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LE | WITHIN THE CIRCLE
DSK LEGAL ADVISED INFIFRESH FOODS ON EVOLVENCE INDIA FUND
Jayesh Kothari (Associate Partner), Hemanshi Gala revising, negotiating and finalizing the transaction
(Associate), and Kunal Chopra (Associate) documents and also guided in the closing process,
including corporate secretarial actions of the
The deal was valued at USD 7.5 million. transaction.
Law firm DSK Legal has advised Infifresh Infifresh runs a business procuring, supplying and
Foods Private Limited and its Founder Utham processing fresh seafood and various categories
Swamygowda in connection with the Series C – of meat on a B2B basis. Functioning under the
Tranche 2 Round from Evolvence India Fund IV brand name ‘Captain Fresh’, it caters to online
Limited. retail players, modern trade, general trade
retailers, hotels and restaurants.
DSK Legal assisted Infifresh in the limited due
diligence process being conducted by Evolvence The company plans to utilize the proceeds from
India, the Series C Investor. It aided in drafting, the issue to foray into the markets of Africa, Asia
and the Middle East.
Evolvence India is a Middle East-based fund that
concentrates on partnering with leading founders
and management teams. It builds businesses,
which are category-defined.
While the DSK Legal team was led by Jayesh
Kothari (Associate Partner), Hemanshi Gala
(Associate), and Kunal Chopra (Associate), Jerome
Merchant and Partners represented Evolvence
India.
ANTARES LEGAL ADVISED INDUSTRIAL INVESTMENT TRUST ON FUTURE
GENERALI STAKE SALE
The deal was worth `225 crores. Early this year, the transaction had received
regulatory approvals, including from the
The Industrial Investment Trust Limited (IITL) Competition Commission of India.
has sold its stake in Future Generali India Life
Insurance Company Limited (a private general
insurance company) to the Generali Group (an
Italian insurance company based in Trieste).
IITL is a company, holding investments in its
subsidiaries and other group companies and joint
ventures. It invests in listed and unlisted equity
share units of mutual funds, fixed deposits with
banks, inter-corporate deposits and loans to its
group companies and entities.
The Antares Legal team led by Siddharth Bhavnani
(Partner) and Ishita Bhardwaj acted on the deal.
10 JUNE-JULY 2022 www.legaleraonline.com
DEAL CORNER | LE
WILSON SONSINI, SIMPSON THACHER, SKADDEN, DAVIS POLK ACT ON
TAKEOVER OF TWITTER BY ELON MUSK
The all-cash deal was valued at US$ 44 billion. The business magnate had previously acquired a
9 percent stake in Twitter, becoming the largest
In one of the biggest deals, technology billionaire shareholder in the social networking service.
Elon Musk has acquired social media giant Twitter
with shares valued at $54.20. Wilson Sonsini Goodrich & Rosati and Simpson
Thacher & Bartlett represented Twitter.
Expected to close this year, the transaction is
subject to satisfaction of the customary closing While the team at Wilson Sonsini was led by
conditions, including the regulatory approvals and Katharine Martin (Chair of Wilson Sonsini’s board)
Twitter stockholders’ approval. along with a team of 30 partners, the Simpson
Thacher team included Alan Klein, Anthony
Earlier, before accepting the private bid by Musk, Vernace, Katherine Krause and Izaak Lustgarten
Twitter’s board had tried to thwart the takeover. (M&A).
Musk was advised by the law firm Skadden,
Arps, Slate, Meagher & Flom. The team was led
by corporate partner Michael Ringler along with
Sonia Nijjar and Dohyun Kim.
Meanwhile, Davis Polk & Wardwell represented
a group of financial services companies, including
multinational investment bank Morgan Stanley,
which provided debt financing for the proposed
transaction.
The Davis Polk finance team included partner
James A. Florack, counsel Sanders Witkow and
associates Phoebe Jin and Jeffrey Hon.
ECONOMIC LAWS PRACTICE ADVISED AFDIL ON LUPIN
The deal in cash is valued at `325 crore.
Anglo-French Drugs & Industries Limited (AFDIL),
AFD Laboratories Private Limited and Abhay
Kanoria have sold a portfolio of brands owned by
them to Lupin Limited.
The deal is to take place in cash and the funds from
the brand sale would be utilized towards research
and development of newer brands and products
and also for the upgradation of its manufacturing
facilities.
One of the best law firms in India, the Economic Taskeen Hamid (Counsel), Shenaya Ardeshir and
Laws Practice (ELP) advised AFDIL, AFD Pranaav Gupta (Associates). On matters pertaining
Laboratories and Abhay Kanoria on the deal. to indirect tax aspects, the team was led by Adarsh
Somani (Partner) and assisted by Sahil Kothari
The transaction team comprised Suhail Nathani (Principal Associate).
(Managing Partner), Aakanksha Joshi (Partner),
www.legaleraonline.com JUNE-JULY 2022 11
LE | WITHIN THE CIRCLE
TRILEGAL ADVISED MUTHOOT FINANCE ON THE PUBLIC ISSUANCE OF
NCDs
It has a shelf limit of `30,000 million and the Richa Choudhary and Joseph Jimmy
tranche I issue thereunder aggregating up to
`5,000 million. gold coins.
Indian law firm Trilegal has advised on the The Trilegal team was represented by Partners
proposed public issuance of non-convertible Richa Choudhary and Joseph Jimmy. Others in the
debentures (NCDs) by Muthoot Finance Limited. deal were Archana Rawat (Counsel), Avanti Kale
(Senior Associate), and Maitreya Rajurkar, Lalitha
Under the new Securities and Exchange Bureau of Nandula, Aman Bahl, and Aayush Khandelwal
India (SEBI) Issue and Listing of Non-Convertible (Associates).
Securities Regulations, 2021, it is the first public
issuance of NCDs undertaken by Muthoot.
Certain important changes pertaining to the
disclosures and the process-related compliances
had been introduced in these regulations. After
an analysis, it was implemented suitably.
Muthoot is an Indian financial corporation and the
largest gold loan non-banking financial company
in the country. It also offers foreign exchange
services, money transfers, wealth management
services, travel, and tourism services, and sells
TRILEGAL AND QUILLON ACT ON PINE LABS ACQUISITION
The post-money valuation of the Unicorn Company operated by Synergistic Financial Networks Private
stands at over US$5 billion and the payment Limited.
solutions firm is valued at upwards of $100 million.
Pine Labs, represented by Trilegal, provides a
Law firms Trilegal and Quillon Partners have merchant platform and software for point of sale
acted on Pine Labs acquisition of a majority stake machines.
in payment solutions firm Mosambee, which is
The Partners involved in the deal were Vaibhav
12 JUNE-JULY 2022 Kothari (Corporate), Gautam Chawla (Competition),
Tine Abraham (Disputes), and Atul Gupta (Labor
and Employment).
They were supported by attorneys including
Parag Bhide (Counsel), Saurabh Arora (Principal
Consultant), Sakshi Agarwal and Kanishka Maggon
(Senior Associates). Others included Anirudh Banga,
Kopal Raje, and Madhav Kapoor (Associates) and
Charu Tiwari (Consultant).
Mosambee was represented by Quillon Partners.
The team was led by Ankit Majmudar and Shriti
Shah (Partners) and Abhimanyu Sharma (Associate).
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DEAL CORNER | LE
CYRIL AMARCHAND MANGALDAS ADVISED TRUST INVESTMENT ON UP
POWER CORP
The deal was worth `3,951 crores. team of Cyril Amarchand Mangaldas advised on the
transaction. It was led by Leena Chacko (Partner),
Cyril Amarchand Mangaldas has acted as the legal with support from Srinjoy Bhattacherjee (Principal
counsel to Trust Investment Advisors Private Limited. Associate), Krittika Chavaly (Associate), Shivendra
It represented as an investor and arranger for the Shukla (Associate), and Shivangini Singh (Associate).
issuance of the listed, secured, rated, redeemable,
taxable, non-convertible bonds by the Uttar Pradesh Others advising on the transaction included Trust
Power Corporation Limited (UPPCL). Investment Advisors, Tipsons Consultancy Services
Private Limited and AK Capital Services Limited.
UPPCL is a wholly-owned company by the
Government of Uttar Pradesh. It has a greenshoe
option for an aggregate issue of `3,951.20 crores.
(A greenshoe option is a provision in an IPO
underwriting agreement that grants the underwriter
the right to sell more shares than originally planned).
As a part of the transaction, the bonds are secured by
way of a charge over the receivables and cash flows
of UPPCL. These are assured by an unconditional and
irrevocable guarantee provided by the Government
of Uttar Pradesh. The banking and finance practice
AZB, ARGUS, SINGHI, WADIA GHANDY AND CRAVATH SWAINE ACT ON
HDFC MERGER
The existing shareholders of HDFC Limited will own Swaine & Moore. The mortgage lender, HDFC’s
41 percent of HDFC Bank. Four Indian law firms Board, had approved the merger of its wholly-owned
and a New York-based firm have advised the largest subsidiaries HDFC Investments Limited and HDFC
lender HDFC Bank on its merger with HDFC Limited. Holdings with HDFC Bank.
While AZB & Partners, Argus Partners, and Singhi & The AZB team was led by Zia Mody (Managing
Co acted as legal advisors to HDFC Limited, Wadia Partner) and Ashwath Rau (Partner) along with Vipul
Ghandy advised HDFC Bank, along with Cravath Jain (Partner) Aditya Alok (Partner) and Himansho
Tembe (Senior Associate).
www.legaleraonline.com
While the Argus team was led by Krishnava Dutt
(Managing Partner), the Wadia Ghandy team was led
by Partners Ashish Ahuja and Gopal Bankar.
Wadia Ghandy and Cravath had advised HDFC Bank
in the past too.
The share exchange ratio for the amalgamation of
HDFC Limited with and into HDFC Bank shall be
42 equity shares (credited as fully paid up) of the
face value of Re.1 each of HDFC Bank for every 25
fully paid-up equity shares of the face value of `2 of
HDFC Limited.
JUNE-JULY 2022 13
LE | WITHIN THE CIRCLE
L&L PARTNERS ADVISE NIIF INFRASTRUCTURE FINANCE COMPANY
The economic assistance was worth `1,000 million.
L&L Partners has advised on takeout financing by
NIIF Infrastructure Finance Company Limited to
Vena Energy KN Private Limited for repayment of
the existing lenders.
This was in connection with part re-financing the
existing debt of the 46 MW wind-power projects
located at Bijapur district in the State of Karnataka.
The L&L Partners transaction team comprised Girish Girish Rawat and Ashneet Chhabra
Rawat (Partner) and Ashneet Chhabra (Associate).
DSK LEGAL ADVISED RENEW POWER JOINT VENTURE WITH MITSUI ON
FIRST-OF-ITS-KIND RTC PROJECT
Leading Law Firm DSK Legal advised ReNew Power span across the states of Rajasthan, Maharashtra and
Private Limited in relation to its joint venture with Karnataka. The commercial operation of the Project
Mitsui & Co., Ltd. Japan whereby Mitsui (through its is scheduled to start by August 2023. The power
wholly-owned subsidiary) has acquired 49% stake in purchase agreement with Solar Energy Corporation
ReNew’s 1,300 MW capacity RTC (round-the-clock) of India (SECI) has been executed. Mitsui will
project. contribute to the Project by using its accumulated
knowledge of the electric power business in Japan
The said Project is the first-of-its-kind RTC project in and other countries.
India, which will provide lowest cost and emission-
free 24X7 renewable electricity. ReNew, through its affiliates, inter alia, will undertake
EPC and operation and maintenance (O&M) of the
While it is difficult for conventional renewable Project. ReNew Surya Roshni Private Limited, will
energy projects to commit stable electricity supply act as the joint-venture vehicle for the Project,
due to the intermittent nature of winds and solar which will be owned and operated by ReNew Power
irradiation, the Project commits electricity supply of and Mitsui, with 51:49 shareholding, respectively.
400 MW with high capacity factor on a round-the-
clock basis, and is slated to be a game-changer for The total project cost is set at US$ 1.35 billion, as per
the energy sector in India. the press release issued by Mitsui on April 6, 2022.
The Project will consist of three newly-built wind DSK Legal assisted ReNew on all legal aspects of
farms and one solar plus battery storage farm (1,300 the transaction, including reviewing, negotiating and
MW in total and 100 MWh battery storage) and will finalizing the transaction documentation viz. binding
termsheet, securities subscription agreement,
14 JUNE-JULY 2022 investor rights agreement etc. Trilegal represented
Mitsui on the transaction.
The team at DSK representing ReNew comprised of
Mr. Aparajit Bhattacharya (Partner), Mr. Harvinder
Singh (Partner), Ms. Shruti Dogra (Principal
Associate), and Mr. Manhar Gulani (Associate).
Mr. Bhattacharya acted as the lead engagement
partner for ReNew on this landmark transaction.
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DEAL CORNER | LE
DELHI HIGH COURT RULES IN FAVOR OF L&L PARTNERS’ CLIENT PERCEPT
ADVERTISING
Venancio D’Costa and Astha Ojha As Padukone failed to show up on the day of the
shooting, Percept requested BSNL to provide
Justice Vibhu Bhakru set aside the order passed by alternate dates to reschedule the shooting of the
the arbitral tribunal. The Delhi High Court has ruled commercial. Meanwhile, it had already made advance
in favor of Percept Advertising Limited in its case payments to Film Farms for arranging the TVC.
against Bharat Sanchar Nigam Limited (BSNL).
However, instead of providing alternate dates, BSNL
Percept was advised by L&L Partners (formerly abruptly short-closed the Work Order given to
Luthra & Luthra Law Offices) and its Litigation Percept, which, on being constrained, invoked the
Partner Venancio D’Costa and his team comprising arbitration clause.
Astha Ojha (Managing Associate) and Gauri Goel
(Associate). Considering the claims made by Percept, the arbitrator
(appointed by BSNL, as per the Agreement) noted
Percept was an empaneled advertising agency for that BSNL had informed Percept about Padukone’s
BSNL. It was awarded a Work Order to direct a TV availability for shooting the TVC. The arbitrator also
Commercial (TVC) with Brand Ambassador Deepika accepted that Percept had no control regarding the
Padukone, producers Film Farms India Pvt. Ltd., and availability of Padukone for the shooting, since it had
Director Imtiaz Ali. no contract with her.
However, the arbitral tribunal rejected Percept’s
claim on the ground that there was no proof that the
amount paid by it to Film Farms had been refunded
or adjusted against any other work/contract. Percept
then filed objections under the Arbitration and
Conciliation Act, 1996, before the Delhi High Court.
The bench of Justice Vibhu Bhakru, however,
allowed the objections and set aside the order
passed by the tribunal on the ground that it was
manifestly erroneous and vitiated on the grounds of
patent illegality.
ARGUS PARTNERS ADVISED THEDATA TEAM JUNE-JULY 2022 15
Argus Partners acted as the legal advisors to TheData
Team and its promoters in relation to its acquisition
by Lentra AI Private Limited.
TheData Team is engaged in the business of providing
AI-based platform solutions to monetize customer
data under its brand name Cadenz.ai.
Lentra AI Private Limited is a tailored digital lending
cloud platform, and it will utilize TheData Team’s
behavior intelligence platform Cadenz to assist
banks and financial institutions make better data-
driven decisions on customer creditworthiness.
www.legaleraonline.com
LE | WITHIN THE CIRCLE entire credit lifecycle, from lead generation through
origination to and the post-disbursal activities of
Lentra is an already established fastest growing loan management system, monitoring, collections
lending cloud. Since both companies are in the and risk management.
same geography, the coming together of both the
companies will provide a boost to their business The Technology & Data Privacy team led by Vinod
building. Joseph (Partner) along with Smriti Tripathi (Senior
Associate), Anurag Prasad, and Aryan Mohindroo
Sandeep Mathur, Chief Revenue Officer, Lentra (Associates) advised TheData Team on the
believes that, integration of Cadenz platform into acquisition.
the Lentra lending cloud will provide an even bigger
competitive edge to the company’s clientele in the
INDUSLAW, JSA, KHAITAN & CO & SAM ADVISED THE INVESTMENT
RAISED BY SHARECHAT
Indus Law advised and represented, social media The Indus Law Team was led Manish Gupta , Nikita
unicorn, ShareChat in relation to its Series H round Goyal and Rashi Singh.
from Google, Temasek, Times group and certain
other existing investors. Google was advised by Team JSA led by Partner,
Probir Roy Chowdhury, Yajas Setlur and Pranavi
Pera. Temasek was advised by Team Khaitan & Co
led by Radhika Agarwal and Amulya Sharma.
The Times group was represented by Team SAM
led by Nikhil Sachdeva and Mayank Malhotra.
This is a mega investment raised by ShareChat
in a bearish market which shows its strong
fundamentals and investor confidence in short
video space. ShareChat has crossed the $5 billion
valuation benchmark after this round. The total
Deal value is USD 255 million.
CAM ACTS FOR SBI ON `15,727 CRORES TRANSACTION
WITH JINDAL STEEL
Cyril Amarchand Mangaldas advised the State Bank
of India concerning a transaction between SBI and
Jindal Steel Odisha Limited (JSOL), a wholly-owned
subsidiary of Jindal Steel & Power Limited (JSPL).
This was in relation to the financial assistance of
` 15,727 crores proposed by SBI to JSOL to set up
6 MTPA integrated steel plant situated at Angul,
Odisha (the ‘Project’). This is one of the largest
project financing transactions undertaken in the
steel sector to date.
16 JUNE-JULY 2022 www.legaleraonline.com
The Project & Project Finance Practice of Cyril DEAL CORNER | LE
Amarchand Mangaldas was led by Amey Pathak,
Partner & Co-Head Banking and Finance; Yash Jain, included SBI Capital Markets Limited (Acted as
Partner; with support from Arkoday Roy, Principal Consultant to SBI).
Associate, along with Soumya Khurana, Associate,
who advised SBI on the Transaction. The Transaction documents were executed on
1 June 2022 and the closing is expected to occur
Other Parties and Advisors to the transaction within this financial year upon the satisfaction of the
conditions precedent.
DSK LEGAL ADVISED KOTAK INVESTMENT ADVISORS REAL ESTATE FUND
FOR INVESTMENTS IN INDIA
DSK Legal advised Kotak Investment Advisors The DSK Legal team led by Mr. Hemang Parekh
Limited (“KIAL”), in relation to the closure of KIAL’s (Partner), Ms. Pooja Khanna (Principal Associate) and
12th real estate fund for investments in office assets Ms. Saumya Malviya (Senior Associate).
in India.
This fund will have a corpus of USD 590 million (US
Dollars Five Hundred and Ninety Million only) and is
formed with a wholly-owned subsidiary of Abu Dhabi
Investment Authority (“ADIA”) and is domiciled in
Gujarat International Finance Tech City (“GIFT City”).
DSK Legal assisted KIAL in, inter alia: reviewing,
negotiating and revising the contribution
agreement(s), investment management agreement
and the trust deed and drafting and reviewing of all
other ancillary documents related to the transaction.
ASHURST, ABL ADVISE ON SUPERHERO-SWYFTX MERGER JUNE-JULY 2022 17
In a $1.5 billion deal, cryptocurrency exchange
Swyftx will merge with trading platform
Superhero. The Australian crypto exchange
Swyftx has merged with equity trading platform
Superhero, creating a $1.5 billion combined
organization that combines digital assets and
traditional finance.
In the deal, Ashurst advised Brisbane-based
Swyftx and Arnold Bloch Leibler (ABL) advised
Sydney-based Superhero. With Swyftx,
customers can purchase and sell crypto assets,
while Superhero offers Australian and US stocks
and ETFs, as well as a superannuation fund. It is
www.legaleraonline.com
LE | WITHIN THE CIRCLE by partner Jason van Grieken from the firm’s
corporate and M&A practice.
expected that the merger will be completed in
the early part of the 2023 fiscal year. The deal arrives at a pivotal moment in the global
crypto market. Over the weekend, the price of
In his statement, Harper, a co-founder of bitcoin fell below $20,000, its lowest level since
Swyftx, said: “This proposed merger represents November 2020. At the beginning of the year,
a significant step for both businesses in their the world’s most popular cryptocurrency had
transformation from disruptive tech players reached nearly $50,000.
into a single, major financial institution capable
of expanding across domestic and international The market value of cryptocurrencies has
markets.” declined by more than $2tr since November
last year. Crypto lenders and exchanges are
At Ashurst, the team was led by partner Stuart temporarily suspending withdrawals as investors
Dullard, senior associate Tom McCann, associate have scrambled for the exits the past week.
Alex Cutting, and associate Rebecca Karpin.
Additionally, financial services regulatory Earlier this month, ex-Singapore government
partners Narelle Smythe and Corey McHattan, minister Calvin Cheng launched Dubai’s first
senior associates Nicky Thiyavutikan, Oliver regulated NFT investment company following
Digby, and Geena Davies, and associates Jack the establishment of the new Digital Assets
Collins and Conor Tarpey were involved in Regulatory Authority; it is the first regulator of
the project. The deal was also supported by IP digital assets anywhere in the world.
partner Nina Fitzgerald, employment partner
Jennie Mansfield, tax partner Ian Kellock, and As part of the new law, crypto exchange Bybit
global loans partner Kenneth Tang. moved its global headquarters to Dubai from
Singapore in April.
In spite of the firm’s refusal to disclose further
details, ABL’s corporate and M&A team was led
CYRIL AMARCHAND MANGALDAS ADVISED JP MORGAN FOR
BATA INDIA LIMITED
Cyril Amarchand Mangaldas advised JP Morgan The Capital Markets team of Cyril Amarchand
India Private Limited (JP Morgan), in relation to Mangaldas advised JP Morgan, the team was led
the Block trade by Bata (BN) B.V. in Bata India by Abhinav Kumar, Partner; with support from
Limited. Parth Desai, Senior Associate.
JP Morgan acted as broker to the sale transaction As a part of the Transaction, Bata (BN) B.V, the
aggregating to `669 crores (approx.). promoter of Bata India, undertook the sale by
way of one or more share sales on the screen-
based trading of BSE Limited and National Stock
Exchange of India Limited for an aggregate
consideration of `669 crores (approx.).
The Transaction involved a sale of 3,600,000
equity shares of the face value of `5 each of Bata
India Limited (Bata India), representing 2.80% of
the paid-up equity share capital of Bata India, by
Bata (BN) B.V.
Linklaters acted as the International legal counsel
to JP Morgan. The Transaction was signed on 31st
May, 2022 and was closed on 3rd June, 2022.
18 JUNE-JULY 2022 www.legaleraonline.com
DEAL CORNER | LE
NAIK, NAIK & CO. FORMS JV WITH ANAND & ANAND
Leading law firm -Naik Naik & Co. which is a full our respective strengths, skill sets, expertise,
service law firm has joined hands with Anand and and domain presence to boost mutual growth.
Anand, the top-tier Intellectual Property law firm PravinAnand is a luminary who has contributed
for Mumbai region. This new alliance will be led significantly to the evolution of India’s IP
by Madhu Gadodia, Deputy Managing Partner. jurisprudence. SafirAnand’s practice is niche,
path-breaking, and unconventional.
By way of this joint venture, the firms will combine
their IP and Media practices, more particularly The combined strength sets the stage for great
with a focus on IP protection, IP litigation, synergy towards driving growth and delivering
technology, media and entertainment, data value-driven solutions to our clients. We will
protection, fashion, advertising, social media, further enhance the synergy based on our robust
gaming, sports, and technology and lay focus on growth outlook.”
emerging technologies such as OTT, broadcasting,
digital media, internet convergence, tech- PravinAnand, Managing Partner, Anand and
based hybrid areas like fintech, ed-tech, agri- Anand, said, “The finalization of the joint venture
tech, health-tech and digital asset management with Naik Naik & Co is part of our strategy to
including currencies, NFTs and metaverse. amplify our presence and focus on newer and
emerging trends in technology and convergence.
Anand&Naik operations will be headed by Safir Ameet B. Naik is a pioneer and one of the leading
Anand, Senior Partner Head of Trademarks, lawyers in the media and entertainment space
Contractual and Commercial IP atAnand&Anand, and intellectual property globally, with extensive
and Ameet B Naik, Founder and Managing Partner experience in the sector. We look forward to
-Naik Naik & Co. They will assume their roles as collaborating with the team of Naik Naik & Co.”
Joint Managing Partners of the Joint Venture –
Anand &Naik. Safir Anand, Senior Partner, Anand and Anand,
said, “The synergy will set a benchmark for
PravinAnand, Managing Partner, will also be a conventional and transactional IP practice as well
part of the core leadership team. as path-breaking and revolutionary practice in
emerging areas such as virtual digital assets and
This newly incorporated Joint Venture is set to metaverse. Ameet B. Naik is a luminary in the
build a strong foundation to spread its presence media and entertainment space and one of the
across multiple practices with the combined skills sharpest minds in the legal realm. We are pleased
and competencies of 170 specialist lawyers. to collaborate with his team. The joint venture
demonstrates the power of shared vision to move
While the Joint Venture is limited to Mumbai, the forward and accelerate the growth in terms of
Delhi Branch of Anand&Anand will continue its practice areas.”
operations. Additionally, Abhishek Kale as the
Deputy Managing Partner at Naik & Naik will The new joint venture, Anand&Naik will take
continue to render its services as a full-service law effect from 1 July 2022.
firm with a focus on dispute resolution, litigation,
arbitration, international arbitration, corporate & JUNE-JULY 2022 19
transaction support, regulatory advice, mergers
& acquisition bankruptcy & insolvency, projects,
banking & finance, capital market, competition
law, private clients and family settlements.
The firm would advise a diverse clientele to
provide commercially viable legal advice and
committed legal representation to clients across
sectors.
Speaking on the merger, Ameet B. Naik, Founder,
and Managing Partner, Naik Naik & Co said,
“The collaboration will enable us to combine
www.legaleraonline.com
LE | WITHIN THE CIRCLE
DSK LEGAL ADVISED A GROUP OF INVESTORS ON 100% ACQUISITION OF
BLUEBRAHMA CLEAN ENERGY
With the government promoting environmental Sagar Kadam and Jayesh Kothari
friendly sources of fuel, it is a good investment
opportunity for companies. and shareholder’s agreement; sale deeds executed
between the holding company and the land
Leading law firm DSK Legal has advised a consortium owners; other ancillary documents in relation to the
of investors including GBL Clean Energy Private transaction; and assisting in execution and closing of
Limited, Golden Agri International Enterprises the transaction.
Private Limited and K N Agri Resources Limited
for their investment in Bluebrahma Clean Energy The DSK Legal team comprised Jayesh Kothari
Solutions Private Limited. (Associate Partner), Hemanshi Gala (Associate) and
Kunal Chopra (Associate). They were assisted on
It also advised the company on 100 percent real estate aspects by Sagar Kadam (Partner) and
acquisition of the shareholding of Sagar Industries Kinjal Gandhi (Associate). Hemang Parekh (Partner)
and Distilleries Private Limited from the existing provided strategic inputs on the structure of the
shareholders Nandu Kalani, Nirmal Kalani and the transaction.
Kalani family members regarding 95 acres of land
adjacent to the existing manufacturing facility at The Mumbai-based boutique real estate and
Nashik. general dispute resolution firm Federal & Company
represented the Company and the existing
The Company is engaged in the business of shareholders.
manufacturing raw material like molasses, grain and/
or sugar cane juice, extra neutral alcohol, ethanol,
rectified spirit and special denatured spirit. It hopes
to be one of the leading ethanol suppliers in the
country under the Government of India’s Ethanol
Blending Programme and National Policy on Biofuels.
The DSK Legal team advised on the overall structure
of the transaction; conducting legal due diligence
on the Company and the land; drafting, reviewing,
negotiating and finalizing the share purchase
agreement executed amongst the holding company
and the existing shareholders; share subscription
L&L PARTNERS ADVISED BIRLA FINANCE ON ASHFORD PROPERTIES
The economic assistance was for `115 crores. Karan Mitroo
www.legaleraonline.com
L&L Partners have advised Aditya Birla Finance on
providing financial assistance to Ashford Properties
Private Limited, a subsidiary of InterGlobe Hotels
Private Limited.
The transaction was for the development and setting
up of 206 keys ibis hotel at CST Road, Kalina in Mumbai.
The transaction team of L&L Partners (formerly
Luthra & Luthra Law Offices) was led by Partner
Karan Mitroo along with Associates Subhrajeet
Mahapatra and Pragya Verma.
20 JUNE-JULY 2022
DEAL CORNER | LE
CYRIL AMARCHAND MANGALDAS ADVISED ASIAN PAINTS ON
ACQUISITION OF WHITE TEAK
India’s Leading law firm Cyril Amarchand Smruti Shah
Mangaldas advised Asian Paints, India’s
leading paint manufacturing company and White Teak, for acquiring 100% shareholding
ranked among the top ten decorative coatings in White Teak over 3 tranches to be completed
companies in the world, on their acquisition in a period of 3 years.
of Obgenix Software Private Limited (known The Transaction was signed on 1st April, 2022;
as White Teak), a company engaged in the and closed on 2nd April, 2022.
business of decorative lighting and home
décor, from Mr. Pawan Mehta & Mr. Gagan
Mehta, the selling shareholders of White Teak.
Cyril Amarchand Mangaldas advised Asian
Paints. The general corporate practice team
was led by Smruti Shah, Partner; with support
from Aviral Chauhan, Principal Associate; and
Priya Gupta, Associate. Whereas White Teak
was advised by Wadia Ghandy & Co.
With this deal, Asian Paints Limited has
entered into a definitive agreements with
S&R ASSOCIATES ADVISED VODAFONE GROUP PLC ON `3.7 BILLION
ACQUISITION OF VODAFONE IDEA
Rajat Sethi, Tanya Aggarwal and Lakshmi Pradeep Leading law firm S&R Associates represented
Vodafone Group Plc, a multinational
telecommunications company, in the `33.7 billion
acquisition by Vodafone Group entities of equity
shares of Vodafone Idea Limited (“VIL”), a listed
telecommunications company in India, as part of
VIL’s `45 billion preferential allotment of equity
shares to its promoters.
The S&R team was led by partners Rajat Sethi,
Tanya Aggarwal and Lakshmi Pradeep, and
included associates Meher Mehta and Komal
Parakh.
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LE | LATERAL MOVES
ROPES & GRAY SECURES THREE-PARTNER PRIVATE EQUITY TEAM
Fried Frank Harris Shriver & Jacobson’s Dan Oates, During the year, Ropes & Gray’s London private
who heads Fried Frank’s European PE practice, has equity team advised on a record of 105 transactions
joined Ropes & Gray as a series of private equity worth £97bn, according to the legal directory
partners located in London. Chambers & Partners, which has an outstanding
reputation for advising on high-end buyouts across
Oates’ arrival will increase the number of partners the UK.
in Ropes & Gray’s London office to 33 of a total of
170 in-house lawyers, of which approximately 50 Acting managing partner of Ropes & Gray’s London
focus on private equity work. The Boston-based office, Jane Rogers stated that the firm has enjoyed
firm’s London hires continue a trend of ‘impressive’ an impressive trajectory over the past few years.
progress throughout the year 2021. In addition Clients look to us for advice on their most important
to these new hires, the firm recruited four new and complex matters.
partners internally within 2021 as well.
Annie Herdman, an antitrust partner at the firm,
Fried Frank has brought Simon Saitowitz, made up joined Kirkland & Ellis in March 2022, Emily Brown,
in 2019 and Angela Becker, one of 12 new partners funds partner at Schulte Roth & Zabel and Dr.
introduced this January, across with Oates, who Lincoln Tsang, life sciences regulatory partner,
joined the firm in 2015 from Kirkland & Ellis. also joined in 2021. There has not been all one-
way traffic, with the firm losing Judith Seddon, the
A few of the clients Oates advised at the New global co-head of its government enforcement and
York firm during his tenure included 3i, KKR, Apax white-collar practice, to Dechert in March 2022.
Partners and CVC Capital Partners. He served as
the co-leader of the team that advised Permira on In addition, Will Rosen, the office head in London,
the $180 million funding round it led for UK tech has been on secondment at Bain Capital in 2021.
firm GWI in February.
According to the Fried Frank spokesperson, London
remained a strategic priority for the firm. The firm
had seen “significant growth and cross-border
client work in this area.” She stressed that the firm
was “committed to maintaining and strengthening
our strong presence in London”.
With the opening of our new Brussels office, we
added our fifth office to our network and our
third office in Europe along with our London and
Frankfurt offices. A quintet of Wall Street colleagues
from rival Cadwalader Wickersham & Taft joined
the firm’s New York and Washington finance teams
in February.
22 JUNE-JULY 2022 www.legaleraonline.com
LATERAL MOVES| LE
DAMINI MARWAH, GENERAL COUNSEL, AXIS BANK, JOINS HDFC BANK
Damini Marwah joins HDFC Bank Ltd as Head Legal Her role further encompasses oversight of the firm’s
& Secretarial (Designate) to lead its Corporate Legal litigation strategy. She has recently been involved in
Division. Prior to this position he was leading a large appealing against allegations that its security creation
legal team as the General Counsel & Head - Law at was undervalued and of preferential transactions
Axis Bank Limited. under the Indian Insolvency & Bankruptcy Code,
among other significant matters.
Damini has close to two decades of experience
and has worked extensively in project finance, Marwah is a law graduate from Mumbai University
corporate finance, structured finance and private and holds a Master’s degree from Georgetown
equity. Damini also specializes in restructuring and University Law Center in the USA. A market
turnaround of non-performing assets and brings source is swift to single her out as an influential
a strong understanding of Indian regulatory and general counsel who “is impressive, hands-on and
strategic matters. understands the business very well.”
She has held the position of General Counsel at
Axis Bank since 2016. During this tenure, she has
continued to rise in prominence as a leading in-
house lawyer in the banking sector. Her previous
experience also includes stints at IL&FS, Citibank
India and ICICI Bank, experience which has made her
an expert in banking and regulatory issues and an
active speaker at relevant conferences and seminars.
She is well-versed in project finance, structured
finance and private equity investments and is also
highlighted for her sound grasp of regulatory issues.
JOHN THALIATH LEAVES GE TO JOIN A START-UP ZETWERK
John Thaliath joins a start-up, ZETWERK after also General Counsel, GE Global Research based
leaving the GE South Asia as General Counsel. in Bengaluru. John led the legal teams of all GE
ZETWERK is a manufacturing start up and is already businesses in the region and ensured enterprise-wide
a unicorn and profitable initiative, which is hardly consistency to GE’s legal strategy and approach. In
visible in a 3-year-old start-up. his role as General Counsel for South Asia, he was an
advisor to the GE senior leadership in the region and
His replacement at GE is in progress and will be drove GE’s thought leadership in the legal fraternity.
announced shortly. John had started working in GE
South Asia since May 2020. Since July 2016, he was John was an Attorney at Intel Corporation, responsible
for 16 countries in South East Asia before joining GE.
www.legaleraonline.com Prior to that he was an Attorney with TE Connectivity,
where he was responsible for Legal & Compliance
for India, Middle East and Africa. As Global Legal
Compliance Manager at the California-based IMI
Severe Service, he worked extensively in FCPA and
other anti-corruption compliance. John also had an
academic stint as the founding principal of the School
of Law, Christ University in Bengaluru, India.
John graduated in Law from Mysore University, India
and earned a Master of Laws degree from the London
School of Economics and Political Science, UK.
JUNE-JULY 2022 23
LE | LATERAL MOVES
SHALINI SAXENA, A LEADING GENERAL COUNSEL MOVES ON FROM PINE
LABS TO JOIN AS HEAD OF LEGAL AT COINDCX
Till early this month as General Counsel for Pine solutions for businesses, strategic investments
Labs, a unicorn company in the fintech space, and acquisitions across multiple geographies.
which she joined in 2019, she has gone to the
edge joining a leading crypto company in India.
Her journey of over two decades started with a
Delhi-based law firm, Kundra & Bansal, working
as a litigating and corporate associate. Moving
in-house she joined GE Money as counsel for
financial and credit card businesses. Later, she
joined Naspers, a South Africa-based company to
support their Asia startup ventures. Thereafter,
she rejoined GE as General Counsel for their
Tier 1 Renewables business.
Some key industries she has worked include
fintech, social media, R&D, power, renewable
(wind, hydro & solar) implementing turnkey
VARUN VARMA AND JAGRITI BHATTACHARYA JOIN PINE LABS
Varun Varma and Jagriti Bhattacharya ecosystem for our customers, entering new
markets, and forging strategic partnerships to
The unicorn company said it was in one of its most engineer growth outside India. Varma’s wealth of
exciting phases. international experience in payments and fintech
will be invaluable to us going forward.”
The Indian merchant commerce platform, Pine Labs
has announced key appointments to the senior Rau further added, “We are equally thrilled to have
leadership team. It has brought on board Varun Bhattacharya accept the role of the general counsel.
Varma as the head of the strategy and corporate Some of the key verticals at our company such as
development and Jagriti Bhattacharya has been human resources, legal, and online payments are
appointed as a general counsel. headed by women leaders and that says something
about our continued commitment to building an
Amrish Rau, the CEO at Pine Labs said, “At Pine equal opportunity organization for all.”
Labs, we are building a complete omnichannel
Based out of Singapore, Varma will head the
strategy and corporate development for the firm.
Previously, he led the corporate strategy for PayPal
across its international markets. His focus areas
included the fast-growing markets in APAC and
LatAm.
Prior to that, he served the leading global
management-consulting firm McKinsey & Company
across markets in Southeast Asia, gaining rich
cross-sectoral experience. He has also worked with
retail banking and wealth management verticals in
various roles at Citibank.
24 JUNE-JULY 2022 www.legaleraonline.com
Bhattacharya was earlier the chief counsel, South LATERAL MOVES| LE
Asia, with Thomson Reuters, the London Stock
Exchange Group. She has also worked with Citibank guidance.
advising on key transactions. She also supported
the launch of innovative financial products in South Pine Labs serves prominent large, mid-sized and
Asia and provided insights into the treasury legal small merchants across India and Southeast Asia.
function, earning ample experience in international Last year, the company acquired Fave, a consumer
arbitrations. fintech platform that provides a smart payment app
to the smart generation of consumers looking to
She has also sat on the board of directors of various pay and save.
companies and provided corporate governance
The key investors of Pine Labs include Sequoia India,
Actis Capital, Temasek, PayPal and Mastercard.
SUMIT BANSAL JOINS S&R ASSOCIATES
Operating from the New Delhi office, he will lead The firm’s practices include mergers and
the firm’s tax practice. acquisitions; capital markets; private equity;
litigation and arbitration; investment funds;
Sumit Bansal has joined S&R Associates as a banking and finance; restructuring and insolvency;
retained partner. His practice focuses on taxation competition law; real estate; tax; corporate
and tax structuring and he advises Indian and governance; employment; regulatory; and general
global clients on corporate, transactional and corporate.
litigation-related tax matters.
His expertise lies in cross-border mergers
and acquisitions (inbound and outbound),
private equity, restructuring and schemes of
arrangement.
Bansal has previously worked with
PricewaterhouseCoopers (PwC) and Ernst &
Young (EY) in New Delhi.
Having offices in New Delhi and Mumbai, S&R
Associates has about 100 lawyers, including 27
partners and counsels.
www.legaleraonline.com JUNE-JULY 2022 25
LE | LATERAL MOVES
VISHROV MUKERJEE JOINS TRILEGAL’S DISPUTES TEAM
The partnership strength at the firm is now 79. we believe his experience before the courts
and regulatory authorities in the energy and
Indian law firm Trilegal is set to gain, as Vishrov infrastructure sectors will accelerate our growth
Mukerjee joins it after leaving J Sagar & and strengthen our existing client relationships.”
Associates where he served as a Partner.
Mukerjee has over 15 years of experience and
Nishant Parikh and Sridhar Gorthi, the Partners his practice portfolio encompasses regulatory
and members of the management committee disputes, arbitration in the infrastructure sector
at Trilegal, said, “We are delighted to welcome and commercial litigation.
Mukerjee. Our disputes practice has been
growing significantly over the last several years He is a 2007 graduate of the West Bengal
and we are committed to continued investment National University of Judicial Sciences, Kolkata,
in its growth. We believe Mukerjee’s experience and was made a Partner at JSA in 2016.
will help us fortify our existing practice, serve
our clients better, and make the best of new
opportunities.”
Partner and Head of the Disputes practice at
Trilegal, Shankh Sengupta, said, “We are excited
to add Mukerjee into our partnership. He is a
welcome addition to our growing disputes
practice. He will increase our existing bench
strength on commercial and regulatory disputes.”
Neeraj Menon, Partner and Head of the Projects
practice at the firm, said, “Mukerjee’s work
adds to our project practice’s strengths and
ANUJ BERRY JOINS TRILEGAL Berry began his legal career with the erstwhile
Amarchand Mangaldas (now Shardul Amarchand
He was the Litigation Partner at Shardul Amarchand Mangaldas) in 2006 and was made Partner with
Mangaldas. the firm’s Litigation, Dispute Resolution and White
Anuj Berry has joined Trilegal, one of the top Collar Defence Group in 2015.
corporate legal firms founded in 2000.
26 JUNE-JULY 2022 Nishant Parikh and Sridhar Gorthi, the Partners and
members of the management committee at Trilegal
said, “We are delighted to welcome Berry. Our
disputes practice has been growing significantly
over the last several years and we are committed
to continued investment in its growth. We believe
Berry’s experience will help us fortify our existing
practice, serve our clients better, and make the
best of new opportunities.”
Partner and Head of the Disputes practice at
Trilegal, Shankh Sengupta, said, “We are excited to
add Berry into our partnership. He is a welcome
addition to our growing disputes practice. His
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addition will increase the existing bench strength LATERAL MOVES| LE
on commercial and regulatory disputes.”
Court. He has handled ad-hoc international
Berry has been engaged in litigation relating arbitration for major multinational corporations
to energy sector disputes, general commercial pertaining to infrastructure projects and shares
litigation, shareholder disputes, white-collar crime- purchase agreements. He has also undertaken
related matters, company law-related disputes, and institutional international arbitration for major
litigation arising out of competition legislation. multinational corporations in the transport and
food industries.
He practices across all major forums with a focus
on commercial disputes before the Supreme Berry graduated from the West Bengal National
University of Judicial Sciences, Kolkata and holds a
Bachelor of Civil Law from the University of Oxford.
ANURAG ABHISHEK IS NOW A PARTNER AT S&A LAW OFFICES
He has been serving the firm for over four years. with the real estate development firm Ambience
Group. He has also worked with law firms
S&A Law Offices (formerly Singh & Associates) Pathak & Associates, RK Law Offices and JMN
has announced the elevation of Anurag Abhishek & Associates.
to the position of a Partner in the Litigation
Practice Group.
The firm has also elevated 14 other key members
to the position of a Partner Designate, Senior
Principal Associate, Principal Associate and
Senior Associate across all its practice areas.
Among the 15 promoted, 7 are women.
Abhishek is a 2010 graduate of the Campus Law
Centre, Faculty of Law, University of Delhi.
Working out of S&A Law Offices’ Delhi branch,
he joined it in 2018 after leaving LexLegal, where
he served as an Executive Partner.
Prior to that, he worked as an in-house Counsel
SUDESHNA GUHA ROY JOINS BHARUCHA & PARTNERS
She was the Founder Member and Partner at Vidhii
Partners.
Sudeshna Guha Roy has joined Bharucha &
Partners in the Commercial Disputes, Domestic
and International Commercial Arbitration practice
at the firm’s Mumbai office.
After graduating from Symbiosis Law School, Pune
in 2006, Roy began her career at Paras Kuhad &
Associates, where she worked for over three years.
Soon after, she founded Vidhii Partners &
www.legaleraonline.com JUNE-JULY 2022 27
LE | LATERAL MOVES She regularly advised clients on Slum Rehabilitation
Authority Schemes, re-development projects,
Advocates in Mumbai. acquisition and development of real estate including
due diligence in respect of title of the property,
She handled complex litigation involving various drafting and vetting related agreements.
aspects of civil laws, the Companies Act, IPR Laws
and the Arbitration Act at various forums including
the Supreme Court and high courts.
KARANVIR GILL JOINS JIO PLATFORMS AS HEAD OF LEGAL
He will work out of the Gurugram office of the
company.
Former Head Legal Counsel at Network 18,
Karanvir Gill has joined Jio Platforms as Head of
Legal.
With over 16 years of experience at leading law
firms Khaitan & Co and AZB & Partners as an
in-house counsel, Gill joined Jio Platforms after
a decade of working with Network 18. He was
elevated to Head Legal Counsel at the Indian media
conglomerate in November 2020.
Gill began his career with Paras Kuhad & Associates
and worked there for two years.
MANASVINI RAJ REJOINS CYRIL AMARCHAND MANGALDAS
She was working as a Counsel with International & Mangaldas in 2010 and worked with the firm
Finance Corporation, the World Bank Group. till 2017. Thereafter, Raj pursued her LL.M. at
Stanford Law School.
Manasvini Raj has rejoined Cyril Amarchand
Mangaldas (CAM) as a Partner in its Financing She has over 11 years of experience in advising
Practice. She will work out of the firm’s Mumbai lenders, multilateral institutions, export credit
office.
Welcoming Raj on board, Managing Partner Cyril
Shroff said, “I am delighted to welcome her back.
Her knowledge and experience will be valuable
assets to our financing practice.”
On rejoining the firm, Raj said, “I am excited
to be back to Cyril Amarchand Mangaldas and
looking forward to working with a great group
of talented lawyers.
Raj is a 2010 graduate of the National Academy
of Legal Studies and Research, University of Law,
Hyderabad. She joined the erstwhile Amarchand
28 JUNE-JULY 2022 www.legaleraonline.com
agencies, sponsors, investors, borrowers and LATERAL MOVES| LE
contractors. With a specialization in project
finance, structured finance, project development Prior to her rejoining CAM, Raj worked as Asia
and M&A in the infrastructure and energy legal team Counsel with International Finance
sectors, she has led high-value deals and cross- Corporation, World Bank Group in Mumbai for
border transactions across Asia, the Middle East, two years. Before that, she was with White &
Australia and North America. Case LLP in New York and also had a stint as
a Research Assistant at Stanford University
Graduate School of Business.
PROF RANBIR SINGH JOINS IILM LAW SCHOOL AS PRO-CHANCELLOR
With its first academic session commencing Bangalore.
in 2019, IILM Law School has been located in
Haryana’s Gurugram city. A founding vice-chancellor at NALSAR
Hyderabad, he was instrumental at its
Previously the Vice-Chancellor of National Law establishment in 1998. During his tenure there,
University, Delhi and NALSAR Hyderabad, Prof he taught law for ten years, before he became
Ranbir Singh has joined IILM Law School in the inaugural Vice-Chancellor of National Law
Gurugram, Haryana as Pro-Chancellor. University, Delhi in 2008. After twelve years
at NLU Delhi, Prof. Singh’s contract ended in
Professor Singh is an administrator and September 2020. He was succeeded by Prof.
academician with over four decades of Srikrishna Deva Rao.
experience. In 1978, he held a faculty position
at Kurukshetra University after completing As a member of the Bar Council of India’s Legal
his Ph.D. He moved to Maharshi Dayanand Education Committee, Prof Singh served in that
University in Rohtak, from there, where he capacity. Under his leadership, a Committee was
served in several capacities, including Professor, formed to prepare a draft bill for the abolition
Head Dean and Proctor, until 1996. During of child labor with the assistance of the
the academic year 1996-97, he taught law at International Labour Organization (ILO).
the National Law School of India University in
Having served on an advisory committee
formed by the Department of Biotechnology,
Government of India to recommend draft
legislation for DNA profiling, he has expertise in
the draft legislation.
In addition to that, he served on the Ministry of
Home Affairs’ Soli Sorabjee Committee, which
drafted the New Police Act.
Furthermore, he has served as a member of the
National Committee in charge of administering
the Rajiv Gandhi Advocates Training Scheme
launched by the Ministry of Law and Justice in
2011. In the 19th Law Commission of India, he
was a member (part-time).
The inaugural academic session of the IILM Law
School began in 2019, under the guidance of
Chancellor Dr SY Qureshi (former Chief Election
Commissioner), Vice Chancellor Dr Sujata Shahi
and Dean Dr Asha Verma.
www.legaleraonline.com JUNE-JULY 2022 29
LE | LET’S UPHOLD
Recent Developments
ADnivdeTrresnidtys In&
Inclusion In
Japan
30 JUNE-JULY 2022 www.legaleraonline.com
LET’S UPHOLD | LE
When D&I training and
awareness are insufficient,
top-level personnel often
fail to recognize their lack of
sensitivity to D&I issues
www.legaleraonline.com JUNE-JULY 2022 31
LE | LET’S UPHOLD I n the 2020 Global Inclusiveness Rankings published by the
Othering & Belonging Institute at UC Berkeley1, Japan is
TAEKO SUZUKI ranked 24th in the world. However, in recent years, there
Partner have been several cases in Japan in which members of the
top management of companies and organizations have made
NATSUKI HOSOYA statements that were inappropriate from the perspective of diversity
Associate Attorney and inclusion (D&I) and, as a result, both the speaker and his or
32 JUNE-JULY 2022 her company suffered significant damage. For example, last year,
the former Chairman of the Tokyo Organizing Committee for the
Olympic and Paralympic Games resigned from his position after
he made inappropriate remarks about women. His comment that
meetings that included female board members would “take a lot of
time” received severe domestic and international censure. Similar
incidents triggered by senior officers of listed corporations in
Japan also have drawn substantial, harsh criticism, and some of the
impacted companies’ stock prices have fallen sharply as a result.
These incidents may have many root causes, but insufficient
corporate governance from the perspective of D&I ranks high among
them. When D&I training and awareness are insufficient, top-level
personnel often fail to recognize their lack of sensitivity to D&I
issues. Further, appropriate corporate disclosures concerning D&I,
and placing companies under the watchful eye of third parties
and the public at large, also should be effective to help maintain
appropriate corporate governance and attention to vital D&I issues.
This article discusses recent developments and trends in D&I in
Japan, mainly from the perspective of corporate governance and
disclosure of information related to D&I.
Revision of the Corporate Governance Code
Unlike India, where the Companies Act requires every listed and
certain public companies to have at least one woman on the board
of directors, Japan currently has no laws or regulations that impose
any D&I duties on companies. However, an increasing number of
Japanese companies are becoming aware of the importance of
D&I, including diversity on the board, to ensure effective corporate
governance.
On June 11, 2021, the Tokyo Stock Exchange, Inc., Japan’s largest
stock exchange, published a revised Corporate Governance Code
(“CGC”). The CGC is a principle-based guideline that outlines
key principles for listed companies to achieve effective corporate
governance. While the CGC does not impose any obligations on listed
companies, the Tokyo Stock Exchange rolled out a major market
segment restructuring in April 2022, and the revision of the CGC
prior to that restructuring had a significant impact on many listed
companies that wanted to stay in the top section of the Tokyo Stock
Exchange.
1 https://belonging.berkeley.edu/sites/default/files/2020_inclusiveness_index.pdf
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LET’S UPHOLD | LE
The CGC emphasizes the importance of ensuring diverse human The revisions
resources, and also amended or established several principles relating above suggest
to D&I. that, for Japanese
One of the most important points in this revision is designed to ensure companies, D&I
diversity in core human resources, and involves: (a) identifying ideas, is seen not only
and voluntary and measurable targets, for ensuring diversity in core as a remedy for
human resources, such as the appointment of women, foreign nationals, inequality, but
and mid-career recruiters to managerial positions, and disclosing also is being
the status thereof; and (b) disclosing the company’s human resource positioned as a
development policy and in-house environmental development policy way for companies
for ensuring diversity, as well as the status of implementation thereof. to respond to the
This will provide a framework for promoting and nurturing diverse changing market
core human resources, which will lead to diversification of directors environment,
and management-level personnel in the future, resulting in more improve sustainable
effective corporate governance. The revision requires companies to
take and disclose effective measures to this end. growth and
In addition, while the previous CGC did encourage listed companies to corporate value,
ensure their boards of directors included persons of diverse genders and strengthen
and nationalities, the revision established additional categories:
diversity of careers and ages. In Japan, diversity issues have tended their
to focus primarily on gender, but this revision has made it clear that competitiveness
effective corporate governance requires ensuring various types of
diversity on the board of directors. JUNE-JULY 2022 33
The revisions above suggest that, for Japanese companies, D&I is seen
not only as a remedy for inequality, but also is being positioned as a
way for companies to respond to the changing market environment,
improve sustainable growth and corporate value, and strengthen
their competitiveness.
Disclosure of Information Relating to D&I
In recent years, ESG investment has expanded in Japan, and the
www.legaleraonline.com
LE | LET’S UPHOLD “ Japanese companies might
be required to disclose
importance of disclosing non- more D&I information in
financial information, including the near future
D&I information, has increased.
Some experts on ESG actively, by introducing several good examples of the disclosure of
investment have pointed out that D&I information in its annual named Collection of Good Examples of
many Japanese companies have Non-Financial Information Disclosure, published in November 2020
not been evaluated properly by and December 2021.
institutional investors due to As a result, in recent years, many Japanese companies have been
insufficient disclosure of non- disclosing D&I information more clearly and thoroughly, for example,
financial information, even changes in the proportion of female officers and managers they
though the companies actually employ. In addition, the FSA has adopted a stance of further promoting
do take sufficient measures in disclosures of non-financial information, including D&I information.
this regard. For example, the Disclosure Working Group of the Financial System
Currently, there are no laws Council of the FSA has raised the theme of proper disclosure by
or regulations that require Japanese companies, including the manner in which those companies
companies to disclose non- disclose information on sustainability; the FSA also has analyzed
financial information in the increase or decrease in the appearance of phrases like “women
Japan. However, the CGC in managerial positions” and “women in executive positions” in
requires listed companies to financial reports published by Japanese corporations. This suggests
make appropriate disclosures that the FSA may decide to require Japanese companies to disclose
concerning their efforts D&I information in the near future.
toward sustainability and, as
mentioned above, encourages
them to disclose information
on their methods of ensuring
the diversity of core human
resources and other personnel.
The Financial Services
Agency (“FSA”), which is the
government agency in charge
of these disclosures, also has
been encouraging companies
to disclose D&I information
ATBHOUET Author: Taeko Suzuki
Designation: Partner
AUTHOR
Taeko heads the India desk of the firm and advises leading Japanese corporations on their investments into India,
other South Asian countries and the Middle East.
Author: Natsuki Hosoya
Designation: Associate Attorney
Natsuki specializes in DE&I (Diversity, Equity, & Inclusion) matters, and has extensive experience in cases requiring
an understanding of labor and compliance law.
Disclaimer – The views expressed in this article are the personal views of the author and are purely informative in nature.
34 JUNE-JULY 2022 www.legaleraonline.com
LET’S UPHOLD | LEERA
11TH ANNUAL
GLEEGANL NEXT 2022
BUSINESS & LAW CONGRESS
2 DAYS
CONGRESS
COMING SOON
KEY DISCUSSION AREA
15+ = Ethics Next Legal Trends
= Divergent Consumer Policy
= ESG - Where Do India Stand On ESG Today?
KEY EMINENT = The Unheard Voice: The Independence Of Independent Directors
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JUNE-JULY 2022 35
LE | LET’S UPHOLD
Online Gaming
EInvoThlveinWg aSkteaOkesf
Most States have
modeled their own
legislations on the key
premise of the Act of
1867 of permitting
games of skill but either
prohibiting or regulating
games of chance
Gambling has historically been seen
not just as a mode of entertainment
but also as a social stigma depleting
the financial and qualitative standard
of living of individuals. It has
witnessed the regulatory roller-coaster since the
pre-Independence era with the Public Gambling
Act, 1867 which expressly prohibited the owning,
running or being in-charge of a gaming house
or even the act of participating in any form
of gaming, whether for stakes or otherwise.
However, games purely based on an exercise of
skill were specifically excluded from the ambit
of this legislation. Subsequently, the Indian
Constitution segregated the subject whereby
Lotteries were placed in the Union List, bringing
it within the legislative prerogative of the Central
Government while Betting and Gambling were
placed in the State List. As a result, there is a
multiplicity and consequent lack of uniformity
in the laws pertaining to betting and gambling
in India and each State is promulgating its own
legislative regimen in this regard.
36 JUNE-JULY 2022 www.legaleraonline.com
LET’S UPHOLD | LE
www.legaleraonline.com JUNE-JULY 2022 37
LE | LET’S UPHOLD The modern-day penetration of gambling and betting into the virtual
space and the proliferation of the digital economy, warrants a dive
NAYONA ROY into the volatile legislative framework impacting not just the users and
Head Legal administrators of online gaming houses but also endorsers and brand
affiliations thereof.
SHIKHA SHUKLA The Supreme Court in the matter of State of Bombay vs. RMD
Assistant Manager Legal Chamarbaugwala (1957 AIR SC 699), for the first time, elucidated the
38 JUNE-JULY 2022 difference between games of chances and skill in holding that games
and competitions in which success and consequent earnings were not
substantially dependent on the exercise of skill were essentially acts of
gambling and such games could by no means be treated as practice of
any trade, profession, occupation, or business embodied as a fundamental
right under Article 19 (1) (g) of the Constitution.
Most States have modeled their own legislations on the key premise of
the Act of 1867 of permitting games of skill but either prohibiting or
regulating games of chance. The position in law on what constitutes a
game of chance or skill, is evolving with judicial precedents and often
overriding legislative provisions. For instance, the erstwhile gaming
laws in Andhra Pradesh permitted games of mere skill, but the recent
legislative amendments have completely banned both games of chance
and skill played against a monetary stake. Surprisingly, this comes after
the landmark judgment in the matter of State of Andhra Pradesh vs. K.
Satyanarayana and Ors. (AIR 1968 SC 825) in which the Supreme Court
formulated the test of preponderance to state that though all card games
would involve some degree of chance, rummy predominantly involves the
skill of holding and distributing cards and should be legitimized as a game
of skill.
Similarly, the Tamil Nadu Gaming Act, 1930 prohibited all games against
a monetary stake which was further extended to online gaming by the
Amendment of 2020. However, the Madras High Court struck down the
said amendment in the matter of Junglee Games India Pvt. Ltd. vs. State
of Tamil Nadu (AIR 2021 Mad 252), on the grounds that rummy, poker
and chess are games of skill with little difference between their physical
and virtual versions and banning them would be ultra vires Art. 19(1)(g)
of the Constitution. The Court explicitly restricted the State’s power to
legislate on betting and gambling to games of chance alone. Previously,
the Supreme Court in the matter of Dr. KR Lakshmanan vs. State of Tamil
Nadu (AIR 1996 SC 1153) emphasized the intent of gambling being to
gain a reward over the amount played based upon a chance event and that
it is the dominant element of skill or chance in the success of the players
which determines the character of the game. Pursuant to the Madras
High Court decision in Junglee Games and on the same principles, the
Kerala High Court, in the matter of Head Digital Works Pvt. Ltd. vs. State
of Kerela (2021 4 KLJ 738), has overridden the notification to the Kerala
Gaming Act banning rummy played online against monetary stakes as
ultra vires the Constitution. However, certain States like Assam, Odisha
and Telangana continue to prohibit all kinds of gaming against stakes
whether based on skill or chance.
At the same time, many of the North-Eastern States like Sikkim and
Nagaland have taken a pragmatic view and brought in place a licensing
www.legaleraonline.com
The position in law on what LET’S UPHOLD | LE
constitutes a game of chance
or skill, is evolving with judicial The Online Gaming (Regulation)
Bill of 2022 has sought to lay to
“precedents and often overriding rest, the legislative inconsistency
legislative provisions with respect to online gaming.
The Bill which has just been
regime to regulate participation in games of skill. While Nagaland has introduced before the Parliament
exhaustive licensing regulations for online games of skill only, Sikkim attempts to create a centralized
extends the same to games of chance such as online casinos through quasi-judicial body empowered
intranet gaming terminals, excluding access of local residents. Meghalaya to grant, suspend and revoke
is taking cue from both these States and is in the process of formulating licenses to gaming operators
its regulations. Further, Goa has always followed a liberal approach of on the basis of which they are
permitting casinos and other games of chances through a valid license. permitted to carry on gaming
With the changing regulatory environment, superstars like Shah Rukh activities against monetary
Khan are endorsing online gaming sites which remains a grey area from stakes and makes a violation
a regulatory standpoint. The 2017 Guidelines issued by the Advertising of the licensing regulations
Standard Council of India (ASCI) imposes an obligation on celebrities to punishable with imprisonment.
conduct due diligence to ensure that the claims endorsing prize competitions The Bill acknowledges the
and lotteries are not false/misleading and the products endorsed are not potential of foreign investment in
contrary to the law. In 2020, ASCI issued further guidelines mandating this sector subject to conditions to
specific disclaimers to be incorporated in advertisements of real money be notified and exempts providers
gaming. Further, the Consumer Protection Act, 2019 imposes penalties on of backend hosting services
endorsers for making misleading advertisements, unless exercise of due for international gaming sites.
diligence by such to verify the claims, is proven. The Bill however highlights the
dichotomy of a central legislation
attempting to bring uniformity
in a largely contentious State
subject. One has to wait and see
if the Bill is able to see the light
of day.
ATBHOUET Author: Nayona Roy
Designation: Head Legal
AUTHOR
Nayona Roy heads the Legal Team at Qyuki Digital Media Pvt. Ltd., a new age media company founded
by the late Samir Bangara, AR Rahman, and Shekhar Kapur which has built India’s largest digital creator
network and is based out of Mumbai. Nayona is a key member of the thought leadership team at Qyuki
driving adoption and integrated implementation of the Web 3 technology in the creator economy. Previously,
Nayona has worked with some of the global FMCG giants across areas of regulatory, litigation and contract
management, as well as brand partnership before embarking on her journey in the technology space with
Qyuki. At Qyuki, Nayona is working closely on the nuances and challenges of the digital creator economy
and partnering expansion of business via projects including penetration into e-commerce, virtual gaming,
creation of NFTs and path-breaking intellectual property.
Author: Shikha Shukla
Designation: Assistant Manager Legal
Shikha Shukla is part of the Legal Team at Qyuki Digital Media Private Limited, a new age digital media
company. With over 4 years of experience primarily in corporate commercial dispute resolution and
advisory and alternative dispute resolution, Shikha’s current role at Qyuki includes projects related to
Qyuki’s Intellectual Property, E-commerce platforms and licensing and monetization of creator content on
various social media platforms.
Disclaimer – The views expressed in this article are the personal views of the authors and are purely informative in nature.
www.legaleraonline.com JUNE-JULY 2022 39
LE | TAKE ON BOARD
ICP OWAVIVIEDR -FO1R9
NSOOLTUATIOFINTTING
Unlike with patent rights,
there is no clear, easy
fix contained within the
proposed waiver to
overcome these hurdles,
and pharmaceutical
companies will likely
strenuously resist such
technology transfer if their
patent rights are waived
40 JUNE-JULY 2022 www.legaleraonline.com
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www.legaleraonline.com JUNE-JULY 2022 41
LE | TAKE ON BOARD Discussion around waiver on intellectual property rights (IP
rights), particularly, patent rights, has gained immense
PRACHI AGARWAL relevance in light of the COVID-19 pandemic and the shortage
Partner of vaccines across nations. In this regard, India and South
Africa had submitted the proposal for a temporary waiver on
RIDHIE BAJAJ IP rights to the World Trade Organization (WTO) in October 2020 with
Senior Associate further revisions in May 2021.
42 JUNE-JULY 2022
WTO Proposal for TRIPS waiver for COVID-19:
Communication from India and South Africa
The proposal for waiver from certain provisions of the TRIPS agreement
for the prevention, containment and treatment of COVID-19 inter alia
states as follows:
“The obligations of Members to implement or apply Sections
1, 4, 5 and 7 of Part II of the TRIPS Agreement or to enforce
these Sections under Part III of the TRIPS Agreement, shall be
waived in relation to health products and technologies including
diagnostics, therapeutics, vaccines, medical devices, personal
protective equipment, their materials or components, and their
methods and means of manufacture for the prevention, treatment
or containment of COVID-19… This waiver shall be in force for at
least 3 years from the date of this decision…”
Further rounds of discussion, more recently in March 2022, have led to
a tentative agreement among the four World Trade Organization (WTO)
member countries, namely United States, European Union, India and South
Africa on key elements which inter alia limit the scope to only patents
for COVID-19. If adopted, the waiver would authorize use of “patented
subject matter required for the production and supply of COVID-19
vaccines without the consent of the right holder to the extent necessary
to address the COVID-19 pandemic.”Further, it is also proposed that “IP
rights would also be waived for ingredients and processes necessary for
COVID-19 vaccine manufacture, a move aimed at granting critical know-
how to many countries lacking expertise, especially for advanced mRNA-
type vaccines.”1
Notably, the waiver is aimed to be availed by only those member countries
which have exported less than 10% global exports of COVID-19 doses in
2021 and does not cover within its ambit COVID-19 treatments or tests.
The consensus is only tentative and as any agreement, for it to be adopted,
it requires acceptance of 164 member countries of the WTO, which may
still be a long shot.
Global discussion around waiver on IP rights for
COVID-19 vaccines
Meanwhile, this discussion on IP rights’ waiver has sparked rounds of
debates across the globe and attracted the attention of countries and
1 https://www.reuters.com/business/healthcare-pharmaceuticals/us-eu-india-s-africa-
reach-tentative-pact-covid-vaccine-ip-waiver-sources-2022-03-15/
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TAKE ON BOARD | LE
Patents are not the bottleneck.
There is no evidence that IPRs
are impeding the manufacturing
and distribution of vaccines and
treatments for COVID-19
stakeholders revealing two completely opposite interpretations of difficult for low and middle-income
the role IPRs play in this pandemic. On the one hand, WTO members countries to start COVID-19
supporting the proposal stress that IPRs stand in the way of scaling up vaccine manufacturing, regardless
vaccine production and that the flexibilities offered under TRIPs, such of the removal of patent barriers
as import–export, compulsory licenses, are too cumbersome to be relied from the TRIPS waiver.
upon as means of enabling access. Opposing WTO members, on the other The leading vaccines using
hand, claim that IPRs are a small and insignificant element impacting mRNA are difficult to reproduce
vaccine production and allocation and the unprecedented speed in the and having the ‘‘blueprints’’
development of COVID-19 vaccines show that the waiver would constrain does not guarantee safe and
their current production ability and discourage future advances. effective production. The key
As per the pharmaceutical industry, adequate supply of vaccines globally ingredients and process of vaccine
can be sufficiently ensured through ongoing voluntary licensing agreements manufacturing involve know-how
and technology transfer of COVID-19 treatments. Moreover, the ability of and trade secrets. Thus, forcing
third-party manufacturers to produce the vaccines also remains doubtful transfer of such information under
as also ensuring their quality and efficacy. Further, if the waiver will be a waiver is difficult to imagine.
applicable only to patents, a patent holder would not necessarily be under There are various challenges to
any obligation to transfer technology or know-how, which is especially the supply and timing of delivery
critical for the mRNA vaccines. which depend on factors such as
local regulatory approval, country
Why waiver of IP rights for COVID-19 may not fix the readiness, logistics, capacity for
global shortage of COVID-19 vaccines in-country distribution. As per
Moderna CEO, Stéphane Bancel,
Vaccines involve complex biological products, raw materials with lengthy “It’s not a matter of patents, but
manufacturing and control processes which are far more complicated infrastructure capabilities’ that
than small molecule pharmaceutical preparations. There are a number are the greatest impediment to
of challenges involved with vaccine manufacturing, from sourcing active increasing access to affordable
pharmaceutical ingredients and machinery, to testing, packaging and vaccines.”
storage. Substantial investment and know-how, deep expertise in the
subject matter and years of experience are required at different stages of Conclusion
vaccine manufacturing process.
However, unlike with patent rights, there is no clear, easy fix contained Efforts should be made to
within the proposed waiver to overcome these hurdles, and pharmaceutical enable prompt and effective use
companies will likely strenuously resist such technology transfer if their of existing flexibilities in the
patent rights are waived.Without knowledge transfer , it will be extremely TRIPS Agreement. Concerted
www.legaleraonline.com JUNE-JULY 2022 43
LE | TAKE ON BOARD Without protection of IP,
there would be less new
and coordinated efforts involving knowledge and thus less
governments and the private
sector should take center stage to innovation
ensure that generic manufacturers
which have the capacity and ability international institutions and international endeavors outside the WTO.
to manufacture vaccines, ramp up The WTO members while deciding their vote will have to bear in mind to
their production so as to ensure not eliminate the incentives that are essential to inspire the innovations
ample supply and to bring more that make new medicines possible.
facilities to scale. Instead, there is need for concerted and coordinated efforts on a
Patents are not the bottleneck. global level involving governments to re-enforce supply chains, upgrade
There is no evidence that the IPRs infrastructure and ensure distribution to provide the level of access
are impeding the manufacturing needed to combat the global pandemic. Encouraging voluntary licenses
and distribution of vaccines and technology transfer of COVID-19 treatments will also increase the
and treatments for COVID-19. production capacity.
Instead, IP rights incentivize After all, killing the goose that lays the golden egg is never a wise idea.
rights’ holders to innovate and
contribute to the R&D accessible
to the public at large. Without
protection of IP, there would be
less new knowledge and thus less
innovation. Thus, WTO members
must deliberate and rationalize
ways to combine efforts to reach
solutions via multilateral action in
ATBHOUET Author: Prachi Agarwal
Designation: Partner
AUTHOR
A graduate of National Law University Jodhpur and having done her LLM in Intellectual Property
from The George Washington University Law School, Ms. Agarwal worked as a patent prosecution
assistant at Ditthavong Mori & Steiner, P.C (Virginia) between 2008 and 2011 before starting her
journey at Anand and Anand in 2012. Ms. Agarwal is a licensed attorney in the Commonwealth of
Virginia and is registered with the Bar Council of Delhi. Ms. Agarwal has been a partner at Anand
and Anand since 2018 and is intricately involved in intellectual property litigation including Patents,
Trademarks, Copyright and Designs.
Author: Ridhie Bajaj
Designation: Senior Associate
Ridhie is a litigator before the High Court of Delhi, focusing particularly on Intellectual Property
(IP) Law. Ridhie has represented and advised primarily pharmaceutical multinational companies in
contentious IP litigation matters. She also advises clients in non-contentious matters pertaining to
IP (including advisory and prosecution). Ridhie has accomplished her engineering with specialization
in Biotechnology and thereafter pursued her degree in law from Delhi University and completed a
Post Graduate Diploma course on IP laws from Indian Law Institute, Delhi. Before undertaking IP
Litigation, Ridhie primarily advised clients in the registrability, protection and exploitation of IP (i.e.
patents, trademarks, copyrights and designs) with a leading IP law firm based in Delhi. Ridhie was also
a Judicial Clerk with Justice HMJ Indermeet Kaur Kochhar of High Court Delhi during which time she
gained exposure in the field of commercial litigation, writ jurisdiction and criminal law.
Presently, Ridhie is a Senior Associate with the litigation team at Anand & Anand, Noida, primarily
engaged inpatent litigation as her core practice area.
Disclaimer – The views expressed in this article are the personal views of the authors and are purely informative in nature.
44 JUNE-JULY 2022 www.legaleraonline.com
ERA TAKE ON BOARD | LE
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JUNE-JULY 2022 45
LE | ZOOM IN www.legaleraonline.com
WHY
CYBERSECURITY
ESGMATTERS IN
INVESTING
The strengthening
of the cybersecurity
infrastructure needs to
begin with companies
acknowledging that
reliance on competent
resources, both internal
and external, is no
longer an option but
a necessity
46 JUNE-JULY 2022
ZOOM IN | LE
www.legaleraonline.com JUNE-JULY 2022 47
LE | ZOOM IN T he thriving buzzword in the investment space right now
is ESG. ESG - which stands for Environmental, Social
DOROTHY THOMAS and Governance (standards) has become an indispensable
Partner yardstick that is used by investors - small and big - to
identify profitable business ventures. Sustainability has
ABHISHEK MAHENDRAN for time immemorial been a key determiner of investment decisions,
Senior Associate and ESG will now be at the vanguard of such decisions, especially in
the listed space. As a fitting testament to the way in which a capitalist
48 JUNE-JULY 2022 economy works - and more particularly of companies which have their
inception in the coming together of persons to carry on businesses for
gain - ESG is a lever that has been readily adopted by the corporate
world while, ironically, meeting resistance from democratically
elected governments across the world which struggle or disregard
ESG in their policy decisions. While the actions of nation-states can
be attributed to economic, social and political impediments to the
adoption of good ESG practices, adoption of good ESG practices is
critical to the survival of companies, and the investment world can be
punishing for those who are averse or slow to open up to the adoption
of ESG parameters. Having said this, nation-states are aware of the
practical difficulties in implementing ESG practices at a national
level and have wisely counterbalanced such constraints with efforts to
encourage corporate entities to proactively implement ESG practices
and reporting.
India too has seen a rapid adoption of ESG metrics with even
start-ups being sensitized to commonly adopted ESG standards
at a very early stage by their venture capital and private equity
investors. The regulators in India too have done a commendable job
in bringing about more awareness of ESG standards and ensuring
the disclosure of ESG standards which are used by companies, to
help investors gauge the effectiveness of the adopted practices. As
a prime example, the Securities Exchange Board of India(SEBI)
had through its amendment of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (LODR Regulations) vide notification dated May 5,2021 (which
was subsequently publicized through its circular dated May 10, 2021)
replaced the requirement to include a business responsibility report
(BRR) with a business responsibility and sustainability report (BRSR)
in a company’s annual report. The requirement to include BRSR in the
annual report in the format stipulated by SEBI from the financial year
2022-23 has become mandatory for the top 1000 listed companies
based on market capitalization. SEBI in its May 10, 2021 circular
stated that the objective of the BRSR is to standardize disclosures on
ESG parameters and seek “disclosures from listed entities on their
performance against the nine principles of the National Guidelines
on Responsible Business Conduct issued by the Ministry of Corporate
Affairs, Government of India, to help investors with their investment
decisions.” The aforementioned circular also stated that the BRSR
will help investors move away from their focus solely on the financials
of a company and venture into looking at its social and environmental
initiatives.
While adoption of good ESG practices by companies is a welcome
move, overemphasis on the E&S-aspect and the relegation of the
www.legaleraonline.com
ZOOM IN |LE
G-aspect to that of a trifle does not Strengthening and why is that so? The answer
bode well for corporate India. In the bulwark lies in the increased instances
particular, the importance assigned against cyber of cyber attacks, with one study
by companies to the cybersecurity estimating ransom ware attacks
piece of corporate governance is attacks is (one of the many kinds of cyber
disheartening. Thankfully, SEBI has essential and, attacks) to have affected 37%
taken a propitious move of making as a matter of of businesses around the world
reporting of cybersecurity related implementing and financially eroded the
measures undertaken by the top 1000 wealth of these businesses by
listed entities an essential indicator good twenty billion US dollars in the
(requiring mandatory disclosure) in governance last calendar year, i.e., 2021.
the BRSR, and this will bring about practices, it As per a report published by
more transparency in the cybersecurity should be Accenture plc, the number of
practices which have been put in place discussed on a cyber attacks that a company
by entities mandated to include BRSR regular basis faced in 2021 increased by 31%
in their annual report. The importance in the board as compared with 2020. The
of BRSR cannot be overstated; this is meetings of picture is even grimmer for India
evident from a consultation paper of companies. with close to 76% of businesses
SEBI suggesting that the investment in the country becoming victims
policy of Asset Management Companies of ransom ware attacks in
should contain a clause that from 2021 making cybercriminals
October 1, 2022 their ESG Funds can wealthier by an average of five
invest only in companies which make hundred thousand US dollars
BRSR disclosures. from each cyber attack. As per
One cannot, for the time being, expect another recent study, three out
cybersecurity to occupy center stage in of four small and medium-sized
the ESG regime, primarily on account of businesses in India suffered a
the alarming climate situation and the cyber attack between September
appallingly slow rate of social mobility 2020 and September 2021, i.e.,
of certain disadvantaged sections a whopping 75% of all small
of the society. Nevertheless, digital and medium-sized businesses in
security ought not to be given the go-by, India. The loss of 62% of the
affected entities was over thirty-
www.legaleraonline.com
JUNE-JULY 2022 49
LE | ZOOM IN “ Considering that loss from
cyber attacks will equal if not
five million Indian rupees and surpass the loss caused by
for 13% of the affected entities natural calamities, ignoring
the loss was over seventy million cybersecurity will only
Indian rupees. The number of deplete the value of an entity
cyber incidents increased 194%
from 2019 to 2020 as per data In the United States of America, the U.S. Securities and Exchange
tracked by the Indian Computer Commission (SEC) has recognized the need for listed entities to enhance
Emergency Response Team. In the disclosure requirements in relation to cybersecurity incidents and
other words, the picture looks cybersecurity risk management and governance practices to help
grim in India, with the country investors make informed investment decisions and has in this regard
seeing the second highest issued on March 9, 2022 a new set of proposed rules for cybersecurity
number of cyber attacks in the risk management, strategy, governance and incident disclosure.
world. To combat the cybersecurity threat posed to corporate India, the
With the underlying objective change must be spurred by policy change introduced by government
of ESG standards being the regulators. In this regard, the Indian regulators may consider taking
creation of value for investors, a leaf from the SEC in terms of cybercrime regulation and reporting.
it becomes most critical for The role played by regulators in prioritizing cybersecurity is integral to
investors to be made aware its adoption as the steps taken independently by listed entities without
of all incidents that affect an necessary regulatory supervision might not aid in standardizing the
entity. Considering that loss reporting requirements. It is our humble view that SEBI may consider
from cyber attacks will equal making it mandatory for all listed entities to: (i) include BRSR in its
if not surpass the loss caused annual report; (ii) have in place a stand-alone cyber threat response
by natural calamities, ignoring plan; (iii) adhere to minimum compliance and disclosure norms
cybersecurity will only deplete on cybersecurity by prescribing the same in the BRSR format; (iv)
the value of an entity. mandate the reporting of cyber incidents to the stock exchanges by the
When it comes to listed entities way of a specific inclusion in Schedule III of the LODR Regulations.
in India, the LODR Regulations As for the voluntary steps which need to be undertaken by companies,
stipulates the formation of a the role of the C-suite cannot be overemphasized, in particular, that
Risk Management Committee. of the board of directors. The governance of a company is vested with
One of the roles of the Risk its board of directors, and the decision of the board of directors on
Management Committee is to matters involving security of its digital assets will have ramifications
formulate a risk management impacting the company, its employees, customers and shareholders, the
policy which shall identify financial system and, in all likelihood, the world at large. Strengthening
risks including cyber risks and, the bulwark against cyber attacks is essential and, as a matter of
moreover, the board of directors implementing good governance practices, it should be discussed on a
of a company shall define the regular basis in the board meetings of companies. In fact, the SEC has
roles and responsibilities of the suggested, through its proposed amendments issued on March 9, 2022,
Risk Management Committee to make it mandatory for listed entities to disclose the expertise of
which shall specifically cover the board of directors in cybersecurity matters with the hope that such
cybersecurity. While the specific a disclosure requirement would push companies to induct members
inclusion of cybersecurity as
a responsibility of the Risk www.legaleraonline.com
Management Committee under
the LODR Regulations is a
much-needed recognition by the
securities regulator in India, the
move has hardly scratched the
surface of the measures needed
to deal with the impending
colossal cyber cataclysm.
50 JUNE-JULY 2022
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Legal Era Magazine June-July 2022
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