The Foreign Investment Regulation Review: India

Overview

Right from the liberalisation policy of 1991, India has increasingly focused on policy reforms and is now considered to be one of the most favoured destinations for foreign investment. The Modi government has proactively taken a plethora of steps to ensure a hospitable investment environment for foreign investors. Foreign investment under the automatic route up to 100 per cent is permitted in most of the sectors in India and the government has recently relaxed the foreign investment caps in multiple sectors, such as defence and insurance. The government is actively trying to reduce the compliance burden by bringing in faceless tax assessment and the soon-to-be operational central single window clearance system. The government has also repealed archaic laws and substituted them with new laws, such as the Insolvency and Bankruptcy Code, 2016. Consequently, India has witnessed a remarkable improvement in the Ease of Doing Business rankings (currently placed at 63rd rank, which has substantially improved by a margin of 79 ranks in the preceding five years), as per the World Bank's Doing Business Report of 2019.2

The foreign investment regime in India is primarily governed by:

  1. the Foreign Exchange Management Act, 1999, (FEMA) and the rules and regulations issued under it, such as the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules);
  2. the Consolidated Foreign Direct Investment Policy, 2020 (FDI Policy) dated 15 October 2020, issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, the government of India (DPIIT) read with press notes issued by DPIIT to amend the FDI Policy; and
  3. rules issued by the government of India (central government) and regulations issued by the Reserve Bank of India (RBI) under FEMA (collectively known as the FDI Regulations).

The FDI Regulations provide for sector-specific conditions, including investment caps, and classify sectors into two routes: automatic route and government route. Under the automatic route, prior approval from the RBI or from the concerned government department or ministry is not required for foreign investments, whereas under the government route, prior approval from the central government or the RBI, or both, is required for foreign investments. The FDI Regulations also prescribe a list of activities in which foreign investment is prohibited.

i Recent developments in the foreign investment regime

One of the major recent developments in the foreign investment regime of India has been the issuance of Press Note 3 of 2020 on 17 April 2020, followed by notification of the Foreign Exchange Management (Non-Debt Instruments) Amendment Rules, 2020 (Amendment Rules) on 22 April 2020. As per the Amendment Rules read with Press Note 3 of 2020, prior government approval is required in relation to an investment that satisfies any of the conditions given below:

  1. the investor is incorporated or registered in a country that shares a land border with India;3
  2. the beneficial owner of an investment in India is situated in any country that shares a land border with India; or
  3. the beneficial owner of an investment in India is a citizen of any country that shares a land border with India.4

Furthermore, transfer of ownership of any existing or future foreign direct investment (FDI) in an entity in India, directly or indirectly, also requires prior government approval under Press Note 3.

Proposals or applications that fall under Press Note 3 also require security clearance from the Ministry of Home Affairs (MHA) and are sent to the Ministry of External Affairs (MEA), as well as to the RBI for their comments, as part of the government approval process. While foreign investments in sensitive sectors from a national security perspective undergo rigorous scrutiny and may take longer than expected for approval, the central government is positively looking at greenfield foreign investment proposals in non-sensitive sectors and is approving them in a timely manner.

ii Privatisation – paving the way for foreign investors

Given that India is an emerging economy with a large working population, one of the primary focuses of the central government is to tap into global investments and push India towards becoming the most favoured manufacturing hub across the globe. The 'Make in India'5 and 'Atmanirbhar Bharat'6 schemes promulgated by the central government act in tandem with the liberalised FDI Regulations in India, and have provided a much needed impetus to economic growth.

Additionally, the central government is also looking towards divestments in public sector undertakings to potential foreign investors to reduce its fiscal deficit. For example, on 27 July 2020, the FDI Policy was amended to allow non-resident Indians to invest up to 100 per cent in India's flagship air carrier, Air India, paving the way for Air India's privatisation.7 Similarly, on 5 May 2021, the Cabinet Committee on Economic Affairs, central government gave its in-principle approval for strategic disinvestment of IDBI Bank.8 On 29 July 2021, the DPIIT issued Press Note 3 of 2021, permitting 100 per cent foreign investment under the automatic route in oil and gas public sector undertakings that have received an in-principle approval for strategic disinvestment, thereby facilitating privatisation of one of India's largest public sector refineries, Bharat Petroleum Corporation Ltd.9 As per media reports, several foreign investors have already expressed interest in both Air India and Bharat Petroleum Corporation Ltd. Furthermore, in the budget 2021–22 speech, the Union Finance Minister, Ms Nirmala Sitharaman, expressed the central government's intent to privatise two public sector banks and one general insurance company in 2021–22.10

iii Distressed investments

There have also been certain big ticket deals by foreign investors for distressed assets, pursuant to the enactment of the Insolvency and Bankruptcy Code, 2016. ArcelorMittal and Nippon Steel, through a joint venture, participated in the successful resolution of Essar Steel India Limited.11 The joint venture paid a consolidated sum of US$5.6 billion, which is to be divided between various creditors as per the approved resolution plan.12 Another successful resolution process occurred in the case of Jet Airways where a consortium of an Indian origin United Arab Emirates businessman and Kalrock Capital Partners Ltd. emerged as the successful bidders for the defunct airline. The consortium paid US$64 million to various creditors as per the approved resolution plan.13

Furthermore, several foreign investors are picking up significant stake in critically important sectors of India, for example Saudi Arabian Oil Company (i.e., Saudi Aramco) signed a non-binding letter of intent in 2019 to purchase a 20 per cent share in Reliance Industries Limited at an enterprise value of US$75 billion.14

Year in review

i Screening mechanism and additional conditions for FDI in digital media

On 16 October 2020, the DPIIT issued a clarification in relation to FDI in 'uploading/ streaming of news and current affairs through digital media'. Pursuant to the clarification, foreign investment up to 26 per cent is permitted under the approval route to the following Indian entities registered or situated in India:

  1. digital media entity that uploads or streams news and current affairs on platforms such as websites and apps;
  2. news agencies that gather, write, transmit or distribute news (directly or indirectly) to digital media entities or news aggregators (or both); and
  3. news aggregator entities that use web applications or software and aggregate news content from sources such as websites, blogs, links and podcasts in a given location.

Within a year of the issue of the clarification, the given entities are required to ensure foreign investment is in conformity with the stated law. Companies such as Google, Facebook and Yahoo are hit by these regulatory requirements. The burden of compliance of the applicable laws shall be on the investee entity.15

ii Screening of participants participating in the tender process for contracts to be awarded by government or government entities

On 23 July 2020, the Department of Expenditure, Ministry of Finance, central government, issued an Order (Public Procurement No.1) (Order) imposing certain restrictions, such as the requirement of prior registration or screening of bidders, or both, that are situated in countries that share a land border with India. As per the General Financial Rules, 201716 and the Order, any bidder from a country that shares a land border with India is required to register itself with the relevant government authority to be eligible to bid in procurement of goods and services (including consultancy services and non-consultancy services) or works (including turn-key projects) in India. Furthermore, registration applications are also forwarded to the MHA and MEA for political and security clearance.

iii Production-linked incentive scheme

To promote ease of doing business in India, the central government launched the production-linked incentive scheme (PLI) scheme for large scale electronic manufacturing on 1 April 2020, which provided an incentive of 4 per cent to 6 per cent on incremental sales of goods manufactured in India and covered under target segments, to eligible companies, for a period of five years subsequent to the base year of 2019–20.17 In November 2020, sectors such as food processing, battery storage, pharmaceuticals (medical devices, drug intermediates and active pharmaceutical ingredients), automobile components and speciality steel were also covered within the ambit of the PLI scheme.18 Altogether, nine PLI schemes have been approved by the central government and many more are in the pipeline. The PLI scheme has revamped the manufacturing landscape of the Indian economy and has attracted several foreign investors. Under the PLI scheme for large scale electronic manufacturing, 16 applications worth approximately US$4.7 billion were approved for mobile manufacturing and specified electronic components. Similarly, under the PLI scheme relating to manufacturing medical devices, 14 applications worth approximately US$117 million were approved, and 47 applications worth approximately US$728 million were approved by the central government under the PLI scheme for the production of critical key starting materials or drug intermediaries and active pharmaceutical ingredients.19

iv Significant transactions, investments that have been consummated

Despite the economic shocks of the covid-19 pandemic and the restrictions imposed by the central government on investments from countries sharing land borders with India, India received the highest ever total FDI inflow of US$81.72 billion during the financial year 2020–21, which was 10 per cent higher compared with the last financial year 2019–20 (wherein the total FDI inflow was US$74.39 billion). Furthermore, India received total FDI inflow of US$6.24 billion during April 2021, which is 38 per cent higher compared with April 2020 (wherein the total FDI inflow was US$4.53 billion). At the forefront were Facebook's investment 'worth US$5.7 billion announced on 22 April 2020' and Google's investment 'worth US$4.5 billion announced on 15 July 2020 into Jio Platform Ltd. (Jio) (a subsidiary of Reliance Industries Ltd)'. Altogether, Jio raised more than US$20 billion from strategic and financial investors by selling a stake of 33 per cent.20 Reliance Retail Ventures Ltd was also the recipient of approximately US$6.4 billion dollars' worth of foreign investment from various strategic and financial investors such as Mubadala Investment Co, Silver Lake Partners and KKR, throughout the latter part of 2020.21 Similarly, on 8 March 2021, Japan's ORIX Corporation completed the acquisition of 21.8 per cent shares for US$961 million in Greenko Energy Holdings (Greenko).22 Greenko is one of India's major renewable energy operators. On 18 January 2021, Total Renewables SAS purchased a 20 per cent minority stake in Adani Green Energy Limited and a 50 per cent share in 2.35 GWac portfolio of operating solar assets for US$2.5 billion.23

Foreign investment regime

i Policy

Given that foreign investment plays a significant role in economic growth, the central government has liberalised foreign investments in most of the sectors over the years, and has permitted 100 per cent investment in several sectors under automatic route (without prior government approval), except certain sectors involving security interests such as defence and space, larger public interest like multi-brand retail, and also sectors with data security implications. This can be observed from the fact that the RBI has mandated data localisation for financially sensitive data and strict action has been taken against certain multinational defaulters.24

All FDI proposals or transactions that fall under the government route are mandatorily required to be filed on the Foreign Investment Facilitation Portal (FIFP). Furthermore, as mentioned above, all foreign investment proposals (including change in beneficial ownership, either directly or indirectly) from countries sharing land borders with India (i.e., Afghanistan, Nepal, Myanmar, Bhutan, Pakistan, China (including Hong Kong and Macao) and Bangladesh) will be mandatorily screened, regardless of whether the foreign investment is in a sector under the automatic route or government route.25

A significant change brought about by the Modi Government was the termination of vast majority of Bilateral Investment Treaties (BIT) to which India was a party, mainly in 2016 and 2017. As a rule, BITs with all the countries that were the major sources of FDI into India were terminated.26 The central government claimed that India's interests were not being adequately protected through these BITs. The central government introduced the Model BIT 2015 as its base draft for negotiations on future BITs, and media reports have shown that India is looking to speed up its negotiations with various countries over signing new BITs.

ii Laws and regulations

The relevant laws and regulations have been mentioned in Section I above. The DPIIT is the nodal authority for foreign investment in India. The DPIIT works under the aegis of the Ministry of Commerce and Industry, central government and is responsible for, among others, accelerating industrial development in India by facilitating investment in new and upcoming technology, aiding ease of doing business in India, promoting FDI in India and supporting balanced development of industries. The DPIIT works in tandem with the RBI and the relevant ministry or department of the central government. For any type of foreign investment, there are certain mandatory reporting requirements to the RBI that need to be complied with. Additionally, the Competition Commission of India (CCI) is India's antitrust regulator and plays an important part in screening foreign investment proposals that cross the threshold specified within the Competition Act, 2002 (Competition Act) and the rules thereunder.

Depending upon the sector, certain conditions may also be imposed by sectoral regulators. For example, the insurance sector is regulated by the Insurance Regulatory and Development Authority, the telecom sector is regulated by the Department of Telecom, central government, the mining sector is regulated by the Ministry of Mines, central government, and the defence sector is regulated by the Ministry of Defence, central government.

iii Voluntary screening

There is no voluntary screening requirement in India. However, if there are concerns with regards to any interpretation issue in the FDI Policy, foreign investors may file representations to the DPIIT through industry bodies and seek informal guidance on the issues. Pursuant to this, a formal request for clarification can also be made to the DPIIT. The DPIIT in several cases has issued a clarification upon receiving requests from industry bodies, as it has a wide outreach and affects a larger group.

iv Procedures

Investment in a sector requiring government approval

Any proposal for foreign investment in a sector or activity that requires prior approval from the government is to be filed on the FIFP in the prescribed format, along with requisite documents specified therein. The DPIIT issued the Standard Operating Procedures for Processing FDI Approvals on 9 November 2020 (SOP), and all applications, including those for Press Note 3 of 2020, are to be filed as per the procedures.27 Once such application is filed on the FIFP, the proposal is sent to the relevant ministry or department by the DPIIT and the applicant is also required to submit hard copy of the application to the relevant ministry, along with supporting documents. The proposal is also sent by the DPIIT to the other concerned stakeholders, such as:

  1. the RBI, for seeking its comments in relation to FEMA;
  2. the MHA for security clearance; and
  3. the MEA, for comments on the investor or beneficial owner.

The DPIIT, the relevant ministry or department (or all three) might also ask for additional clarifications with respect to the application. After collating the comments received from the relevant stakeholders, the DPIIT presents the same to an inter-ministerial committee (IMC), consisting of secretaries and representatives of various ministries and government departments, for its approval. Once the proposal is approved by the IMC, it is sent to the Union Home Minister for the final approval. Thereafter, the approval letter is sent online by the competent authority to the applicant. While the SOP prescribes a timeline of 10–12 weeks from the date of filing the application, for the decision on the application to be communicated to the investor from the date of filing the application, it takes approximately six to nine months for disposal of such applications. The time taken by the applicant to provide clarifications or relevant documents to the concerned ministry or department is excluded from calculating the time period within which the government is supposed to dispose of the concerned proposal.28

Foreign investment proposals above 50 billion rupees, even in sectors falling under the approval route, also require approval from the Cabinet Committee on Economic Affairs.29

Sector-specific requirements

i Prohibited sectors

FDI is prohibited in certain sectors, such as: lottery business including government or private lottery or online lotteries; gambling and betting including casinos; trading in transferable development rights; real estate business or construction of farmhouses; and activities or sectors not open to private sector investment, including atomic energy and railway operations (that is, other than the permitted railway infrastructure).30

ii Restricted sectors

As previously mentioned, investments in certain sectors require prior government approval and for some sectors there are additional obligations. Some of the prominent sectors that require government approval or have additional obligations are as follows:31

  1. defence sector: FDI up to 74 per cent is permitted under the automatic route and beyond 74 per cent under the government route wherever it is likely to result in access to modern technology or for other reasons to be recorded. Such investment is subject to security clearance by the MHA and as per guidelines of the Ministry of Defence, central government (MOD);
  2. telecom services sector: (provided it does not fall within 'other service providers', where foreign investment up to 100 per cent under the automatic route is permitted): FDI up to 49 per cent is permissible under the automatic route and beyond 49 per cent under the government route. FDI in this sector is also subject to licensing and security conditions as specified from time to time by the Department of Telecommunications, Ministry of Communications, central government;
  3. multi-brand retail trading sector: FDI up to 51 per cent is permissible under the government route provided the conditions relating to minimum foreign investment as specified are observed;
  4. insurance (apart from insurance intermediaries): currently, FDI up to 74 per cent is permitted through the automatic route. The law was modified on 18 August 2021 and is subject to sectoral regulations; and
  5. brownfield pharmaceutical sector: FDI up to 74 per cent is permitted under the automatic route and beyond 74 per cent under the government route. FDI in this sector is subject to the specified restrictions and conditions, including restrictions on the incorporation of non-compete clauses in the relevant investment agreements.

Typical transactional structures

Foreign investors can establish their footprint in India either by:

  1. setting up a company in India, which may be a joint venture company or a wholly-owned subsidiary; or
  2. by acquiring a company in India.

While investing in India, foreign investors need to be mindful of compliance with the FDI Regulations, sector-specific legislations, the Companies Act, 2013 and the Competition Act. Traditionally, foreign investors preferred investing in brownfield projects given that they were well-established projects in India and the compliance burden was lower compared with greenfield projects. However, with the implementation of the PLI scheme, India has seen a rise in foreign investments in greenfield projects, especially joint ventures. Whether it is a brownfield joint venture or acquisition or a greenfield joint venture, there are distinct advantages of each. While a brownfield investment allows the foreign investor to utilise the already existing manufacturing facilities and distribution channels of the entity, it is easier for a foreign investor to exploit market inefficiencies through a greenfield venture.

Given the fiscal impact of the pandemic on businesses across the globe, foreign investors are also evaluating their business portfolios and the focus has shifted to core business operations. Foreign investors, especially body corporates, are now unlocking capital by investing in core assets of Indian companies. There has been a significant rise in business transfer, slump sale or asset transfer arrangements to carry out divestment of non-core assets given that they are easier to be accomplished and can be completed faster than demergers. Business transfers that constitute a slump sale are also preferred because they have lower tax implications, giving sellers the opportunity to maximise value.

Set out below is a summary of legal considerations for foreign investors in India.

i Joint ventures

Two foreign companies can have a joint venture in India subject to the limitations prescribed in the FDI Policy as applicable.32 Joint ventures provide flexibility and ease of operation. Having a joint venture with an Indian entity allows the foreign investor to access the regional know-how of the market. It allows them to lower the risk and be better prepared to face the Indian market. In such cases, Indian entity can provide access to the existing manufacturing facility and distribution network, and also have an insight into the spending habits of Indian consumers. There are various factors to be kept in mind that essentially help in success or failure of a joint venture, including but not limited to the following:

  1. a credible business partner;
  2. a viable business plan;
  3. business activities and related opportunities;
  4. an optimal investment structure and inter se rights of the parties;
  5. a right management team; and
  6. a transparent operation.

There have been several successful examples of joint ventures between an Indian entity and a foreign investor such as Maruti Suzuki and Hero Honda.

However, there are certain risks associated with a joint venture model, such as dilution in value on account of financial leakages, deadlock between the joint venture partners on critical operational decisions leading to arm-twisting tactics being utilised to force an exit of the partner, or to effect a change in control and management of the joint venture company.

ii Corporate law residency requirements

The Companies Act, 2013 does not prohibit a foreign national to act as director provided the company has at least one director who has resided in India for 182 days.33 Appropriate relaxations were provided to the applicability of this provision due to the covid-19 pandemic.34 However, appointment of a foreign national as a Managing Director or Whole Time Director will need the central government's approval if his or her period of residency in India before appointment is less than 12 months.35

One of India's major reforms in the past year is the further liberalisation of its insurance sector. As mentioned above, investment under the automatic route up to 74 per cent. Pursuant to such foreign investment, the insurer must ensure that the majority of its directors, majority of its key managerial persons and at least one of its chairman, managing director or chief executive officer are resident Indian citizens.36

iii Rules pertaining to takeover bids by foreign companies

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Code) governs the takeover regime in India. There is no material difference in its applicability to a foreign investor compared with a domestic one. It was introduced with the objective of not only providing a transparent corporate governance system for takeovers involving listed entities, but also to protect the interests of the investors by allowing them an exit opportunity. The Takeover Code seeks to restrict and regulate both direct and indirect acquisition of control, shares or voting rights in a listed entity. If such an acquisition leads to a breach of threshold limits under the Takeover Code or there is change in control, the acquirer is obligated to make an open offer to the public shareholders to acquire their shares in the listed company. This ensures a fair and transparent exit mechanism for the shareholders. The Takeover Code also allows another prospective acquirer to make a counter offer, thereby ensuring a fair and effective competition between acquirers.

iv Other corporate structures for ownership

Apart from a company, another popular corporate structure for ownership is an LLP. Unlike a traditional partnership, partners in an LLP do not have a personal liability. Similar to a company, an LLP has a separate legal personality. There is no restriction on the type of business that can be carried out through an LLP. However, foreign investors can only invest in those LLPs where 100 per cent FDI is allowed under automatic approval route and no sectoral conditions are applicable. Thus, an LLP cannot be utilised for every type of investment in India.37

Other strategic considerations

i Strategic considerations

There are certain factors that foreign investors should consider before investing in India, such as the key opportunity sectors in India, mode of investment, nature of business operations, FDI restrictions (if any) in the proposed business, approvals required for setting up the business from the central government, RBI or other sectoral regulators, availability of land, incentives being provided by various states in India, and special benefits and incentives for setting up business in special economic zones. Certain states in India have established single window clearance systems having investment facilitation center, to provide a one-stop solution for all the needs of the foreign investor. This can help the foreign investor get the required permissions or approvals in a time-bound manner. Furthermore, due to the effect of the covid-19 pandemic, consolidation is occurring in various industries and large behemoths are looking to sell non-core assets to raise liquidity for the core assets and also to better manage the core assets. This can be a consideration for a foreign investor who is looking for a good bargain.

ii Merger control regime in India

Mergers and acquisitions in India are also governed by the Competition Act, and regulations and guidance notes issued thereunder. Sections 5 and 6 of the Competition Act require the pre-notification of all acquisitions, mergers and amalgamations where the turnover or assets of the parties and groups cross specified thresholds (collectively described as 'combinations') to the CCI, which is responsible for merger review that applies the standard of appreciable adverse effect on competition (AAEC). India follows a mandatory and suspensory merger control regime and notifiable combinations may not be completed in any way until clearance has been given by the CCI (or a 201-day long stop period has passed without decision). Failure to notify and gun-jumping attract significant penalties.

The CCI's review process consists of two phases. In Phase I, the CCI will form its prima facie opinion of whether or not the combination is likely to cause or has caused an AAEC within the relevant market. If there are no prima facie AAEC concerns, the CCI will clear the combination. The substantive test employed by the CCI is whether the transaction causes or is likely to cause an AAEC in the relevant market in India. In undertaking the assessment, the CCI will look at a number of factors set out in Section 20(4) of the Competition Act, including market shares, barriers to entry, ability to raise prices after completion of the transaction and countervailing buyer power.

Outlook

India has positioned itself as a lucrative destination for foreign investment. Various laws and policies, as discussed above, are strongly geared towards attracting foreign investment in India. The continuous liberalisation coupled with numerous economic reforms is marked by a favourable growth in foreign investment in India. As an additional step towards 'Atmanirbhar Bharat', the central government has launched PLI schemes to financially incentivise domestic manufacturing in certain sectors such as electronics, pharmaceutical, telecom and networking, as discussed previously. This has not only fostered India's integration into the global supply chain, thereby characterising it as a global manufacturing hub, but has also significantly contributed towards increasing foreign investment in the manufacturing sector. In a bid to further escalate foreign investment in India, various sectors have been opened up to foreign investment as evident from the decision to allow 26 per cent FDI in digital media and increase the cap in insurance and defence sectors from 49 per cent to 74 per cent.38 Thus, the policies and reforms are significantly aligned towards tapping global investments. However, there are certain regulatory loopholes, as discussed previously, which can potentially create impediments in attracting foreign investments. Thus, to enhance the foreign investment curve, it is crucial to fine-tune these issues in a timely fashion.

Footnotes

1 Rudra Kumar Pandey is a partner, Sanyukta Sowani is a senior associate and Akash Deep Singh is an associate at Shardul Amarchand Mangaldas & Co.

2 Press Information Bureau, Press Release, 'India ranks 63 in World Bank's Doing Business Report,' 24 October 2019, available at https://pib.gov.in/newsite/PrintRelease.aspx?relid=193994 (last visited on 13 August 2021).

3 The requirement of seeking prior government approval applies to FDI from Afghanistan, Nepal, Myanmar, Bhutan, Pakistan, China (including Hong Kong and Macau) and Bangladesh.

4 Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Rule 6.

5 Press Information Bureau, Press Release, 'Make in India,' 24 March 2021, available at https://pib.gov.in/Pressreleaseshare.aspx?PRID=1707197 (last visited on 12 August 2021).

6 Press Information Bureau, Press Release, 'English Rendering of Prime Minister Mr. Narendra Modi's Address to the Nation on 12.5.2020,' 12 May 2020, available at https://pib.gov.in/PressReleseDetail.aspx?PRID=1623418 (last visited on 12 August 2021).

7 Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 (notified on 27 July 2020).

8 Press Information Bureau, Press Release, 'Cabinet approves strategic disinvestment and transfer of management control in IDBI Bank Limited,' May 05, 2021, available at https://pib.gov.in/PressReleseDetail.aspx?PRID=1716211 (last visited on 12 August 2021).

9 'Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Press Note No. 3 (2020), Review of Foreign Direct Investment (FDI) policy for curbing opportunistic takeovers/acquisitions of Indian companies due to the current COVID-19 pandemic,' 17 April 2020, available at https://dpiit.gov.in/sites/default/files/pn3_2020.pdf (last visited on 12 August 2021).

10 Press Information Bureau, Press Release, 'Summary of the Budget 2021-22,' 1 February 2021, available at https://pib.gov.in/PressReleasePage.aspx?PRID=1693908 (last visited on 12 August 2021).

11 'ArcelorMittal, ArcelorMittal announces that it has today completed the acquisition of Essar Steel India Limited ('ESIL'), and simultaneously established a joint venture with Nippon Steel Corporation ('Nippon Steel'), called ArcelorMittal Nippon Steel India Limited ('AM/NS India'), which will own and operate ESIL,' 16 December 2019, available at https://corporate.arcelormittal.com/media/press-releases/arcelormittal-and-nippon-steel-complete-acquisition (last visited on 12 August 2021).

12 Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta (2020) 8 SCC 531.

13 'Jet Airways (India) Ltd, Order regarding approval of the resolution plan by the Adjudicating Authority (National Company Law Tribunal, Mumbai),' 30 June 2021, available at https://www.bseindia.com/xml-data/corpfiling/AttachHis/aee37070-c804-4ee6-b4b7-66e76f02dfbe.pdf (last visited on 12 August 2021).

14 'Reliance Industries Limited, Saudi Aramco and Reliance Industries sign a non-binding letter of intent to acquire a 20 per cent stake in the oil to chemicals (O2C) division of Reliance Industries Limited Valued at an enterprise value of US$75 billion; One of the largest foreign investments in India,' 12 August 2019, available at https://www.ril.com/DownloadFiles/CorporateAnnouncements/MRSaudiA.pdf (last visited on 12 August 2021).

15 'Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Clarification on FDI Policy for uploading/streaming of news and current affairs through Digital Media (notified on 16 October 2020),' available at https://dpiit.gov.in/sites/default/files/Digital-Media-Clarification-Scanned-16Oct2020.pdf (last visited on 12 August 2021).

16 The General Financial Rules, 2017, Rule 144(xi).

17 'Ministry of Electronics and Information Technology, Production Linked Incentive Scheme (PLI) for Large Scale Electronics Manufacturing, (notified on 1 April 2021),' available at https://www.meity.gov.in/writereaddata/files/production_linked_incentive_scheme.pdf (last visited on 12 August 2021); Press Information Bureau, Press Release, 'Mr. Piyush Goyal chairs the review meeting on Single window system for industrial clearances and approvals,' 22 June 2021, available at https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1729456 (last visited on 12 August 2021).

18 Press Information Bureau, Press Release, 'Cabinet approves PLI Scheme to 10 key Sectors for Enhancing,' 11 November 2020, available at https://www.pib.gov.in/PressReleasePage.aspx?PRID=1671912 (last visited on 12 August 2021).

19 Press Information Bureau, Press Release, 'Status of Production-Linked Incentive Schemes; Minimum production in India as a result of PLI Schemes is expected to be over US$500 billion in 5 years; Nine PLI schemes have been approved by the cabinet so far,' 7 April 2021, available at https://pib.gov.in/PressReleasePage.aspx?PRID=1710134 (last visited on 12 August 2021).

20 Reliance Industries Limited, Integrated Annual Report, 2020–21, available at https://www.ril.com/ar2020-21/pdf/RIL-Integrated-Annual-Report-2020-21.pdf (last visited on 12 August 2021).

21 Reliance Industries Limited, Integrated Annual Report, 2020–21, available at https://www.ril.com/ar2020-21/pdf/RIL-Integrated-Annual-Report-2020-21.pdf (last visited on 12 August 2021).

22 'ORIX Corporation, ORIX Completes Acquisition of Shares in Major Indian Renewable Energy Operator Greenko,' 8 March 2021, available at https://www.orix.co.jp/grp/en/newsrelease/210308_ORIXE.html (last visited on 12 August 2021).

23 'TotalEnergies SE, Total to acquire from Adani a 20 per cent interest in the largest solar developer in the world,' 18 January 2021, available at https://totalenergies.com/media/news/press-releases/total-to-acquire-20-percent-of-AGEL-the-largest-solar-developer-in-the-world (last visited on 12 August 2021).

24 'Reserve Bank of India, Press Release, Reserve Bank of India takes supervisory action on Mastercard Asia / Pacific Pte. Ltd.,' 14 July 12021, available at https://rbidocs.rbi.org.in/rdocs/PressRelease/PDFs/PR5309163E3DE3C9140A1A574D3647A0B9D8E.PDF (last visited on 13 August 2021).

25 Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

26 Department of Economic Affairs, Bilateral Investment Treaties (BITs)/Agreements, available at https://dea.gov.in/bipa (last visited on 12 August 2021).

27 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Standard Operating Procedure (SOP) for Processing FDI Proposals (notified on 9 November 2020), available at https://dpiit.gov.in/sites/default/files/SOP-dated-09112020-for-processing-of-FDI-Proposals-10Nov2020.pdf (last visited on 12 August 2021).

28 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Standard Operating Procedure (SOP) for Processing FDI Proposals (notified on 9 November 2020), available at https://dpiit.gov.in/sites/default/files/SOP-dated-09112020-for-processing-of-FDI-Proposals-10Nov2020.pdf (last visited on 12 August 2021).

29 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Consolidated FDI Policy, 15 October 2020, Paragraph 4.1.5, available at https://dpiit.gov.in/sites/default/files/FDI-PolicyCircular-2020-29October2020_0.pdf (last visited on 12 August 2021).

30 Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Schedule I.

31 Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

32 Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

33 The Companies Act, 2013, § 149(3).

34 Ministry of Corporate Affairs, General Circular No. 11 /2020 (issued on 24 March 2020), available at https://www.mca.gov.in/Ministry/pdf/Circular_25032020.pdf (last visited on 12 August 2021).

35 The Companies Act, 2013, Schedule V, Part I.

36 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Press Note No. 2 (2021), 'Review of Foreign Direct Investment (FDI) policy on Insurance Sector,' 14 June 2021, available at https://dpiit.gov.in/sites/default/files/pn2-2021.pdf (last visited on 12 August 12 2021).

37 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Press Note No. 1 (2011), 'Review of the policy on Foreign Direct Investment - Allowing FDI in Limited Liability Partnership firms,' 20 May 2011, available at https://dpiit.gov.in/sites/default/files/pn1_2011_1.pdf (last visited on 12 August 2021).

38 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, 'Clarification on FDI Policy for uploading/streaming of news and current affairs through Digital Media' (notified on 16 October 2020); Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Press Note No. 2 (2021) (notified on 14 June 2021); Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Press Note No. 4 (2020) (notified on 17 September 2020).

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