[Radhika Parthasarathy is a 4th Year B.A. LL.B. (Business Law Honours) Student at National Law University, Jodhpur] Introduction The Committee to Review Offences under the Companies Act, 2013, was set up by the Ministry of Company Affairs in July 2018 to recommend the recategorization of acts that have been, for so long, cognizable offences under the Companies Act, 2013 [the “Act”]. The Report of...
SEBI appointed administrator to recover monies for investors: Boon or bane to the Insolvency and Bankruptcy Code, 2016?
[Bhavin Gada is a Partner at Economic Laws Practice, Advocates and Solicitors (“ELP”), and Manendra Singh is a Senior Associate at ELP. The views and opinions expressed are those of the authors and do not reflect the view of their firm nor do they constitute any legal opinion/ On October 3, 2018 the Securities and Exchange Board of India (“SEBI”) notified the SEBI (Appointment of Administrator...
Forum for Adjudicating Disputes Regarding Allotment of Shares
The issue of whether a civil court or the National Company Law Tribunal (NCLT) has jurisdiction over disputes regarding allotment of shares in a company came up for consideration before the Delhi High Court in SAS Hospitality Pvt Ltd v Surya Constructions Pvt Ltd. In its order dated 16 October 2018, the Court found that the NCLT has exclusive jurisdiction over such a dispute. The plaintiff, SAS...
Representations & Warranties Insurance in Mergers & Acquisitions
[Ajay Krishna is a 4th-year B.A. LL.B. (Hons.) Student at The National University of Advanced Legal Studies, Kochi] Mergers and acquisitions (M&A) transactions have been steadily growing in India and some of the most highly negotiated provisions in these transactions are those of indemnities in case of breach of representations and warranties. Globally there has been a rapid growth in the use...
Resolving IL&FS: Desperate Times Call for Desperate Measures
[Manaswi Agarwal and Aayush Mitruka graduated from ILS Law College, Pune and are currently working with law firms in Mumbai and Delhi respectively. They can be reached at [email protected] and [email protected]] In a previous post we had analysed the efficacy of the Insolvency and Bankruptcy Code, 2016 (IBC) as compared with the scheme of arrangements mechanism under the...
Corporate Insolvency: Boundaries of Operational Debt: Part 2
[Job Michael Mathew is a V year student at NALSAR University of Law, Hyderabad Part 1 in the series is available here] Following from the issues set out in Part 1, I now discuss the meaning of ‘goods/services’ as used in section 5(21). While the meaning of ‘goods’ is clear and settled on account of definition in Sale of Goods Act, the meaning of ‘service’ does not enjoy the same certainty. The...
Corporate Insolvency: Boundaries of Operational Debt: Part 1
[Job Michael Mathew is V year student at NALSAR University of Law, Hyderabad] The Insolvency and Bankruptcy Code 2016 defines an “operational debt” in section 5(21) as “aclaim in respect of the provision of goods or services including employment or a debt in respect of the payment of dues arising under any law for the time being in force and payable to the Central Government, any State Government...
The “Masala” in Rupee Denominated Bonds
[Anirudh Singh is a 4th year B.A LL.B (Hons.) student at NALSAR University, Hyderabad] Background Rupee Denominated Bonds (RDBs),more commonly known as “Masala Bonds”, are debt securities denominated in Indian rupees issued by Indian entities to overseas investors but settled in foreign currency. In other words, they are rupee denominated bonds issued to overseas buyers. Though these bonds are...
Review of Indian Competition Law – Pointers
The Government of India has appointed a committee to review the Competition Act, 2002 to review the law and come up with recommendations to strengthen and re-calibrate the law. The Committee is expected to finish its work within three months of its first meeting. I wrote a column in the Business Standard earlier this week pointing out a few areas of low-hanging fruit that need attention. ...
The IL&FS Crisis: Lessons in Governance
The situation involving the Infrastructure Leasing and Financial Services Limited (IL&FS) has raised a number of questions revolving around corporate governance. Are governance failures to blame for the predicament in which the company finds itself? A lot has been said about the role of independent directors, nominee directors, auditors and credit rating agencies. However, one aspect that is...
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