Promoters of Indian listed companies have generally been viewed with a jaundiced eye, if and when a material decision is taken at their behest, with respect to their company. The recent notification of provisions in relation to dissenting shareholders, by way of insertion of chapter VI-A in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 appear to further and, in a way, institutionalize this perception. These provisions require the promoters or persons in control of the listed company to provide shareholders who vote against a proposed variation in fund raising objects or contracts entered into by the company […]

Introduction When a Court restrains a party to a suit or proceeding before it from instituting or prosecuting a case in another Court including a foreign Court, it is known as an anti-suit injunction. Anti-suit injunction is specie of injunctions and is governed by the principles governing grant of injunction, an equitable relief, by a Court. Of the various forms of provisional relief in the context of international litigation, none has sparked as much interest and controversy as the international anti-suit injunction.[1] It is a common ground that the Courts in India have power to issue an anti-suit injunction to […]

Chapter XVII of the Negotiable Instruments Act, 1881 (“Act”), including Sections 138 142, was introduced by the Parliament of India in 1988 in order to improve the acceptability of cheques by criminalizing the issuance of cheques by a person without sufficient funds in his bank account. Position of law before and after the decision of the Apex Court in Dashrath Rupsingh Rathod v. State of Maharashtra and Anr. In the landmark case of Dashrath Rupsingh Rathod v. State of Maharashtra and Anr. (“Dashrath”), a 3 judge bench of the Supreme Court of India extensively examined the ingredients of Section 138 […]

The long awaited Companies Act, 2013 (Act) was notified by the Ministry of Corporate Affairs (MCA) on August 29, 2013 with certain sections coming into force from September 12, 2013 and majority of the sections coming into force from April 1, 2014. While the Act introduced significant changes in the provisions related to governance, disclosure norms, auditors and mergers & amalgamation and introduced new concepts, inter-alia, such as one person company, class action suits and corporate social responsibility, it also faced criticism from various stakeholders due to the lack of clarity in several sections of the Act and rules framed […]

Modern commercial transactions often lead to complex legal questions. Usually, the shareholders of a company enter into a shareholders agreement setting out in detail the rights and obligations. These agreements, more often than not, contain an arbitration clause. In view of the judgment of V B Rangaraj v. V B Gopalakrishnan,[1] the company concerned is also made a party to such an agreement and the relevant provisions of the shareholders agreement are reflected in the Articles of Association. This has led to a debate as to whether such a dispute between the shareholders regarding to oppression and mismanagement ought to […]

Minority Squeeze Outs – reduction of share capital of Cadbury India Limited In a matter involving the reduction of share capital of Cadbury India Limited (“Cadbury India”), a recent judgment of the Bombay High Court has addressed important issues relating to the squeeze out of minority shareholders. As part of a Group policy to operate only though branches or wholly-owned subsidiaries, Cadbury India undertook a series of buy-backs and open offers from its shareholders. The current judgment was in relation to Cadbury India seeking sanction of the Court for a reduction of its share capital, previously approved by a majority […]

Plea Bargaining in India Plea bargaining was viewed conservatively by the Indian courts prior to 2005.[1] The principle justification for this conservative approach was that a crime is a wrong committed against the society at large[2] and a system, such as plea bargaining, which allows the accused to “bargain” away his guilt should not be allowed. Earlier, the courts in India permitted leniency to be shown in the form of lighter sentences being given depending on the facts of each case, however, outrightly rejected the court being a party to a bargain.[3] On the other hand, there also existed a […]

There is no doubt that one of the key challenges for the new government would be kick starting investment in infrastructure, which is currently estimated at INR 40.9 trillion. Most new infrastructure projects are proposed to be based on Public Private Partnership (PPP) model and funded by the private sector. However, India has consistently fallen short of meeting such targets in the last few years. Implementation issues are faced by developers at all stages, from development stage (such as securing consents and approvals, land etc.), to securing financing for the project and finally, executing it within cost and time. To […]

INTRODUCTION The recent decision of the Supreme Court of India in Swastik Gas v. Indian Oil Corporation Limited[1] (“Swastik Gas”) has brought a degree of clarity to the vexed question of the interpretation of jurisdiction clauses in commercial contracts. The judgement, rendered by a three judge bench of the Supreme Court, finally laid to rest the controversy with regard to the specific wording of exclusive jurisdiction clauses. In this brief piece, we attempt to evaluate the impact of Swastik Gas, with particular regard to choice of jurisdiction clauses in domestic contracts. The first part of this article examines the legal […]

Introduction After numerous drafts, delays and parliamentary debates, a new company law – the Companies Act, 2013 (‘2013 Act’) was finally enacted on 29 August 2013. The 2013 Act has been lauded by the corporates and lawyers alike for providing business friendly corporate regulations, enhanced disclosure norms, investor protection and better corporate governance amongst other things. While the 2013 Act is being appreciated by many; it also poses some practical difficulties for companies while structuring their transactions. Since only 98 sections of the 2013 Act have been notified, this Article seeks to focus on the impact of the notified sections […]