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Companies Act: How Will Life Change?

Written By Unknown on Minggu, 20 April 2014 | 23.55

Published on Sat, Apr 19,2014 | 18:29, Updated at Sat, Apr 19 at 18:58Source : Moneycontrol.com |   Watch Video :

Hello & Welcome to this brand new series – Companies, Act! Over the next many weeks we will analyze the impact of the new company law on incorporation, capital raising, governance, board management, accounting and audit, M&A, litigation and bankruptcy. On this first episode we start by giving you the big picture view on how life has changed for companies, their management, their boards, auditors and their shareholders. And to that I have with Bharat Vasani, Cyril Shroff, Jamil Khatri & D M Muthukumaran.


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Manish Vij recommends an app to help analyse data

On Web Check this week, we have Smile Vun Group's CEO & Founder, Manish Vij, and he is recommending an app that he says will help you analyse data.

On Web Check this week, we have Smile Vun Group's CEO & Founder, Manish Vij, and he is recommending an app that he says will help you analyse data.


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CCI Order: Third Party Appeals?

Published on Sat, Apr 19,2014 | 18:15, Updated at Sat, Apr 19 at 18:15Source : CNBC-TV18 |   Watch Video :

When can a third party appeal against CCI's decision? The Jet-Etihad merger became the test case for this question when former Air India Executive Director Jitendra Bhargava appealed against CCI's approval order. Last week, the Competition Appellate Tribunal dismissed Bhargava's appeal saying he is not an aggrieved party. Has the COMPAT taken a narrow view of the situation? Payaswini Upadhyay puts that question to experts.

Europe's competition regime allows for third parties such as competitors, customers and suppliers to comment on a merger transaction. In fact, the Commission is mandated to invite third parties to submit their comments. Individual or groups affected by the transaction can also appeal a regulatory approval in court. This liberal regime has facilitated successful third party interventions in the UK- one such was Ryanair's attempt to acquire Aer Lingus

Paku Khan

Partner, Khaitan & Co.

Former Case Officer, Irish Competition Authority

"Even before the notification was formally filed, the European Commission required Ryanair to provide contact information for key customers, competitors and suppliers at every affected airport. The moment the notification was filed the European Commission sent out an information request to all of those interested parties and gave them a short time period to provide their responses. And the reason for that was the European Commission wanted to have as much information as possible. They asked the interested parties what do you think about the transaction which then helped them decide what they would do next- whether they would do a more exhaustive investigation which is what they did in this case or whether they would clear it which is what they didn't do in this case."

In the United States, though the merger control guidelines do not codify the process for third party interventions, the regulators call for information as a best practice. In addition, the United States competition law- Clayton Act- permits private parties who have suffered injury as a result of any antitrust violation, or are threatened with injury, to seek equitable relief from the courts, including, injunctive relief.

Ian Conner

Partner, Kirkland & Ellis

"Typically, they do need standing or evidence that they will be aggrieved by the merger but by and large the mergers that are going to be challenged in the US by private citizens- they would typically be able to meet the standing requirement which is not that high for a merger. Here there argument would be that if prices go up on an airline ticket and they buy those airline tickets, they would be injured and since mergers are looking forward, they just need to show that there is a probability that they will be injured and not that they have been injured by the merger."

In India, the law allows for third party representation before the CCI only if the regulator initiates a phase 2 i.e. a detailed investigation against a merger. If, however, the CCI takes a prima facie view that a merger will not have an appreciable adverse effect on competition and clears it in Phase 1, third parties get no opportunity to represent their case of their own volition. The Act however provides for an appeal.

It says any person, aggrieved by any direction, decision or order of the CCI may prefer an appeal to the Appellate Tribunal. CCI's merger approval of the Jet-Etihad deal became a test case to determine who would qualify as an aggrieved person. A former Air India official approached the Competition Appellate Tribunal alleging that the merger will eliminate competition in the international air passengers market and adversely impact Air India's operations and consumers. Last week, the Tribunal dismissed Bhargava's appeal saying that he does not pass the test of an aggrieved person and the fear of increase in fares is pre mature.

Amitabh Kumar

Partner, JSA

"The way it works today is that third parties come to know of a merger only once its approved and the order has been uploaded on the website of the CCI. And in any place in the world where you don't have chance to go upfront and object to a proposed merger, post merger it becomes more difficult because courts will not like to upset something which has been done. Getting out of the merger process is a very costly thing for the corporations. So courts would normally like to put a very high standard. So it seems there is a gap in the law as it has been framed that while the law wants third parties to object if they are going to be affected but at the same time, they won't get a fair chance to object unless the matter goes to a Phase 2 investigation."

Gopal Subramanium

Senior Counsel Former Solicitor General

"The expression 'person aggrieved' has been interpreted by the Supreme Court in so many decisions. But when you look at the right of appeal under a statute, then you have to interpret the words strictly because the Tribunal is a creature of the statute whereas a court is quite different. In a court, the jurisdiction is different- a High Court has wide plenary jurisdiction. It can entertain any person, it can allow any person to implead himself, it can allow any person to intervene. Now all this is not available in respect of a Tribunal. If it were to decide that I will allow an appeal at the instance of a person when it is only Phase 1- where the public has not interposed because Phase 2 has not come- in that case the order of the Tribunal itself will be open to serious challenge and it would delay the process of genuine approvals."

That's once concern that all the experts in this story voiced to me i.e. if the expression aggrieved person is interpreted widely, it would be open to widespread abuse. At the same time, they also believed that if this appeal had been filed by a group- for instance Air Passengers Association- it would have probably passed the test of aggrieved person.

In Mumbai, Payaswini Upadhyay


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How can Indian economy get back on track?

India Back On Track – An agenda for reform is the first show in a three part series that Network 18's Think India Foundation is producing in partnership with the Washington, DC based Carnegie Endowment for International Peace, one of the world's finest and most influential think tanks.

India Back on Track is based on a book that will shortly be published by the Carnegie Endowment, which has essays written by leading Indian thinkers. Network18's Raghav Bahl caught up with its co-editors Ashley J. Tellis, senior associate at the Carnegie Endowment of International Peace, Bibek Debroy, eminent economist and professor at the Centre for Policy Research and Dheeraj Nayyar, CEO of the Think India Foundation to discuss in the book.

The key themes discussed: 1) Greater faith in free markets, 2) The need to decentralize authority to the states and 3) Then emphasis on policy implementation rather than grand ideas.

Below is a verbatim transcript of the interview

Bahl: I have been watching the Indian reform programme from the early 1900s very closely and one of the things that strikes me is the diminishing faith in free markets over the 20 years. The first 10 years we seem to put much more faith and then we lost it. Is that something that comes through in your book as well?

Tellis: It certainly comes through in the sense that most of the suggestions in many of the issue areas clearly emphasize that you run away from markets only at great cost to your success. So, there comes a point where you cannot approach markets defensively. Part of the reason for the trend that you indentified was that the Indian willingness to consider markets in 1991 was not because of a philosophical transformation but as a response to crisis and so India did what was necessary to circumvent the crisis of the moment and when things got better, it was easy to go back to the bad old ways.

Raghav: The familiar faith or the suspicion that you have of the market.

Tellis: That's correct. So, now the question is when India has to make some hard choices about sustaining growth over the long-term, what is the best social institution we know to make that happen? The book makes the case quite compellingly that there is a role for the state and a very important role for the state. But, it cannot be to the neglect of markets, whenever and wherever necessary.

Raghav: So, specifically where would you emphasize the need to reignite the role of the markets?

Tellis: One would have to do that in almost every issue area that the book looks at. But, a very good example would be with respect to energy. There is a very compelling case to be made, that India is a very wasteful user of incredible scarce resource. Its foreign policy is driven by search for secure energy sources, a great deal of effort is made in national economy to economize on the use of energy and yet, the single best thing India could do which is to liberalize the markets for the consumption of energy, is something that India is very hesitant about or does it very falteringly.

Raghav: And stop-start. Went in the early 2000s, we went ahead and then we pulled back and now we are doing 50 paisa sort of month or 5 weeks for diesel. Among the other areas where free markets would need to get a quick play. What would you identify would be the first few priorities of the next government?

Debroy: I will like to make three very quick points.

Firstly, there has been a problem with regulation in India or its lack or its inadequacy. And because there has been that problem, there has been distrust of markets and therefore one is confused regulation with control. Consequently in the last few years we have seen control masquerading as regulation.

Second quick point I would like to make is this book is primarily targeted at a government in Delhi. There are only X number of things that the government in Delhi can do and there are several things that are in the domain of the states. But, to quickly give you an example of something that illustrates this difference between regulation and control and dependence on markets is technology.

By technology I mean something like BT technology.

BT technology, subject to whatever regulatory standards you have, the market would require that decision to be left to the farmers. So, why is the government in Delhi trying to preempt that choice and preventing that choice by farmers?

Raghav: That's an interesting example you raise because there seems to be now almost every mainstream party. And I was reading just now that even the BJP seems to believe that genetically modified crop technology is something that they would be suspicious of. So, this is going to be a very uphill battle for you to get people to be convinced about this particular example.

Debroy: But, there are examples across the spectrum, I would pick higher education also as a very good example of that, not school education because that again is partly the domain of the states but higher education is a very good example where we are again mixing up regulation with control.


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Satbir Singh recommends who you must follow on Twitter

On Must Follow, we have Havas Worldwide India's Satbir Singh, who's recommending whom you should follow on Twitter.

On Must Follow, we have Havas Worldwide India's Satbir Singh, who's recommending whom you should follow on Twitter.


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Checkout top news from Indian ad world

Some big news from Indian ad land. After a 17 year stint with Leo Burnett, Chief Creative Officer KV Sridhar or Pops will exit the agency to pursue other interests. A statement released by the agency says Pops will take a break to reinvent, rediscover and rededicate himself. Next week, Leo Burnett CEO Saurabh Varma will be talking to Storyboard about KV Sridhar's exit and related developments.


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Fevicol's take on the elections

Weare two weeks in to the General Elections, and brands have quietly begun tailoring campaigns to reflect the heightened interest. The latest is adhesive brand Fevicol, which kicked off a new campaign this week.

We're two weeks in to the General Elections, and brands have quietly begun tailoring campaigns to reflect the heightened interest. The latest is adhesive brand Fevicol, which kicked off a new campaign this week. Well done Ogilvy, finally, here's an ad about the elections that isn't preachy, does not tell you to go vote, does not tell you who to vote for, is tongue-in-cheek and supremely clever.


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MTV India decodes the Millenials

According to MTV India's latest Youth Trends Study, India's millennials are re-inventing themselves. Storyboard's Animesh Das reports that youth speak a language that every marketer is keen to understand and interpret.

Marketing to the youth will always be in fashion, especially since more than 54 percent of India's population is under 24 years of age. But according to MTV India's latest Youth Trends Study, India's millennials are re-inventing themselves. Confident, curious, hardworking, and always connected, Storyboard's Animesh Das reports that youth speak a language that every marketer is keen to understand and interpret.


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Reebok India's comeback strategy

Recovering from the Rs 870 crore scam that hit the sports goods maker Reebok in 2012, it has restructured its business and repositioned the brand. This week, the sportswear brand kicked off a marketing campaign that debuts its new logo, as well as two new brand ambassadors in John Abraham and Nargis Fakhri.

It's been a year of change for Reebok in India. Recovering from the Rs 870 crore scam that hit the sports goods maker in 2012, Reebok has restructured its business and repositioned the brand. This week, the sportswear brand kicked off a marketing campaign that debuts its new logo, as well as two new brand ambassadors in John Abraham and Nargis Fakhri. Here's the MD of Reebok India, Eric Haskell on the company's growth strategy and new positioning.


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India Inc. 'CAG'ed! Telecom Who Else?

Show Timings:

Friday: 10.30 pm, Saturday: 11.30 am

Sunday: 9:30am & 11.00pm

Published on Sat, Apr 19,2014 | 18:15, Updated at Sat, Apr 19 at 18:19Source : CNBC-TV18 |   Watch Video :

This week the Supreme Court said that it is the duty of the Comptroller & Auditor General of India to audit all transactions of the Union & State as also to audit all receipts payable to the Consolidated Fund of India. And hence the apex court ruled that CAG's examination of the accounts of private telecom service providers in a revenue sharing contract is extremely important to ascertain whether there is an unlawful gain to the service provider and an unlawful to loss to the Union. Is it just telecom companies that can now be audited by CAG or does the application of this judgment extend to all situations where the government has a revenue share? To discuss the scope & enforcement of this order, CNBC-TV18's Menaka Doshi speaks to Rajeev Uberoi, Group General Counsel & Group Head - Legal & Compliance, IDFC and Vikram Nankani of ELP.

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