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The COVID-19 pandemic has caused widespread economic uncertainty globally, and coupled with the US-China trade war, has caused countries to adopt protectionist measures.  While the regulations introduced by India, the US, the UK, and the European Union have taken different forms, the underlying concern is uniform – save homegrown companies, especially in strategic sectors, from being acquired by state-backed investors from other countries.

Foreign investment in India is regulated by the Ministry of Finance and the Reserve Bank of India (RBI), and foreign investors have a strict onus of complying with India’s Foreign Exchange Management Act, 1999 (FEMA), and its rules and regulations. Any breach of the FEMA rules and regulations can result in penalties being levied against…

On April 17, 2020, India’s Department for Promotion of Industry and Internal Trade issued a press note amending the foreign direct investment (FDI) rules applicable to investments from countries having a land border with India. Following this, the Ministry of Finance issued a notification in the official gazette on April 22, 2020 (Notification) to amend…

Introduction and implications in a nutshell As per the Reserve Bank of India’s (the “RBI”) Annual Report, the number of card payment transactions carried out through credit cards and debit cards during 2018 and 2019 was 1.8 billion and 4.4 billion, respectively. Prepaid Payment Instruments (PPIs) recorded a volume of about 4.6 billion transactions valued…

Background Previously, foreign direct investment (“FDI”) in insurance intermediaries was treated at par with FDI in insurance companies and was restricted up to 49% under the automatic route.  Insurance intermediaries (including, insurance brokers, re-insurance brokers, insurance consultants, corporate agents, third party administrator, surveyors and loss assessors) vehemently argued this to be unfair as they did…

Introduction Addressing India’s need to attract investments to revitalize its economy, on August 28, 2019, the Union Cabinet (the “Cabinet”) has approved a number of changes to the foreign direct investment (“FDI”) regime.  The reforms cover the single brand retail trading (“SBRT”), digital media and coal mining sectors.  This update discusses the key changes approved…

Consolidated reporting form for foreign investment transactions On June 7, 2018, the Reserve Bank of India (the “RBI”) released a circular (the “Circular”) changing the reporting formats in all transactions involving issuance, or transfer of shares of Indian companies to foreign investors or vice versa.  Formerly, this was done by filing the Forms FC-GPR and…

The Companies Act, 1956 permitted inbound mergers, i.e., merger of a foreign company into an Indian company.  Even then, there were no foreign exchange regulations on inbound mergers.  A key change that was introduced by the Companies Act, 2013 (the “Companies Act”) was to enable outbound mergers as well, i.e., merger of an Indian company…

Introduction On January 10, 2018, the Indian government approved a number of amendments to India’s Foreign Direct Investment Policy (the “FDI Policy”) with a view to further improve the ease of doing business in India.  The reforms cover single brand retail trading, civil aviation, construction development, power exchanges and the medical devices sector.  In addition,…

It is commonplace in global M&A deals for buyers and sellers to strongly negotiate the seller’s indemnity obligations, and many a times, unsatisfactory seller indemnities result in deals not going through.  Effective May 20, 2016, the Reserve Bank of India (the “RBI”) amended India’s foreign exchange regulations (the “FEMA Regulations”), and imposed a requirement to…

The erstwhile Companies Act, 1956 (the “1956 Act”) contained provisions for the merger of a foreign company with an Indian company but not vice versa. The Companies Act, 2013 (the “ 2013 Act”) made a significant change and introduced enabling provisions for merging an Indian company into a foreign company. The provisions relating to both inbound and outbound mergers along with the corresponding amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, have been notified on April 13, 2017.

Introduction India’s foreign investment regime has been liberalized significantly in the last couple of years.  On June 20, 2016, the Indian government announced a host of reforms to further liberalize foreign investment in the defence, pharmaceuticals, retail trading, civil aviation and broadcasting carriage services sectors, as also in private security agencies, and the Department of…

Introduction M&A transactions often include escrow and indemnification provisions. Recently, the Reserve Bank of India (the “RBI”) has amended the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, permitting parties to defer the payment of a certain portion of the consideration and open escrow accounts (to deposit…

Introduction The Indian government has implemented a host of reforms to liberalize India’s foreign direct investment (“FDI”) regime.  Last week, the Indian government issued guidelines clarifying the FDI policy in the e-commerce sector, and has also further liberalized FDI in the insurance and pension sectors. This update discusses these recent changes announced by the Indian…

Introduction India stands committed to having a Foreign Direct Investment (“FDI”) regime that is investor friendly and promotes foreign investment for overall economic growth.  Since the Modi government came to power in June 2014, many FDI policy reforms were made in sectors such as defence, rail infrastructure, construction development, insurance, pension, medical devices and others. …