Our Publications

Voluntary Liquidation – A Comparative Analysis Between IBC And CA 1956

  • Category : General Corporate Commercial

Government has recently come up with new regulations on ‘Voluntary Liquidation’ which is effective from April 1, 2017. The new regulations provide the process for initiating voluntary liquidation by a corporate person i.e. companies, limited liability partnerships and any other persons incorporated with limited liability. This article ‘Voluntary Liquidation – A Comparative Analysis Between IBC and CA 1956’ highlights the comparison of new regulations with the provisions of CA 1956.  

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Change in ‘Control’ of an existing NBFC / HFC

  • Category : Banking & Finance

Keeping in view the growth of the NBFC Sector in the last few years, there has been a sharp increase in the transactions pertaining to acquisitions of Non-Banking Financial Companies (NBFC / NBFCs). One of the major reasons for the same could be higher return on the investment made by the investors in such NBFCs. Foreign investors are also attracted to Indian NBFCs as India has a growing customer base and more growth can be witnessed as compared to the saturated western markets which offer limited growth opportunities.  This Article highlights the key provisions regarding the change in control of an NBFC / HFC.

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Is Restriction On Transfer of Shares Valid Under Companies Act, 2013

  • Category : General Corporate Commercial

Sometimes investor(s) investing in a company, in India, prefer restrictions on transfer of shares by the promoters / shareholders under the shareholders’ agreement / consensual arrangement with an intent to protect their interest or for any other reason. Therefore, it is imperative to understand the legality of such restrictions on transfer of shares in India under Companies Act, 2013 (“CA 2013”). In this Article, we have analyzed the relevant provisions of CA 2013 regarding transfer of shares, as applicable to a public as well as private company.

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RERA: Registration of Real Estate Projects - A Brief Overview

  • Category : Projects

The real estate sector has been one of the top-most contributors to the country’s Gross Domestic Product (GDP) and employment creation. Surprisingly, inspite of being such an important part of the economy, the real estate sector was unregulated for numerous years. In order to regulate the aforesaid unorganized sector, the Indian Parliament passed a legislation called as The Real Estate (Regulation and Development) Act, 2016 (“RERA”) which was made effective on May 1, 2016. In terms of RERA, the registration of real estate project having the specified area is mandatory. In this Article, we have analysed the brief requirements pertaining to registration of such real estate projects under RERA.

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Insolvency and Bankruptcy Code: Insolvency Resolution Process by Operational Creditor / Trade Creditor

  • Category :

The Insolvency and Bankruptcy Code, 2016 (“Code”) is considered as one of the biggest economic reforms. This Code gives flexibility to financial as well as operational creditors to initiate insolvency resolution process against those companies which have defaulted in making payment of Rs. 1,00,000 (Rupees One Lakh) or more towards the legitimate dues of the financial or operational creditors, the entire process is altogether different from the process of the old legislation namely ‘The Sick Industrial Companies (Special Provisions) Act, 1985 (SICA)’. The process of invoking insolvency resolution process by an operational creditor is slightly different from the process to be followed by a financial creditor. In this article, we have only analysed the process to be followed by an operational creditor for invoking the insolvency resolution process.

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Enforceability of pre-emptive rights including call & put option

  • Category : Private Equity & Venture Capital Investment

The legal enforceability of pre-emptive rights in India including call & put option is always a concern of the foreign investors. In this article, we have tried to analyze all the relevant legal issues in relation to the enforceability of the aforesaid options including the provisions of the Companies Act, 2013 and notifications issued by the Securities and Exchange Board of India and the Reserve Bank of India in this regard.

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IBC diluting the rights of secured creditors

  • Category : General Corporate Commercial

The Insolvency and Bankruptcy Code (“IBC”) Bill has been passed by both the Houses of Parliament and has received the assent of the President on May 28, 2016. The IBC, inter alia, seeks to replace all existing laws related to bankruptcy resolution. This constitutes a vital transformation from the present system wherein multiple applicable laws were governing the insolvency and bankruptcy mechanism. This article ‘IBC diluting the rights of secured creditors’ highlights the relevant provisions which may affect the rights of secured creditors under IBC.

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Debentures: Is Appointment of a Debenture Trustee Mandatory?

  • Category : General Corporate Commercial

In Indian laws, the concept of a debenture trustee was introduced for the first time in the SEBI (Debenture Trustees) Regulations, 1993 (“Regulations”), which inter alia govern the eligibility criteria for registration with SEBI, code of conduct and other regulations to monitor and review the working of debenture trustees. Later, the concept of debenture trustees and trust deed was also introduced in the Companies Act, 1956, by way of the Companies (Amendment) Act, 2000, only for the public issue of debentures. In this Article, we have analysed the appointment of a debenture trustee in various different scenarios. 

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IBC: Latest Position On Withdrawal of An Application By Creditor(s) Post Settlement

  • Category : General Corporate Commercial

Change in management and control of the corporate debtor is very critical from the perspective of existing promoter(s) since it adversely affects their interest in the company. No promoter(s) wants to lose his / their control over the affairs of the company. Hence, such promoter(s) prefer to settle the matter with the operational creditor or financial creditor before the acceptance of an application by the NCLT for initiating the insolvency resolution process against the corporate debtor. Sometimes, such creditor succeeds in settling the matter before the application is accepted by the NCLT or sometimes, settlement happens post acceptance of the application and appointment of IRP by the NCLT.  

In this article, we have discussed and analyzed the legal provisions and judicial precedents pertaining to withdrawal of the application by the operational creditor or the financial creditor.

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IBC: APPLICABILITY OF THE MORATORIUM TO PERSONAL GUARANTOR

  • Category : Banking & Finance

The insolvency resolution process for revival or restructuring of defaulting corporate debtor can be invoked by any operational creditor or financial creditor by filing an application with the National Company Law Tribunal ("NCLT"). If NCLT is satisfied that the application filed by such operational creditor or financial creditor meets the criteria as laid down under IBC, it may accept the application and shall order the appointment of an Interim Resolution Professional ("IRP"). Once a petition under IBC is admitted by NCLT against the corporate debtor, a moratorium upto 180 days (as extendable by another 90 days) may be granted by NCLT during which all the recovery proceedings against the corporate debtor shall be stayed by virtue of the provisions of Section 14 of IBC. 


One of the contentious issues was whether the benefit of moratorium, as envisaged in Section 14 of IBC, could also be available to the personal guarantor? In this article, we have discussed and analysed the legal provisions and judicial precedents pertaining to the applicability of moratorium on the personal guarantor. 

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