The 2nd NLUJ-IndusLaw Corporate Law Review Summit 2024, was organized by the Journal on Corporate Law and Governance, National Law University, Jodhpur, on October 5, 2024 in virtual mode.
The event was sponsored by the IndusLaw, along with SCC Online –SCC Times as the knowledge partners for the summit.
The summit featured a panel discussion with erudite personalities in the field of corporate governance on the theme of “The Future of Sustainable Finance in Indian Securities Market” which was followed by paper presentations by 15 shortlisted candidates out of 140 enthusiastic participants who submitted their insightful academic articles.
This summit served as a crucial platform for diverse perspectives and valuable insights to converge, bridging the theory-practice gap and deepening our understanding of corporate law, a subject that significantly influences our academic voyage.
Inaugural Ceremony
The inaugural ceremony of the summit commenced with the welcome speech by Dr. Manoj Kumar Singh, Faculty InCharge and Chief Editor of the Journal. Dr. Manoj welcomed esteemed panellists, speakers and participants and highlighted the structure of the Summit.
Dr. Manoj also highlighted the need to Balance economic growth with environmental sustainability which encapsulates the theme of the Summit “The Future of Sustainable Finance in Indian Securities Market”.
Subsequently, the Vice Chancellor, Professor Dr. Harpreet Kaur, congratulated everyone on the occasion and extended heartfelt gratitude to the panellists. Professor Kaur emphasized the significance of the theme focusing on the last decade—sustainability in relation to corporate governance. She raised a critical question about whose sustainability we are referring to, noting that financial sustainability is crucial for long-term operations. The discussion also delved into emerging challenges in corporate law, particularly those related to sustainable finance, including concepts such as Socially Responsible Investing (SRI) and Environmental, Social, and Governance (ESG) criteria.
Dr. Abha Yadav, Assistant Professor at National Law University Delhi, delivered a keynote address emphasizing the shift of nation-states from welfare-based to capitalist societies, highlighting the increasing permanence of corporations and the critical role of public policy in regulating their practices. She explained that sustainability extends beyond environmental protection, embedding fundamental human rights within its scope. Dr. Yadav pointed out that corporate financing often has environmental impacts, some of which are irreversible, making the discussion on sustainability even more relevant. She underscored that sustainability is not a rigid blueprint or manual with definite answers, but rather, a concept that relies on projections and evolving strategies. Corporate stakeholders must be obligated to work towards sustainability, and decision-making should increasingly consider frameworks like Environmental, Social, and Governance (ESG) criteria. She further discussed the evolution from Corporate Social Responsibility (CSR) to ESG, highlighting that ESG is more expansive and comprehensive than CSR. While CSR focuses on governance, ESG encompasses broader issues such as sustainable and socially responsible investing. Dr. Yadav referenced Kofi Annan’s invitation to institutional investors to adopt best practices centred on ESG, noting the emergence of the Principles for Responsible Investment (PRI) as a global framework. However, she warned of the growing problem of greenwashing, where companies provide misleading disclosures about their environmental impact. The Business Responsibility and Sustainability Reporting (BRSR) framework was also referenced as a key development.In conclusion, Dr. Yadav suggested that for green investments, relaxation could be given to foreign investors, and she believes the ESG framework appropriately addresses India’s current needs. She looked forward to hearing further insights from the other panelists.
Panel Discussion
PANELISTS
Ms. Neeati Narayan, Dr. A. Sridhar, Dr. Surbhi Kapur, and Dr. Monica Pradyot,
Moderator: Ms. Ruth Vaiphei.
A Sridhar:
Dr. A Sridhar addressed sustainability from an industry perspective, emphasizing that sustainable finance goes beyond environmental factors to include issues such as income equality, gender equality, and labor relations. He referenced SEBI’s guidelines on ESG, which are structured around various principles in Annexures 1 and 2, but observed that these guidelines are predominantly quantitative. Dr. Sridhar also noted the absence of robust green accounting practices and stressed the importance of directives from the Companies Act in guiding boards to consider their environmental impact.
He advocated for a stronger policy framework at the level of accounting standards to address sustainability challenges effectively. Dr. Sridhar emphasized that regulatory frameworks should also promote inclusive growth and recommended adopting a bottom-up approach to ensure sustainable finance and governance are effectively integrated into corporate practices..
Monica Pradyot:
Dr. Monica discussed sustainability within the framework of the Brundtland Report and the 2015 adoption of the Sustainable Development Goals (SDGs). She raised the question of whether there has been any significant progress in sustainable finance since 2015. A key concern she highlighted was the issue of greenwashing, particularly among Indian companies misleading consumers. She provided examples such as H&M promoting recycled products and Godrej marketing eco-friendly soaps, noting that such misstatements can discourage genuine efforts in sustainable finance.
Dr. Monica further discussed the broader targets set at last year’s COP (Conference of the Parties) meeting, where sustainability goals were expanded. She mentioned that 2024 would be a pivotal year for reviewing progress, with an expanded scope for sustainable finance to include not only green bonds but also yellow and blue bonds. The involvement of stakeholders in this review process was also emphasized as crucial to ensuring transparency and accountability in sustainable finance.
Ms. Neeati Narayan:
Ms. Neeati Narayan’s address provided a more practical perspective on the listing of debt securities, particularly green bonds, water bonds, solar bonds, and other forms of sustainable financing. She emphasized the challenges faced by SEBI and the RBI in gaining ground-level insights, stressing that increasing disclosure requirements alone will not lead to a comprehensive or holistic solution. Ms. Neeati pointed out a regulatory gap, referencing XYZ Company’s green bond issuance, where no reporting mechanism currently exists to track whether the funds are being directed towards the intended sustainability targets.
She noted that India is at a crossroads in its sustainable finance journey, especially as the financial market continues to grow. Ms. Neeati proposed a more structured alignment, where categorisation of Green Bonds should be directed towards specific SDG Goals. For example Green Bond 1 should be directed towards achieving SDG 1, and Green Bond 2 towards SDG 2 etc. However, she highlighted the inconsistency in incentives, citing how a tax break for green bonds introduced in 2022 was removed in 2023. During that brief window, a notable increase in green bond issuances was observed, signalling the importance of such incentives.
Dr. A Sridhar contributed to the discussion by referencing SEBI data, noting that in 2024, over ₹6,128 crores worth of green bonds were issued. However, like Ms. Neeati, he raised concerns about the lack of a mechanism to verify the actual utilization of green bond funds.
Ms. Neeati also mentioned the 2022 SEBI Amendment, which increased the inclusion of disclosures but emphasized that this is a dynamic and evolving system that requires continuous improvement for better oversight and effectiveness in sustainable finance.
Dr. Surbhi Kapur:
Dr. Surbhi Kapur’s address focused on the immediate relevance of sustainability issues and emphasized that the future is already here, rendering a prospective perspective unnecessary. She explored two main areas: insolvency law and regulatory governance, and posed critical questions regarding the intersection of these fields with sustainability efforts.
From an insolvency law standpoint, she questioned what would happen if a company engaged in sustainable finance were to face insolvency. She raised concerns about whether the Insolvency and Bankruptcy Code (IBC) is equipped to handle such situations and whether companies involved in sustainability should be granted preferred realization of their assets. Dr. Kapur also touched on foreign jurisdictions, discussing the complexities of junior equity and the risks of regulatory arbitrage in the absence of clear guidelines.
Dr. Kapur further highlighted the pervasive issue of greenwashing, noting that while companies present themselves as sustainable, some are simultaneously involved in labor rights violations and making false claims about recycling. She pointed out that just a day before the conference, leading authorities and the Reserve Bank of India (RBI) had released a consultation paper on social bonds and sustainability-linked bonds aimed at mitigating the risks of greenwashing. The paper collected best practices from various sources to help develop stronger regulatory frameworks.
Additionally, Dr. Kapur discussed the government’s intention to introduce a green taxonomy to address the ambiguity in sustainable finance. She referenced the Union Budget, which had mentioned climate finance taxonomy, and suggested that the government should move forward with establishing a comprehensive framework for green taxonomy, supported by institutions like the Indian Infrastructure Finance Company (IIFC).
INTERACTIVE SESSION
Moderated by Ms. Ruth Vaiphei.
Ms. Neeati Narayan highlighted the limited scope of the International Financial Services Centres Authority (IFSCA), which is currently restricted to GIFT City. She suggested that the IFSCA needs to become more lucrative and adopt a broader approach. ESG issuances, like those of Power Finance Corporation, are currently limited to GIFT City, but expanding this could boost participation and impact.
During the discussion moderated by Ms. Ruth, she posed a key question about regulatory mandates on sustainability compliance, asking how socially conscious investors and amendments to the Insolvency and Bankruptcy Code (IBC) could align with sustainable finance. Ms. Monica responded by noting that companies focusing on SDG 7 (energy efficiency in infrastructure and industry) and SDG 13 (climate action) can significantly contribute to sustainability goals, particularly in sectors like green buildings. She emphasized that SDG 7 and SDG 13 are closely interrelated, and India—despite being ranked 7th in achieving net-zero targets—must focus on a broader range of SDGs given its diverse needs. Ms. Monica also highlighted how Section 135 of the CSR regulation could play a role in this.
Dr. Monica further shared an example from her university, which contributed CSR funds for COVID-19 protection efforts. She remarked on the lack of strict regulations around CSR and the absence of civil liability for non-compliance. This has led to a self-conscious rather than legally-driven implementation of CSR activities.
Dr. Sridhar added that companies implementing CSR should also target SDG 3 (good health and well-being) and SDG 4 (quality education). Ms. Surbhi Kapur emphasized the importance of a more comprehensive framework to regulate the acceptance of green deposits, suggesting they should be classified as sustainable deposits. She also mentioned socially responsible investment opportunities, which are being supported by the RBI.
Dr. Sridhar then posed a question on how fintech and financial service innovations could accelerate sustainability efforts. He discussed the potential for AI-driven ECG analytics, citing S&P BSE’s tool for tracking energy-efficient companies, which could lead to cost reductions. He also proposed the creation of a sustainability-linked market index, where bonds like green and social bonds are benchmarked against this index, diversifying investment mechanisms and encouraging retail-level contributions. He mentioned the importance of setting appropriate credit ratings and yardsticks for gauging company performance in sustainability.
Dr. Sridhar also highlighted the role of collaborations in creating a cohesive ecosystem, referencing SDG 17, which emphasizes partnerships. India, with its free trade agreements, aims to diversify investments across many sectors, but support from developed nations has been lacking. He emphasized that India’s diverse economy requires cross-border investments to succeed.
Finally, the panel discussed the role of centralized autonomous bodies in regulating green ratings and ensuring adherence to sustainability practices, advocating for a “carrot and stick” approach to encourage compliance. The conversation also touched on an intriguing question: CSR funds have been used for solar panel installations, but if these cannot be classified as capital expenditure, there remains a broader question of how such contributions to society should be categorized. This raised further discussion on the legislative frameworks that need to evolve to support eco-friendly investments and initiatives.
The floor then opened for questions.
A doubt was raised as to how the IFSCA could help shape financial sustainability.Dr. Surbhi Kapur responded by emphasizing the need for a principle-based framework, highlighting that such a framework is rich in best practices and aligns with the ongoing efforts towards establishing a taxonomy in line with the Union Budget. She underscored the importance of adequate disclosure in promoting transparency and accountability in sustainable finance, while also addressing the issue of greenwashing and advocating for pre-emptive legal strategies to mitigate these risks.
Ms. Neeati Narayan added that both SEBI and the RBI have a role in imposing specific penalties for non-compliance, such as downgrading a company’s rating in the market. She pointed out the need for legislation to control practices related to vague definitions of ESG. Ms. Neeati recommended several measures, including:
- Implementing class action lawsuits under Order 1 Rule 8, which would allow consumers to file suits against companies engaging in misleading practices.
- Utilizing Public Interest Litigations (PILs) to protect consumer rights.
- Introducing penalties for non-compliance, as there is currently a lack of such measures.
- Initiating public awareness campaigns to educate consumers about their rights and options.
- Protecting whistleblowers to encourage reporting on unethical practices.
- Fostering international cooperation to provide guidance for Indian regulators based on overseas cases.
- Implementing a scoring system that could mandate and obligate companies to adhere to good governance practices.
Overall, the panelists highlighted the importance of a comprehensive approach to addressing the challenges of financial sustainability and the critical need for regulatory frameworks that foster transparency and accountability in sustainable finance.
PAPER PRESENTATION
The second leg of the 2nd NLUJ-Indus Law Corporate Law Review Summit 2024,featured paper presentations from short-listed candidates and the highly anticipated closing ceremony. The Paper Presentation was divided into Three Bench. The first Bench had Dr. Risham Garg and Dr. Sudhanshu Kumar as the Judge. Dr. Surbhi Kapur and Dr. A Sridhar adjudged the Second Bench. The Third Bench witnessed Dr. Monica Pradyot and Ms. Neeati Narayan.
Bench I:
Presentation 1: CHARTING THE FUTURE OF FINANCIAL REGULATION: A COMPREHENSIVE ANALYSIS OF THE 2024 SEBI ICDR AMENDMENTS
The presentation explored the significant reforms introduced through the May 2024 amendments to SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations, reflecting a pivotal shift in India’s capital market regulation. These amendments aim to enhance regulatory agility and market efficiency, focusing on the simplification of processes, particularly in initial public offerings (IPOs), and increasing market transparency. Key changes discussed include the streamlined contribution requirements to address funding shortfalls, the reinterpretation of lock-in restrictions for convertible instruments, and the removal of outdated regulations. These updates are not merely minor adjustments but form part of SEBI’s strategic effort to respond to the evolving and fast-paced nature of today’s capital markets. The presentation delved into the potential impact of these amendments on various market participants, including issuers, investors, intermediaries, and regulators, while contrasting pre- and post-amendment regulatory landscapes. The author discussed the implications for market practices, entry barriers, and the investment environment, paying particular attention to accelerated price band announcements and other regulatory streamlining. The author proposed the reforms that will shape the future of India’s capital markets, the study emphasizes the need for ongoing discourse to ensure that regulatory frameworks continue to promote market efficiency, transparency, and investor protection.
Presentation 2: STRENGTHENING INDIA’S INDEX DERIVATIVES MARKET: A CRITICAL ANALYSIS OF SEBI’S PROPOSALS
This presentation examined the Securities and Exchange Board of India’s (SEBI) July 2024 proposals aimed at fortifying India’s rapidly expanding index derivatives market, which has seen significant participation from retail investors. The reforms proposed during the presentation included larger contract sizes, reduced weekly expiries, stricter margin requirements, and premium collection are designed to improve market stability and enhance investor protection.The presentation contextualised these changes within SEBI’s regulatory history, while also comparing them to global standards established by the International Organization of Securities Commissions (IOSCO), the United States, and the United Kingdom. It evaluates the proposals’ potential impact on retail and institutional investors, brokers, and overall market dynamics, incorporating both economic and behavioural considerations such as market volatility and investor behaviour.The author proposed key recommendations which include implementing dynamic strike price adjustments during volatile periods, gradually reducing calendar spread benefits, enhancing broker infrastructure to meet market demands, and introducing position limits to prevent excessive speculation. The presentation also advocates for entry checkpoints to ensure market participants possess the requisite knowledge and suitability for engaging in derivatives trading.While acknowledging potential short-term challenges for retail investors and brokers, the presentation concluded that SEBI’s proposals represent a significant step towards a more resilient and stable derivatives market.
Presentation 3: REGULATING VIRTUAL BANKS: TOWARDS A TECHNOLOGY-CENTRIC REGULATORY APPROACH
This presentation explored the regulatory challenges of virtual banking, emphasizing the inadequacy of existing technology-neutral regulations in addressing fintech-driven banking models. It advocates for a technology-centric regulatory framework tailored to virtual banks, focusing on their operational models, organizational structure, and technological tools. The presentation highlighted the global regulatory trends, particularly in Asia, where virtual banking licenses are common, and underscores the need for regulations that address cybersecurity, online dispute resolution, and operational risks.
The presentation also discussed the importance of collaboration between financial regulators and internet governance bodies to protect critical financial infrastructure. By partnering with domain registrars, regulators can mitigate operational risks and ensure the stability of essential financial websites. The paper concludes that a technology-specific regulatory approach is essential to maintaining oversight, enhancing security, and supporting the sustainable growth of virtual banking in an increasingly digitalized financial landscape.
Presentation 4: THE FUTURE OF REAL ESTATE INSOLVENCY IN INDIA: TOWARDS A SECTOR-SPECIFIC RESOLUTION FRAMEWORK.
This presentation explored the inefficiencies of India’s current insolvency framework under the IBC, 2016, in addressing the real estate sector’s unique financial challenges. Despite its significant contribution to the economy, with projections of reaching INR 83 lakh crores by 2030, the sector is burdened by systemic insolvencies, as over 54% of cases remain unresolved. The paper highlights key issues, such as fund mismanagement, contractual disputes, and the multi-project nature of real estate, which exacerbate financial distress. Drawing on international best practices, particularly the Australian insolvency model, the presenter(s) advocated for a sector-specific resolution framework. Key proposals include Project Bank Accounts (PBAs), retention trust accounts, and swift adjudication processes to mitigate payment disputes and curb fund diversion. The integration of these mechanisms with RERA could enhance financial accountability and project completion timelines. The paper concludes by urging the adoption of these reforms to stabilize the real estate sector and strengthen its economic potential.
Presentation 5: BLINK AND YOU’LL MISS IT: THE FAST LANE OF HIGH-FREQUENCY TRADING AND LEGAL BUMPS IN INDIA
The presentation explored the pressing need for a sector-specific insolvency framework for India’s real estate industry, given its projected market growth and contribution to GDP. Despite the industry’s economic importance, systemic financial challenges persist, with over 1,400 firms entering insolvency under the IBC (2016) by June 2024. More than 54% of these cases remain unresolved, highlighting inefficiencies in the current system. The presenter(s) critically analysed the unique insolvency risks in real estate, such as fund mismanagement and contractual disputes, and explores international best practices, particularly from Australia. It advocates for adopting Project Bank Accounts (PBAs) and retention trust accounts to safeguard contractors and ensure timely project completion. The integration of these mechanisms into RERA is proposed to enhance financial accountability. The presenter(s) concludes by calling for a tailored insolvency framework to ensure the sector’s financial stability and continued contribution to India’s economy.
BENCH II: Presentation 1: FRONT RUNNING IN MUTUAL FUNDS: ‘AN EXAMINATION OF LEGAL ADEQUACY AND THE RIPPLE EFFECT OF INVESTIGATIONS INTO FRONT-RUNNING WITHIN ASSET MANAGEMENT COMPANIES’
In their presentation, the presenter discussed the role of Asset Management Companies (AMCs) in driving economic growth through their management of mutual funds, serving as intermediaries between investors and the market. The presenter highlighted the regulatory framework provided by the Securities and Exchange Board of India (SEBI) under the Mutual Funds Regulations, 2003, which governs AMCs’ conduct. However, issues arise when AMCs engage in practices like “front-running,” where fund managers manipulate the market for personal gain. The presenter argued that while SEBI regulations address fraudulent activities, there is a legal gap in addressing front-running specifically, leading to ambiguous penalties. The article examines the inefficiency of the current legal framework in dealing with front-running and its impact on AMCs, particularly regarding the non-statutory penalties they face before a formal determination of guilt. The presenter suggest that AMCs should reduce their control over internal monitoring by outsourcing surveillance to third-party agencies to avoid manipulation. They also propose raising the standard of evidence for proving front-running cases, as the current threshold risks linking innocent managers to offenses. Technology, particularly AI, could enhance monitoring, but it should be regulated and supervised. A robust whistleblower mechanism, with rewards tied to the amount recovered from offenders and ensuring anonymity, should also be implemented.
Presentation 2: EFFICIENCY OF OPPRESSION AND MISMANAGEMENT LAWS IN COMBATING MONEY LAUNDERING, & A COMPARATIVE STUDY WITH SINGAPORE’S LAW
This presentation addresses the intricate issues and challenges in the framework of the Oppression and Mismanagement laws within the Companies Act of 2013. Despite the Act’s intended purpose of ensuring transparency and deterring fraud, recent trends suggest a concerning misuse of its ‘Oppression and Mismanagement’ provisions. The vaguely defined clauses and limited powers of minority shareholders within this framework provide significant opportunities for key managerial personnel to evade responsibilities, creating a loophole that concentrates power within a select few. This concentration of power erodes transparency and primarily facilitates fraudulent activities, with money laundering at its core. The presentation explores the root causes of this misuse. The presenter provided an in-depth examination of the Satyam Scandal in India serves as a prominent case study, highlighting how the vague nature and wording of the ‘Oppression and Mismanagement’ laws, along with limited power provided to minority shareholders, allowed top managerial personnel to sidestep shareholder concerns and opinions, leading to a catastrophic financial crisis and significant allegations of money laundering. The presentation also identifies key problems witnesses face in their interactions with the police, prosecution, and court officials within the corporate context. It culminates in a comparative analysis between the legal structures of India and Singapore, with Singapore’s legal framework standing out for its potential to effectively address similar concerns, thanks to its clear statutory language.
Presentation 3: THE REGULATOR STRIKES BACK! ANALYZING THE REIGN OF NFRA AS AN ‘INDEPENDENT’ AUDIT REGULATOR.
The presenter initiated the discussion by analyzing the intent and practical effects of the establishment of the National Financial Reporting Authority (NFRA). The creation of NFRA, aimed at curbing financial scams that occurred during the reign of the Institute of Chartered Accountants of India (ICAI), has had mixed results. The presenter emphasized that NFRA was formed in response to major financial frauds that went unchecked under ICAI’s supervision. However, the presenter questioned whether the formation of another institution has truly addressed the problem, as financial scams have not seen a significant reduction. The presenter pointed out that NFRA has focused on penalizing audit firms for their interpretations of management standards, which has caused friction between auditors and the regulator. An example highlighted was the Deloitte Haskins case, where no clear reference to ethical violations was made in the report, raising concerns about NFRA’s approach. It was stressed that the solution is not to abolish NFRA, as independent audit regulation is standard practice globally. However, NFRA’s operations currently lack clear ethical guidelines, which is crucial to ensure fair regulation and the protection of accounting professionals.The presenter suggested that better cooperation between NFRA and ICAI would be beneficial in ensuring the protection of economic stability.
Presentation 4: AI IN SECURITIES FRAUD DETECTION: UNVEILING THE POWER AND LEGAL CHALLENGES IN FINANCIAL MARKETS.
The presenter began by exploring the role of artificial intelligence (AI) in securities law enforcement, focusing specifically on its application in detecting securities fraud and market manipulation. With the increasing automation and integration of financial markets, the use of AI tools by both authorities and financial institutions has grown significantly to monitor trading activities and identify potential fraudulent behavior. The application of AI in securities law enforcement, however, comes with a range of legal challenges. One key issue is the explainability of AI techniques, where understanding how AI models arrive at their conclusions can be complex and opaque. Another important challenge discussed was responsibility for the outcomes generated by AI systems. This raises questions about accountability when errors or biases occur in decision-making. Additionally, the presenter highlighted pre-existing biases in AI models that could potentially harm participants in the financial market. These biases can skew results, leading to unfair or discriminatory outcomes. The presenter called for reforms in current financial policies and regulations to better address the unique challenges posed by AI-driven fraud detection systems. The presenter recommended for Establishing benchmarks for AI usage in financial markets to ensure fairness, transparency, and accountability, Conducting empirical studies to evaluate how AI impacts market integrity in the medium and long term, Enhancing legislation to address modern requirements for AI-based securities fraud detection, focusing on non-discriminatory practices and the protection of market stability.By implementing these strategies, the presenter argued, AI can significantly improve market performance without compromising fairness or security.
Presentation 5: REVERSE MERGER: CATALYST FOR CORPORATE TRANSFORMATION OR HIDDEN PITFALL FOR INVESTORS?
The presenter introduced the concept of reverse mergers, describing them as an alternative route for private companies to access public markets without undergoing the rigorous scrutiny of an Initial Public Offering (IPO). The discussion centered around the rise of reverse mergers in India, particularly following the wave of economic liberalization in the late 1990s, which set the stage for many successful mergers. The presenter highlighted several strategic benefits, Compared to traditional IPOs, reverse mergers provide a quicker pathway for companies to go public. By avoiding the lengthy IPO process, companies can reduce costs and regulatory scrutiny. The presenter then shifted focus to the potential risks associated with reverse mergers, especially for investors. Since reverse mergers do not undergo the same level of scrutiny as IPOs, investors may face risks such as undisclosed liabilities or inflated valuations. Acquiring companies through reverse mergers may encounter difficulties in managing governance, which can negatively affect performance. The presenter discussed various case studies that illustrated both the successes and failures of reverse mergers in India. These examples provided a nuanced perspective on the effectiveness of reverse mergers as a corporate growth strategy. The presenter wrapped up by reiterating the real potential that reverse mergers hold for business transformation, but also cautioned about the hidden risks involved. The session closed with a call for regulators, businesses, and investors to work together in creating a more robust and transparent environment for reverse mergers, ensuring both corporate growth and investor safety.
Bench III:
PRESENTATION 1: THE RBI’S DRAFT MASTER DIRECTIONS ON ETPS: ADVANCEMENTS AND MISSED OPPORTUNITIES
The author presented a thorough evaluation of the RBI’s 2024 Draft Master Directions on Electronic Trading Platforms, drawing effective comparisons with the 2018 regulations. They focused on key issues, such as the regulation of offshore ETPs, cryptocurrency trading, and data management practices, bringing out important insights into the RBI’s approach. The author introduced the regulatory oversight of offshore ETPs and highlighted the cautious stance of the RBI on cryptocurrencies, emphasizing the ambiguity surrounding their regulation in this context.
The presentation also pointed out the omission of specific provisions related to data localization in the Draft Directions, identifying this as an opportunity to enhance data security and regulatory control. The author advocated for a flexible data localization framework, encouraging cloud solutions to support India’s digital sovereignty. Additionally, the suggestion to expand ETPs to include OTC derivatives trading was introduced as a means to improve market transparency and efficiency. In conclusion, the author summarized the areas requiring further development, particularly around cryptocurrency regulation, data localization, and transparency in OTC markets, outlining a pathway toward a more secure and robust financial ecosystem for India.
PRESENTATION 2: A CRITICAL ANALYSIS OF SEBI’S CRACKDOWN ON ‘GAMIFICATION’ OF STOCK TRADING: A CONSERVATIVE MOVE?
The presenter introduced the growing trend of fantasy stock gaming platforms in India, which have raised regulatory concerns for the Securities and Exchange Board of India (SEBI). While these platforms offer a risk-free way for users to simulate trading and test market strategies, they also pose risks of creating unregulated markets and promoting unrealistic trading behaviors. The presenter focused on SEBI’s circular issued on May 24, 2024, which prohibits the sharing of real-time stock data with these platforms, critically examining its implications. SEBI’s primary concerns revolve around the potential for these platforms to create unregulated markets and promote risky behaviors among investors. The platforms, by using real-time data, blur the line between virtual and real trading, raising issues of investor protection. While these measures are seen as a positive step toward investor protection, they have also raised concerns about hindering investor education and creating regulatory ambiguities in how these platforms should operate. The presenter raised several potential drawbacks to SEBI’s approach: Fantasy stock gaming platforms allow users to learn about stock trading without financial risk. Banning these platforms may reduce opportunities for new investors to practice trading strategies in a safe environment. The circular creates ambiguities regarding how these platforms will be regulated going forward, leaving questions about whether SEBI intends to ban them entirely or allow them under stricter conditions. The presenter emphasized the need for SEBI to shift its focus from banning these platforms to regulating them. Instead of stifling their operations, SEBI should work toward creating anuanced regulatory framework that encourages responsible and ethical gaming practices.
PRESENTATION 3: FROM SPECULATION TO STABILITY: SAILING THROUGH SEBI’S REGULATORY INDEX DERIVATIVES FRAMEWORK PROPOSAL
The presenter initiated the discussion by addressing the significant growth in trading volume and turnover in the derivatives market over the last decade. Despite the inherent risks associated with these financial products, including excessive leverage, the global and Indian markets have seen an influx of index derivatives contracts. This growth, while lucrative, has introduced challenges, particularly for retail investors engaged in speculative trading, which can lead to unintended credit risk exposure. The last decade has seen an exponential rise in trading volumes in the derivatives market, primarily driven by speculative trading activities.In India, retail investors have increasingly turned to derivatives, which, while attractive, expose them to credit risks due to their leveraged nature.The article analyzes seven key proposals outlined in SEBI’s Consultation Paper, scrutinizing their potential effectiveness in addressing existing issues within the securities regime.The presenter offered a critical assessment of these proposals, identifying potential shortcomings and compliance hurdles that may arise during implementation.The presenter wrapped up the discussion by reiterating the importance of regulatory reforms in the derivatives market to protect investors and promote market stability
PRESENTATION 4: THE ROLE OF RBI’S ETP REGULATIONS IN LEGALISING FOREX TRADING AND PROTECTING INVESTORS IN INDIA.
The presenter commenced by examining the evolving landscape of India’s foreign exchange (forex) market, emphasizing the Reserve Bank of India’s (RBI) crucial role in regulating Electronic Trading Platforms (ETPs). The discussion highlighted the challenges faced in legalizing and effectively regulating the forex market, especially concerning the protection of retail investors from scams and fraud. The proliferation of illegal forex trading apps poses a serious threat, often violating both the Information Technology Act, 2000, and the Foreign Exchange Management Act (FEMA).The RBI needs to adopt a proactive approach in identifying and shutting down these illegal platforms.The presenter suggested that the RBI should launch educational initiatives to empower investors with knowledge.Collaboration with technology firms and law enforcement to combat illegal trading activities was also recommended.Exploring regulatory sandboxes to foster innovation within legal boundaries could also enhance the regulatory landscape.The presenter concluded that the RBI’s efforts to legalize and regulate the forex market represent a significant step toward financial modernization and global integration. However, substantial challenges remain in fully realizing this vision. The session ended with a call to action for the RBI and other stakeholders to commit to a multifaceted approach to address the challenges within the forex market. The presenter encouraged continued dialogue on the path forward for regulatory advancements and investor education initiatives.
VALEDICTORY CEREMONY
Timing: 4:30 pm
Then came the most awaited event of the summit, the valedictory ceremony. All participants eagerly awaited the declaration of results with anticipation. Following is the list of awards that all the ten participants competed for:
- Winners: Cash prize of INR 25,000; internship opportunities with IndusLaw and SCC-Online; along with certificates of merit.
- First runners-up: Cash prize of INR 15,000; an internship with IndusLaw; along with certificates of merit.
- Second runners-up: Cash prize of INR 10,000 along with certificates of merit.
- The top six entries got an opportunity to be published in the upcoming volume of the Journal (Vol. VII, Issue 2).
- The top 15 entries were to receive a certificate of merit from the organizers.
The host speaker then addressed the assembly and expressed gratitude for the contributions of every participant, the faculty as well as the staff and members of the support staff. Then came the much-awaited declaration of results. They were announced as follows:
- Winner:KARTAVYA RAJPUT
- First runner-up: YASH SHARAN AND S.K. SUBHIKSHA
- Second runner-up: ANDREA AND ZAREEN
- Fourth place: PRABHAV TRIPATHI AND KSHITIJ SRIVASTAVA
- Fifth place: DR. SAU WAI LAW
- Sixth place: GURASIS SINGH GROVER AND ARYAN GUPTA
The Editors in Chiefs, Mr. Sharad Panwar and Mr. BhuvneshKumar gave the closing address to the gathering, while commending the extension of the Journal’s mandate to beyond the four walls of NLU, Jodhpur. Moreover, they thanked everybody for their tireless efforts, for making this event a massive success. The summit then concluded with the participants greeting and interacting with the esteemed panelists and judges.
With this, the 2nd NLUJ-Indus Law Corporate Law Review Summit 2024,came to an end, but not the spirits of the participants, the organizing committee as well as the audience. Everybody experienced an intellectual academic summit that they would cherish for years to come.