerce (“ICC”)[2] in respect of the protracted Antrix-Devas dispute. While the August verdict is being hailed as a significant win for the Indian government, it also presents an opportunity for India to figure out how to avoid such situations in the first place. As the traditional divide between capital-exporting and capital-importing countries continues to blur, it is now time that India started identifying itself as a key player in the international investment system (and its corresponding dispute resolution regime) – rather than playing defense.

On August 22, 2022, the Government of India issued the much-awaited revised rules, regulations and directions applicable to overseas investments by Indian entities and individuals. These include: (i) the Foreign Exchange Management (Overseas Investment) Rules, 2022 (the “Overseas Investments Rules”) issued by the Ministry of Finance, Government of India; (ii) the Foreign Exchange Management (Overseas Investment) Regulations, 2022 (the “Overseas Investments Regulations”) issued by the Reserve Bank of India (the “RBI”); and (iii) the Foreign Exchange Management (Overseas Investment) Directions, 2022 (“Overseas Investments Directions”) issued by the RBI. The Overseas Investments Rules, the Overseas Investments Regulations and the Overseas Investments Directions are hereinafter collectively referred to as the “New Regime”.

We are pleased to announce that Swapneil Akut, Raya Hazarika and Pratichi Mishra have been designated as retained partners at S&R Associates.

On August 5, 2022, the Competition (Amendment) Bill, 2022 (the “Bill”), to amend the Competition Act, 2002 (the “Competition Act”), was introduced in the Indian Parliament. The timing of approval of the Bill, and its coming into effect, is uncertain at present.

On June 30, 2022, the Securities and Exchange Board of India (“SEBI”) issued a circular amending the quarterly shareholding pattern disclosed by listed entities in India (the “2022 Circular”). This amended an earlier SEBI circular dated November 30, 2015 (the “2015 Circular”). The 2022 Circular comes into force with effect from the quarter ending September 30, 2022. Listed entities are required to submit their shareholding pattern to the stock exchanges within 21 days of the end of each quarter in formats prescribed under the circulars.

The need for addressing Environmental, Social and Governance (“ESG”) related aspects, has never had more prominence than now. There is growing recognition of the financial and economic impacts of ESG risks across the globe. ESG is also attaining significance as the investors are increasingly relying on ESG as an important metric to guide their investment decisions. Internationally, regulators and enforcement agencies are taking greater cognizance of ESG related issues and a more stringent view of non-compliances or greenwashing by any business regarding their ESG credentials.

India has witnessed a significant increase in institutional shareholder activism over the past few years. As a consequence of the rapid rise in shareholder activism, there has been much greater focus on the rights of minority shareholders in relation to a company. In this context, the judgment of the division bench (“Division Bench”) of the Bombay High Court (“High Court”) on March 22, 2022 in Invesco Developing Markets Fund v. Zee Entertainment Enterprises Limited addresses two key issues: (i) the statutory right of shareholders to call a shareholders’ meeting and (ii) the appropriate judicial forum for such shareholder disputes.

By an order issued on January 14, 2022, the United States District Court, Northern District of California allowed the Securities Exchange Commission (“SEC”) to proceed on the misappropriation theory of insider trading in its “shadow trading” complaint against Matthew Panuwat.[1] The SEC had alleged that Panuwat used confidential information about the acquisition of his employer, Medivation, to buy options in another publicly traded company and Medivation’s peer, Incyte and that such material non-public information made Incyte a more valuable acquisition target.