[Guest post by Yogesh Chande, Partner, Shardul Amarchand Mangaldas. View of the author are personal] SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) The newly inserted provision in regulation 10 of the Takeover Regulations, notified on 14 August 2017, exempts an acquisition pursuant to a resolution plan approved under section 31 of...
Supreme Court Settlement Orders in Insolvency Cases: Opening of Pandora’s Box?
[Guest post by Anupam Choudhary, who is an Associate at Agram Legal Consultants, a law firm based in Mumbai. The views and opinions expressed are those of the author and do not reflect the view of his firm nor do they constitute legal opinion.] The Supreme Court has recently, in two orders, allowed settlement to be recorded between the parties even when the insolvency application had already been...
An Analysis of the First Insolvency Resolution Scheme Under the Insolvency and Bankruptcy Code
[Guest post by Enakshi Jha, who is a graduate from NALSAR University of Law and is currently working at a corporate law firm in Mumbai] Factual Matrix In the present case, Synergies-Dooray Automotive Limited (“SDAL”) was the corporate debtor. Ms. Mamta Binani was appointed as the Resolution Professional and is the applicant in the present dispute and had filed an application against all the...
A Guide for Filing Form C by Flat Buyers in the Jaypee Infratech Insolvency Matter
[Guest post by Abhishek Dubey, a corporate lawyer based out of Delhi NCR. This document is merely a guidance for fellow flat buyers of Jaypee Wishtown and not legal advice. Flat buyers may consult their own legal counsel before taking any action. Views are personal. Some of the background to the legal issues arising in this post are available here.] Thousands of flat buyers stuck in the Jaypee...
Amendment Creates a Third Class of Creditor Under the Insolvency and Bankruptcy Code, 2016
[Guest post by Aayush Mitruka, a lawyer based in Delhi] The Insolvency and Bankruptcy Board of India (“IBBI”) on 16 August, 2017 amended the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, and the Insolvency and Bankruptcy Board of India (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017 and...
Winding-up under Section 271(a) of the Companies Act and its Impact on the Insolvency and Bankruptcy Code
[Guest post by Anirudh Gotety, who is a 4th year student pursuing B.B.A., LL.B. (Business Law Honours) at National Law University, Jodhpur] Before the introduction of the Insolvency and Bankruptcy Code, 2016 (the ‘Code’), the winding up of a company took place solely under the Companies Act, 1956 (the ‘1956 Act’). The 1956 Act allowed companies to be wound up voluntarily (Chapter III of Part...
Proprietary Remedies in Indian Law
We had earlier considered the question of whether there exist proprietary remedies for breaches of directors’ duties. The question of whether a remedy is proprietary or personal makes a difference most importantly in the context of insolvency. If a remedy against the fiduciary is merely personal, the beneficiary will only be able to claim along with other unsecured creditors. If the remedy is...
Object Clause under the Companies (Amendment) Bill: A Flip-Flop
[Guest post by Naman Kamdar, a 5th year BA LLB student at National Law University Odisha] The Companies (Amendment) Bill, 2017 was introduced in Parliament to usher in more changes to the recently amended Companies Act, 2013 (the “Act of 2013”). The Bill seeks to make substantial changes in the pattern of trade and commerce in the country by liberalizing the procedures and requirements for...
Additional Concerns Raised by TRF v. Energo
[Guest post by Agnish Aditya, who is a 4th Year B.B.A LL.B student at NLU Odisha] The Supreme Court ruling in TRF v Energo Engineering Projects (“Energo”) has been covered in this blog twice (here and here). Mr. Naniwadekar’s post gave an overview of the judgment and Amitav’s post raised pertinent concerns regarding the Court’s jurisdiction under Section 11 of the Arbitration and Conciliation...
McDonald’s Case: NCLT Decision on Oppression
[Guest post by Enakshi Jha, who is a graduate from NALSAR University of Law and is currently working at a corporate law firm in Mumbai] McDonalds India has recently been in the news for shutting down 43 of its 55 Delhi outlets. The bone of contention leading to this event is the ongoing dispute between Mr. Vikram Bakshi and McDonalds India Private Limited (“MIPL”). This case has clarified that...
SAT Rejects Appeals in the United Spirits Case
We had earlier this year discussed SEBI’s ad-interim ex parte order in the United Spirits Limited (USL) case by which several persons (including Mr. Vijay Mallya) were prohibited from buying, selling or otherwise dealing in any securities, with some of them being restrained from holding positions as directors or key managerial personnel of any listed company. Against this, some of the persons...
Analysis of the Material Adverse Change Clause in the Indian Context
[Guest post by Tushit Mishra, who is a Third Year Student at NALSAR University of Law] Introduction The economic viability of an agreement in securities transactions is subject to a wide range of factors, due to which agreements concerning mergers and acquisitions (M&A) are constantly under a cloud of uncertainty. The past realization of such uncertainty with regards to risk mitigation and...
Takeover Disclosures: Single Penalty for Violation of Single Obligation
[The following post is contributed by Supreme Waskar, who is a corporate lawyer in Mumbai] The Securities and Exchange Board of India (“SEBI”) has, by way of its order passed on July 28, 2017 (“Recent Order”), reversed its earlier view and held that the disclosure obligation under regulation 8(2) of the erstwhile takeover norms, i.e., Securities and Exchange Board of India (Substantial...
Call for Submissions: NLUJ Law Review
[The following is an announcement from National Law University, Jodhpur] About the Review The NLUJ Law Review is the flagship journal of National Law University, Jodhpur, established with the objective of promoting academic research and fostering debate on contemporary legal issues in India. It is a bi-annual, double-blind student reviewed and edited journal focusing on an inter-disciplinary...
SAT Order on “Shell” Companies
The issue of “shell” companies has captured the attention of the regulators over the last couple of years. There is a pervading sense of regulatory fear that, left unchecked, shell companies may be utilized for various illegal purposes, including money laundering. The Government has been taking steps at various levels to deal with what it visualizes as a menace of shell companies. One instance...
Arbitrability of Oppression and Mismanagement in India
[Guest post by Aishwarya Singh, 5th year student at Jindal Global Law School] Background Sections 241 and 242 of the Companies Act, 2013 (“CA, 2013”) provide the National Company Law Tribunal (“NCLT”) the present day authority to deal with the petitions pertaining to oppression and mismanagement. Under the previous Companies Act, 1956 (“CA, 1956”), this power was exercised by the Company Law...
Report on Regulation of Credit Rating Agencies in India
[Guest post by Shreya Prakash, who is a Research Fellow in the Corporate Law & Financial Regulation vertical at the Vidhi Centre for Legal Policy] Credit ratings are an opinion of a recognised entity on the relative creditworthiness of a debt instrument. Entities that form these opinions, i.e., credit rating agencies (‘CRAs’), are essential gatekeepers of the financial system. In fact...
Some Open Questions under the IBC: Debt Restructuring Schemes and Prepacks
[The following is a guest post contributed by Aparna Ravi, who is Counsel at Samvad Partners. The views expressed here are personal and comments are welcome.] In the high-profile insolvency case of Essar Steels Ltd., that was admitted by the Ahmedabad Bench of the National Company Law Tribunal (“NCLT”) last week, two objections raised by Essar against admission of the insolvency application were...
‘Antecedent’ Provisions in the Insolvency and Bankruptcy Code, 2016: An Improvement on its UK Counterpart?
[The following post is contributed by Deep Shah, 3rd Year and Rahul Sibal, 4th Year , students of NALSAR, Hyderabad. They can be contacted at [email protected] and [email protected]. In this post, they undertake a comparative analysis of provisions concerning antecedent transactions under the recently enacted Insolvency and Bankruptcy Code, 2016, vis-à-vis the Insolvency Act, 1986 of...
We’ve Moved! Launch of Our New Website
We are pleased to announce the launch of our new website: , which is now live. This is intended to improve the experience of readers. Do explore the navigation button on the top right hand side for more content. Given the tremendous increase in guest contributions, we will shortly be devising a Submissions Policy, which will be available on the website. I would like to thank all our contributors...
The Companies Amendment Bill, 2017: Proposed Changes to Section 185
[Guest post by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai] With the Companies Amendment Bill, 2017 (“Amendment“) being passed by the Lok Sabha and sent to the Rajya Sabha, it would be pertinent to discuss one of the major changes proposed by the Amendment. The Amendment proposes to completely replace Section 185 of the Companies Act, 2013 (“2013...
SEBI Requires Disclosure of Loan Defaults
Over the last couple of years, there has been a steady regulatory move to create some connections between the banking system and the capital markets in order to address cases of loan defaults by companies, especially those listed on the stock exchanges. Take the case of wilful defaulters, who are effectively now kept out of the capital markets (as discussed here on this Blog). Another mechanism...
NCLT Order Admitting Essar Steel Insolvency
In one of the first high profile cases under the Insolvency and Bankruptcy Code, 2016 (the “Code”), the Ahmedabad Bench of the National Company Law Tribunal (“NCLT”) yesterday issued its order admitting the insolvency petition brought by the State Bank of India (“SBI”) and Standard Chartered Bank (“SCB”) as financial creditors of Essar Steel Limited. The insolvency of Essar Steel had earlier...
Supreme Court’s Centrotrade Judgement: An Uncertain Celebration?
[Guest post by Shashank Chaddha, IV Year | B.A.LL.B (Hons.) student at the National Law Institute University, Bhopal] Last year, with the Supreme Court of India upholding the validity of a two-tier arbitration clause in Centrotrade Minerals & Metal Inc. v. Hindustan Copper Ltd., 2017 (2) SCC 228 (the ‘Centrotrade’), there has been much celebration about India’s recent ‘pro-arbitration’ stance...
Call for Papers: Indian Competition Law Review
[The following announcement is posted on behalf of the Indian Competition Law Review] The Indian Competition Law Review (“ICLR”) is the flagship annual journal of the Centre for Competition Law & Policy (CCLP), published under the aegis of National Law University Jodhpur, (India). ICLR strives to achieve scholarly excellence with the aid of an eminent advisory board and an institution known...
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