JAN 2023

FEB

YOU’RE INVITED
The week of March 20 is shaping up to be a big one for India’s Meanwhile, the In-house Legal Summit has broadened
legal community. That week ALB plans to host two market- from merely focusing on India to covering the Asian region,
leading events in Mumbai, first the 5th Annual ALB India including sessions on M&A and FDI in 2023. There are also
Law Awards 2023 on March 22, and then the ALB Mumbai useful updates on laws that impact all in-house counsel, such
In-house Legal Summit 2023 on March 23. The awards, as the Personal Data Protection Bill, 2019 and the Competition
held at the prestigious Taj Mahal Palace Hotel, will as always Bill, 2022, as well as an in-depth look at compliance and risk
bring together the best private practitioners and in-house hotspots. You will also hear from leading corporate legal
legal teams from across India to showcase their exceptional department heads on how to work effectively and embrace
achievements and outstanding performance. It boasts a innovation as a small legal team, with speakers from as far
number of new categories, including Fintech Lawyer of the afield as Singapore and Hong Kong. All in all, this promises
Year, Fintech In-House Team of the Year, Fintech Law Firm of to be incredibly valuable for in-house counsel.
the Year, and International Trade Law Firm of the Year. Apart We hope to see you at one or both events in Mumbai.
from all of that, of course, the night of celebration provides Please contact Krupa Dalal at the email address provided
excellent networking opportunities. on this page to see how you can attend. – R ANA JIT DAM

Amantha Chia Ranajit Dam Sachin Dave

Head of Legal Media Business,
Managing Editor Asia Editor
Asia & Emerging Markets
ranajit.dam@tr.com sachin.dave@tr.com
amantha.chia@tr.com

Bingqing Wang Rowena Muniz John Agra Rozidah Jambari Krupa Dalal
Sales Manager
Rankings Editor Copy & Web Editor Senior Designer Traffic / Circulation Manager
krupa.dalal@tr.com
bingqing.wang@tr.com rowena.muniz@tr.com john.agra@tr.com rozidah.jambari@tr.com
(91) 87 7967 7503
 In the spotlight

ALB INDIA
RISING STARS 2023
ALB INDIA
Ritika Agarwal, 33
LexOrbis

Vaneesa Agrawal, 35
Thinking Legal
RISING STARS 2023
Jafar Syed Alam, 38 India’s legal industry continues to witness the up-and-coming
Trilegal
lawyers who stand out with their high standard of service and
Gaurav Arora, 33 outstanding skills. In this list, ALB showcases lawyers under the
JSA (erstwhile J. Sagar Associates)
age of 40 who are making their mark in the country’s legal market.
Sahil Arora, 31 The list is in alphabetical order and some lawyers have been profiled.
Saraf and Partners

Dipika Batheja, 33
Agrud Partners LI ST BY A S I A N L E G A L B US I N E S S , T E X T BY B I N G Q I N G WA N G

Abhinav Bhalaik, 37
Argus Partners
Akash Dixit, 30, Dixit has built on extensive expertise
Vaibhav Bhardwaj, 37 managing associate, in handling patent portfolios for major
IndusLaw
LexOrbis OEMs in the field of automotive/heavy
Vinay Butani, 36 Akash Dixit, a regis- machinery, electrical equipment/appli-
Economic Laws Practice (ELP) tered Indian patent ance, and computer hardware/software,
agent, has nearly nine particularly on the subject matters of
Apoorva Chandra, 37
Sarthak Advocates and Solicitors years of experience as electric vehicles, hybrid/alternative fuel
a patent consultant in prominent multi- engines, fuel cells, IOTs, autonomous
Ashish Chandra, 36 national companies and law firms. systems, augmented reality (AR), virtual
DSK Legal
He graduated from Manipal Institute reality (VR), automotive artificial intelli-
Shreya Dalal, 33 of Technology with a bachelor’s degree gence (AI), image processing, vehicular
Mansukhlal Hiralal & Company in automobile engineering. He is also a automation, elevator systems, HVAC,
law graduate and holds a postgraduate lighting systems, earthmoving equip-
Vihan Dang, 32
Mason and Associates diploma in IPR from the National Law ment, fire safety systems, automo-
School of India University, Bengaluru. tive transmission systems, pneumatic
Akash Dixit, 30 Dixit works closely with several and hydraulic systems, and digital
LexOrbis
domestic and international clients in manufacturing.
Diya Gabija, 38 planning, protecting, and enforcing His experience in drafting patent
ALMT Legal their patent portfolios. He specializes in applications, design applications and
patent analytics, patent drafting, patent patent prosecution before USPTO, EPO
Ankit Guha, 36
Argus Partners prosecution, pre-grant and post-grant and IPO has been widely acclaimed
oppositions, invalidation/infringement among his peers. The patent applica-
Alok Jain, 37 opinions, and patent filing strategies. tions handled by him span across the
Economic Laws Practice (ELP)
He has also helped various start- mechanical, software-based, and elec-
Sachit Jolly, 38 up companies to build their IP portfo- tronics domains.
DMD Advocates lios from scratch and provided product He is also an expert in patent-
licensing and enforcement advice. He ability, knock-out, validity, infringe-
Abhay Joshi, 38
Economic Laws Practice (ELP) regularly interacts with inventors in ment, and freedom-to-operate search
brainstorming sessions to set out the searches patent landscape, and tech-
Praneet Kaur, 27 details of the inventions and envisage nology categorisations across various
Alaya Legal
additional embodiments from a patent- patent databases and non-patent data-
ing perspective. bases.

2 ASIAN L EG AL BUS INES S – IND IA E- MAG A ZINE JA N UA RY- F E BRUA RY 20 23

 Manisha Paranjape, Deepak Suneja, 34,
36, partner, Dhaval partner, NITYA
Vussonji & Associates Tax Associates Kriti Kaushik, 33
Shardul Amarchand Mangaldas & Co
An established expert Deepak Suneja, an
in real estate and accomplished indirect Ajay Kumar, 32
banking & finance, taxation specialist, has Gravitas Legal
Manisha Paranjape ascended to the part- Sowmya Kumar, 38
has spent more than a decade in the ner position at the young age of 30 within IndusLaw
industry and is one of the first members a span of five years at NITYA Tax Associ-
of Dhaval Vussonji & Associates. ates and leads a team of highly quali- Laksh Kundlas, 35
SPN Legal
Paranjape has extensive experience fied professionals comprising chartered
in handling major real estate transac- accountants and lawyers. Shantanu Malik, 38
Hammurabi and Solomon Partners
tions and advising leading developers Throughout his legal career of over
in Mumbai on the acquisition of prime 11 years, Suneja has dealt with various Sanika Mehra, 34
properties. She is particularly special- complex indirect taxation issues, struc- Saga Legal
ised in title diligence, mitigation of risks tured business models, and advised
Sheetal Mishra, 32
highlighted therein, joint development on supply chain in relation to indirect ALMT Legal
and redevelopment of lands, sales and taxes.
licensing of premises, leasing of premises One noteworthy case that Suneja Saloni Mody, 35
DSK Legal
and foreign direct equity investment in has acted for was Heinz India v. CCE, in
real estate projects in India. which he successfully argued before the Sheena Ogra, 34
She also represents funds, NBFCs, CESTAT on the highly complex issue of Ahlawat & Associates (A&A)
banks and other investors in debt fund- unjust enrichment and obtained a rare
Manisha Paranjape, 36
ing and investments in real estate enti- decision wherein the court ordered Dhaval Vussonji & Associates
ties, as well as loan transactions involv- in favour of taxpayer despite that no
ing term lending, consortium lending, amount was reflected as recoverable in Abhishek Parekh, 35
Shardul Amarchand Mangaldas & Co
issuance of debt securities, and apart- the company’s books of accounts.
ment funding. He also consistently supervises the Roma Priya, 35
Her unique blend of expertise in both team to offer well-devised solutions to Burgeon Law
the real estate and banking sectors has relieve clients’ tax-related concerns. He
Sarika Raichur, 39
allowed her to better understand the recently guided a client engaged in the Luthra and Luthra Law Offices
ramifications of business. business of sale and purchase of land/
Among her most notable matters, independent plots on the legal position Christopher Rao, 34
K Law (Krishnamurthy & Co)
Paranjape has advised Piramal Realty involving the GST implications on perma-
on the acquisition of a prime plot on nent transfer of easement rights through Urfee Roomi, 29
Worli Seaface for a private residence analysing the definition of “land” pro- Sujata Chaudhri IP Attorneys
and a property next to Byculla Zoo for vided under related legislations and
Sumit Roy, 36
development as a luxury residential pro- jurisprudence. Claritas Legal
ject; represented Shapoorji Pallonji for Besides his routine legal work,
acquisition of shares for the joint venture Suneja leads the updates team respon- Rashi Saraf, 37
IndusLaw
development of a project at BKC; and sible on keeping the firm informed on
assisted Guardians Real Estate Advisory recent changes and developments in Nadiya Sarguroh, 32
in setting up a development manage- indirect tax laws including a weekly MZM Legal
ment joint platform with Kotak India Real booklet on legal precedents.
Vidushpat Singhania, 38
Estate Fund – VIII. He is also an active contributor on Krida Legal
“Manisha is a versatile and seasoned reputed tax portals and leading online
legal professional with extensive experi- journals to share his insights on varied Deepak Suneja, 34
NITYA Tax Associates
ence in advising on all aspects of real Indirect Tax and Legal Metrology issues.
estate law, with diverse knowledge in real Puneet Bansal, managing partner of Anubhav Tiwari, 34
estate transactions ranging from acqui- the firm, speaks highly of Suneja as “an Sarthak Advocates and Solicitors
sition, development, and due diligence important pillar in the firm’s growth”,
Navruz Vakil, 35
to funding. Manisha has been our key and adds that “His ability to consistently Shardul Amarchand Mangaldas & Co
advisor on several of our transactions understand complex Indirect Tax issues
and we can always count on her for her and provide out-of-box tax efficient solu- Abhay Vohra, 36
Burgeon Law
pragmatic approach and solution-based tions is unparalleled and sought after by
legal advice,” says a client of hers. our clients.”

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DESTINATION: SINGAPORE
Indian billionaires and ultra-high-net-worth individuals (UHNWIs) are increasingly looking at Singapore
to set up family offices due to a stable economy and a diverse set of benefits. And as India’s economy
continues to grow, this trend is likely to gain momentum. BY SACHI N DAV E

Mukesh Ambani, India’s richest man with “By holding and managing their and London, Singapore has traditionally
a net worth of $83.6 billion, recently set wealth offshore in a politically stable been one of the preferred locations and
up his family office in Singapore. This jurisdiction with a strong regulatory recently it has been gaining traction.
has underscored a trend among wealthy framework such as Singapore, Indian According to government estimates, Sin-
Indian families moving their assets to families can protect their wealth from gapore has the largest number of family
Southeast Asian countries, and look- domestic uncertainties. Establishing a offices in Asia, with over 700.
ing for ways to protect and grow their family office in an international finan- “Stable and pro-business policies
wealth. cial centre also provides greater ease of and generous tax incentives schemes
This trend of more wealthy fami- access to the global markets and invest- enhance Singapore’s well-developed
lies setting up control of their wealth ment opportunities,” Sim adds. infrastructure,” says Yi Lee, managing
in Singapore underscores the growing Some of the factors also have to do associate at Stephenson Harwood.
importance of global markets for large with India’s own challenges. “Doing busi- Taxation is one key reason to set up
economies. Wealthy Indians are opting ness in India requires a specific skill set a family office in Singapore. While India’s
to set up their family offices overseas to and has its own limitations, with India hav- corporate tax rate is 30 percent, Singa-
hedge against geopolitical, policy and ing limited capital account convertibility. pore’s is just 17 percent. More than that,
currency risks. It is perhaps this, along with the beneficial it has more than 100 double taxation
“Indian families are historically very tax regime in other jurisdictions, which agreements (DTAs) with other countries.
international, with many of them hav- is drawing investors to explore foreign At the same time, Singapore is not
ing family members and business and markets and expand in new territories,” perceived to be a “tax haven,” especially
Image: HTU/Shutterstock.com

investment interests across the world. says Prachi Dave, managing partner of after India amended its tax treaty with
The primary driver for establishing a Dhaval Vussonji & Associates. Singapore in December 2016.
family office outside India is jurisdic- “Singapore has a favourable tax
tional risk diversification,” says Vincent FRIENDLY REGIME regime with no capital gains tax and
Sim, managing associate at Mishcon de The idea of setting up a family office out- no withholding tax on dividends,” says
Reya. side of India is not new. Along with Dubai Suzanne Johnston, a partner at Ste-

4 ASIAN L EG AL BUS INES S – IND IA E- MAG A ZINE JA N UA RY- F E BRUA RY 20 23

 reduce their corporate income tax rate being extended in a manner prejudicial
(for example, start-ups also have reduced to the parties,” says Dave.
tax incentives for income earned in the Following Indian regulations may be
initial years of setting up).” the only way forward for UHNWIs setting
Setting up a single-family office in up family offices.
Singapore may provide an exemption “The family office should have an
from having to hold a capital markets actual business substance, hire employ-
licence for fund management. And there ees who are investment professionals and
are different types of tax incentives appli- be well advised from a legal and regula-
cable to fund vehicles (including fam- tory perspective. It is vital to review struc-
ily-owned funds) that meet qualifying turing over time because families change
requirements. and circumstances alter,” says Johnston.
The re-domiciliation regime, in turn, However, Sim says that with the
allows Indian family offices to benefit Reserve Bank of India’s new guidelines
from a business-friendly environment, on outward investments, it is now eas-
including low taxes, favourable regula- ier for resident Indian families to invest
tions, and world-class infrastructure. through a family office outside India.
What’s more, says Lee, “Singapore has a “Provided that outward investments
wealth of high calibre advisors from law- comply with regulatory requirements,
yers to accountants, to seasoned private there should not be concerns from a
bankers, wealth planners and trustees.” regulatory perspective. It is important
Singapore has established itself as for families establishing offshore family
phenson Harwood. “Singapore’s strong a hub for wealth management and fam- offices and investment holding structures
regulatory framework is also attractive ily offices. It is home to a thriving eco- to seek advice to ensure that outward
to UHNWIs as they feel secure deposit- system of service providers, including investments are tax and regulatorily
ing and growing their wealth in Singa- banks, asset managers, and legal and compliant, he notes.”
pore.” tax advisors, which cater specifically to There is also debate as to whether
Agrees Dave: “Singapore is an inter- the needs of family offices, say experts. family offices can be kept out of reach of
national financial hub with a strong regu- “Singapore has also developed a domestic regulators and whether this is
latory framework, which is the key reason thriving family office ecosystem over the a strategy worth pursuing.
it stands out from other jurisdictions like last few years with the rapid growth in “Ringfencing against such risks is
Thailand, Indonesia, etc. Singapore has the number of family offices being set not feasible. What can be achieved is
been attracting several international up. Financial institutions and service pro- mitigating such risks by taking abun-
business houses for several decades viders have also calibrated their service dant caution bearing in mind the existing
now primarily in light of it being an open offerings to target family offices spe- regime and erring on the side of caution
economy with beneficial tax legislation cifically. This has further drawn interna- by adopting a straightforward approach.
(in particular lower capital gains tax) and tional family offices to establish branches Taking judicial opinions where required
greater ease of doing business, among in Singapore as a gateway to the rest of and ensuring that the necessary filings
other reasons.” Asia,” says Sim. are done with the appropriate authori-
In 2017, Singapore also introduced ties,” says Dave.
a capital gains exemption and a re- SCRUTINY COMING Family offices are also a practical
domiciliation regime, aiming to encour- Overseas structures are often seen as way for UHNWIs to expand their footprint
age entrepreneurship and investment. ways to mitigate domestic risks, espe- globally.
It allows for tax exemptions on capital cially when regulatory environments are “We see a number of clients use a
gains realised from the sale of shares in fast changing. However, experts point out family office as part of their succession
investee companies. that as regulators in large economies like plan, incorporating a trust as the owner
“These tax incentives exempt most India and China become more assertive, of the fund company or as the owner
forms of income and gains derived from the act of moving assets overseas could of the fund company and family office.
designated investments which cover a come under increased scrutiny. Trusts offer substantial benefits, includ-
wide range of investments, including “There could be risks which may have ing asset and creditor protection, no need
stocks, shares, securities, and derivatives to be suitably considered at the relevant for probate, legacy planning, and confi-
with a key exclusion being Singapore time. One can never be completely insu- dentiality. Singapore has a developed
immovable property,” says Johnston. lated from future legislation which could body of trust law and a multitude of expe-
“Further, businesses in various sec- undo the advantages gained, whether on rienced professional trustees who can
tors may also avail themselves of other taxation or regulation. Another risk that help manage more complex structures,”
business or tax incentives that can help remains is the anti-avoidance approach says Lee.

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Forum capital as compared to our counterparts
in other Asian and emerging growth

CONTINUING MOMENTUM economies. We hope next year’s budget

significantly increases allocation for cre-
ating new courts and legal training for
Last year was a year of deals for India, as mergers and acquisitions resolving commercial disputes.
(M&A) activity soared to $126 billion, a growth rate of 140 percent
Sachin Mehta,
compared to 2021. Lawyers say that even with the global economy partner, Talwar
slowing down and inflation biting, dealmaking is set to continue Thakore & Associates
in 2023. BY SAC H IN DAV E Many sectors have
been prey to some
slowdown, excessive
layoffs and salary freezes, creating uncer-
What are your predictions for M&A activity in 2023, tainty in the market. That said, with such
including the sectors expected to see the most deals, a year passing by the M&A market has
evolved and adapted to volatility as per
and what legal and regulatory developments could various statistics, and we are now seeing
have an impact? a lot of M&A activity, and this is expected
to further pick up in 2023 (particularly in
Q3 and Q4).
Despite weak market sentiments
Darshika Kothari, delisting regulations do not provide worldwide, India has been a witness to
senior partner, for a cap on bids given by public share- some significant value deals, like the
AZB & Partners holders, leaving the door open for any Vistara-Air-India merger, the merger
M&A activity in 2023 in shareholder to make unjustified bids, of HDFC Limited with HDFC Bank, and
India will continue to ultimately resulting in a failed delisting major regulatory developments (such
be steady and oppor- after an elaborate process. as the new ODI framework), which
tunistic as macro indicators like growth showcases the limited impact that the
projections and inflation are looking Bharat Anand, global slowdown has had to the Indian
relatively better for India as compared partner, Khaitan & Co economy. It is also imperative to factor
to some of the other economies. M&A activity in India is in the impact of the general elections in
Data from private equity funds is expected to be robust 2024 on Indian deal-making.
another indicator of M&A activity in in the first half of the In my view, sectors such as renew-
2023. Most large private equity funds year and may see stra- able energy and the healthcare sector
have allocated more funds for investment tegic investors exploring opportunities as will be more sought after for mergers
in India, which should lead to more M&A. valuations become more realistic. With and acquisition activity in 2023, while
However, there is still a mismatch when elections in India coming up in early financial services and infrastructure sec-
it comes to valuations. Valuations will 2024, followed by the US elections in tors are expected to continue their promi-
need to be more realistic for more deals the latter half of next year, we may see nence in the mergers and acquisitions
to happen. M&A activity tapering off around these occurring in India in 2023. The Insurance
Information Technology (IT) and times. However, some sectors, such as sector is also likely to witness a potential
tech, pharma, healthcare, and automo- healthcare and pharma, will continue increase because of the recent regula-
bile sector, including electric vehicles to be strong and are starting to see tory developments and likewise, M&A
(EVs), financial services and fintech and increased interest from investors. activity in the manufacturing and tech-
the renewables space are set to see the On the regulatory side, we expect nology sectors (especially in the gaming
most M&A activity this year. These sec- the basic tools of M&A, such as earn- and crypto/NFT space) should also see
tors have been witnessing growth and outs and deferred consideration, to some upward scale in 2023.
will see M&A activity in 2023. become freely permitted, rather than In terms of regulatory changes, the
One legislative change which can being bound by constraints on timing Competition Amendment Bill, 2022
further help M&A activity is a more (in terms of 18 months) and value (25 will make a significant impact on the
favourable delisting regulation. The percent) imposed through the exchange market once it passed as an enactment.
delisting regulations require an acquirer control regulations. Further, it will be interesting to see how
to provide a higher indicative price or a These restrictions make deal-mak- the changes proposed in the age-old
counteroffer to the discovered price for ing in India more challenging, and Indian insurance laws impact the functioning
a successful delisting. However, the targets are less competitive for attracting of the sector.

6 ASIAN L EG AL BUS INES S – IND IA E- MAG A ZINE JA N UA RY- F E BRUA RY 20 23

 Appointments

IN-HOUSE COUNSEL ROUNDUP

Sai Vara Prasad Mukund R Srinivas Sumit Thakur
Sai Vara Prasad, for- Mukund R Srinivas, for- Sumit Thakur, previ-
mer head of litigation merly general counsel ously head of corpo-
and disputes at Oyo and chief compliance rate legal and projects
Hotels and Homes, officer with Aon, the at ACC and Ambuja
has joined Reliance Jio British-American mul- Cements, has joined
as vice-president and tinational financial Allcargo Logistics –
regional head of legal. Over the years, services firm, has joined actyv.ai, an AI- which includes the group companies
he has held in-house roles at Standard powered enterprise SaaS platform with ECU Worldwide, Gati and Avvashya CCI
Chartered bank, Vodafone, Aircel, Airtel, embedded B2B Buy Now Pay Later (BNPL) – vice-president and group legal head.
Nagarjuna fertilisers and chemicals and and insurance, as its general counsel and Before joining ACC, Thakur worked
Dell International. head of legal and compliance. in organisations including Tata Chemi-
At Oyo, Prasad led the litigation and Srinivas previously worked with Reli- cals, E Nxt, CG Power, Blue Star and Unit-
disputes function for India and South ance, Hinduja Global Solutions, Tattva edLex. Thakur, who started practising in
Asia. Group, Symphony Teleca and IBS Soft- 2005, will be based in Mumbai.
“I am excited to be back in the tel- ware Services. “I am excited to join Allcargo Group,
ecom industry and look forward to posi- “I am excited to join actyv.ai and the world’s largest ocean freight consoli-
tively impacting the company’s business be a part of the leadership team that is dator “LCL” category. I will be responsible
in the coming days and months. I also poised to create a ‘build to last legacy.’ for providing strategic legal support for
look forward to working with all the My role will be building the foundation corporate restructuring, M&A, litigations
stakeholders across the board,” says for the company’s legal framework,” says & arbitrations and implementing robust
Prasad. Srinivas. legal processes,” says Thakur.

Law Firm Hires

ARUSHI ZEESHAN RAJESH K VARUN MANU

JAIN KHAN SEHGAL SEHGAL VARGHESE
L E AV I N G L E AV I N G L E AV I N G L E AV I N G L E AV I N G
Nishith Desai Associates Shardul Amarchand Trina Solar Oyo Hotels and Homes White & Brief
Mangaldas & Co
JOINING JOINING JOINING JOINING
Cyril Amarchand JOINING Link Legal J Sagar Associates Samvād Partners
Mangaldas Krishnamurthy & Co
P R AC TI C E P R AC TI C E P R AC TI C E
P R AC TI C E P R AC TI C E Energy Corporate/M&A Corporate
TMT Insolvency
LO C ATI O N LO C ATI O N LO C ATI O N
LO C ATI O N LO C ATI O N New Delhi Mumbai Corporate/M&A
Mumbai New Delhi
P O S ITI O N P O S ITI O N P O S ITI O N
P O S ITI O N P O S ITI O N Partner Partner Partner
Partner Partner

W W W. LEG AL BU SINES S ONLINE.COM A S I A N L EG A L BUS I N E S S – I N DI A E - MAG A Z I N E 7

Explainer any action against anyone. However, with
voices demanding that action be taken

ADANI-HINDENBURG FALLOUT – particularly from the political opposi-

tion – growing louder, SEBI confirmed

RAISES BROADER QUESTIONS the existence of an investigation for the

first time in a Supreme Court filing.
Mahapatra believes that while the
BY SACHIN DAVE word “fraud” has been thrown around,
it may not be the case as far as Indian
regulations go because there is no com-
The Indian conglomerate Adani Group is pelling evidence as in previous cases, as
facing a storm of controversy after U.S.- Adani promoters continue to hold major-
based short-seller Hindenburg Research ity stakes across all of the group’s com-
released a report accusing the company panies. Additionally, there was no bank
of stock manipulation and misusing tax default, and neither had Adani missed
havens. any payments.
The fallout of the report was quickly However, he is supportive of SEBI’s
felt. The Adani Group lost more than $100 review, as the saga is impacting retail
billion in market capitalisation in the two investors and even the Adani Group.
weeks following its release while Gautam REUTERS/Amir Cohen “SEBI must comfort the investors and
Adani, the group’s billionaire founder, fell complete a review within 7 to 10 days
from second place in the Bloomberg Bil- to show that the statements in the report and at least say whether these allega-
lionaire Index to number 21. India’s politi- are true and made without malice. And if tions have any substance or not. If there is
cal opposition, led by Congress leader Hindenburg loses, it could be ordered to any substance to these allegations, they
Rahul Gandhi, seized on it to accuse pay damages, legal fees and other associ- should thoroughly investigate. If there is
Prime Minister Narendra Modi and his ated costs, he says. no truth to these allegations, it should
government of playing favourites. If the allegations are proven to give a clean chit to the Adani group,” says
The Adani Group and its top execu- be false, Hindenburg or the people Mahapatra.
tives rejected Hindenburg’s allegations. responsible for publishing them could
In a 413-page response, Adani Enter- also face legal action for defamation or What does this episode say about cor-
prises said there was “an ulterior motive” false information in India, and also be porate governance in India as well as
to the report and that it was specifically held liable for damages and compensa- the transparency in its stock markets?
designed to “create a false market.” tion, Mahapatra notes. Additionally, the The Hindenburg report has sparked a
Securities and Exchange Board of India debate on transparency, accountability
From a legal perspective, how is this (SEBI), has opened an investigation and and the independence of auditors and
sage expected to play out? imposed penalties, although Hindenburg regulators. It has also raised questions
The legal repercussions of the report could challenge any regulatory findings, about the quality of financial reporting
could vary depending on whether Indian he adds. and corporate governance in India, and
or U.S. courts are involved, whether the If Indian investigations find Hinden- the role of regulators in ensuring the
allegations can be proved, and whether burg’s allegations to be true, the Adani integrity of financial markets.
there will be any investigations by Group may face penalties, fines or even However, Mahapatra says the tra-
regulators. legal action by investors or lenders. In any vails of one conglomerate should not one
The Adani Group has tapped noted case, the report’s allegations fall under reflect on corporate governance in the
Wall Street firm Wachtell, Lipton, Rosen the purview of Indian regulators, mainly country or how well its capital markets
& Katz to combat Hindenburg’s accu- SEBI, according to Mahapatra. are regulated.
sations of accounting fraud and stock “The report raises three issues: “Even if one assumes the worst, and
market manipulation. The U.S. law firm Did Adani make adequate disclosures, if all the allegations in the Hindenburg
was approached through the Indian law whether there is any insider trading report are true, it doesn’t mean there is
firm Cyril Amarchand Mangaldas. involved and any manipulation of stocks? a systemic issue around corporate gov-
One option is for Adani Group to file a All the three allegations fall under the ernance or fundamental weaknesses in
defamation suit in the U.S., but it might be purview of SEBI, the Indian capital mar- India’s stock market. Every capital market
difficult for such a suit to succeed because kets regulator,” he notes. in the world, including that of the U.S.,
the First Amendment protects freedom of has had such issues,” says Mahapatra.
speech, says Sudip Mahapatra, a partner What role has SEBI played so far? “The Indian capital markets are at par
at S&R Associations. On the other hand, a Initially, SEBI had neither commented on with the best in the world in terms of
suit would require Hindenburg Research the stock movement directly nor taken regulatory oversight.”

8 ASIAN L EG AL BUS INES S – IND IA E- MAG A ZINE JA N UA RY- F E BRUA RY 20 23

News Deals

INDIA SAYS COURT SHOULD CHECK

‘TRUTHFULNESS’ OF HINDENBURG REPORT $762 MLN
Advent International’s
purchase of stake in
Suven Pharmaceuticals
(Reuters) The Indian government has told Deal Type: M&A
the country’s top court that the “truthful- Firms: Cyril Amarchand Mangaldas;
ness” of allegations made by a U.S. short- Shardul Amarchand Mangaldas & Co
seller against the Adani Group should be Jurisdiction: India
examined, according to a government filing
seen by Reuters.
The Supreme Court is yet to issue an
order on setting up a panel proposed to
$725 MLN
Edelweiss’ acquisition of
examine investor protection mechanisms L&T Infrastructure
in the wake of Hindenburg Research’s Jan. Development Projects
24 report. REUTERS/Amit Dave Deal Type: M&A
Seven listed firms of the Adani Group Firms: AZB & Partners;
Cyril Amarchand Mangaldas; Trilegal
have shed some $125 billion in market value The group’s renewable energy arm,
Jurisdiction: India
since the report which alleged improper use Adani Green Energy, plans to disclose its
of tax havens and stock manipulation by the refinancing plan after the fiscal year ends,
ports-to-energy conglomerate.
The Adani Group has denied
an executive of the group told bondholders
on a call, sources told Reuters. $344 MLN
wrongdoing. Avinash Gorakshakar, head of research Reliance Retail Ventures’
Any panel should “have all the powers at Profitmart Securities, said the refinanc- acquisition of Metro India
to undertake an effective investigation... ing plans were positive for sentiment, but Deal Type: M&A
including every authority and powers to the group’s stocks would continue to remain Firms: AZB & Partners;
Cyril Amarchand Mangaldas;
avail all assistance and protocols for its volatile. Shardul Amarchand Mangaldas
investigation outside India,” the govern- “What we’ll need to know is how they Jurisdiction: India
ment told the top court earlier. are going to fund their future growth plans.
The panel should “ascertain and sub- Fresh funding is not going to come easy,”
mit a report regarding the truthfulness or
otherwise of the allegations made against
he said.
The Adani Group has sought to allay
$336 MLN
Adani group of companies”. investor concerns, saying it had strong Sembcorp Industries’
acquisition of Vector Green
It should also examine the legality cashflows and its business plans were fully
Deal Type: M&A
of Hindenburg’s short positions on Adani funded. Firms: AZB; Trilegal
Group’s debt and equity instruments, the Seeking to calm investors, the con- Jurisdictions: India, Singapore
government filing said. glomerate in a statement to Reuters said
During a hearing, the government the balance sheet of each of its independent
said its suggestions should be kept under
sealed cover, but the court said it wants to
portfolio companies was “very healthy”,
adding it had secure assets and strong
$300 MLN
maintain full transparency on setting up cashflows, with its business plans “fully Carlyle Group’s acquisition
of the panel. funded.” of VLCC
Deal Type: M&A
India’s markets regulator told the top “We are confident in the continued
Firms: Freshfields Bruckhaus Deringer;
court earlier that it was looking into the ability of our portfolio to deliver superior Pioneer Legal; Trilegal
short seller’s allegations and market activ- returns to shareholders,” Adani Group said Jurisdiction: India
ity immediately before and after the report. in the emailed statement.

$116 MLN
Asia Index dropped Adani’s two recent Bloomberg News reported the group
cement acquisitions - Ambuja Cements and had halved its revenue growth target and
ACC - from the S&P BSE 100 ESG Index planned to scale down capital spending.
from Feb. 22. A company spokesperson told Reuters the Sula Vineyards’ IPO
The Economic Times newspaper report was “baseless, speculative,” adding Deal Type: IPO
Firms: Linklaters;
reported that the conglomerate plans to that “once the current market stabilises, Shardul Amarchand Mangaldas;
completely pre-pay all loans against shares each entity will review its capital market Trilegal
over the next 20 days. strategy.” Jurisdictions: India, Singapore

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Q&A

‘THE MAIN AGENDA IS TO SECURE STATUTORY

RECOGNITION FOR THE IN-HOUSE COMMUNITY’
Even as India Inc hires a growing number of in-house lawyers, many feel they don’t get the due
recognition for the increasingly important role they play. In 2021, the General Counsels’ Association of
India (GCAI) was set up to seek statutory recognition for the in-house community, and founder member
Manjaree Chowdhary says the larger legal fraternity has expressed its appreciation and support for
the initiative. BY SACHIN DAV E

ALB: Since its inception in 2021, what representing the interests of in-house The evolving role of the in-house
have been some of the highlights for counsel in India, GCAI promotes diver- counsel and their valuable contribu-
GCAI, and how would you assess the sity and inclusion in its broadest sense tion to their companies and therefore
progress made towards achieving its in doing so. Our founder members reflect to the economy of the country need to
goals? this, and we hope to ensure it as we grow be highlighted to lawmakers and draw
MANJAREE CHOWDHARY: We set our membership. their attention to approach this issue
up GCAI in 2021 during the COVID-19 Lastly, GCAI is passionate about differently, to keep pace with global
pandemic. We are nearing the two-year giving back to the legal fraternity and practices.
mark. GCAI is unique as it was set up society. In this regard, we have already As we at GCAI, take forward the
by the general counsel for the general formalised tie-ups with some of the top agenda to ensure statutory recogni-
counsel and the in-house counsel with National Law Universities and have/ tion for the in-house counsel, I must say
a specific agenda. are in the process of holding custom- that we have received positive responses
The in-house counsel community ised learning sessions with them. We are from the larger legal fraternity who have
has come a long way, especially over the also in formal arrangements with think expressed their appreciation and sup-
last two decades. The role has evolved tanks like the India School of port for the initiative. We
to become that of a valued and trusted Public Policy and Teri School are in the process of mak-
partner to the business, where they pro- of Advanced Studies. ing the representation to the
vide legal advice and support in every government in this regard
aspect of the business right from start to ALB: What resistance is and hope for a favourable
finish. They are truly integrated with the GCAI facing in recognising consideration.
business and assess and manage risk to the roles and skillsets of
provide compliant and sustainable solu- general counsel, and how ALB: What can we expect
tions in a timely and efficient manner. does it plan to overcome it? from GCAI in 2023?
The main agenda of GCAI is to CHOWDHARY: When a law- CHOWDHARY: With the
secure the necessary statutory recogni- yer comes to work as an in- MANJAREE pandemic easing, GCAI is
tion for the in-house community. We have house counsel, he/she has CHOWDHARY increasing its network. This
received positive responses within the to surrender his/her license. year we plan to take our
larger legal fraternity/stakeholders and This means that an in-house counsel is events to other cities such as Bengaluru
are in the process of making a represen- unable to represent his company before and others. As an immediate next step,
tation in this regard to the government. courts, judicial and quasi-judicial bod- we propose to make the representations
Besides that, in-house counsel ies. Support of a practicing advocate on our main agenda points to the Min-
needs periodic upskilling and mentor- is required. The situation is ironic. An istry of Law and Ministry of Corporate
ing to remain relevant and contribute in-house counsel is a qualified lawyer, Affairs, and work to convince stakehold-
effectively. GCAI’s objective is to provide who spends a better part of his/her ers to correct the anomalies in law.
a platform for its members to interact, professional career with the company, Alongside this, we will continue to
share and disseminate information, con- understanding its issues and contribut- increase our membership so that GCAI
tribute, and grow professionally. As the ing effectively with his/her legal exper- becomes a more robust and expansive
pandemic eased, we have held events tise and advice, yet they lack statutory body where everybody has a stake in it
in Mumbai and Delhi to an enthusiastic recognition. Existing anomalies in law and its agenda. The whole purpose is to
response and plan to cover other cities. have supported such perceptions, which have a self-contributing, self-sufficient,
In acting as an influential body need correction. and self-funding organisation.

10 ASIAN L EG AL BUS INES S – IND IA E- MAG A ZINE JA N UA RY- F E BRUA RY 20 23

In-house Insight

BUILDING THE NEXT-GEN LEGAL DEPARTMENT

BY M U KU L SH AST RY such as business operations and local of these changes.
regulations. In my past experiences, I have seen
The legal department in most corpora- Further, GCs must be open to disrup- the benefits of GCs being proactive in
tions worldwide serves as a vital and tive technology and seek opportunities adapting to new regulations, such as
trusted business partner and an inter- for funding litigation. This can help man- implementing the GST regime. Collabo-
nal watchdog for compliance with the age costs and focus financial resources rating with the tax team and preparing
broader regulatory and legal landscape. on critical business processes. for the new regime made the transition
It plays a crucial role in providing GCs should also actively participate much smoother for the organisation.
effective solutions to business problems in regulatory decision-making by devel- Furthermore, GCs and legal depart-
within legal boundaries while acting as oping a policy advisory wing and working ments can create value for the organisa-
a conscience keeper to uphold ethical closely with the broader organisation. By tion by proactively adhering to regulatory
practices. anticipating and pre-empting regulation requirements and promoting corporate
The acquisition and retention of changes, GCs can ensure the organisa- values such as environmental, social, and
top legal talent is a costly and complex tion complies. governance initiatives. This can appeal to
endeavour, requiring strategic manage- Effective management of legal tal- stakeholders such as investors, regula-
ment and efficient human resources ent is also crucial for the success of a tors, customers, communities, employ-
practices to minimise attrition rates. legal department. Therefore, GCs should ees, and potential hires.
However, as technology advances establish standard operating procedures In today’s rapidly evolving busi-
rapidly, the role of legal departments (SOPs) that clearly outline department ness landscape, GCs must assemble a
may be disrupted by the incorporation of objectives, turn-around time, and escala- dynamic, multidisciplinary team to tackle
artificial intelligence (AI) and automation tion matrix. legal issues. The ideal legal team should
in the near future. Additionally, GCs should use tools possess diverse skills and backgrounds,
General counsel (GCs) must be to track where the department spends allowing them to approach problems
prepared to adapt to these changes by most of its time and establish systems from various angles and provide valu-
revaluating the size and structure of their for storing and quickly retrieving historic able insights.
legal departments, embracing disruptive decision-making information. In conclusion, the success or failure
technology, seeking funding opportu- The regulatory landscape in which a of a GC is gauged based on the delivery
nities for litigation, actively participat- business operates plays a crucial role in of legal and strategic input and the abil-
ing in regulatory decision-making, and shaping its objectives and success. Cor- ity to ensure timely and cost-effective
effectively managing the expectations porate houses engage with regulators litigation management. Focusing on the
of legal talent. and policymakers through their associa- points emphasised above, GCs can help
GCs must take a proactive approach tions and other means to stay abreast of create a legal department celebrated for
to stay ahead of the curve and stay caught changes and compliance requirements. its expertise, efficiency, and innovation.
up in an ever-evolving legal landscape. GCs should work closely with other
They must consider implementing cost- departments and functions within the
effective, technology-based solutions to organisation, creating cross-functional About the author
manage their legal departments, and teams to anticipate areas of potential Mukul Shastry is
anticipate the potential for robot lawyers regulation and actively participate in general counsel of
to handle mundane tasks in the future. public discussions. Cube Highways.
GCs should also consider the financ- It is also essential for GCs to take a The views expressed
ing, cost, and possible trading of a proactive approach, pre-empting policy above are the
department’s actionable claims, as cross- changes and ensuring that the organisa- author’s own.
country platforms for funding litigation tion is prepared to adapt and comply.
and trading claims are now available. An example of this can be seen in
GCs should strive to create a struc- the recent Digital India Act and personal ALB is soliciting articles from
ture that supports a hub-and-spoke data protection rules, which will signifi- in-house counsel based in India
model, where the global centre makes cantly impact how information technol- for its bi-monthly e-magazine.
strategic decisions implemented by local ogy issues are governed in India. There- For submission guidelines,
teams. The level of decentralisation in fore, GCs should be forward-thinking and email ranajit.dam@tr.com.
decision-making depends on factors adhere to best practices in anticipation

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