ALB India 2023 - JanFeb

1. JAN FEB 2023 YOU’RE INVITED The week of March 20 is shaping up to be a big one for India’s legal community. That week ALB plans to host two market- leading events in Mumbai, first the 5th Annual ALB India Law Awards 2023 on March 22, and then the ALB Mumbai In-house Legal Summit 2023 on March 23. The awards, held at the prestigious Taj Mahal Palace Hotel, will as always bring together the best private practitioners and in-house legal teams from across India to showcase their exceptional achievements and outstanding performance. It boasts a number of new categories, including Fintech Lawyer of the Year, Fintech In-House Team of the Year, Fintech Law Firm of the Year, and International Trade Law Firm of the Year. Apart from all of that, of course, the night of celebration provides excellent networking opportunities. Meanwhile, the In-house Legal Summit has broadened from merely focusing on India to covering the Asian region, including sessions on M&A and FDI in 2023. There are also useful updates on laws that impact all in-house counsel, such as the Personal Data Protection Bill, 2019 and the Competition Bill, 2022, as well as an in-depth look at compliance and risk hotspots. You will also hear from leading corporate legal department heads on how to work effectively and embrace innovation as a small legal team, with speakers from as far afield as Singapore and Hong Kong. All in all, this promises to be incredibly valuable for in-house counsel. We hope to see you at one or both events in Mumbai. Please contact Krupa Dalal at the email address provided on this page to see how you can attend. – RANAJIT DAM Amantha Chia Head of Legal Media Business, Asia & Emerging Markets amantha.chia@tr.com Ranajit Dam Managing Editor ranajit.dam@tr.com Sachin Dave Asia Editor sachin.dave@tr.com Krupa Dalal Sales Manager krupa.dalal@tr.com (91) 87 7967 7503 Bingqing Wang Rankings Editor bingqing.wang@tr.com Rowena Muniz Copy & Web Editor rowena.muniz@tr.com John Agra Senior Designer john.agra@tr.com Rozidah Jambari Traffic / Circulation Manager rozidah.jambari@tr.com

2. In the spotlight ALB INDIA RISING STARS 2023 ALB INDIA RISING STARS 2023 Ritika Agarwal, 33 LexOrbis Vaneesa Agrawal, 35 Thinking Legal India’s legal industry continues to witness the up-and-coming lawyers who stand out with their high standard of service and outstanding skills. In this list, ALB showcases lawyers under the age of 40 who are making their mark in the country’s legal market. The list is in alphabetical order and some lawyers have been profiled. Jafar Syed Alam, 38 Trilegal Gaurav Arora, 33 JSA (erstwhile J. Sagar Associates) Sahil Arora, 31 Saraf and Partners Dipika Batheja, 33 Agrud Partners LIST BY ASIAN LEGAL BUSINESS, TEXT BY BINGQING WANG Abhinav Bhalaik, 37 Argus Partners Akash Dixit, 30, managing associate, LexOrbis Akash Dixit, a regis- tered Indian patent agent, has nearly nine years of experience as Dixit has built on extensive expertise in handling patent portfolios for major OEMs in the field of automotive/heavy machinery, electrical equipment/appli- ance, and computer hardware/software, particularly on the subject matters of electric vehicles, hybrid/alternative fuel engines, fuel cells, IOTs, autonomous systems, augmented reality (AR), virtual reality (VR), automotive artificial intelli- gence (AI), image processing, vehicular automation, elevator systems, HVAC, lighting systems, earthmoving equip- ment, fire safety systems, automo- tive transmission systems, pneumatic and hydraulic systems, and digital manufacturing. His experience in drafting patent applications, design applications and patent prosecution before USPTO, EPO and IPO has been widely acclaimed among his peers. The patent applica- tions handled by him span across the mechanical, software-based, and elec- tronics domains. He is also an expert in patent- ability, knock-out, validity, infringe- ment, and freedom-to-operate search searches patent landscape, and tech- nology categorisations across various patent databases and non-patent data- bases. Vaibhav Bhardwaj, 37 IndusLaw Vinay Butani, 36 Economic Laws Practice (ELP) Apoorva Chandra, 37 Sarthak Advocates and Solicitors a patent consultant in prominent multi- national companies and law firms. He graduated from Manipal Institute of Technology with a bachelor’s degree in automobile engineering. He is also a law graduate and holds a postgraduate diploma in IPR from the National Law School of India University, Bengaluru. Dixit works closely with several domestic and international clients in planning, protecting, and enforcing their patent portfolios. He specializes in patent analytics, patent drafting, patent prosecution, pre-grant and post-grant oppositions, invalidation/infringement opinions, and patent filing strategies. He has also helped various start- up companies to build their IP portfo- lios from scratch and provided product licensing and enforcement advice. He regularly interacts with inventors in brainstorming sessions to set out the details of the inventions and envisage additional embodiments from a patent- ing perspective. Ashish Chandra, 36 DSK Legal Shreya Dalal, 33 Mansukhlal Hiralal & Company Vihan Dang, 32 Mason and Associates Akash Dixit, 30 LexOrbis Diya Gabija, 38 ALMT Legal Ankit Guha, 36 Argus Partners Alok Jain, 37 Economic Laws Practice (ELP) Sachit Jolly, 38 DMD Advocates Abhay Joshi, 38 Economic Laws Practice (ELP) Praneet Kaur, 27 Alaya Legal 2 ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE JANUARY-FEBRUARY 2023

3. Manisha Paranjape, 36, partner, Dhaval Vussonji & Associates An established expert in real estate and banking & finance, Manisha Paranjape Deepak Suneja, 34, partner, NITYA Tax Associates Deepak Suneja, an accomplished indirect taxation specialist, has ascended to the part- Kriti Kaushik, 33 Shardul Amarchand Mangaldas & Co Ajay Kumar, 32 Gravitas Legal Sowmya Kumar, 38 IndusLaw has spent more than a decade in the industry and is one of the first members of Dhaval Vussonji & Associates. Paranjape has extensive experience in handling major real estate transac- tions and advising leading developers in Mumbai on the acquisition of prime properties. She is particularly special- ised in title diligence, mitigation of risks highlighted therein, joint development and redevelopment of lands, sales and licensing of premises, leasing of premises and foreign direct equity investment in real estate projects in India. She also represents funds, NBFCs, banks and other investors in debt fund- ing and investments in real estate enti- ties, as well as loan transactions involv- ing term lending, consortium lending, issuance of debt securities, and apart- ment funding. Her unique blend of expertise in both the real estate and banking sectors has allowed her to better understand the ramifications of business. Among her most notable matters, Paranjape has advised Piramal Realty on the acquisition of a prime plot on Worli Seaface for a private residence and a property next to Byculla Zoo for development as a luxury residential pro- ject; represented Shapoorji Pallonji for acquisition of shares for the joint venture development of a project at BKC; and assisted Guardians Real Estate Advisory in setting up a development manage- ment joint platform with Kotak India Real Estate Fund – VIII. “Manisha is a versatile and seasoned legal professional with extensive experi- ence in advising on all aspects of real estate law, with diverse knowledge in real estate transactions ranging from acqui- sition, development, and due diligence to funding. Manisha has been our key advisor on several of our transactions and we can always count on her for her pragmatic approach and solution-based legal advice,” says a client of hers. ner position at the young age of 30 within a span of five years at NITYA Tax Associ- ates and leads a team of highly quali- fied professionals comprising chartered accountants and lawyers. Throughout his legal career of over 11 years, Suneja has dealt with various complex indirect taxation issues, struc- tured business models, and advised on supply chain in relation to indirect taxes. One noteworthy case that Suneja has acted for was Heinz India v. CCE, in which he successfully argued before the CESTAT on the highly complex issue of unjust enrichment and obtained a rare decision wherein the court ordered in favour of taxpayer despite that no amount was reflected as recoverable in the company’s books of accounts. He also consistently supervises the team to offer well-devised solutions to relieve clients’ tax-related concerns. He recently guided a client engaged in the business of sale and purchase of land/ independent plots on the legal position involving the GST implications on perma- nent transfer of easement rights through analysing the definition of “land” pro- vided under related legislations and jurisprudence. Besides his routine legal work, Suneja leads the updates team respon- sible on keeping the firm informed on recent changes and developments in indirect tax laws including a weekly booklet on legal precedents. He is also an active contributor on reputed tax portals and leading online journals to share his insights on varied Indirect Tax and Legal Metrology issues. Puneet Bansal, managing partner of the firm, speaks highly of Suneja as “an important pillar in the firm’s growth”, and adds that “His ability to consistently understand complex Indirect Tax issues and provide out-of-box tax efficient solu- tions is unparalleled and sought after by our clients.” Laksh Kundlas, 35 SPN Legal Shantanu Malik, 38 Hammurabi and Solomon Partners Sanika Mehra, 34 Saga Legal Sheetal Mishra, 32 ALMT Legal Saloni Mody, 35 DSK Legal Sheena Ogra, 34 Ahlawat & Associates (A&A) Manisha Paranjape, 36 Dhaval Vussonji & Associates Abhishek Parekh, 35 Shardul Amarchand Mangaldas & Co Roma Priya, 35 Burgeon Law Sarika Raichur, 39 Luthra and Luthra Law Offices Christopher Rao, 34 K Law (Krishnamurthy & Co) Urfee Roomi, 29 Sujata Chaudhri IP Attorneys Sumit Roy, 36 Claritas Legal Rashi Saraf, 37 IndusLaw Nadiya Sarguroh, 32 MZM Legal Vidushpat Singhania, 38 Krida Legal Deepak Suneja, 34 NITYA Tax Associates Anubhav Tiwari, 34 Sarthak Advocates and Solicitors Navruz Vakil, 35 Shardul Amarchand Mangaldas & Co Abhay Vohra, 36 Burgeon Law WWW.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE 3

4. 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 SACHIN DAVE Mukesh Ambani, India’s richest man with a net worth of $83.6 billion, recently set up his family office in Singapore. This has underscored a trend among wealthy Indian families moving their assets to Southeast Asian countries, and look- ing for ways to protect and grow their wealth. This trend of more wealthy fami- lies setting up control of their wealth in Singapore underscores the growing importance of global markets for large economies. Wealthy Indians are opting to set up their family offices overseas to hedge against geopolitical, policy and currency risks. “Indian families are historically very international, with many of them hav- ing family members and business and investment interests across the world. The primary driver for establishing a family office outside India is jurisdic- tional risk diversification,” says Vincent Sim, managing associate at Mishcon de Reya. “By holding and managing their wealth offshore in a politically stable jurisdiction with a strong regulatory framework such as Singapore, Indian families can protect their wealth from domestic uncertainties. Establishing a family office in an international finan- cial centre also provides greater ease of access to the global markets and invest- ment opportunities,” Sim adds. Some of the factors also have to do with India’s own challenges. “Doing busi- ness in India requires a specific skill set and has its own limitations, with India hav- ing limited capital account convertibility. It is perhaps this, along with the beneficial tax regime in other jurisdictions, which is drawing investors to explore foreign markets and expand in new territories,” says Prachi Dave, managing partner of Dhaval Vussonji & Associates. and London, Singapore has traditionally been one of the preferred locations and recently it has been gaining traction. According to government estimates, Sin- gapore has the largest number of family offices in Asia, with over 700. “Stable and pro-business policies and generous tax incentives schemes enhance Singapore’s well-developed infrastructure,” says Yi Lee, managing associate at Stephenson Harwood. Taxation is one key reason to set up a family office in Singapore. While India’s corporate tax rate is 30 percent, Singa- pore’s is just 17 percent. More than that, it has more than 100 double taxation agreements (DTAs) with other countries. At the same time, Singapore is not perceived to be a “tax haven,” especially after India amended its tax treaty with Singapore in December 2016. “Singapore has a favourable tax regime with no capital gains tax and no withholding tax on dividends,” says Suzanne Johnston, a partner at Ste- Image: HTU/Shutterstock.com FRIENDLY REGIME The idea of setting up a family office out- side of India is not new. Along with Dubai 4 ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE JANUARY-FEBRUARY 2023

5. reduce their corporate income tax rate (for example, start-ups also have reduced tax incentives for income earned in the initial years of setting up).” Setting up a single-family office in Singapore may provide an exemption from having to hold a capital markets licence for fund management. And there are different types of tax incentives appli- cable to fund vehicles (including fam- ily-owned funds) that meet qualifying requirements. The re-domiciliation regime, in turn, allows Indian family offices to benefit from a business-friendly environment, including low taxes, favourable regula- tions, and world-class infrastructure. What’s more, says Lee, “Singapore has a wealth of high calibre advisors from law- yers to accountants, to seasoned private bankers, wealth planners and trustees.” Singapore has established itself as a hub for wealth management and fam- ily offices. It is home to a thriving eco- system of service providers, including banks, asset managers, and legal and tax advisors, which cater specifically to the needs of family offices, say experts. “Singapore has also developed a thriving family office ecosystem over the last few years with the rapid growth in the number of family offices being set up. Financial institutions and service pro- viders have also calibrated their service offerings to target family offices spe- cifically. This has further drawn interna- tional family offices to establish branches in Singapore as a gateway to the rest of Asia,” says Sim. being extended in a manner prejudicial to the parties,” says Dave. Following Indian regulations may be the only way forward for UHNWIs setting up family offices. “The family office should have an actual business substance, hire employ- ees who are investment professionals and be well advised from a legal and regula- tory perspective. It is vital to review struc- turing over time because families change and circumstances alter,” says Johnston. However, Sim says that with the Reserve Bank of India’s new guidelines on outward investments, it is now eas- ier for resident Indian families to invest through a family office outside India. “Provided that outward investments comply with regulatory requirements, there should not be concerns from a regulatory perspective. It is important for families establishing offshore family offices and investment holding structures to seek advice to ensure that outward investments are tax and regulatorily compliant, he notes.” There is also debate as to whether family offices can be kept out of reach of domestic regulators and whether this is a strategy worth pursuing. “Ringfencing against such risks is not feasible. What can be achieved is mitigating such risks by taking abun- dant caution bearing in mind the existing regime and erring on the side of caution by adopting a straightforward approach. Taking judicial opinions where required and ensuring that the necessary filings are done with the appropriate authori- ties,” says Dave. Family offices are also a practical way for UHNWIs to expand their footprint globally. “We see a number of clients use a family office as part of their succession plan, incorporating a trust as the owner of the fund company or as the owner of the fund company and family office. Trusts offer substantial benefits, includ- ing asset and creditor protection, no need for probate, legacy planning, and confi- dentiality. Singapore has a developed body of trust law and a multitude of expe- rienced professional trustees who can help manage more complex structures,” says Lee. phenson Harwood. “Singapore’s strong regulatory framework is also attractive to UHNWIs as they feel secure deposit- ing and growing their wealth in Singa- pore.” Agrees Dave: “Singapore is an inter- national financial hub with a strong regu- latory framework, which is the key reason it stands out from other jurisdictions like Thailand, Indonesia, etc. Singapore has been attracting several international business houses for several decades now primarily in light of it being an open economy with beneficial tax legislation (in particular lower capital gains tax) and greater ease of doing business, among other reasons.” In 2017, Singapore also introduced a capital gains exemption and a re- domiciliation regime, aiming to encour- age entrepreneurship and investment. It allows for tax exemptions on capital gains realised from the sale of shares in investee companies. “These tax incentives exempt most forms of income and gains derived from designated investments which cover a wide range of investments, including stocks, shares, securities, and derivatives with a key exclusion being Singapore immovable property,” says Johnston. “Further, businesses in various sec- tors may also avail themselves of other business or tax incentives that can help SCRUTINY COMING Overseas structures are often seen as ways to mitigate domestic risks, espe- cially when regulatory environments are fast changing. However, experts point out that as regulators in large economies like India and China become more assertive, the act of moving assets overseas could come under increased scrutiny. “There could be risks which may have to be suitably considered at the relevant time. One can never be completely insu- lated from future legislation which could undo the advantages gained, whether on taxation or regulation. Another risk that remains is the anti-avoidance approach WWW.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE 5

6. Forum CONTINUING MOMENTUM capital as compared to our counterparts in other Asian and emerging growth economies. We hope next year’s budget significantly increases allocation for cre- ating new courts and legal training for resolving commercial disputes. Last year was a year of deals for India, as mergers and acquisitions (M&A) activity soared to $126 billion, a growth rate of 140 percent compared to 2021. Lawyers say that even with the global economy slowing down and inflation biting, dealmaking is set to continue in 2023. BY SACHIN DAVE Sachin Mehta, partner, Talwar Thakore & Associates Many sectors have been prey to some slowdown, excessive layoffs and salary freezes, creating uncer- tainty in the market. That said, with such a year passing by the M&A market has evolved and adapted to volatility as per various statistics, and we are now seeing 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 worldwide, India has been a witness to some significant value deals, like the Vistara-Air-India merger, the merger of HDFC Limited with HDFC Bank, and major regulatory developments (such as the new ODI framework), which showcases the limited impact that the global slowdown has had to the Indian economy. It is also imperative to factor in the impact of the general elections in 2024 on Indian deal-making. In my view, sectors such as renew- able energy and the healthcare sector will be more sought after for mergers and acquisition activity in 2023, while financial services and infrastructure sec- tors are expected to continue their promi- nence in the mergers and acquisitions occurring in India in 2023. The Insurance sector is also likely to witness a potential increase because of the recent regula- tory developments and likewise, M&A activity in the manufacturing and tech- nology sectors (especially in the gaming and crypto/NFT space) should also see some upward scale in 2023. In terms of regulatory changes, the Competition Amendment Bill, 2022 will make a significant impact on the market once it passed as an enactment. Further, it will be interesting to see how the changes proposed in the age-old insurance laws impact the functioning of the sector. What are your predictions for M&A activity in 2023, including the sectors expected to see the most deals, and what legal and regulatory developments could have an impact? Darshika Kothari, senior partner, AZB & Partners M&A activity in 2023 in India will continue to be steady and oppor- delisting regulations do not provide for a cap on bids given by public share- holders, leaving the door open for any shareholder to make unjustified bids, ultimately resulting in a failed delisting after an elaborate process. tunistic as macro indicators like growth projections and inflation are looking relatively better for India as compared to some of the other economies. Data from private equity funds is another indicator of M&A activity in 2023. Most large private equity funds have allocated more funds for investment in India, which should lead to more M&A. However, there is still a mismatch when it comes to valuations. Valuations will need to be more realistic for more deals to happen. Information Technology (IT) and tech, pharma, healthcare, and automo- bile sector, including electric vehicles (EVs), financial services and fintech and the renewables space are set to see the most M&A activity this year. These sec- tors have been witnessing growth and will see M&A activity in 2023. One legislative change which can further help M&A activity is a more favourable delisting regulation. The delisting regulations require an acquirer to provide a higher indicative price or a counteroffer to the discovered price for a successful delisting. However, the Bharat Anand, partner, Khaitan & Co M&A activity in India is expected to be robust in the first half of the year and may see stra- tegic investors exploring opportunities as valuations become more realistic. With elections in India coming up in early 2024, followed by the US elections in the latter half of next year, we may see M&A activity tapering off around these times. However, some sectors, such as healthcare and pharma, will continue to be strong and are starting to see increased interest from investors. On the regulatory side, we expect the basic tools of M&A, such as earn- outs and deferred consideration, to become freely permitted, rather than being bound by constraints on timing (in terms of 18 months) and value (25 percent) imposed through the exchange control regulations. These restrictions make deal-mak- ing in India more challenging, and Indian targets are less competitive for attracting 6 ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE JANUARY-FEBRUARY 2023

7. Appointments IN-HOUSE COUNSEL ROUNDUP Sai Vara Prasad Sai Vara Prasad, for- mer head of litigation and disputes at Oyo Hotels and Homes, has joined Reliance Jio as vice-president and Mukund R Srinivas Mukund R Srinivas, for- merly general counsel and chief compliance officer with Aon, the British-American mul- tinational financial Sumit Thakur Sumit Thakur, previ- ously head of corpo- rate legal and projects at ACC and Ambuja Cements, has joined Allcargo Logistics – regional head of legal. Over the years, he has held in-house roles at Standard Chartered bank, Vodafone, Aircel, Airtel, Nagarjuna fertilisers and chemicals and Dell International. At Oyo, Prasad led the litigation and disputes function for India and South Asia. “I am excited to be back in the tel- ecom industry and look forward to posi- tively impacting the company’s business in the coming days and months. I also look forward to working with all the stakeholders across the board,” says Prasad. services firm, has joined actyv.ai, an AI- powered enterprise SaaS platform with embedded B2B Buy Now Pay Later (BNPL) and insurance, as its general counsel and head of legal and compliance. Srinivas previously worked with Reli- ance, Hinduja Global Solutions, Tattva Group, Symphony Teleca and IBS Soft- ware Services. “I am excited to join actyv.ai and be a part of the leadership team that is poised to create a ‘build to last legacy.’ My role will be building the foundation for the company’s legal framework,” says Srinivas. which includes the group companies ECU Worldwide, Gati and Avvashya CCI – vice-president and group legal head. Before joining ACC, Thakur worked in organisations including Tata Chemi- cals, E Nxt, CG Power, Blue Star and Unit- edLex. Thakur, who started practising in 2005, will be based in Mumbai. “I am excited to join Allcargo Group, the world’s largest ocean freight consoli- dator “LCL” category. I will be responsible for providing strategic legal support for corporate restructuring, M&A, litigations & arbitrations and implementing robust legal processes,” says Thakur. Law Firm Hires ARUSHI JAIN ZEESHAN KHAN RAJESH K SEHGAL VARUN SEHGAL MANU VARGHESE LEAVING LEAVING Shardul Amarchand Mangaldas & Co LEAVING Trina Solar LEAVING LEAVING White & Brief Nishith Desai Associates Oyo Hotels and Homes JOINING Link Legal JOINING J Sagar Associates JOINING Samvād Partners JOINING Cyril Amarchand Mangaldas JOINING Krishnamurthy & Co PRACTICE Energy PRACTICE Corporate/M&A PRACTICE Corporate PRACTICE TMT PRACTICE Insolvency LOCATION New Delhi LOCATION Mumbai LOCATION Corporate/M&A LOCATION Mumbai LOCATION New Delhi POSITION Partner POSITION Partner POSITION Partner POSITION Partner POSITION Partner WWW.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE 7

8. Explainer ADANI-HINDENBURG FALLOUT RAISES BROADER QUESTIONS any action against anyone. However, with voices demanding that action be taken – particularly from the political opposi- tion – growing louder, SEBI confirmed the existence of an investigation for the first time in a Supreme Court filing. Mahapatra believes that while the word “fraud” has been thrown around, it may not be the case as far as Indian regulations go because there is no com- pelling evidence as in previous cases, as Adani promoters continue to hold major- ity stakes across all of the group’s com- panies. Additionally, there was no bank default, and neither had Adani missed any payments. However, he is supportive of SEBI’s review, as the saga is impacting retail investors and even the Adani Group. “SEBI must comfort the investors and complete a review within 7 to 10 days and at least say whether these allega- tions have any substance or not. If there is any substance to these allegations, they should thoroughly investigate. If there is no truth to these allegations, it should give a clean chit to the Adani group,” says Mahapatra. BY SACHIN DAVE The Indian conglomerate Adani Group is facing a storm of controversy after U.S.- based short-seller Hindenburg Research released a report accusing the company of stock manipulation and misusing tax havens. The fallout of the report was quickly felt. The Adani Group lost more than $100 billion in market capitalisation in the two weeks following its release while Gautam Adani, the group’s billionaire founder, fell from second place in the Bloomberg Bil- lionaire Index to number 21. India’s politi- cal opposition, led by Congress leader Rahul Gandhi, seized on it to accuse Prime Minister Narendra Modi and his government of playing favourites. The Adani Group and its top execu- tives rejected Hindenburg’s allegations. In a 413-page response, Adani Enter- prises said there was “an ulterior motive” to the report and that it was specifically designed to “create a false market.” REUTERS/Amir Cohen to show that the statements in the report are true and made without malice. And if Hindenburg loses, it could be ordered to pay damages, legal fees and other associ- ated costs, he says. If the allegations are proven to be false, Hindenburg or the people responsible for publishing them could also face legal action for defamation or false information in India, and also be held liable for damages and compensa- tion, Mahapatra notes. Additionally, the Securities and Exchange Board of India (SEBI), has opened an investigation and imposed penalties, although Hindenburg could challenge any regulatory findings, he adds. If Indian investigations find Hinden- burg’s allegations to be true, the Adani Group may face penalties, fines or even legal action by investors or lenders. In any case, the report’s allegations fall under the purview of Indian regulators, mainly SEBI, according to Mahapatra. “The report raises three issues: Did Adani make adequate disclosures, whether there is any insider trading involved and any manipulation of stocks? All the three allegations fall under the purview of SEBI, the Indian capital mar- kets regulator,” he notes. What does this episode say about cor- porate governance in India as well as the transparency in its stock markets? The Hindenburg report has sparked a debate on transparency, accountability and the independence of auditors and regulators. It has also raised questions about the quality of financial reporting and corporate governance in India, and the role of regulators in ensuring the integrity of financial markets. However, Mahapatra says the tra- vails of one conglomerate should not one reflect on corporate governance in the country or how well its capital markets are regulated. “Even if one assumes the worst, and if all the allegations in the Hindenburg report are true, it doesn’t mean there is a systemic issue around corporate gov- ernance or fundamental weaknesses in India’s stock market. Every capital market in the world, including that of the U.S., has had such issues,” says Mahapatra. “The Indian capital markets are at par with the best in the world in terms of regulatory oversight.” From a legal perspective, how is this sage expected to play out? The legal repercussions of the report could vary depending on whether Indian or U.S. courts are involved, whether the allegations can be proved, and whether there will be any investigations by regulators. The Adani Group has tapped noted Wall Street firm Wachtell, Lipton, Rosen & Katz to combat Hindenburg’s accu- sations of accounting fraud and stock market manipulation. The U.S. law firm was approached through the Indian law firm Cyril Amarchand Mangaldas. One option is for Adani Group to file a defamation suit in the U.S., but it might be difficult for such a suit to succeed because the First Amendment protects freedom of speech, says Sudip Mahapatra, a partner at S&R Associations. On the other hand, a suit would require Hindenburg Research What role has SEBI played so far? Initially, SEBI had neither commented on the stock movement directly nor taken 8 ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE JANUARY-FEBRUARY 2023

9. News Deals $762 MLN Advent International’s purchase of stake in Suven Pharmaceuticals Deal Type: M&A Firms: Cyril Amarchand Mangaldas; Shardul Amarchand Mangaldas & Co Jurisdiction: India $725 MLN Edelweiss’ acquisition of L&T Infrastructure Development Projects Deal Type: M&A Firms: AZB & Partners; Cyril Amarchand Mangaldas; Trilegal Jurisdiction: India $344 MLN Reliance Retail Ventures’ acquisition of Metro India Deal Type: M&A Firms: AZB & Partners; Cyril Amarchand Mangaldas; Shardul Amarchand Mangaldas Jurisdiction: India $336 MLN Sembcorp Industries’ acquisition of Vector Green Deal Type: M&A Firms: AZB; Trilegal Jurisdictions: India, Singapore $300 MLN Carlyle Group’s acquisition of VLCC Deal Type: M&A Firms: Freshfields Bruckhaus Deringer; Pioneer Legal; Trilegal Jurisdiction: India $116 MLN Sula Vineyards’ IPO Deal Type: IPO Firms: Linklaters; Shardul Amarchand Mangaldas; Trilegal Jurisdictions: India, Singapore INDIA SAYS COURT SHOULD CHECK ‘TRUTHFULNESS’ OF HINDENBURG REPORT (Reuters) The Indian government has told the country’s top court that the “truthful- ness” of allegations made by a U.S. short- seller against the Adani Group should be 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 examine investor protection mechanisms in the wake of Hindenburg Research’s Jan. 24 report. Seven listed firms of the Adani Group have shed some $125 billion in market value since the report which alleged improper use of tax havens and stock manipulation by the ports-to-energy conglomerate. The Adani Group has denied wrongdoing. Any panel should “have all the powers to undertake an effective investigation... including every authority and powers to avail all assistance and protocols for its investigation outside India,” the govern- ment told the top court earlier. The panel should “ascertain and sub- mit a report regarding the truthfulness or otherwise of the allegations made against Adani group of companies”. It should also examine the legality of Hindenburg’s short positions on Adani Group’s debt and equity instruments, the government filing said. During a hearing, the government said its suggestions should be kept under sealed cover, but the court said it wants to maintain full transparency on setting up of the panel. India’s markets regulator told the top court earlier that it was looking into the short seller’s allegations and market activ- ity immediately before and after the report. Asia Index dropped Adani’s two recent cement acquisitions - Ambuja Cements and ACC - from the S&P BSE 100 ESG Index from Feb. 22. The Economic Times newspaper reported that the conglomerate plans to completely pre-pay all loans against shares over the next 20 days. REUTERS/Amit Dave The group’s renewable energy arm, Adani Green Energy, plans to disclose its refinancing plan after the fiscal year ends, an executive of the group told bondholders on a call, sources told Reuters. Avinash Gorakshakar, head of research at Profitmart Securities, said the refinanc- ing plans were positive for sentiment, but the group’s stocks would continue to remain volatile. “What we’ll need to know is how they are going to fund their future growth plans. Fresh funding is not going to come easy,” he said. The Adani Group has sought to allay investor concerns, saying it had strong cashflows and its business plans were fully funded. Seeking to calm investors, the con- glomerate in a statement to Reuters said the balance sheet of each of its independent portfolio companies was “very healthy”, adding it had secure assets and strong cashflows, with its business plans “fully funded.” “We are confident in the continued ability of our portfolio to deliver superior returns to shareholders,” Adani Group said in the emailed statement. Bloomberg News reported the group had halved its revenue growth target and planned to scale down capital spending. A company spokesperson told Reuters the report was “baseless, speculative,” adding that “once the current market stabilises, each entity will review its capital market strategy.” WWW.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE 9

10. 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 DAVE ALB: Since its inception in 2021, what have been some of the highlights for GCAI, and how would you assess the progress made towards achieving its goals? MANJAREE CHOWDHARY: We set up GCAI in 2021 during the COVID-19 pandemic. We are nearing the two-year mark. GCAI is unique as it was set up by the general counsel for the general counsel and the in-house counsel with a specific agenda. The in-house counsel community has come a long way, especially over the last two decades. The role has evolved to become that of a valued and trusted partner to the business, where they pro- vide legal advice and support in every aspect of the business right from start to finish. They are truly integrated with the business and assess and manage risk to provide compliant and sustainable solu- tions in a timely and efficient manner. The main agenda of GCAI is to secure the necessary statutory recogni- tion for the in-house community. We have received positive responses within the larger legal fraternity/stakeholders and are in the process of making a represen- tation in this regard to the government. Besides that, in-house counsel needs periodic upskilling and mentor- ing to remain relevant and contribute effectively. GCAI’s objective is to provide a platform for its members to interact, share and disseminate information, con- tribute, and grow professionally. As the pandemic eased, we have held events in Mumbai and Delhi to an enthusiastic response and plan to cover other cities. In acting as an influential body representing the interests of in-house counsel in India, GCAI promotes diver- sity and inclusion in its broadest sense in doing so. Our founder members reflect this, and we hope to ensure it as we grow our membership. Lastly, GCAI is passionate about giving back to the legal fraternity and society. In this regard, we have already formalised tie-ups with some of the top National Law Universities and have/ are in the process of holding custom- ised learning sessions with them. We are also in formal arrangements with think tanks like the India School of Public Policy and Teri School of Advanced Studies. The evolving role of the in-house counsel and their valuable contribu- tion to their companies and therefore to the economy of the country need to be highlighted to lawmakers and draw their attention to approach this issue differently, to keep pace with global practices. As we at GCAI, take forward the agenda to ensure statutory recogni- tion for the in-house counsel, I must say that we have received positive responses from the larger legal fraternity who have expressed their appreciation and sup- port for the initiative. We are in the process of mak- ing the representation to the government in this regard and hope for a favourable consideration. ALB: What resistance is GCAI facing in recognising the roles and skillsets of general counsel, and how does it plan to overcome it? CHOWDHARY: When a law- yer comes to work as an in- house counsel, he/she has to surrender his/her license. This means that an in-house counsel is unable to represent his company before courts, judicial and quasi-judicial bod- ies. Support of a practicing advocate is required. The situation is ironic. An in-house counsel is a qualified lawyer, who spends a better part of his/her professional career with the company, understanding its issues and contribut- ing effectively with his/her legal exper- tise and advice, yet they lack statutory recognition. Existing anomalies in law have supported such perceptions, which need correction. ALB: What can we expect from GCAI in 2023? CHOWDHARY: With the pandemic easing, GCAI is increasing its network. This year we plan to take our events to other cities such as Bengaluru and others. As an immediate next step, we propose to make the representations on our main agenda points to the Min- istry of Law and Ministry of Corporate Affairs, and work to convince stakehold- ers to correct the anomalies in law. Alongside this, we will continue to increase our membership so that GCAI becomes a more robust and expansive body where everybody has a stake in it and its agenda. The whole purpose is to have a self-contributing, self-sufficient, and self-funding organisation. MANJAREE CHOWDHARY 10 ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE JANUARY-FEBRUARY 2023

11. In-house Insight BUILDING THE NEXT-GEN LEGAL DEPARTMENT such as business operations and local regulations. Further, GCs must be open to disrup- tive technology and seek opportunities for funding litigation. This can help man- age costs and focus financial resources on critical business processes. GCs should also actively participate in regulatory decision-making by devel- oping a policy advisory wing and working closely with the broader organisation. By anticipating and pre-empting regulation changes, GCs can ensure the organisa- tion complies. Effective management of legal tal- ent is also crucial for the success of a legal department. Therefore, GCs should establish standard operating procedures (SOPs) that clearly outline department objectives, turn-around time, and escala- tion matrix. Additionally, GCs should use tools to track where the department spends most of its time and establish systems for storing and quickly retrieving historic decision-making information. The regulatory landscape in which a business operates plays a crucial role in shaping its objectives and success. Cor- porate houses engage with regulators and policymakers through their associa- tions and other means to stay abreast of changes and compliance requirements. GCs should work closely with other departments and functions within the organisation, creating cross-functional teams to anticipate areas of potential regulation and actively participate in public discussions. It is also essential for GCs to take a proactive approach, pre-empting policy changes and ensuring that the organisa- tion is prepared to adapt and comply. An example of this can be seen in the recent Digital India Act and personal data protection rules, which will signifi- cantly impact how information technol- ogy issues are governed in India. There- fore, GCs should be forward-thinking and adhere to best practices in anticipation of these changes. In my past experiences, I have seen the benefits of GCs being proactive in adapting to new regulations, such as implementing the GST regime. Collabo- rating with the tax team and preparing for the new regime made the transition much smoother for the organisation. Furthermore, GCs and legal depart- ments can create value for the organisa- tion by proactively adhering to regulatory requirements and promoting corporate values such as environmental, social, and governance initiatives. This can appeal to stakeholders such as investors, regula- tors, customers, communities, employ- ees, and potential hires. In today’s rapidly evolving busi- ness landscape, GCs must assemble a dynamic, multidisciplinary team to tackle legal issues. The ideal legal team should possess diverse skills and backgrounds, allowing them to approach problems from various angles and provide valu- able insights. In conclusion, the success or failure of a GC is gauged based on the delivery of legal and strategic input and the abil- ity to ensure timely and cost-effective litigation management. Focusing on the points emphasised above, GCs can help create a legal department celebrated for its expertise, efficiency, and innovation. BY MUKUL SHASTRY The legal department in most corpora- tions worldwide serves as a vital and trusted business partner and an inter- nal watchdog for compliance with the broader regulatory and legal landscape. It plays a crucial role in providing effective solutions to business problems within legal boundaries while acting as a conscience keeper to uphold ethical practices. The acquisition and retention of top legal talent is a costly and complex endeavour, requiring strategic manage- ment and efficient human resources practices to minimise attrition rates. However, as technology advances rapidly, the role of legal departments may be disrupted by the incorporation of artificial intelligence (AI) and automation in the near future. General counsel (GCs) must be prepared to adapt to these changes by revaluating the size and structure of their legal departments, embracing disruptive technology, seeking funding opportu- nities for litigation, actively participat- ing in regulatory decision-making, and effectively managing the expectations of legal talent. GCs must take a proactive approach to stay ahead of the curve and stay caught up in an ever-evolving legal landscape. They must consider implementing cost- effective, technology-based solutions to manage their legal departments, and anticipate the potential for robot lawyers to handle mundane tasks in the future. GCs should also consider the financ- ing, cost, and possible trading of a department’s actionable claims, as cross- country platforms for funding litigation and trading claims are now available. GCs should strive to create a struc- ture that supports a hub-and-spoke model, where the global centre makes strategic decisions implemented by local teams. The level of decentralisation in decision-making depends on factors About the author Mukul Shastry is general counsel of Cube Highways. The views expressed above are the author’s own. ALB is soliciting articles from in-house counsel based in India for its bi-monthly e-magazine. For submission guidelines, email ranajit.dam@tr.com. WWW.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS – INDIA E-MAGAZINE 11

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