ITAT Labels Intra-Group Merger a Sham; Rejects Goodwill Depreciation
The ITAT Hyderabad recently delivered a ruling on a case involving Invesco – a decision which could have important implications for M&A and corporate restructurings. At the heart of the matter – depreciation on goodwill generated through an internal group restructuring, and the genuineness of that goodwill. In this episode of Resolüt Audio, Hrishikesh Anand and Samaahith Addoor break down the decision, tracing the development of goodwill depreciation, and assessing the impact of the ITAT’s decision. From tightly timed valuations to questions of structure and intent, we discuss what this ruling could mean for dealmakers navigating group restructurings in the future.
Part III: Inter-Connected Transactions — CCI’s Recent Penalty Order In Matrix Pharma’s Case
Hello and welcome to Resolut Audio. I'm your host Payaswini Upadhyay. In today’s episode, we’re diving into a topic that’s become increasingly relevant in an era of layered deal structures and staggered closings — inter-connected transactions under India's merger control framework.
ICICI Securities’ Delisting (Part 2): No Fair Value Exit — Allowed by SEBI, Upheld in Appeal
Hi there. This is Resolut Audio and I'm your host Payaswini Upadhyay. Today, we’re diving into one of the most debated corporate actions in recent times — the delisting of ICICI Securities, and how it unfolded under a court-sanctioned route that sidestepped a fair market value exit.
Indirect Acquisitions-Promoter Exemption: SEBI’s Yes-No-Yes To Open Offers
Hello and welcome to Resolut Audio. I'm your host Payaswini Upadhyay, and today,we’re diving into a topic that’s had its fair share of twists and turns over the years:Indirect Acquisitions and Promoter Exemption - SEBI's Yes-No-Yes approach to Open Offers.
Budget 2025: The Deal Maker’s Lens
Hello and welcome to Resolut Audio. I’m your host, Payaswini Upadhyay. Amid all the extensive coverage of the Finance Minister's personal income tax proposals in Budget 2025, some crucial changes for dealmakers and investors have flown under the radar. I'm here to address just that. I'll talk about 3 key changes in the Finance Bill 2025 critical for deal makers and investors.
India Applies Principal Purpose Test: Impact on Tax Structures & Deal Making
Hi there. This is Resolut Audio and I'm your host Payaswini Upadhyay. Today we're diving into the world of tax to talk about India's first case in which the Principal Purpose Test has been applied. Earlier this month, the Delhi ITAT allowed SC Lowy benefits under the LuxembourgIndia Tax Treaty. In doing so, the ITAT threw some light on the relevant factors that could work to the advantage of taxpayers making investments via tax-friendly jurisdictions or those involved in cross-border deals. Within a few weeks of this ruling, the tax department also issued a circular on PPT applicability. In this episode of Resolut Audio, we'll answer some key questions – One, what exactly is PPT and how has it really changed the life of foreign investors or deal makers? Two, how will the Delhi court ruling help - the focus factors? Three, what transactions, if at all, benefit from the CBDT guidance? Four, does the PPT applicability differ for equity vs non-equity income? And finally – let's do a country comparison – are you better off coming via Mauritius vs Singapore?
SEBI Tightens Governance Norms: Key Changes to Listing Regulations
Hi there. This is Payaswini Upadhyay and I’m here to take you through SEBI’s recent changes to the Listing Regulations. SEBI ushered in the new year with a tweaked governance mandate for India Inc. It notified several important changes in December. So, let's look at some of the key ones.
Decoding SEBI's Proposal On Restricted Return InvITs: Target Audience, Benefits & Global Appeal
What's been missing in India's InvIT landscape? A product that acts as a true bond proxy, some might say. Well, SEBI's proposed Restricted Return InvITs delivers just that. This new product offers risk-averse investors a safe, fixed return, with the downside protected and the upside capped. But it's not just for investors- sponsors stand to gain too. Any returns beyond the promised payout go straight to them, and if returns dip below expectations, sponsors will have to step in to cover the shortfall. In this episode of Resolüt Audio, host Payaswini Upadhyay speaks to Ruchir Sinha to examine the proposals, explore how sponsor-investor agreements could evolve and who the target investors are for this product.
Public Market Trades in India: The FPI-FDI Problem
Navigating India's Foreign Portfolio Investor (FPI) and Foreign Direct Investment (FDI) regime can be quite complex, especially in public market transactions. The recent shift from an investor-centric regime, which focused on the nature of the investing entity rather than the quantum of the investment, to an investment-based regime, where the investment type determines FPI or FDI status, has only added a layer of confusion. Questions frequently arise: Can an FPI subscribe to preferential allotments below 10%? Can FDIs participate in IPO rounds? And what happens in cases like Zomato's – is it possible for the same entity to invest through both FPI and FDI routes in one company? In this episode of Resolüt Audio, host Payaswini Upadhyay speaks with Samaahith Addoor on some of the crucial FPI-FDI nuances for public market investments.
Denial of tax treaty benefits
In the second episode of Resolüt Audio, host Ruchir Sinha speaks with Anandu Unnikrishnan on the key case laws underpinning the Income Tax Department’s recent notices against offshore funds. They examine the material facts and circumstances in each of these cases and lay out practise-based mitigants that offshore investors can adopt. They also examine critical questions surrounding the morality of taxation, the scope for interpretation in tax law, and the need for caution as tax authority continue to gain broad-reaching powers.
Private Credit: Supreme Court holds that ownership of pledged shares remains with pledgor despite transfer to pledgee
Resolüt Audio is our initiative to present to you our analysis on legal and tax issues in a simple and de-jargonized manner through free-flowing conversations.In the first episode of Resolüt Audio, host Raina talks with Ruchir on the recent Supreme Court Judgement in the PTC India case.They talk about the regulation of pledged dematerialized shares and the implications of the PTC judgement while providing a broad overview on the law of pledge and the challenges of reconciling the statutory requirements to dematerialized shares. Their analysis of the PTC India can be accessed here: https://bit.ly/3AFsrwn