By way of an order dated December 17, 2021, the Competition Commission of India (“CCI”) has fined Amazon.com NV Investment Holdings LLC (“Amazon”) an amount of INR 200 crore for suppression of facts in its application to the CCI for approval of its proposed acquisition of 49% of the shares of Future Coupons Private Limited (the “Amazon Acquisition”). The CCI has also directed Amazon to file a fresh application for approval of the Amazon Acquisition and stated that until disposal of the fresh application to be filed by Amazon, the earlier approval order of the CCI shall “remain in abeyance”.
This note analyses this decision of the CCI, including the basis for the CCI’s suspension of its approval and Amazon’s internal material considered by the CCI.
We are pleased to share the India chapter of the Global Investigations Review’s Guide on International Enforcement of the Securities Laws (First Edition). The India chapter has been authored by Niti Dixit, Shahezad Kazi, Dhruv Nath and Zahra Aziz with assistance from Muizz Drabu and Gladwin Issac, all lawyers at S&R. The India chapter provides information on relevant statutes and the government authorities responsible for investigating and enforcing them, conduct most commonly the subject of securities enforcement, and legal issues that commonly arise in enforcement investigations in India.
On September 28, 2021, the Securities and Exchange Board of India (the “SEBI”) approved certain changes to regulations governing related party transactions involving listed entities under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). The changes were announced in a press release dated September 28, 2021. Subsequently, the SEBI amended the Listing Regulations on November 9, 2021 (the “Amendment Regulations”). This note sets out an overview of the amendments introduced by the Amendment Regulations, most of which will take effect from April 1, 2022, with certain provisions taking effect from April 1, 2023. While these amendments will require increased monitoring and compliance by listed entities, clarifications have also been provided to ease compliance. Overall, these amendments are expected to strengthen oversight of related party transactions involving listed entities in India.
The recent controversies involving Zee Entertainment and Dish TV both involve investors holding significant stakes attempting to convene general meetings of shareholders. Through such meeting, the investors seek to replace certain directors on the existing boards. In both cases, the existing boards of directors have declined to convene such meetings. In this context, we first consider a purely legal question related to the circumstances under which can a company’s board decline a request from the company’s shareholders to convene a shareholders meeting. We then consider whether the grounds on which the boards of Zee Entertainment and Dish TV have rejected the investors’ requests are valid.
Recently, pursuant to its decision in Ebix Singapore Private Limited v Committee of Creditors of Educomp Solutions Limited and Anr., the Supreme Court of India extensively analyzed the status of a resolution plan approved by the Committee of Creditors but pending approval of the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016. The Supreme Court observed that such a resolution plan binds the Committee of Creditors and the Resolution Applicant and reinforced the strength of the decision of the Committee of Creditors in favor of a resolution plan. The Supreme Court also, once again, clarified the scope of scrutiny, at the stage of approval of a resolution plan, by the National Company Law Tribunal and consequently by the National Company Law Appellate Tribunal.
Recently the Standing Committee on Finance in a report placed before the Parliament on August 3, 2021 proposed a Code of Conduct for the Committee of Creditors in a corporate insolvency resolution process under the Insolvency and Bankruptcy Code. Following such report, the Insolvency and Bankruptcy Board of India has published a discussion paper on August 27, 2021 which includes, among other things, a draft Code of Conduct. This note considers an alternative approach for such a Code of Conduct.
We are pleased to announce that Rachita R. Bhat, Raunaq Bahadur Mathur, Dhruv Nath, Lakshmi Pradeep and Abhishek Tewari have been designated as retained partners at S&R Associates. We are also pleased to announce that Kanika Khanna has been designated as counsel at the Firm.
The recent amendment to the Insolvency and Bankruptcy Code, 2016 (“IBC”) replaces an ordinance promulgated earlier this year, and provides for a pre-packaged insolvency resolution process (“PIRP”) for micro, small and medium enterprises (“MSMEs”). The PIRP comes in the backdrop of the financial stress caused by COVID-19 and aims to cause minimal disruption to business and to ensure job preservation. While the PIRP is well intended, how effective it will be in resolving stress on corporate debtors in the MSME sector will come down to how it is implemented and if required, fine tuning its design.
In the last decade the digital sector has witnessed tremendous growth – while this has given rise to new business models, opened up new markets, and unlocked significant efficiencies, it has also raised concerns that tech giants may use the excessive amounts of user data they hold, to influence digital markets to their advantage. However, there are also apprehensions regarding the use of competition law (instead of privacy and consumer legislations) to address such concerns. This note provides a brief overview of the existing legal framework on data privacy in India, analyses the CCI’s decisional practice in this regard, and suggests an appropriate way forward for the CCI on this matter.
By an order dated July 19, 2021, the National Company Law Appellate Tribunal (the “NCLAT”) stayed the operation of the order of the National Company Law Tribunal (the “NCLT”) which had approved a resolution plan in relation to the Videocon group. In staying the operation of the NCLT’s order, the NCLAT appears to have been influenced by the observations of the NCLT on two points, a substantial haircut and a breach of confidentiality. Apart from these two points, this note considers a possible shortcoming in the NCLT order in relation to treatment of dissenting creditors.