GST ITC Handbook - Volume I
In the last decade there has been an explosion in the use of digital tools for political campaigning. Data driven campaigning has become a significant feature of political campaigns around the world. There is a growing belief both at the elite and grassroots level that data matters for electoral success. There is not a single way in which data is used, rather there are numerous ways in which data is manipulated to target the right audience, to cater to their needs and influence them in the voting process. The political parties around the world have built databases, integrated online and field data and created more sophisticated analytic tools to keep traces of the electorate.
Embarking on the journey of entrepreneurship is an exhilarating yet challenging endeavor, especially when undertaken in collaboration with co-founders. As startups navigate through innovation and business, establishing a strong foundation becomes paramount for sustained growth and success. At the heart of this foundation lies the Founders Agreement, a contractual arrangement that outlines the terms and conditions governing the relationship between co-founders. A Founders Agreement facilitates the delineation of equity ownership, initial investments, and respective responsibilities of each Co-Founder. Its primary function is to formalise the mutual understanding among co-founders regarding the operation of their company and the obligations and relationships between them through a legally binding document.
Joint Venture (hereinafter referred to as “JV”) is a type of business entity where two or more parties come together, and pool in their resources to accomplish a specific project. It can take various forms like forming a new entity all together or merely coming into a contractual arrangement for the purpose of a specific project. JVs are highly flexible and take structures according to the objectives and considerations of the parties. The essential characteristics of a JV are as follows – 1. The parties involved in the JV are legally independent, with the exception of the work they do together during their collaboration 2. The parties come together for a specific mutually beneficial goal. 3. Both the parties share ownership of the JV’s assets and liabilities and share in the implementation and execution of the project. 4. The JV is temporary in nature (short term/long term) dissolving once the target is achieved.
As per Section 2(k) of the Digital Personal Data Protection Act, 2023 (“DPDPA”), a Data Processor is an entity or individual entrusted with the task of processing data, often under the direction of a Data Fiduciary. In the realm of data protection, it is crucial for Data Processors to establish tailor-made strategies that prioritise the security, legality, and ethical use of the data they manage.
An Independent Director has become far more important now than ever before due to the ever growing focus on corporate governance by organizations. This is important to keep a check on mismanagement, fraud, and inefficient corporate governance. These are non-executive Directors whose responsibilities include, but are not limited to, ensuring that the business is not disrupted, there are no malpractices, the Board is functioning smoothly and there are vigilant and strong business practices. An Independent Director sits on the Company’s Board of Directors as a neutral observer. They are not a part of the Company’s top management and are not involved in day-to-day business or operations. Their main role is to bring a neutral outsider’s perspective to the decision making in the Company. They can only be put under any liability if they have the knowledge of or have been involved in any wrongful activities of the Company.
An Employee Stock Ownership Plan, or ESOP, is an employee benefit initiative providing staff members with a stake in the company. These plans may take the form of direct stocks, profit-sharing schemes, or bonuses, with the determination of eligible employees solely at the discretion of the employer. ESOPs essentially offer employees the opportunity to purchase company stocks at a predetermined price before a specified exercise date, requiring employers to comply with detailed regulations outlined in the Companies Rules when issuing ESOPs.
In the dynamic realm of corporate culture, professionals are increasingly exploring avenues beyond the traditional career trajectory. One such avenue gaining prominence is secondment which refers to an arrangement where an employee is transferred to another department within the same organization or to another organization for a temporary period specified in the secondment agreement in order to achieve specific organization objectives. This type of arrangement is beneficial not only for the organization but also for the employees as well as the host companies. Host Companies are the ones where the employee or secondee is being deputed to for a temporary period of time.
In the rapidly evolving landscape of India's employment market; there has been an increase in manpower recruitment agencies that play a pivotal role in matching talent with opportunities across diverse industries. These agencies embrace digital transformation and are amassing vast troves of sensitive personal data from employment seekers and employers alike. The entire working of such agencies depends and revolves around the personal data of the employment seekers and the data of the employers, so that appropriate employment opportunities are provided and vacancies are filled by skilled people. Thus, it can be said that such agencies altogether deal in bulk personal data. In an era where data has become an invaluable commodity and data leaks/data theft are at an all time rise, the need to regulate the collection, storage, transfer and utilization of such information is more crucial than ever. India now has the Digital Personal Data Protection Act, 2023 (“DPDP Act”) that has been introduced to regulate such entities across various domains/industries that collect, store, utilize and process digital personal of the citizens and ensure that such data is kept in safe hands that protect the data.
The data privacy framework is finally in place with the Digital Personal Data Protection Act, 2023 (“DPDPA”) getting enacted with the assent of the President of India on 11th August, 2023. The date of implementation of different provisions shall be notified, in a stage wise manner, from time to time.
The Prime Minister's Science, Technology, and Innovation Advisory Council (PM-STIAC) at its 21st meeting on 7 July 2022, recommended the establishment of a national consortium and a working group to develop a comprehensive policy framework for the Indian deep tech startup ecosystem. In response to this recommendation, the draft National Deep Tech Startup Policy (Policy) was released by the national consortium on 31 July 2023 for public consultation and feedback. The draft policy aims to drive innovation and enhance India's global capability and standing by promoting technological growth and productivity. Currently, there are 10,298 startups operating in the deep tech sector in India. However, the existing ecosystem in the country is not adequately equipped to support their growth and development in line with the advancements in cutting-edge technology and engineering disruption.
In the dynamic and ever-evolving landscape of the Indian startup ecosystem, access to finance remains a critical factor for growth and sustainability. Keeping this into consideration the Department of Electronics & Information Technology in India introduced he Multiplier Grant Scheme (MGS). This scheme aims to foster collaboration between industry and premier academic and government research and development (R&D) institutions for the development of innovative products and packages. By providing financial support and encouraging industry-oriented R&D, the scheme seeks to bridge the gap between research and commercialization, accelerate indigenous product development, and promote market-oriented innovation. In this article, we will explore the details of the Multiplier Grant Scheme and its potential to empower startups in India
Mergers and acquisitions (”M&A”) can be a pivotal point in the lifecycle of a start-up. Whether it is a strategic move to expand market reach, gain technological capabilities, or secure funding, being prepared for M&A is essential. Successful M&A transactions can provide significant value to both the start-up and the acquiring company. However, proper preparation is key to maximizing the benefits and ensuring a smooth transition.
11 Strategies to Safeguard GST Liability under Contracts
LLP is a beneficial business introduced in the year 2008 by the Limited Liability Partnership Act, 2008. It provides limited liability to its partners and allows its members the flexibility of organizing their internal structure as a partnership based on an agreement. At the same time, LLP has a separate legal identity like a corporation consisting of partners and designated partners.
The employment laws are necessary for the smooth functioning of any organization since there are certain rights which should be provided to the employees but these employment laws in India do not stem from any single legislation and there are over 200 laws at the Centre and State level, governing subjects ranging from conditions of employment to social security, health, safety, welfare, trade unions, industrial and labour disputes, etc.
A Start-Up may be defined as a newly established business, incorporated either as a Private Limited Company, Sole Proprietorship firm, registered Partnership firm, or a Limited Liability Partnership (hereinafter referred to as “LLP”). A Start-Up is engaged in developing new products or providing services through the use of innovation. It is nothing but an idea that manifests into a commercial undertaking. The Department of Industrial Policy and Promotion (hereinafter referred to as “DIPP”) defines a Start-Up as an entity incorporated or registered in India comprising the following: Not more than Ten years have elapsed since the date of incorporation/registration of the entity; The start-up entity should be a Private Limited Company, a registered Partnership Firm, or a LLP firm; Turnover of the entity have not exceed 100 crore rupees in any of the financial years since its incorporation. The entity should be working towards innovation, development, or improvement of products or processes and services or if it is a scalable business model with a high potential for employment generation or wealth creation.
A Shareholders Agreement is a legally binding contract voluntarily entered between a company/enterprise and its shareholders. A shareholder agreement is a vital legal document that outlines the rights, responsibilities, and obligations of shareholders in a company and establishes the framework for governance, decision-making, and dispute resolution among shareholders. Whether it's a startup or an established corporation, a well-drafted shareholder agreement is crucial to safeguarding the interests of all parties involved.
During the inception of a start-up, several agreements are executed in order to safeguard every aspect of the functioning of the said company. One such fundamental agreement is a Shareholders’ Agreement (hereinafter referred to as “SHA”). SHA governs the arrangement among the company’s shareholders and lays down the parameters regarding the shareholders’ rights and obligations, duties, transfer and/or assignment rights, etc. Shareholders form an integral part of any company and it is pivotal to ensure that the shareholders are treated fairly and that their rights are duly protected. Thus, a SHA offers flexibility and certainty, and is frequently the most significant document for a company, especially when it comes to startups.
A Shareholders Agreement is a legally binding contract voluntarily entered between a company/enterprise and its shareholders. The main purpose of a Shareholders Agreement is to protect the interests of the shareholders and ensure that their rights are safeguarded. It also helps to prevent disputes among shareholders and provides a clear framework for decision-making within the company. Overall, a Shareholders Agreement is a vital tool for startups, providing a solid foundation for effective decision-making, governance, and protection of shareholder rights. It promotes transparency, mitigates risks, and fosters stability and trust among the shareholders, contributing to the long-term success and growth of the company.
The advent of the Digital Personal Data Protection Act, 2023 (”DPDPA, 2023"), has ushered in a new era of data protection and privacy regulations in India. While the Act brings about enhanced security measures and safeguards for personal data, its impact on startups, the vibrant engines of innovation and entrepreneurship, is a subject of keen interest. This Whitepaper delves into the implications of the DPDPA, 2023 on start-ups and how they are adapting to the evolving data protection landscape.
Startups are the lifeblood of any economy, driving innovation, creating employment opportunities, and contributing to economic growth. In India, the startup ecosystem has witnessed significant growth in recent years, with thousands of young entrepreneurs pursuing their dreams. However, access to finance remains a critical challenge for many startups, especially those without a substantial financial track record. To address this issue, the Ministry of Commerce and Industry has introduced Credit Guarantee Schemes (hereinafter referred to as “CGS”) tailored for startups, providing them with the financial support they need to thrive.
In the dynamic and ever-evolving landscape of the Indian startup ecosystem, access to finance remains a critical factor for growth and sustainability. Startups often face numerous challenges, with one of the primary hurdles being the availability of affordable and accessible credit. This is where the Credit Guarantee Fund Trust for Micro and Small Enterprises (”CGTMSE”) steps in as a catalyst for empowering startups in India. In this Whitepaper, we will explore how CGTMSE plays a pivotal role in fostering startup growth by providing financial security and enabling entrepreneurs to take bold steps towards innovation and expansion.
The consent mechanism is a linchpin in the realm of data protection. In recent times, especially after the advent of the General Data Protection Regulation worldwide and especially for the multi-jurisdictional businesses in India, this matter has garnered significant attention. Breaches can result in heavy penalties and reputational damage for companies. The Digital Personal Data Protection Act, 2023 envisages for free, informed, specific, clear, and revocable nature of consent. Consent being the bedrock of the entire concept of Data Protection, it is always advised to have a meticulous approach when it comes to obtaining consent from Data Principal. We at AMLEGALS always emphasize to keep simplicity as the ultimate approach especially in Data Protection regime. Hence, this white paper focuses on some of the significant aspects of Consent. Hope Readers find it useful.
Person Summoned Under Section 69 (1) of CGST Act, 2017 Cannot Seek Anticipatory Bail Under Section 438 CrPC Rather Remedy Lies Only Under Article 226 of Constitution of India. It is a well-settled position of law that power to arrest a person by an empowered authority under the GST Act could be termed as statutory in character and ordinarily the Writ Court should not interfere with exercise of such power.
As a plan that benefits both the business, often known as the selling shareholder, and the participating employees, Employee Stock Ownership Plans ("ESOPs") have a number of benefits. This translates into a tactical tool for companies to recruit and keep top talent while fostering a more engaged and motivated team. This all becomes even more necessary because keeping talented employees is more essential for startups as compared to established businesses because they are in their initial years of growth. ESOPs are a strong financial and motivating tool for startups as they work to gain a foothold in cutthroat industries and develop in quick-paced settings.
In the dynamic landscape of India's burgeoning startup ecosystem, companies often face the challenge of attracting and retaining top-tier talent while conserving limited financial resources. Employee Stock Ownership Plan ("ESOPs") have emerged as a compelling tool that not only addresses these concerns but also aligns the interests of employees with the long-term success of the organization. ESOPs are a strategic investment in the startup's human resource that will help it achieve long-term success and growth. ESOPs serve as a pillar of stability and dedication when startups set out on their path while dealing with difficulties and uncertainty. Startups encourage innovation and cooperation by fostering an ownership culture.
When the Startup India Seed Fund Scheme ("SISFS") was introduced in 2021, it was launched with a corpus of Rs. 945 crore. In the recent past, approximately Rs. 611 crore were allocated to incubators, out of which, Rs. 61 crore have been released for startups that come under the SISFS. Subsequently, there are several parameters for selection of incubators and startups, following which the guidelines for disbursement of seed fund to startups under the SISFS needs to be adhered to.
Startups in India in the recent pass has witnessed a thriving entrepreneurial ecosystem and therefore, it has became all the more essential to establish a structured support system that can provide valuable guidance and assistance to these budding ventures. The Expert Advisory Committee under the Startup India Seed Fund Scheme serves as a critical pillar in nurturing the growth of startups and plays a pivotal role in shaping their success. The establishment of an Expert Advisory Committee for startup swill act a strategic move to strengthen and support the startup ecosystem and, empower entrepreneurs to overcome challenges, capitalize on opportunities, and create a positive impact on the economy.
For the survival and growth of Startups in India easy availability of capital/funds is essential. Angel investors and venture capital firms provide funds to those Startups only, who provide "proof of concept", which becomes impossible for the budding Start-ups to present without financial backing. Similarly, banks also provide loans only to Startups having assets. It is a vicious cycle. Therefore, in order to support Startups, the Ministry of Commerce and Industry introduced Startup India Seed Fund Scheme ("SISFS"). The Government of India released an official announcement approving SISFS on 05.02.2021, for the duration of four years w.e.f 01.04.2021.
Geospatial data are sensitive details pertaining to specific locations on the earth's surface. Geospatial data often combines temporal information with location and attribute information. Geospatial technology has its application in almost every domain of the economy ranging from agriculture to industries, development of urban or rural infrastructure, administration of land, economic activities of banking and finance, resources, mining, water, disaster management, social planning, delivery services, etc. Geospatial data is now widely accepted as a critical national infrastructure and information resource with proven societal, economic, and environmental value that enables Government systems and services, and sustainable national development initiatives, to be integrated using ‘location’ as a common and underpinning reference frame.
During the Pre-Constitutional era, Gaming in India was essentially governed by the Public Gambling Act, 1867 (hereinafter referred to as "PGA") which was an enactment primarily modelled in line with the English Gaming Act, 1845 and the Betting Act, 1853. The said legislations enacted by the British Parliament preponderantly geared to render the wagering agreements unenforceable in the Court of law, inevitably overturned the Unlawful Games Act, 1541 that made even the games of skill including tennis and bowling illegal. The PGA, which proscribes gambling activities and the operating of common gaming houses however does not make the games of skills unlawful, appears to signify a similar standpoint. After the Constitution was brought into force, the regulatory concerns looming around gaming got bifurcated between the State and the Centre by virtue of Seventh Schedule of the Constitution. The State Legislatures got the upper hand in terms of legislative power related to betting and gambling activities for being listed under Entry 34 of List II i.e., the State List. The Parliament of India was termed as the suitable authority to legislate on lottery for it being listed in Entry 40 of List I i.e., the Union List under Seventh Schedule. Further, Entry 62 of the State List provides for imposition of tax on betting and gambling too.
Online Gaming Laws Online Gaming sector in India has been thriving with activities lately. This sunrise sector has already witnessed exponential growth in its user base especially during the COVID-19 lockdown constituting an average growth of about 28% on year-on year basis. The lucrative Indian Gaming Industry, now being in top five gaming markets globally, is fairly envisioned to provide vast potential in time to come, given the fervor in Indian youth, proliferation of smart phones along with cheap data plans and ease of digital payments. According to a recent study by EY & Assocham, online gaming industry presently contributes over Rs. 2,200 crores of GST and expected to grow to a whopping Rs. 29,000 crores by 2024-25 from Rs. 13,600 crores in 2020-21, revealed a KPMG report. Indian skill gaming sector, which is around Rs. 79 billion in FY 2021-22 and may rise to Rs. 150 billion in FY 2023-24, has contributed Rs. 15 to 20 billion in 2020 to the Government Exchequer and is anticipated to reach Rs. 35 to 50 billion by 2025, claimed another survey. However, the nascent Gaming Sector in India has been facing numerous regulatory and legislative hurdles in recent times with various State Governments banning some games within their territories and the imposition of higher taxes with Central Government tweaking the tax rates and allied provisions. The separation of power between the Centre and the States to legislate has been envisaged by virtue of Schedule 7 of the Constitution of India. Betting and gambling in all forms fall in the domain of the legislative powers of the States.
Information Technology (hereinafter referred to as IT) can be understood as the equipment, software, services and processes used to create, store, process, communicate and manage information. The IT industry is thriving with new technological advancements that materialize on the horizon every day. Our daily lives have also been adapting with this constant evolution and not a single aspect of our life has remained untouched and unaffected by technology and its usage. Of late moonlighting has been hovering as a major concern for the Management of the Companies in the IT or Information Technology Enabled Services (hereinafter referred to as ITES) Sector. Initially the trend could be seen in the West but now even India is not an exception to the moonlighting wave. The term Moonlighting refers to engaging in other jobs in addition to the regular job that an individual does. It is the phrase used to describe the practice of working for other organizations without the knowledge of the employer. Moonlighting has been a trend in the United States since the year 1996 but has become one of the debatable topics in India since work from home (hereinafter referred to as WFH) has become the new normal during the Covid-19 pandemic. The WFH culture has led to a rise in dual employment.
In continuation of Part I of the white paper series on Arbitration Law: Interesting Aspects, this white paper shall delve into the recent developments and interesting observations made by various Courts of India regarding the existence of Arbitration Agreements and conduct of Arbitral proceedings under the Arbitration and Conciliation Act, 1996 (“the Act”). Recently, Indian Courts have passed a plethora of judgments with a view to prioritize party autonomy in Arbitral proceedings in India, and to emphasize on the legislative intent of the Act to have minimum intervention of the judiciary in Arbitral proceedings and the conduct of the Arbitrators and parties to the Arbitration. The last few years have been pivotal in shaping Arbitration law in India pro-Arbitration approach in India, and the decisions laid down by the Courts in the year of 2022 testament to the same. This white paper elaborates upon multiple judgments passed in the year 2022 by various High Courts in India, and the Supreme Court of India.
Dear Professionals, The heart and soul of legal profession is an inquisitiveness to learn. This profession will bring various disputes and litigations and hence, a seasoned lawyer should remain aware and updated all the time and prepare the organisation well in advance to tackle such unforeseen liabilities. Introducing AMLEGALS Quarterly Repository, 2022 which is a novel academic initiative of AMLEGALS bringing forth quarterly crisp summaries of the contemporary and pressing legal updates and issues in law which would illuminate the knowledge of any legal professional involved in Intellectual Property Rights, Taxation, Data Privacy, Arbitration and FinTech industry. An intrinsic quality which we always incorporate in our working is persistent research and deployment of efficient legal strategies to make our work better and make our partners’ business more dispute proof. We hope our new initiative is resourceful for all.
Arbitration is a mode of Alternative Dispute Resolution (“ADR”) envisaged in the Arbitration and Conciliation Act, 1996 (“the Act”) which has emerged as the preferred mechanism for dispute resolution in the present era. The Black’s Law Dictionary, Fourth Edition, defines the term Arbitration as “the submission for determination of disputed matter to private unofficial persons selected in the manner provided by law or agreement.” Based on the aforementioned definition, Arbitration refers to a mechanism wherein parties to an agreement, being a valid Arbitration agreement, submit their dispute concerning the principal agreement to an unofficial private person appointed in the manner provided by law or the agreement. Arbitration inculcates critical aspects of dispute resolution such as reduced costs, enhanced party autonomy, efficacious remedy, increased chances of settlement, minimal court intervention, finality of awards and so on. Thus, Arbitration is perceived as one of the most uncomplicated, economical and party-friendly mode of ADR. The Arbitration Law in India has constantly evolved since its conception in 1940. The predecessor to the Act was the Arbitration Act, 1940, which was repeal after the introduction of the Act. The Act currently in force has been modelled on the United Nations Commission on International Trade Law (“UNCITRAL”) Model Law on International Commercial Arbitration, 1985. Prominent aspects of Arbitration encompassed within the Act include Arbitration agreements, composition of Arbitral Tribunal, jurisdiction of Tribunals, conduct of Arbitral proceedings, Awards, enforcement of both domestic and Foreign Awards, setting aside of Arbitral Awards and similar other provisions. The Act conceives for a judicial-intervention free dispute resolution through Arbitration, with minimal provisions for judicial overreach and enabling the judiciary to interfere only when the Arbitral proceedings are conducted in gross violation of the principles of natural justice, or when the parties’ rights are significantly hampered. Pursuant to such limited powers of judicial intervention, Indian Courts have laid down various judicial precedents in tune with the legislative intent behind the Act, i.e., to ensure that the Arbitral proceedings are conducted in a just, fair and effective manner. Such decisions, which shed light on the legal viewpoint concerning Arbitral proceedings, are crucial for different parties involved in an Arbitration proceeding, from the parties to the dispute, the Arbitrator(s), the witnesses, and so on. This White Paper seeks to analyse the prominent decisions of various Courts in India ruling on different aspects of Arbitration and the conduct of Arbitral proceedings in India.
Traditionally, investment decisions pertaining to a company were made on the basis of financial parameters. But with the global pandemic, increase in the instances of frauds and scams, continual climate change, and depletion of natural resources, the investors have changed their criteria for screening a business. Environmental, Social, and Governance (ESG) are one of the criteria now used by the investors for screening businesses for the purpose of investment as the ESG could have an impact on the long-term performance of a company. Since the investors have become more aware of their responsibility towards the society and the environment, this has increased the pressure on the companies to focus more on the ESG in their business practices. An increasing number of investors opt for a business enterprise that is environment-oriented and has high corporate governance standards. The ESG standards are fixed of standards for a business enterprise's operations that socially aware investors use to screen capacity investments. The recent changes and awareness among the investors with respect to ESG have also increased the investor interest and demand for ESG Reporting, ESG Ratings, and products related to ESG. The ES Reporting discloses the data that covers a company’s operations in the following areas: 1. Environmental 2. Social; and 3. Governance The ESG Reporting helps the investors in making an informed decision and in eliminating companies that pose a higher risk due to social or governmental practices or their environmental performance.
Dear Professionals, The heart and soul of legal profession is an inquisitiveness to learn. This profession will bring various disputes and litigations and hence, a seasoned lawyer should remain aware and updated all the time and prepare the organisation well in advance to tackle such unforeseen liabilities. Introducing AMLEGALS Quarterly Repository, 2022 which is a novel academic initiative of AMLEGALS bringing forth quarterly crisp summaries of the contemporary and pressing legal updates and issues in law which would illuminate the knowledge of any legal professional involved in Intellectual Property Rights, Taxation, Data Privacy, Arbitration and FinTech industry. An intrinsic quality which we always incorporate in our working is persistent research and deployment of efficient legal strategies to make our work better and make our partners’ business more dispute proof. We hope our new initiative is resourceful for all.
A Start-Up may be defined as a newly established business, incorporated either as a private limited company, sole proprietorship firm, registered partnership firm, or a limited liability partnership (hereinafter referred to as “LLP”). A Start-Up is engaged in developing new products or providing services through the use of innovation. It is nothing but an idea that manifests into a commercial undertaking. The Department of Industrial Policy and Promotion (hereinafter referred to as “DIPP”) defines a Start-Up as an entity incorporated or registered in India comprising the following: a. Not more than seven years have elapsed since the date of incorporation/registration of the entity (in case of start-ups in the biotechnology sector, the period will extend up to ten years from the date of incorporation/registration); b. The start-up entity should be a private limited company, registered partnership firm, or a limited liability partnership firm; c. Turnover of the entity does not exceed twenty-five crore in the last five financial years. The entity should be working towards innovation, development, or improvement of products or processes and services or if it is a scalable business model with a high potential for employment generation or wealth creation.
A contract forms the backbone of any professional relationship that an organization develops during its lifetime. Effective management of a contract is essential for any organization to maximize its performance for a stronger, healthier, valuable, and longer life period because an effective and robust contract management process that guides the entire life cycle of a contract, ultimately molds the future of an organization. Contract Management is the process of managing the entire life cycle of a contract, in a systematic manner, from the stage of its initiation till the stage of its termination or renewal. It ensures that the procedural aspects of the contract function smoothly, in order to maximize the business productivity and profits. Keeping a track of all the information is a complex and cumbersome task. Therefore, the ultimate goal behind contract management is to minimize the potential bottlenecks and risks associated with the business, and ensure the contracted goods or services are delivered in compliance with the contract entered between the parties. Whether you are an experienced professional or a rookie, this guide will help you manage your contracts efficiently.
Cryptocurrency can be understood as a digital or virtual form of currency which is secured by cryptography, making it extremely difficult to counterfeit. Several cryptocurrencies are based on blockchain technology as decentralized networks. One of many key features of it is that it is not centrally issued by any Public Authority, theoretically making them immune and safe from periodic government interference and manipulation. Cryptocurrencies comprise of complicated systems which allow for safe transactions online, denominated as virtual tokens represented by internal ledger entries on a system. The term “Crypto” represents several encryption algorithms and cryptographic methods that secure entries, as the likes of public-private key pairs, elliptical curve encryption and hashing functions. The very first cryptocurrency which was based on blockchain technology was ‘Bitcoin’, which is still quite remarkably popular and most valued in the market. There are hundreds and thousands of new cryptocurrencies with different specifications and functionalities available currently, some of them being clones of Bitcoin, also referred to as “forks”, while many others are absolutely new, built from scratch. Bitcoin, having been launched in 2009 by an entity with the pseudonym “Satoshi Nakamoto”, as of August 2021 has over 18.8 million bitcoins in circulation with a total market value of almost 858.9 billion dollars, with the figure updating and changing consistently. Therefore, in order to prevent inflation as well as manipulation, only 21 billion bitcoins were made in the first place, which exist in the market today. Quite a few rival companies came to life after witnessing Bitcoin’s unprecedented success. These are named as Litecoin, Namecoin, Cardano, EOS, Peercoin and Ethereum. The estimated average valuation of all these cryptocurrencies present in the market today is over 1.8 trillion dollars, out of which Bitcoin currently represents around 46.5%.
The importance of Intellectual Property Rights ('IPR') in the Pharmaceutical Industry has been affirmed and re-affirmed on numerous occasions to acknowledge that the growth and success of any Pharmaceutical Company is now dependent on the extent and kind of IP protection it entails. IPR is a fundamental necessity for Pharmaceutical Companies to recognize, disseminate and safeguard the invention. IPR is also an essential means to protect the time, effort, and money invested by such companies. Another important function of IPR is that it encourages healthy competition, thus promoting industrial as well as economic development. Incentives invest in research and development is also provided to Pharmaceutical Companies by IPR. With the massive increase in the number of cases of Coronavirus infection in India during the second wave of the COVID-19 pandemic, the question of accessibility to drugs and vaccines is being constantly raised. Indian states have been slammed with a shortage of vaccines and other important drugs such as Remdesivir and Tocilizumab. The Serum Institute of India and Bharat Biotech International Ltd are currently the two vaccine manufacturing companies in India; however, they are unable to meet the rising demands of the vaccine at par with the rising cases that the second wave of the Pandemic has brought upon the country. In this regard, the subject of “Compulsory Licensing” of such vaccines and important drugs used in hospitals for Covid-19 treatment has been brought to light to speed up the vaccination process along with treatment at an affordable and accessible rate. However, the concept of Compulsory Licensing is not as straightforward in the realm of the Pharmaceutical Industry as one might believe. This white paper seeks to first understand what Compulsory Licensing entails especially in the Pharmaceutical Industry and secondly, it seeks to examine the scope of Compulsory Licensing for Covid-19 vaccines in India and the advantages and challenges attached to it.
Fast moving consumer goods (FMCG) industry is witnessing an inspirational upsurge in terms of growth and development. With the rising competition, the cases of infringement of Intellectual Property Rights (IPR) have felt a wide push that requires constant address and timely attention. In IPR as a Growth Accelerator in FMCG Space in India Part – I published from the AMLEGALS’ desk, the importance of IPR in FMCG sector highlights the issues that arose during COVID-19 pandemic concerning IPR. This compilation of landmark judgments aids to the issues that arose and aimed Court’s assistance during a world wrenching pandemic. The Courts of India opined on various cases relating to FMCG industry that resolved the new age issues impacting IPR of the grieved company. The judgments summated below pave a way to enhanced understanding and significance of IPR in sectors like FMCG.
As defined in our previous White Paper on Smart Guide to Start-ups, Start-up is a newly established business, which is incorporated with the intention of developing new products or services through the use of innovation. Now, for the survival and growth of Start-ups in India easy availability of capital/funds is essential. However, angel investors and venture capital firms provide funds to those Start-ups only, who provide "proof of concept", which becomes impossible for the budding Start-ups to present without financial backing. Similarly, banks also provide loans only to Start-ups having assets. It is a vicious cycle. Therefore, in order to support Start-ups, the Ministry of Commerce and Industry introduced Start-up India Seed Fund Scheme ("SISFS"). The Government of India released an official announcement approving SISFS on 05.02.2021, for the duration of four years w.e.f. from 01.04.2021.
India has always been inclined towards cash transactions. However, with the increase in usage of mobile phones and the accessibility of the Internet in India, the Digital Payments System witnessed exponential growth in India. Therefore, the Reserve Bank of India (RBI), considering the shift towards convenience and the change in mind-set of the people, introduced NBFC Peer-to-Peer Lending Direction, 2017 to promote and facilitate the use of P2P Platform in India. Essentially, P2P lending is a platform-based lending mechanism that connects lenders directly with market-based creditors. This puts together various classes of creditors and lenders on a common forum and then analyses the desires and requirements of all parties to facilitate a deal that is ideally tailored to both. Now, in order to avail a loan through P2P Lending Platform, the person is required to register himself on the websites, which will connect him directly with different lenders. Thereafter, the website of the P2P Lending Platform will provide different prices, interest rates and conditions, depending upon the applicant's creditworthiness to make the purchase possible. Now, due to the recent boom in the use of the Digital Platform, P2P Platform has seen exponential growth, since P2P Lending Platform was earlier seen as providing financial connections to individuals that will be pushed on by traditional banks as a way to reduce student loan debt at a more attractive interest rate. However, in recent years, P2P Lending Platforms have expanded their coverage, and have now started providing Consumers with credit balance at lower interest rate, Home renovation loans and car leasing loans, in addition to providing loans to meet working capital requirement of their Consumers through their platforms.
One of the most pertinent issues which has come to the fore in recent times is the implication of Data Protection Laws on M&A transactions. Since the concerns revolving around the development and shaping of Data Protection Laws in India have gained popularity, these implications have also been widely discussed since the parties to M&A transactions shall also be bound to comply with these new Data Protection and Privacy norms and regulations. If such norms are not complied with by the Target Firm (viz. the firm that is being acquired), it will not only lead to a conflict between the parties involved, but will also instill a sense of apprehension in the parties while engaging in such similar M&A transactions in the future. In this paper we will be dealing with some emerging issues of data protection, current regulatory regime for data protection laws in India and the ways in which parties can mitigate the risk of data protection & cyber security issues in a M&A transaction.
In this fast-moving world, user convenience and seamlessness is shifting everything to digitalization. This era of digitalization has an impact over various aspects of our lives including finance. In this new era, the mechanism of taking loans has been completely transformed from the traditional 3-6-5 formula to 3-1-0 formula. With the introduction of Digital Lending Platform, the business of lending has metamorphosed into a different shape altogether. Digital Lending Platform allows consumers to avail finance while shopping on ecommerce sites, allows SME to avail loans based on real time sales data available on ecommerce marketplace, allows employee to avail loans on salary, allows youth to avail small ticket sized student loans to buy gadgets, with the option of buy today pay later or other postpaid schemes, peer to peer finance, crowd funding etc. The virtual process is now instantaneous and all it takes is just 3 minute to think, 1 minute to transfer and 0 human touch. Now, Digital Lending Platform is the platform where everything is happening from capturing personal and professional data of the Borrower, use of credit engine to check credit history, creation of proposal for user, acceptance and execution of legal documents, e-KYC, online disbursement and repayment of loan within matter of minutes.
India has always been inclined towards the use of cash for financial transactions. However, rapid development of the technology, accessibility of the internet coupled with government initiatives such as 'Digital India', everything is shifting towards digitalization and this era of digitalization has an impact over various aspects of our lives including finance. The term FinTech has always been around. However, the technological advances, change in demand for financial products, and competition in Financial Service Sector has led to redefining of the business models across different segments of the Financial Services industry by enabling them to improve service delivery systems which in turn is contributing towards digital financial inclusions. Fintech as the word suggests is a fusion of "Financial services" and "Technology" and refers to those companies, which uses technology to automate and enhance procedure of providing financial services in an efficient and faster manner.
Bilateral Investment Treaties (“BITs”) in the mining sector are quite popular around the globe today. The growing number in the mining industry is due to a very high amount of returns that mining industry promises in today’s energy-hungry world. However, investment in mining is a package-deal as it also comes with very high risk and has been a constant cause of dispute among host-nations and investors.There has been substantial development in extensive clauses by investors and host-nations to protect themselves from heavy losses of mining disputes. Coherently, International Arbitration on mining investment has also grown. India is no stranger to such disputes having endeavored to attract foreign investment in India in numerous sectors, including mining.The mining investment treaties have resulted in disputes and subsequently arbitral awards where India was generally at the receiving end. India has also been endeavoring to gain recognition as an International Commercial Arbitration hub and it has been keeping a Pro-Arbitration and Pro-enforcement approach.India is also a signatory of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958 (“New York Convention”) and the Geneva Convention on the Execution of Foreign Arbitral Awards, 1927 (“Geneva Convention”), and the awards passed under these Conventions are also enforceable in India other than those resultant from BITs it has signed.
The Covid-19 pandemic resulted in an upturn of the economic curve, but for the Pharmaceutical industries, it opened opportunities for innovation, development, and entrance into the market. Beyond this, Pharmaceutical Companies had faced various other issues such as IP waivers put forth by many countries in order to reduce the technical barriers at this time and hold public health over private interests. Pharmaceutical Companies have faced immense problems related to “Patent Cliffs” and have also resorted to “Patent Pools” in order to find a way out of Licensing and IP waivers so as to not harm their IPs and find a way to keep them protected and unexploited by third parties during the Pandemic.
The Concept of Force Majeure can be understood to answer the questions as a way forward. Does the outbreak of COVID-19 constitute force majeure and results non-performance of commercial contracts? What steps should a company take if the supply to its customers is disrupted? When should a force majeure notice be issued? How does COVID-19 affect “Time is of the Essence” clauses in contracts? Who is responsible for losses when a supplier cannot supply to its customer due to the COVID-19 outbreak? What steps should be taken in response to a force majeure notice? How to legally tackle a supply chain disruption? How long can a party seek to avoid performance as a result of COVID-19?
Investments are considered as one of the most important factors of economic growth. This is so because it can majorly affect the production of goods and services by investing capital in technology, research and development.Such an increase in capital goods like machinery or infrastructure leads to an increase in capital accumulation of the nation that further leads to higher production and ultimately an increase in the economy.Therefore, an increase in investments contributes to the increase in GDP. In order for the economy to boost multi-dimensionally, it is essential that firstly, a person (natural or artificial) is encouraged to invest and secondly, such an investment is made in order to holistically improve the economic situation of the nation. Therefore, it stands as a duty on the part of the Government that appropriate regulatory legislations are introduced with that respect. Such legislations should intend to address factors like stability, mitigation of risk capital, flexibility in terms of procedure and compliance along with a wide variety of options to invest, including socially desirable sectors like venture capitals (start-ups), SMEs, social ventures, etc. In this paper, a veritable attempt is made to assess and analyze the developing concept of Alternative Investment Funds (AIF), its legal framework, and implications of AIF Regulations, 2021 in India.
LEGALOS | April,2021 Monthly bulletin of AMLEGALS which incorporates the significant issues of law including case laws to help legal decision makers to take an informed decision.The laws covered under this edition is IBC, IPR, Employment laws,Arbitration, Telecom & AIF. Readers can receive their LEGALOS bulletin in their email after they fill the form below.
The past one year has shown us all the power of Social Media to an extent beyond imagination. With COVID - 19 at its peak, Social Media only added to the fear mongering through all the conspiracy theories and rumors. Such power of Social Media has very apparent since last many years. Regardless of the fact that the news is about a certain individual or if it is about national interest, everyone has an opinion and Social Media provides a carefree platform for everyone to express it. It is often joked that news on Social Media travels faster than light. But what is the credibility of such news? How accountable one is while using Social Media? Can we make someone accountable or does it come across as a restriction to Freedom of Speech and Expression? There are several such questions that employers today look for answers to. The goodwill of an organization can be most impacted by the goodwill of an employee. Social Media can be a very important tool in making or breaking that reputation.
The Ordinance has introduced a Pre-Packaged Insolvency Resolution Process (‘PIRP’) for corporate persons who have been classified as Micro, Small and Medium Enterprises("MSME") under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act"). A Pre-Packaged Scheme is an arrangement under which a Stressed Company and the Purchaser negotiate the sale of all or part of a company’s business or assets prior to the appointment of an Insolvency Professional as an Administrator. The main objective of bringing in this concept is to aid the Insolvency framework, avoid spending time and money in Court proceedings & legal battles and directly move to getting a fair resolution for the company, which was the very objective of the Insolvency and Bankruptcy Code, 2016 ("IBC") in the first place. Pre-Packaged Schemes are already prevalent in the UK and the USA and the idea behind it is to approach the Court with the already-negotiated Restructuring Plan for the company. This is being implemented in India with the motive that with a timely resolution of Stressed Companies, their actual market value can be capitalised upon without any depreciation or deterioration. We have dealt this scheme in a detailed manner in this whitepaper.
Mines & Minerals ( Development & Regulations) Amendment Bill,2021 With over 1500 operating Mines that produce almost 100 minerals, India is the second largest producer of coal and crude steel. The mining sector in India is regulated by the Mines and Minerals (Development and Regulation) Act, 1957 (MMDR Act). The Act was aimed at affording a mineral concession regime in the background of the metal producing public sector undertakings. The MMDR Act provides for the process and conditions for acquiring a mining or prospecting license in India. The mining of minor minerals comes under the purview of State Governments.
The new Financial Year 2021-22 brings many changes from 01.04.2021. This white paper covers such changes in GST, Direct Tax, Company Law & Employment Law. These are crucial changes which need to be addressed with a readiness to comply and to avert unforeseen liabilities in future. Entire white paper can be accessed in your inbox.
Emergency Arbitration In India Emergency Arbitration (hereinafter referred to as ‘EA’) is another Alternate Dispute Resolution (ADR) mechanism which seeks to protect the interests of the parties by the way of granting an interim relief. Though arbitration is aimed at fast tracking the process of dispute resolution and protecting the autonomy of the parties, there are various challenges encircling the proceedings, enforcement being the most pertinent. In a situation where the party urgently requires an interim measure, EA plays a pivotal role in enabling the party with such relief. The concept of EA recently came into limelight due to the tussle between Future Group and Amazon Inc. The dispute between the two behemoths primarily arose due to Future Group’s breach by transferring its retail assets to a ‘restricted person’ thereby violating the agreement. On 18.03.2021, the Delhi High Court adjudicated that "the interim relief granted in an EA was enforceable under the Indian law and further stated that no amendment in the legislative framework was necessary for upholding it." This decision comes in contrast to the precedents pertaining to EA in India. This white paper deals on an Emergency Arbitration in a holistic manner.
Corporate Social Responsibility - An Interplay There is an interplay between Companies Act,2013 and CGST Act,2017 to see as to how the eligibility of Input Tax Credit(ITC) is dependent upon Corporate Social Responsibility(CSR). The CSR is mandated by law and every company with a specified threshold as provided under the Companies Act has to incur the same and there comes the challenge of availment of ITC under CGST Act,2017
5G : The Future of Networking 5G is the crucial next step for the Indian telecommunication sector as well as the Indian economy, since the significant increase in speed of the network and the drop in latency – which signifies the amount of time it takes to reconnect to the internet once disconnected – will help immensely in grappling with the ever-increasing number of internet users as well as the number of essential services that are more dependant than ever on the Internet, in a post-pandemic world. Even aside from the infrastructural importance that 5G holds for India at this juncture, it will also, overall, bring India in line with the global mainstream, especially since 5G is intrinsically linked with and demonstrates the advancement in the ‘Internet of Things’ (IOT), which term is used to describe the way the smallest of devices, today, connect with each other and exchange data over the Internet.
This white paper deals with series of orders passed by Supreme Court in 2020 and 2021 while invoking Article 142 and 141 to make such orders applicable throughout India.Due to outburst of Pandemic COVID-19, Supreme Court excludes 15.03.2020 to 14.03.2021 from limitation period.
Code on Wages,2019 The Second National Commission on Labour, 2002 tabled a report that the existing labour laws are very complex and inconsistent in the present times. Therefore, the legislature has come up with idea of unified legislation for wages wherein two major points are deliberated as under: a.Rationalization, simplification & consolidation of the existing laws relating to labour in the organised sector; and b.Umbrella legislation for ensuring minimum level of protection to the workers in the unorganised sector.
The Information Technology (Guidelines for Intermediary & Digital Media Ethics Code) Rules, 2021 were formally notified on the 25th of February, 2021. These new, comprehensive set of Rules supersede the IT Rules, 2011 in several aspects. They allow the Government to regulate digital news media platforms, and also bring OTT Streaming Services and Social Media platforms under the regulatory ambit. The Rules have been notified and prescribed in exercise of the powers conferred on the Central Government under Section 87 of the Information Technology Act, 2000.
Pharmaceutical Industry - Production Linked Incentive The Production Linked Incentive(PLI) scheme is going to give a new boost to the Pharmaceutical Industry.
Gujarat Solar Power Policy,2021 The State’s solar policies has always given positive and remarkable results and with the introduction of this new Solar Power Policy, 2021, Gujarat looks ready to maintain its top position in the renewable energy arena. Besides the policy, the huge 30 GW Kutch Project is finally commencing and is said to be completed by 2025 and all of these look very promising to the industry.
AMLEGALS YEARBOOK, 2021 It deals with those laws and issues which will not only matter the most in 2021 but will also have a big impact on every business at large.
The budget 2021 has brought many facets and amongst these, the prominent being subjective Input Tax Credit under CGST Act,2017 and refund on exports under IGST Act,2017. To know as to how it impacts and also how a retrospective amendment in Section 7 originated, refer this white paper.
