I write articles on the various popular law related topics like, media laws, cyber laws, business laws, etc. This time I thought of taking up company law as my topic. I was going to write on “What must law firm lawyers know about companies laws”. I figured there must be parts of companies laws that these lawyers must be dealing with more frequently than the other provisions.

So to that end, I called up a couple of lawyers working with the law firms, hoping to get direct inputs and insights. After my conversation, I was at a loss! To my dismay, the conversations left me with way more information than I was looking for. It turns out, all of company laws are important for these lawyers! There is no pick and choose of provisions – they have to know it all!

I had no clue where to begin!

Like most law students I had only studied company laws as part of my curriculum. I learnt enough to write assignments and give the examinations. But without the practical application of my knowledge, the little that I knew became distant knowledge. Without practical application it is difficult to retain the theoretical knowledge. One might do company law course to go beyond the theory and gain some real world insights from lawyers practising in this field.

I spoke at length to understand what kind of work these lawyers do. My plan was to change the angle of the article itself. If I know the functions they perform on a regular basis, then maybe some aspects of company laws would be highlighted.

I asked questions like what do law firm lawyers do with respect to companies act? How important is the knowledge of companies act? What provisions of companies laws are more frequently used than the others? Are there any particular segregation when it comes to handling company laws by lawyers? Where can one learn the practical aspects of the company law course?

The lawyers were extremely patient and answered all these questions. They also maintained unequivocally that the companies laws are underlying aspect of corporate law and the knowledge of its is quintessential as it comes forth every now and then. It comes while advising clients, formulating transactions, doing due diligence, prior and subsequent to drafting contracts, while structuring the contracts, etc.

Here is what I learnt:

# Advisory

One of the most important function of a lawyer is advising the client. When it comes to company laws, there’s a requirement for these lawyers to have a thorough knowledge of the laws. It is not like media laws or cyber laws, where you have a focused set of laws governing the field. Company laws are the underlying aspect of the job that you must know in order to perform in your role as a corporate lawyer.

There are memos prepared for advising the clients on different aspects like duties of the directors, their liabilities, oppression and mismanagement, etc. The advise on company laws is a part of the whole work. So for instance, a new director is being added on the board, he must be made aware of the duties and obligations of the role under the Companies Act. In case there are new developments in the laws, the lawyers have to advise the clients accordingly.

# Transactional

Generally the transactions takes place between companies and not individuals. The entire transaction has to be compliant with company laws. For instance if a loan is to be advanced to a director, Section 185 of the Companies Act is attracted. Similarly, when a company is advancing loan or investing in another company, Section 186 is applicable, whereby, a company when making investment, cannot make it through more than two layers of investment, companies, barring some exceptions.

Similarly in cases of related-party transactions, Section 188, requires that such transactions be disclosed in the Board Report for prior approval, along with a justification. If the transactions are beyond the threshold limits, then they need to be disclosed in the General Meeting for approval by special resolution.

From transfer of shares or securities of a company to structuring of deals, everything has to be in compliance of company laws. Recently, Section 90 was amended. According to this  article by Khaitan & Co., “Section 90 of the Act requires every individual who, either by himself or with others (including a trust and persons resident outside India), qualifies as a significant beneficial owner (SBO) of a company to make a declaration to that company specifying the nature of his beneficial interest”. This affects the rights of SBOs and therefore require legal expertise in order to provide necessary legal support.

# Due Diligence

Another major aspect of functions in law firms, is conducting due diligence. The lawyers are required to conduct a thorough due diligence of all the necessary books, reports, documents, etc. in case of acquisitions or investments. Moreover, they also help the companies to comply with the provisions and necessary compliances of the Companies Act.

For instance, Section 88 of the Companies Act, requires any company to maintain the registers of its shareholders, debenture holders, security holders. If a company fails to comply with the same, then the company and its officers face penalty under the section.

# Contract Drafting

While drafting contracts, the lawyers need to comply with companies laws as well. There are necessary preconditions and postconditions while drafting contracts. There are plenty questions like whether the necessary regulatory compliances have been met with? Whether the consents have been duly obtained? Whether there are any pending legal requirements or ongoing litigations? Whether the compliances of the pre/post covenants done suitably? Are there any additional agreements to be entered into? Whether the key personnels are retained or not?

The necessary approvals has to be obtained by the board of directors or the shareholders, in a meeting before undertaking certain decisions. For instance, while drafting a shareholders agreement, lawyers have to inform the clients what would be the significance of giving certain rights to the shareholders or curtailing them, etc. In order to do so, the lawyers must possess a thorough understanding of the companies laws, apart from the other aspects.

In my short quest, one thing was amply clear to me, lawyers need to possess a clear understanding and command of companies laws in order to impart advice, conduct due diligence or draft contracts.

You could read the act back to front and memorise it even, but unless you have the practical knowledge, the learning falls short. Therefore, for all those who want to learn a thorough practical knowledge of company laws, you can check this company law course.

Good luck!

In this article, Siddharth Jain discusses the concept of Transboundary Harm in International Law.

That large scale modern, agricultural, and technical activity, directed in the domain of one nation, can cause adverse impacts in the region of another nation or to territories of the worldwide commons is in no way, shape or form a novel issue in international law. Such transboundary harm has offered ascend to various speculations of State obligation, concentrating on remedial principles.

Transboundary Harm

In the midst of the overall interest for expanded environmental security, international law specialists, scholarly and practicing, have again raised the subject of transboundary harm, encouraging progressively and stricter guidelines of worldwide risk for the “insurance of the environment”. Some contend that strict liability (liability without proof of fault on the part of the actor) should be recognized as a general principle of international law, applicable to all transboundary damage cases, as already accepted by many national laws and as adopted by some international treaties. But actual practice, as witnessed in the aftermath of the Chernobyl nuclear catastrophe, has not sustained such normative claims.

The discrepancy between theory and practice raises basic questions. First of all, as the tragedy of the Chernobyl accident unfolded, international lawyers asked what kind of responsibility a State should bear under international law to prevent and remedy damage caused to other States. If the law is to impose strict liability on States, what legal mechanisms are required? Should these only be specified on an ad hoc basis, in particular contexts, by treaty? Or should customary rules be recognized as applicable on a more general basis, by analogy with the general practice of States at the domestic level in the field of civil liability?[1] Such questions are being raised vociferously as current situations hint the lack of strict rules and the presence of only “soft laws”.

“Transboundary harm” means harm caused in the territory of or in other places under the jurisdiction or control of a State other than the State of origin, whether or not the States concerned share a common border.[2] In practice, this harm can be easily understood by glancing at the much illustrious Trail Smelter case. Almost all discussions of international environmental law and liability take as their foundation the Trail Smelter arbitration, among the earliest expressions of the principle that a state has responsibility for environmental damage extending beyond its territorial limits.

The Trail Smelter arbitral tribunal stated in dicta that, under principles of international law: “No State has the right to use or permit the use of its territory in such a manner as to cause injury by fumes in or to the territory of another or the properties or person therein, when the case is of serious consequence and the injury is established by clear and convincing evidence.” This sic utere tuo concept has become the core rule of international transboundary pollution, and is often known (not entirely accurately) as the “Trail Smelter rule” or “Trail Smelter principle”.

Convention on Biological Diversity and the ILC Draft Articles on Prevention of Transboundary Harm from Hazardous Activities 2001

Coming to the legal aspect, strictly confining the scope to transboundary harm, two laws rule this field, namely, the Convention on Biological Diversity and the ILC Draft Articles on Prevention of Transboundary Harm from Hazardous Activities 2001. While the former is forceful for its binding obligation on nation states, the paramountcy of the latter cannot be ignored, owing to the fact that it has been invoked and alluded to in a number of international cases as well as conventions.

Speaking about the Convention on Biological Diversity, it goes well beyond conservation of biological diversity per se and comprehends such diverse issues as sustainable use of biological resources, access to genetic resources, the sharing of benefits derived from the use of genetic material, and access to technology, including biotechnology. Article 1 sets out as the Convention’s three main objectives: (a) the conservation of biodiversity, (b) the sustainable use of its components, and (c) the fair and equitable sharing of the benefits arising from the utilization of genetic resources, leaving the details of law and policy required to achieve these to be subsequently developed, to the extent that this is not already provided for in existing international and regional agreements and national laws.

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Article 14 of the same convention provides for the remedial measures and confirmed that environmental impact assessments are now required by general international law, particularly in respect of environmentally harmful activities which may have trans-boundary consequences, in order to meet a state’s obligation to ensure that activities within its jurisdiction and control ‘respect the environment of other States or of areas beyond national control’.

Moreover, the interpretations of the ILC, for “transboundary harm” can be regarded to encompass four major elements namely, first, the physical relationship between the activity concerned and the damage caused; second, human causation; third, a certain threshold of severity that calls for legal action; and lastly, transboundary movement of the harmful effects. In light of national limits, the term ”transboundary” stresses the component of border crossing as far as the immediate or prompt results of the act which the source State is considered culpable.

Major International Issues relating to Transboundary Harm

Coming to the issues related to the transboundary, they may be categorised into substantive and procedural issues. To start with the procedural issues, rules of international environmental law have developed within the context of two fundamental objectives pulling in opposing directions: that states have sovereign rights over their natural resources; and that states must not cause damage to the environment.[3]

The international community continuously witnesses a faceoff between outright territorial sovereignty and Limited Sovereignty. Outright territorial sovereignty, as the name suggests, is the hypothesis that a riparian state has full control over all resources existing in its region, and may use those resources without respect for the impacts on the downstream or co-riparian states. As opposed, limited territorial sovereignty is an international law analogous to the Roman law adage sic utere tuo ut alienum non laedas (utilize your property so as not to harm that of another).

Moreover, the substantive issues also ache the international body. As is unavoidable in this style of system arrangement, with expansive targets of especially wide degree, rising up out of exceedingly petulant transactions among spellbound gatherings, the Biodiversity Convention has numerous grey areas. Both its Preambular presentations and its substantive articles are communicated in wide terms, the necessities of which are often additionally debilitated by such extra qualifications. These include such phrases as ‘as appropriate’, ‘as far as possible’, ‘practicable in accordance with particular conditions and capabilities’, ‘taking into account special needs’, ‘likely to’, ‘grave and imminent’, ‘significant’, and such limited requirements as to ‘endeavour’, ‘encourage’, ‘promote’, and ‘minimize’.[4]

So far, it can be safely concluded that there are no substantive rules specific to the transboundary harm, except the ILC Draft Articles, which too have no binding force, thereby making it a part of those “soft law” conventions that are hardly referred back once signed. However, if we scratch to the surface of the ILC Articles, it seems an ideal law framework for transboundary framework, which not only defines the harm within a decent scope but also provides decent remedial measures after such harm has occurred. Moreover, invocation of state responsibility has also been provided in the same draft, making it exhaustive enough to cover all foreseeable situations.

Simply Put – Should strict global risk be forced on States for transboundary harm as a general guideline of international law?

In conclusion, we should maybe return to the exceptionally essential issue which started this examination: should strict global risk be forced on States for transboundary harm as a general guideline of international law? There is no basic ”yes” or ”no” response to this inquiry. Following three decades of legitimate advancement since the 1972 Stockholm Conference, the international group is presently like never before aware of its delicate living conditions, and more prepared to embrace stricter standards of direct for the insurance of its constrained common assets and environment. This motivating advancement likewise shows that transboundary harm is a pragmatic and relevant issue, requiring solid standards and standards, both procedural and substantive.

[1] Xue Hanqin, Transboundary Damage in International Law (Cambridge University Press, 2003, p 2).

[2] Draft articles on  Prevention of Transboundary Harm from Hazardous Activities 2001, art. 2(c).

[3] Philippe Sands, Jacqueline Peel and Adriana Fabra,Principles of International Environmental Law (4^th Edn.,Cambridge University Press 2017) p 191.

[4] Among others, see the American Law Institute, Restatement of the Law Third: The Foreign Relations Law of the United States (St. Paul, American Law Institute Publishers, 1987), vol. 2, § 601, and comment (c), pp. 103—105.

In this article, Rangon Choudhury discusses the Indian Arbitration and Conciliation (Amendment) Bill 2018.

Arbitration and Conciliation (Amendment) Bill, 2018

In March of 2018, The Indian Government approved the Arbitration and Conciliation (Amendment) Bill (the “Bill”) to be tabled in Parliament. Designed to reform the present state of institutional arbitration in India and address some of the lacunas found in the 2015 Amendments, (the “Amended Act”), the Bill constitutes the most recent of initiatives India has taken to revamp its arbitration regime and provide the much-needed impetus for domestic and foreign business to build their confidence in India as a seat for commercial dispute resolution. This piece is an attempt to discuss some of the key features of the Bill.

Establishment of Arbitration Council of India

In what appears to be a systemic transformation for institutional arbitration in India, the Bill has endorsed the establishment of an independent statutory body called the Arbitration Council of India (“the ACI”) in Part 1A of the Principal Act. This body will be entrusted with the responsibility of grading arbitral institutions and recognizing institutions that provide accreditation for arbitrators across the country. It shall also have to frame rules and guidelines for the maintenance of uniform professional standards in respect of all matters pertaining to all ADR mechanisms in India.

While this initiative needs to be lauded for ushering in a new era for the growth of arbitral institutions in India and one that will require them to strive for certain objective minimum quality standards, the provisions in the Bill, as they stand raise a few issues. Firstly, it is imperative to define the powers of the ACI and the scope of such powers in the Bill, particularly to ensure that there is no unwarranted encroachment in the functioning of institutions. Secondly, it is noticeable that majority of the members of the Council are to be nominated by the Central Government. While the ACI is envisaged to be an independent body corporate, the role of the Government in making the aforesaid appointments can pose doubts regarding the independence and credibility of the Council, given that the government itself is a party to many arbitrations.

Changes in the pattern of appointment of arbitrators

Continuing with its attempt to increase the participation of institutions in the process, the Bill has introduced amendments to section 11, which deals with appointment of arbitrators. Under the new regime, the parties will have to approach arbitral institutions in the matter of appointments to the tribunal without having to approach the Court in this regard. The Supreme Court and the High Courts shall designate such institutions, based on their evaluation by the ACI. This also obviates the need for parties to file a formal application for appointment in court, thus speeding up the process by taking away some part of the burden from the court. That being said, the proposed deletion of section 11(6)(A) which requires a court seized to examine the existence of an arbitration agreement before proceeding with an application filed under section 11 does create an environment of uncertainty. The omission makes it clear that the courts will no longer review the validity of an arbitration agreement before making an appointment. This begets the question, as to who will do so, if not the courts. This is likely to become even more problematic when a party contests the validity of the arbitration agreement as a response to one party filing an application. Delegating this task to arbitral institutions will require express rules to be formulated in this regard. There is no guidance in status quo as to the scope of an enquiry into an arbitration agreement by an institution.

A rather interesting provision on confidentiality has been introduced for the first time in Indian Arbitration Jurisprudence. The newly introduced section 42A requires that parties and tribunals maintain confidentiality of proceedings, except the award in situations where disclosure of the award is deemed necessary for its enforcement. Considering that confidentiality as a feature of Arbitration is highly valued by parties who seek to protect their trade secrets in arbitration, an express provision imposing a duty of confidentiality is likely to build India’s image as a secure destination for arbitration.

The Bill however also goes on to suggest that the ACI will maintain an electronic repository of all arbitral awards. This provision, in the absence of an explanation, seems ambiguous and raises a few pertinent issues. Firstly, the Bill does not clarify which type of awards will be maintained in the database. It could be either one or all the three possible categories of awards – all awards passed in arbitrations seated in India, awards passed only in domestic arbitrations and awards passed under the aegis of institutions which are being monitored by the ACI. Secondly the implication is that the awards are going to be published in some form. To this extent, the Bill does not clarify whether the published awards will be full awards or sanitized versions, redacting all sensitive information. The Bill also does not clarify if the consent of parties would be sought prior to such publication and whether they will be given an opportunity to opt out of a system. Lastly and perhaps most importantly, the provision seems to be in conflict with the proposed amendment to section 34 of the Principal Act.

Section 26 of the Amended Act

Section 26 of the Amended Act was criticized for failing to clarify the scope of application of the amended provisions, both to arbitration proceedings and to litigation arising out of such proceedings. The atmosphere of uncertainty was further exacerbated when the Delhi, Bombay, and Calcutta High Courts rendered conflicting judgments on the issue. In order to provide clarity on this subject, the Bill has proposed the insertion of Section 87 into the Principal Act. The Bill endorses prospective application of the Amended Act, both in relation to arbitration proceedings and court proceedings arising out of the former. Only with the agreement of the parties does the provision make the Amended Act applicable to proceedings, which commenced before the Amended Act came into force and to court proceedings arising out of such arbitral proceedings, irrespective of whether the court proceedings were initiated before or after the enactment of the Amended Act.

While this provision seems to have solved the confusion generated by the ambiguous wording of section 26, a recent judgment of the Supreme Court in BCCI v Kochi Cricket Private Limited, delivered on March 15, 2018 (a week after the Bill was approved) has added to this saga. The Court ruled that the Amended Act will apply only to those arbitration proceedings initiated after (and not before) its commencement. With regard to litigation arising out of arbitration, the Court observed that the 2015 amendments would apply to all court proceedings filed after the amendments came into effect (October 23, 2015), regardless of when the arbitration was commenced, including pending proceedings that may have been filed prior to the amendments but were pending at the time they came into force.

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This ruling stands in conflict with section 87. The Supreme Court directed the Center to consider its judgment while taking the Bill forward. Interestingly, however, section 87 as introduced in the Bill fails to reflect the principles drawn by the Judges in the BCCI case. The Bill has further proposed the omission of section 26 from the Amended Act with effect from 23.10.2015. While section 87 clearly renders the aforesaid judgment nugatory, it remains to be seen what course of action Parliament would eventually take. The issue stands unresolved till then.

On a positive note, the Bill has reconciled the inconsistency between sections 17 (which bestows tribunals with the same powers as that of a civil court in the matter of granting interim relief) and 32(3) of the Principal Act (which states that an arbitral tribunal ceases to exercise jurisdiction once the proceedings before it stand terminated) by restricting the jurisdiction of a tribunal to grant interim measures only during the course of the proceedings. In Section 29A, the Bill has recommended that the time limit of 12 months imposed on arbitrators to draft the award start from the date of completion of pleadings instead of the date of reference to arbitration, as introduced in 2015. This will ensure that arbitrators are not pressurized by strict deadlines and that they are able to hear a case at different lengths depending upon its complexities. The Bill however has suggested the exclusion of international commercial arbitration from the purview of section 29A. While this move can be construed as providing an incentive for foreign parties to have their disputes resolved in India without any time constraints, introducing a different set of timelines for international arbitration suggests discrimination against a purely domestic arbitration. It also presumes that cases are always more complex in the former category than the latter, which may not be the case.

Conclusion

With the enactment of the New Delhi International Arbitration Bill 2018 by the Center and the rapid growth made by the Mumbai International Arbitration Center, the time could not have been more appropriate to provide an organizational structure for the robust growth of institutional arbitration in India. In doing so, the present Bill has also made the Principal Act more airtight by addressing the drawbacks recognized in the earlier amendments made.

While these steps are assured to bring in positive changes to the arbitration landscape of India, there were some notable misses that the Bill ought not to have ignored. Firstly, considering the importance assigned to emergency arbitration and incorporation of rules in this regard by institutions like the ICC and jurisdictions like Singapore, the Bill should have defined provisions relating to emergency arbitration under the definition of arbitral tribunal in the Principal Act. Secondly, the newly introduced Eight Schedule, which deals with the qualifications of an arbitrator, does not include foreign qualified arbitrators within its ambit. This means that such lawyers cannot come to India and act as counsel, even in an international commercial arbitration. This omission is nothing, but counter-productive to the main objective behind the Bill, which is to promote India’s image in the International Arbitration Community.

While it remains to be seen how the Parliament reacts to the Bill and its provisions, India needs to continue breaking new grounds in arbitration if it wants to assert its stamp as an arbitral seat along the lines of London or Singapore or New York in the years to come.

In this article Hardeep Singh of Campus Law Centre, University of Delhi has defined what is Arbitration.

Historical Background of Arbitration

Once human beings started to live and trade together as a community, various forms of adjudications begin to emerge. Why the concept of Arbitration emerged as an alternative dispute resolution? For answering this question one has to look back at the history of arbitration.

In India

• The earliest evolution of arbitration in India can be traced back to “Brihadaranyaka Upanishad” under the Hindu Law. It provided for various types of arbitral bodies which consisted of three primary bodies namely:

1. The local courts
2. The people engaged in the same business or profession
3. Panchayats.

• The members of the Panchayats known as panchas, were that times arbitrators, which used to deal with the disputes under a system.
• However thereafter the first legislative council for British India was formed and India got its first enactment on Arbitration known as the ‘Indian Arbitration Act, 1899’ but the Act was applicable to only presidency towns i.e., Calcutta, Bombay, and Madras. This Act was fundamentally based on the British Arbitration Act, 1889.  
• Thereafter came the Arbitration Act, 1940 which applied to the whole of India including Pakistan and Baluchistan. However, post independence the same was modified via ordinance.
• Due to various shortcomings in the 1940 Act like lack of provisions prohibiting an arbitrator from resigning any time during an arbitration proceeding, the rules providing for filing awards differed from one High Court to another, the act was replaced by the Arbitration and Conciliation Act, 1996 that ratified the problems in 1940 Act.

What is Arbitration

“Arbitration is a form of Alternative Dispute Resolution (ADR)”.

• The concept of arbitration means resolution of disputes between the parties at the earliest point of time without getting into the procedural technicalities associated with the functioning of a civil court.
• The dictionary meaning of Arbitration is “hearing and determining a dispute between the parties by a person or persons chosen by the parties”.
• In an English judgement named Collins v. Collins, 1858 28 LJ Ch 184: 53 ER 916 the court gave a wide definition to the concept of Arbitration which reads as follows:”An arbitration is a reference to the decisions of one or more persons either with or without an umpire, a particular matter in difference between the parties”. It was further observed by the court that proceedings are structured for dispute resolution wherein executives of the parties to the dispute meets in presence of a neutral advisor and on hearing both the sides and considering the facts and merits of the dispute, an attempt is made for voluntary settlement.
• Arbitration can be a voluntary one i.e., agreed between the parties or it can be ordered by the court.
• Unlike litigation, arbitration proceeding takes place out of the court and the arbitrator’s decision is final and the courts rarely reexamine it.
• There are several modes of dispute resolution outside the Judicial process. These modes are as follows:

1. 1. Negotiation
   2. Mediation
   3. Conciliation
   4. Arbitration
   5. Mini Trial   

• But Arbitration is considered as an important Alternative Dispute Resolution mechanism and is been encouraged in India due to the high pendency of cases in the courts.

Some Important Terms in Arbitration

Arbitration Clause

• An Arbitration clause is a section of the contract that defines the rights of the parties in the case any dispute arises over the contractual obligation or any other matter related to such contract.
• Generally, an arbitration clause contains that the parties will not sue each other in the court of law, if any dispute arises, instead they will resolve the dispute through arbitration.

Arbitration Tribunal

• According to Section 2(1)(d) of the Arbitration and Conciliation Act, an Arbitration Tribunal means a sole arbitrator or a panel of arbitrators.
• Thus from the interpretation of this definition, the parties are free to determine the number of arbitrators.
• However, if the parties fails to determine the number of arbitrators, then in that case, the arbitration tribunal shall consist of a sole arbitrator.

Arbitration Award

An arbitration award is an award granted by the arbitrator in the proceeding before it. This award can be a money award and it can also be a non-financial award.

Principle Characteristics of Arbitration

• Arbitration is consensual: An arbitral proceeding can only take place if both the parties to the disputes have agreed to it. Generally, parties insert an arbitration clause in the contract for future disputes arising from non- performance of contractual obligations. An already existing dispute can also be referred to arbitration if both the parties to the dispute agree to it (submission agreement).  

• Parties choose the Arbitrators: Under the Indian Arbitration Act parties are allowed to select their arbitrator and they can also select a sole arbitrator together who will act as an umpire. However, the parties should always choose an arbitrator in an odd number.

• Arbitration is neutral: Apart from selecting neutral persons as arbitrators, the parties can choose other important elements of proceeding such as the law applicable, language in which the proceedings should be conducted, the venue for arbitration proceedings. All these things ensure that no party enjoys a home court advantage.
• Decision of the Arbitral Tribunal is final and easy to enforce: The decision or award given by the arbitral tribunal is final and binding on the parties and persons only after the expiry of the time limit prescribed under Section 33 and 34 of the Act.

When the award becomes final it shall be enforced under the Code of Civil Procedure, 1908, in the same manner, one enforces a decree passed by the court.

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Advantages of Arbitration in India

• Expertise in Technical matters: An arbitrator can easily deal with technical matters which is scientific in nature because generally arbitrators are appointed based on their expertise and skill in a particular field. Thus the disputes are resolved more effectively and efficiently.

1. The arbitral process is cost effective and less time consuming than the traditional way of dispute resolution in the court of law.
2. There is the convenience of the parties as they are able to decide on the language, venue and time of the proceedings.
3. Privacy and confidentiality of the parties are maintained as there is no unnecessary publicity of the dispute.
4. Arbitral proceeding is more flexible than the court proceeding as under the arbitral proceeding one does not have to follow the strict and rigid rules and regulation as that of the court. This is due to the reason that parties set the rules and regulations of the proceedings.

Conclusion

The growth of arbitration is taken as a healthy sign by many legal commentators as it eases the load on the constantly overloaded judicial system.

In this article, T.H.Vishnu discusses marketplace contracts with vendors and customers.

An aggregator platform or marketplace is an online platform where a number of different vendors gather under one roof to market their products or services to their customers. It essentially facilitates the interaction of buyer and seller over a digital platform.  Amazon, Flipkart, Snap deal, and Uber are some of the examples of leading aggregator platforms and marketplaces.  Long gone are the days when one had to leave the house and go to different shops or markets to buy the products necessary for their day to day life.  With the use of aggregator platforms and online market places, any product or service, from an apple to the Apple iPhone, is just a click away from your doorstep.

Considering a lot of start-ups have invested in building aggregator platforms and marketplaces, it is important to understand the legal aspects of building these platforms such as the requisite legal agreements to be entered into with vendors and customers. While there is a small difference between the functioning of an aggregator platform and a marketplace, the contracts to be entered into by both are largely the same.  This article intends to discuss the kinds of contracts entered into by an aggregator platform or marketplace (hereinafter referred to as “online platform(s)” for the sake of brevity and convenience) with its customers and vendors as well as some important clauses of such contracts.

CONTRACTS WITH VENDORS

According to section 2(h) of the Indian Contract Act, 1872 – ‘an agreement enforceable by law is a contract’. Contracts entered into by an online platform with its vendors are very important in inasmuch as they define the commercial understanding and relationship between the parties. These contracts are usually ‘non-negotiable’ or ‘take it or leave it’ contracts from the vendors’ point of view, meaning that the vendors typically have little or no bargaining power with respect to the terms of the contract, and their only option is to choose not to enter into such contract. However, at the same time, the online platforms need to ensure that the terms of such contracts are attractive enough for vendors to want to do business with them instead of choosing other online platforms.

Most of the online market platforms have a standard contract with the vendors with slight variations depending on the kind of business they are involved in. An online marketplace may choose to execute a single contract with a vendor that contains all the necessary terms and conditions required for doing business or it may choose to execute a number of different contracts discussing various terms and conditions like Amazon.

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A contract defines the legal relationship of two parties. It exhaustively details all the aspects regarding the birth, life and death of such relationship between the parties. A well drafted contract is a boon to both parties in the sense that it avoids confusion and gives clarity to the relationship between the parties. Some key points to be considered by the online platform while executing contracts with vendors are –

Who can sell?

This clause basically lays down the requirements that need to be fulfilled by the vendor to start selling on the online marketplace. For example, Flipkart stipulates a condition that vendors should hold a valid GSTIN number, PAN card, and a bank account supported with other KYC documents such as passport, voter’s identity card, aadhar card, and driving license, as also a ‘seller account’ in order to do business with them. Apart from individuals, a partnership firm, a LLP or a company may also be eligible to register themselves as vendors with such online marketplaces.

What products can be sold?

Another important clause to be included in such contracts pertains to the kinds of products which are permitted and restricted to be sold on the online platform. Products are differentiated into the permissible and restricted categories depending upon the domestic laws of the country in which the online marketplace intends to do business. For example, in some countries it is legal to sell tobacco and alcohol online while in others it is forbidden.  Therefore, it is crucial to list out the categories of products and services which are restricted to sold or provided by vendors.

Listing of products

Regulating the listing of products by vendors on the online platform is very important from the perspective of customer experience. High-quality listings help improve customer experience by making it easier for customers to find, evaluate, and purchase a vendor’s products. The setting of certain guidelines for listing vendors’ products, both basic as well as detailed information, such as images, brands, quality etc. are very important for the purpose of enhancing the customer’s experience while using the online platform.

Pricing and payments

Providing a structured mechanism for pricing and payment is another key aspect which is an unavoidable part of the contract between the online platform and the vendor. Vendors are usually given the liberty of deciding the price of the product they intend to sell. With respect to the payment mechanism, online platforms usually charge certain fees for their services. For example, Flipkart charges commission fees, collection fees, shipping fees etc. for the service provided by them depending upon the product and its price. After the deduction of such fees, payments are usually made to the vendor within 7-14 working days from the date on which the order is dispatched.

Shipping and Delivery

Another significant aspect that needs to be covered by the contract between a vendor and an online platform is the method of shipping and delivery. The clause must be precise and unambiguous as to which party has the liability to ship and deliver the product to the customers. For instance, the shipment policy of Flipkart says – ‘Our logistics partner will pick up the product from you and deliver it to the customer. All you need to do is keep it packed and ready for dispatch.’  Whereas in the case of Amazon, the vendor itself must ship and choose a carrier of its own choice to deliver the product to the buyer.

Returns, refund and cancellation

It is very important to discuss in the agreement, the scenarios in which the vendor has to refund, accept returns, offer refunds and cancel the orders placed the buyers. For example, Amazon requires a vendor to accept returns, offer refunds or cancel orders when the vendor cannot fulfil the order, the buyer doesn’t receive the order, or the buyer files an ‘A-z guarantee claim’ etc. A clear-cut mechanism for the same helps online platforms maintain their reputation in the market as well as regain the confidence of buyers.

Seller protection

Considering there are hundreds of online platform start-ups, in order to create a stable and profitable presence in the market, it is important to protect the interests of vendors just as well as customers. Therefore in order to attract vendors, the agreement must include clauses as to ‘seller protection’. For example, Flipkart has a ‘seller protection program’ wherein a ‘seller protection fund’ is created out of which adequate compensation is paid to the vendors in case of fraudulent customer claims, returning of damaged products, loss of goods in transit etc.

CONTRACT WITH CUSTOMERS

Customers are the life source of any successful business. The growth of a business is directly proportionate to the growth and satisfaction of the customer base coupled with other relevant factors. A well-defined contract detailing the legal relationship between customers and the online platform unambiguously and with the utmost clarity is essential to avoid unnecessary confusion, animosity and disputes in the commercial relationship, which may also lead to delayed reliefs. The contracts with customers are usually incorporated as ‘terms of use’ or ‘terms and conditions’ on the website of an online platform. Some of the important clauses in such contracts are discussed below –

• Who can buy?

Under the Indian Contract Act, 1872, a contract can be entered into only by persons competent to contract, i.e. a persons of sound mind above the age of 18 years. A customer, while creating an account and using the online platform, automatically becomes a party to the contract. For example, Flipkart’s terms of use say – ACCESSING, BROWSING OR OTHERWISE USING THE SITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS OF USE’. Therefore, it is very important to specify in the contract that use of the Website is available only to persons who can form legally binding contracts under Indian Contract Act, 1872. Otherwise, the contract is void-ab-initio, i.e. it is void and unenforceable from the time of its inception.

Platform for communication

Specifying that the online platform is just a platform for communication and interaction between vendors and customers and that the contract of sale is strictly a bipartite contract between vendors and customers is one of the most important clauses to be included in the terms of use of the online platform. Inclusion of such a clause in the contract helps to evade a lot of legal liabilities that the online platform would otherwise have incurred. For example, Amazon in its terms of use specifies that ‘You further agree and acknowledge that Amazon is only a facilitator and is not and cannot be a party to or control in any manner any transactions on the website. Accordingly, the contract of sale of products on the website shall be a strictly bipartite contract between you and the sellers on Amazon.in.’

• Privacy clause

Respecting the privacy of the customer is a fundamental factor for successfully running any business. Since customers provide their personal information including but not limited to their email addresses, phone numbers, and passwords, it is very important to provide assurances in the contract that such personal information will be protected. It must also exhaustively list the scenarios in which the online platform may use and share the personal information of the customers with other entities so as to avoid unwanted future liabilities.

• Representations and warranties

An online platform exists only to facilitate business between vendors and customers. Therefore, it is very important to comprehensively state the scenarios in which the online platform makes no representations and warranties. For example, Flipkart, in one of its ‘representations and warranties’ clauses, specifically states that – ‘Flipkart does not make any representation or Warranty as to specifics (such as quality, value, saleability, etc.) of the products or services proposed to be sold or offered to be sold or purchased on the Website. Flipkart does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the Website. Flipkart accepts no liability for any errors or omissions, whether on behalf of itself or third parties.’ Inclusion of such clauses helps in excluding a lot of liabilities and consequent litigations against the online platform.

• Liability clause

Since an online platform deals with thousands of customers every day, it is pertinent to point out the circumstances in which they are and are not liable to any persons or entities for acts and omissions arising out of the conduct of the business. As an online platform only facilitates transactions between customers and vendors, it is of utmost importance for them to exclude themselves from any liability arising out of any actions or inactions of sellers, any breach of conditions, representations or warranties by sellers or manufacturers of the products and any and all special, incidental, consequential damages of any kind caused to them as a result of such transactions.

• Payment

As mentioned above, an online platform’s role is merely to facilitate transactions between customers and vendors for which they charge a fee as commission or otherwise from the seller.  Excluding themselves from any liability arising out of such transactions, including liabilities related to the consideration (payment) under the transactions is of utmost importance so as to avoid unwanted disruptions to the functioning of the business.  For example, Flipkart excludes themselves from any liability arising out of lack of authorization for any transactions, payment issues arising out of the transaction, decline of transaction for any other reasons etc.

• Buyer protection

Happy customers are at the heart of any successful business. The primary endeavour of any online platform for growing their business should be protecting customers from vendors who are incapable of delivering quality products and resolving disputes raised by customers. Therefore it is essential to include a ‘buyer protection program’ or a ‘buyer protection scheme’ as part of the dispute resolution policy of the online platform in its terms of use. In particular, such a program or scheme should detail the circumstances in which a buyer can avail of such a protection program or scheme, when his order is guaranteed for replacement and refund and the procedure for doing so. For example Flipkart has a ‘Buyer Protection Program’ whereas Amazon has its ‘A-z guarantee claim’ wherein buyers are protected from undelivered orders, and delivery of damaged and defective products.

• Governing law and jurisdiction

This clause is more or less the same in contracts with vendors as well as customers. Defining the governing law as well as the jurisdiction to adjudicate any dispute arising of a contract is one of the most integral parts of any contract. Before adjudicating any dispute between two parties, the first question that arises is which law will apply to such dispute. In order to avoid uncertainty and wastage of time, it is expedient for the parties of a contract to come into an agreement as to which law is to apply in case of any dispute. The jurisdictional clause essentially is an agreement between parties as to where exactly the dispute should be adjudicated. By the inclusion of this clause, the parties agree to adjudicate the dispute in a particular court in a particular area. The parties may also decide to subject the dispute to arbitration by incorporating an ‘arbitration clause’.

CONCLUSION

The world of aggregator platforms or marketplaces seems very plain and simple to an outsider. You open the website and any product is just a few clicks away. Hardly anyone takes the trouble to read the terms and conditions of the website before making a purchase. But once you delve into the technicalities and the legalities of such a platform, you begin to realize that building such a platform can be as complex as building any other business. As mentioned a number of times above, the contracts entered into by an online platform with its vendors and the customers must be of utmost clarity and unambiguity. These contracts must also define exhaustively the legal relationship between the parties and contemplate all future circumstances, both favourable and unfavourable, and consider how the unfavourable can be made favourable. At the end of the day, a good contract means good business and good business means happiness, and therefore, a good contract is vital to happiness.

In this article, Neel Vasant discusses the Inherent jurisdiction of civil courts to try a case of civil nature.

Abstract

“The glory of justice and the majesty of law are created not just by the Constitution – nor by the courts – nor by the officers of the law – nor by the lawyers – but by the men and women who constitute our society – who are the protectors of the law as they are themselves protected by the law”[1]

‘Ubi Jus Ibi Remedium’ is a latin maxim which means where there is a right there is a remedy. The word ‘Jus’ means the legal authority to do or demand something, and the word ‘remedium’ means the right of action in a Court of law.[2] It also expresses that there is no wrong without a remedy.[3] In the case Shiv Kumar Chadha v. Municipal Corpn. Of Delhi it was held that under classical law the position is that where there is a right there is a remedy.[4]

This article is an attempt to critically analyse the cases decided by the apex court relating to the issues related to the inherent jurisdiction of civil courts and the foundations of the law of civil procedure. Some issues remain still in question- Whether the civil courts have the inherent jurisdiction? The author will elucidate upon the same by discussing the object, scope and the extent of applicability of Section 9 of the Code of Civil Procedure. Further, emphasis shall also be given to the different types of jurisdictions of a civil court.

Section 9 – Courts to try all civil suits unless barred

Jurisdiction means the power conferred by law upon the court to try and hear the cases and give appropriate judgements.[5] The Inherent Jurisdiction may be described as the power without which the Court is unable to function with justice and good reason.[6]  Section 9 of the Code of Civil Procedure, 1908 deals with the aspect of jurisdiction of civil courts in India. In the article various judgements and sections will be analysed to ascertain the regulations which govern the jurisdiction of civil courts in India.

“The courts shall (subject to the provisions herein contained) have jurisdiction to try all suits of a civil nature excepting suits of which their cognizance is either expressly or impliedly barred”[7] In Ganga Bai v. Vijai Kumar[8], it has been held as follows:

“There is an inherent right in every person to bring a suit of a civil nature and unless the suit is barred by statute one may, at one‘s peril, bring a suit of one‘s choice. It is no answer to a suit, howsoever frivolous the claim, that the law confers no such right to sue. A suit for its maintainability requires no authority of law and it is enough that no statute bars the suit.”

Thus, from this it can be concluded that the civil court has jurisdiction to try a suit if following two conditions are fulfilled: –

• The suit must be of civil nature.
• The cognizance of such a suit should not be barred expressly or impliedly.

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Suit must be of Civil Nature

There is no particular definition given as to which suit is to be classified as a suit of civil nature. But now it is a well settled fact from the judicial precedents that a suit which isn’t criminal in nature is a civil suit. Thus, any suit which is not criminal in nature could be classified as a civil action.[9] As mentioned in the Section 9 right to office or right to property are suits of civil nature unless the dispute is of purely religious nature.[10]

Hence, the current position regarding the jurisdiction of Civil Courts is that they have inherent jurisdiction to hear into the civil natters unless it is expressly or impliedly excluded by a statute.[11] In a landmark decision in the case Rajasthan SRTC and Ors. V. Mohan Singh the honourable Supreme Court has also laid down that the burden of proof for the exclusion of jurisdiction is vested on the party contending it.[12]

Following are some of the examples of the civil suits: –[13]

• Suits relating to rights to property.
• Suits relating to rights of worship.
• Suits relating to rents.
• Suits relating to restitution of conjugal rights

Cognizance not barred

Suits expressly or impliedly barred

A suit is said to be expressly barred when it is barred by any enactment for the time being in force.[14] Suits may be impliedly barred when they are barred by general principles of law as when are barred by any public policy or the policy enacted by the state. It is to be noted that the presumption will always be that the civil court has the jurisdiction to hear the case and this must be strictly construed.[15]

In the case Dwarka Prasad Agarwal v. Ramesh Chandra Agarwal[16], it was held that

“the ouster of jurisdiction shall not be readily inferred. If the matter is of civil nature and if ouster of the jurisdiction is not implied or expressed then the jurisdiction of civil court cannot be questioned”.

As far as expressed bar mentioned in Section 9 C.P.C is concerned it does not create much difficulty. However, the problem arises in the case of implied bar of suit by some other Act. This question has exhaustively been dealt with by the Constitution Bench (5 judges) judgment of the Supreme Court reported in Dhulabhai v. State of M.P.[17]

Factors affecting Jurisdiction

Pecuniary Jurisdiction: Pecuniary literally means ‘related to money’. Pecuniary jurisdiction sets the pecuniary limits on the jurisdiction of a court.[18] Every court is deemed to have a certain monetary limit of which it can entertain cases and decide. This is mainly done to avoid over-burdening of cases in some courts. However, it should be noted here that pecuniary limit does not imply that the higher courts cannot hear or entertain cases of lower monetary value. Districts courts, High courts etc. are given certain monetary limit and can entertain cases the valuation of which falls within their pecuniary jurisdiction. With changing time and scenario, the threshold pecuniary limits may also be changed. In the month of May 2018 an ordinance to widen the pecuniary jurisdiction of commercial courts was notified.[19]

Territorial Jurisdiction: Jurisdiction is the circle or area in which a party has power to do something. Jurisdiction of a court or a statute means the areas in which that court or statute can act or make effect.[20]Territorial jurisdiction is the territorial limit in which the law is applicable or the court has power to decide upon. Thus, the district court doesn’t have the power to adjudicate its power beyond a particular district. The High Court has jurisdiction over the whole state and the apex court can entertain any suite in the territory of India.

According to section 15 suit is to be instituted before the Court of lowest grade. By virtue of Section 16 suit in respect of immovable property may be instituted before the court within whose territorial jurisdiction the property is situate. For such suits, place where cause of action arises or where defendant resides etc. is wholly irrelevant vide Harshad Chiman Lal Modi v. D.L.F. Universal Ltd.[21]

Subject Matter Jurisdiction: Subject matter jurisdiction refers to the nature of the claim or controversy.[22] This means that certain courts are precluded from entertaining suits of particular nature. For example, a criminal court cannot deal with a case related to civil suit. Thus, a small cause court can try only such suits as a suit for money due on account of an oral loan or under a bond or promissory note, a suit for price of work done, etc., but it has no jurisdiction to try suits for specific performance of contracts for a dissolution of partnership. When the court has no jurisdiction over the subject matter of the suit it cannot decide any question on merits. It can simply decide the question of jurisdiction and coming to the conclusion that it had no jurisdiction over the matter had to return the plaint.[23]

Conclusion

It can be concluded from above written context that Section 9 of the Code of Civil Procedure deals with the question of civil court’s jurisdiction over a matter. Further different types of jurisdictions such as Pecuniary, Territorial and Subject Matter Jurisdiction have also been explained. Thus, an overall attempt has been made to explain the concept of “Inherent Jurisdiction of a Civil Court” as lucidly as possible.

References

[1] “Quotes on Jurisdiction”, https://www.brainyquote.com/topics/jurisdiction, Accessed on 19 July 2018

[2] “Ubi Jus Ibi Remedium: Definition”, http://www.duhaime.org/LegalDictionary/U/UbiJusIbiRemedium.aspx, Accessed on 19 July 2018

[3] Leo Feist v. Young, (1943)

[4] Shiv Kumar Chadha v. Municipal Corpn. Of Delhi, 1993 (3) SCC 161

[5] “Jurisdiction: Meaning”, https://dictionary.cambridge.org/dictionary/english/jurisdiction, Accessed on 19 July 2018

[6] “Inherent Jurisdiction”, https://www.lexology.com/library/detail.aspx?g=7759e11e-a49c-4b26-a21c-1c5373f282a5, Accessed on 19 July 2018

[7] Section 9, Code of Civil Procedure, 1908, Act No. 5 of 1908.

[8] Ganga Bai v. Vijai Kumar, AIR 1974 SC 1126 para 15

[9]Haridas Roy v. State of West Bengal, (1987) 1 Cal LJ 247

[10]PMA Metropolitan v. Moran Mar Marthoma, 1995 Supp (4) SCC 286

[11]Dhirendra Nath v. Sudhir Chandra, AIR 1964 SC 1300

[12]Rajasthan SRTC and Ors. V. Mohan Singh, (1988) 2 SCC 602

[13]C. K. Takwani, Civil Procedure with Limitation Act, 1963, 7^th ed.

[14]Umrao Singh v. Bhagwati Singh, AIR 1956 SC 15: 1956 SCR 62

[15]State of Vindhya Pradesh v. Moradhwaj Singh, AIR 1960 SC 796: (1960) 3 SCR 106

[16]Dwarka Prasad Agarwal v. Ramesh Chandra Agarwal. (2003) 117 Com cases 206 (Sc): (2003) 4 Comp LJ 385

[17] Dhulabhai v. State of M.P., AIR 1969 SC 78.

[18] “Pecuniary Jurisdiction”, https://www.legallyindia.com/tag/pecuniary-jurisdiction, Accessed on 20 July 2018

[19] “Ordinance to widen pecuniary jurisdiction of Commercial Courts notified”, http://www.livelaw.in/ordinance-to-widen-pecuniary-jurisdiction-of-commercial-courts-notified-read-the-notification/, Accessed on 19 July 2018.

[20]“Territorial Jurisdiction: Meaning”, https://definitions.uslegal.com/t/territorial-jurisdiction/, Accessed on 20 July, 2018.

[21] Harshad Chiman Lal Modi v. D.L.F. Universal Ltd., AIR 2005 SC 4446

[22]“Subject Matter Jurisdiction”, https://www.law.cornell.edu/wex/subject_matter_jurisdiction, Accessed on 20 July 2018.

[23]Athmanathaswami Devasthanam v. K. Gopalaswami Ayyangar, (1964) 3 SCR 763: (1964) 1 MLJ SC 42

In this article, Aditya Sethi & V.S Pravallika discusses Minority Squeeze Out, Judicial Interpretations and Methods under Companies Act, 2013.

The term squeeze out implies compulsory acquisition of equity shares[1] of a company from minority shareholders through cash compensation. This method helps shareholders holding 90% or more shareholding in a company to acquire the shares in the company from minority shareholders. Squeeze Out refers to a transaction where the acquiring party is the controller of the firm to be acquired. The Companies Act, 2013 under Section 236 (Section 395 of Companies Act, 1956) provides for the concept of squeezing out which categorically mentions situations whereby minority shareholders can be bought out by the majority shareholders. Section 236 provides that a majority shareholder of a company holding at least 90% of equity shareholding has a right to notify its intention to buy out minority shareholders who may sell their shares to the majority shareholders at a price to be determined in accordance with the rules under Companies Act, 2013.

Various Methods of Squeeze Out under Companies Act, 2013

Reduction of Capital

Section 66 of the Companies Act, 2013 provides that the paid up capital of a company can be reduced by paying off the minority shareholders. The reduction in such capital is subject to a special resolution which has to be further confirmed by the National Company Law Tribunal (NCLT) of the concerned jurisdiction. Judicial precedents suggest scenarios where selective reductions have been approved, allowing certain members to retain their shares unreduced while shares of others are extinguished.

The Court in Sandvik Asia Limited v. Bharat Kumar & Ors.[2] held th

at ‘once it is established that non-promoter shareholders are being paid fair value of their shares, at no point of time it is even suggested by them that the amount that is being paid is any way less and that even overwhelming majority of the non-promoter shareholders having voted in favour of the resolution shows that the Court will not be justified in withholding its sanction to the resolution.’

The Court took a contrarian view in Chetan Cholera v. Rockwell[3] and categorically observed that companies in India often adopt this method to selectively oust the non-promoter minority. The Court was critical of this observation and reiterated that it is important for Courts while protecting the rights of workman/employees/shareholders/promoters to not only adhere to the procedural and substantive aspects of scheme of arrangement. The Courts should also take into consideration Articles 38 and 39 of the Constitution which assures and secures the citizens a socialist state. The Court emphasized upon the duty of regulators like SEBI to safeguard the interests of the investors.

The Court in Cadbury India Limited[4] approved a squeeze out through reduction of capital at a price determined by the valuer appointed by the Court. The Court denied the objections raised by the dissenting minority shareholders. The Court held that before it could object to a scheme of sanction, the objector must show that the valuation is ex-facie unreasonable. The Court relied on the judgment of Mafatlal v Mafatlal[5] and observed that ‘Courts do not have the expertise, the time or the means to do this. What the Court’s approach must be to examine whether or not a valuation report is demonstrated to be so unjust, so unreasonable and so unfair that it could not result and result only in a manifest and demonstrable, inequity or injustice.

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Acquisition of Shares

This method under Section 235 of the Companies Act, 2013 requires that a transferee company may under a scheme or contract; make an offer to the shareholders of the transferor company to acquire their shares. If such offer is approved by the shareholders holding 90% of the shareholding within two months after the expiry of four months, the transferor company may give notice to the dissenting shareholders, notifying them of its intention to acquire their shares. If a dissenting shareholder does not make an application to the National Company Tribunal within one month from the receipt of such notice, the transferee shall be entitled to acquire the shares of the dissenting shareholders on the same terms of the contract.

The Court in AIG (Mauritius) LLC v. Tata Televentures (Holdings) Ltd.[6]  addressed the question that if offers were received for shares constituting 90 per cent or more of capital of a company, then the remaining shares would be acquired at the same price. The Court categorically observed that the same group that was in the majority could not use to remove the small majority under this provision. The court held that ‘it was this very reason the section is deemed to be constitutional and if this was deviated from, it would amount to violation of fundamental rights and thus be struck down.’

Scheme of Arrangement

Section 230 of the Companies Act, 2013 allows a company to enter into compromises and arrangements with its shareholders and creditors. A company may begin by proposing a scheme that permits the controller to purchase the shares held by the minority shareholders. Under Section 230(1) of the Companies Act, 2013, the High Court can order a company to convene the meeting of the various shareholder classes. Each of the scheme must be approved by 3/4^th majority in value of each class. Once the approval is obtained, the company may apply to the High Court for the sanctioning of the scheme. The High Court will then hold a meeting in which the interested parties may represent themselves and if satisfied, the High Court shall issue an order sanctioning the scheme under Section 230(5) &(6).

Purchase of Minority Shareholders under Section 236 of Companies Act, 2013

Section 236 of the Companies Act, 2013 provides that an acquirer on account of becoming a registered holder of 90% or more of issued share capital of a company by virtue of amalgamation, share exchange or by any other reason shall notify the company of their intention to buy the shares at a pre-determined price on the basis of a valuation by a registered valuer. The majority shareholders are also mandatorily required to deposit an amount equivalent to the value of shares acquired, in a separate account for at least a period of one year for payment to the minority shareholders which shall be disbursed to them within 60 days. Section 236 has to be read with Rule 27 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 to determine the price for purchase of minority shareholding.  This provision also provides an option to the minority shareholders of a company to offer their shares to the majority, thereby assisting them in exercising their exit rights.

Consolidation of share capital under Section 61 of Companies Act, 2013

This option provides the company to consolidate and divide its share capital into shares having face value larger than the existing shares. This option is possible only if an authorization is provided by the Articles of Association of the company. After the consolidation, minority shareholders shall receive fractional shares which stand transferred to the Board or a person appointed by the board, who them in trust for such members.

Regulatory Framework for Minority Squeeze Out in Different Jurisdictions

United Kingdom

The bidder after a takeover offer has the right to acquire minority shareholdings if it has been contracted by not less than 90% in value of shares which are the subject matter of the offer carrying voting rights. The company can further indulge in selective capital reduction.

The United States

An acquirer on completion of a tender offer holds 90% of the target shares, the acquirer can implement a short-form merger without the approval of any other shareholder from the target company. However, on the contrary the acquirer and the target company would proceed towards a long-form merger with the approval of other shareholders of the target company.

Hong Kong

An acquirer intending to acquire the issued share capital of a public or private company by the method of squeezing out may make a general offer followed by compulsory acquisition or through a scheme of arrangement by way of mutual arrangement.

European Union

Articles 3 & 4 of Third Council Directive Concerning Mergers of Public Limited Company

These provisions are applicable to merger by acquisition and in a merger by the form of a new company. The shareholders of both the corporations must receive shares according to an exchange ratio approved by both sets of boards and shareholders.

Article 5& 15 of the Thirteenth Directive on Takeovers

Article 5 provides that anyone intending to acquire control shares of a listed firm must initiate a tender offer known as the mandatory bid. Article 15 provides that a shareholder acquiring 90%or more of the voting shares through tender offers may succeed in squeezing out minority shareholders at a fair price by using cash.

Conclusion

The new provisions incorporated in the Companies Act, 2013 with respect to squeeze-out balance out the rights of the acquirer in achieving the desired shareholding position in the target company and the minority shareholders to be adequately compensated. However, it is important for the minority shareholders to be aware of the implications of the squeeze out provisions in the 2013 Act and be aware of the rights that they have as owners of the company i.e. the right to vote, fair valuation, and oversight of the Court.

References

*4^th Year Students ,BBA LLB(H), School of Law, Christ University.

[1]R. Luthra, et al, Minority Squeeze Out, available at: http://www.luthra.com/admin/article_images/minority-squeeze.pdf.

[2]Sandvik Asia Limited v. Bharat Kumar & Ors., (2009) 3 Bom CR 57.

[3]Chetan Cholera v. Rockwell, [2010] 102 SCL 93 (AP).

[4]In Re Cadbury India Ltd, Company Petition No 1072 of 2009, Decided on 25th February. 2014.

[5]Miheer H. Mafatlal v. Mafatlal Industries Ltd, JT 1996 (8) 205.

[6]AIG (Mauritius) LLC v. Tata Televentures (Holdings) Ltd., (2003) 43 SCL 22 (Del.).

In this article, Shashwat Sarin discusses leveraged buyouts of distressed Indian companies.

A leveraged buyout, which is commonly referred to as an LBO, is a transaction in which companies acquire other businesses. The buyout involves a combination of equity from the buyer, along with debt that is secured by the target company’s assets or financial institutions like a bank or investment banks or private equity funds. LBO can be initiated and executed in cases of acquisition for restructuring and elimination of variable additional cost to grow the output of the company while making it a profitable venture or if a public company is to be taken private. In other cases, if the target company is to be segregated and sold to existing businesses in separate portions

The amount of debt that a bank is willing to provide to support an LBO varies & depends on

1. The financial strength and cash flows of the target company
2. The quality and resale value of assets meant to be acquired from the target company.
3. The opportunity and growth prospects of the target company.
4. History of financial supporters and creditors
5. Lastly the overall economic background, the regulatory framework, administrative structure, policy initiatives and concessions by the government and other variable factors.

Incentives to invest in or purchase a company or its subsidiary via means of an LBO

• A Stable Cash Flow/ valuation on return on equity – The company being acquired in a leveraged buyout must have sufficiently stable cash flows to pay its interest expense and repay debt principal over time. Such structures are commonly acquired in LBOs.
• Low fixed costs – Fixed costs create substantial amount of risk because companies have no option to delay the payment of fixed cost even in economic hardships.
• Low existing debt – If a company already has a high debt balance then an additional debt to acquire the company would only weaken the financial structure and accounts of the company while further depreciating the economic value of its assets.
• Moderate Valuation – Companies that are moderately valued or under valued are preferred in acquisition compared to over valued and high valuation companies. This also increases the risk and debt of the acquirer. Furthermore, if the equity of the target company Is sold at a very high value compared to its balance sheets and assets then it has a depreciating affect on its assets and further raises the risk on debt.
• Variable factors– Policy changes and regulatory framework of company in target jurisdiction. A strong management team coupled with a detailed ground network are also essential value adding credentials.

Private equity regulation has raised some growing concerns in recent times. For example, the activities that private equity firms indulge in, mainly activities like leveraged buyouts may not be compatible with the corporate laws of the state. For instance the European corporate law views leverage buyouts as fraudulent activities and are banned by Article 23 of Directive 77/91/EEC which states that a company may not provide financial assistance for the purchase of its own shares. In February 2000, the Supreme Court of Italy declared LBOs to be illegal (Bottazzi; 2008). In 2001, the Italian parliament filed a petition to reconsider the buyout regulation and finally in January 2004, a new legislation was issued wherein LBOs were legalized under the purview of stringent regulations and disclosure requirements. The American corporate law, on the other hand, understands the crucial rol of distressing debts and emphasizes on the utility of LBOs. [1]

From Indian Perspective

The regulations prohibit Indian banks to lend money to such an acquisition company for the purchase of shares of the target company. However recently the RBI has permitted banks to auction off the distressed debts to financial institutions, non- banking financial corporations and individual buyers.
Even though the corporate debt market in India is evolving dynamically there still persist some hurdles

1. From the point of view of an acquirer, the assets of the target Indian company cannot be taken as collateral for financing the debt of the acquiring company situated abroad.
2. As the debt and operating asset are a part of two separate entities there is no deduction of interest from operating income.
3. The dividend distribution tax has increased.
4. There is a constant risk of Foreign currency fluctuation since the debt that will raised to buy out the target company will be in foreign currency.
5. The asset buy out structure has higher tax liability for seller. Purchasing shares of a company attracts Securities Transaction Tax (0.125%) for listed shares and Long Term Capital Gains Tax (10-20%). However, sale of assets by the seller is treated as revenue by the Income Tax Act, 1956 and such gain is assessed as business income on which the tax rate is 30% to be increased by a 10% surcharge and an education cess of 3% (34% effective tax rate).
6. In an asset buy out structure where the foreign company incorporates a company for acquisition purpose, the additional VAT charges raise significant challenges.
7. An emerging issue with regards to the regulations is whether there should be a uniform code of regulation for financial institutions, banks and private equity funds on buyouts. Since all these institutions have different work structure, capacity of risk and different financial objectives, a uniform regulation makes it a difficult scenario as it reduces the market liquidity and imposes further restrictions.

Are venture lenders in cases of venture debt able to circumvent the legal restrictions on LBOs?

Venture lenders ease the debt on a corporation in exchange of equity. The loans extended by venture lenders is secured through the below mentioned mechanisms combined with a structured monthly payment system with interest. A company can use the debt equity to raise new equity or complete earlier existing outstanding issuing of equity and leverage it for a higher valuation. Venture debt can finance the fixed costs or purchase assets for the corporation in exchange for their equity in the company. Besides the common practice of extending services in exchange or percentage of equity, venture lenders may contract for more collateral in exchange for securing the loan extended by them. These scenarios obviously depend on the severity of the non-performing assets and debt structure. Venture lenders can collateral the corporation’s patent to secure debt. So technically in case the corporation fails to recover the additional debt owed to the venture lenders, the venture lenders get unrestricted and unique access to the patent for their use. In this scenario the buying value of the venture lenders by extending the loan would be at an unfair disadvantage as compared to the lower valuation of the non-performing corporation.

According to the recent regulations by the reserve bank of India, a SEBI registered Foreign Venture Capital Investor may purchase securities, issued by an Indian company and startups engaged in any sector. These securities can be purchased from the issuer or any person holding it. Foreign venture capital institutions can acquire, by purchase or otherwise, from, or transfer, by sale or otherwise, too, any person resident in or outside India, any security.[2] According to the SEBI regulations, foreign venture capital investor shall make investment in debt or debt instrument of a venture capital undertaking in which the foreign venture capital investor has already made an investment by way of equity.[3]

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The lack of regulatory measures for venture debt lenders circumvents the stringent legal framework and restrictions around leverage buyouts. The regulations which prohibit Indian banks to lend money to such acquisition company for the purchase of shares of the target company in case of leverage buyouts are not equivocal and consistent in case of venture debt lenders whereas the role of venture debt lenders is similar to acquisitions by leverage buyouts as far as leveraging equity for a sum is concerned.

[1] https://www.rbi.org.in/Scripts/bs_viewcontent.aspx?Id=2109

[2] https://www.rbi.org.in/scripts/FAQView.aspx?Id=26#Q28

[3]https://www.sebi.gov.in/sebi_data/commondocs/fvci_updated_21December2010.pdf

In this article, Prachetha Nidhi Verma of I.I.M.T & School of Law discusses the obligations of employer under the Payment of Wages Act, 1936.

Introduction

With the growth of industries in India, problems relating to the payment of wages to workmen employed in the industry took an ugly turn. The workers were not paid their wages at regular intervals. There was no uniformity and no regulation in the payment system. The employers made hefty deductions out of the wages of the workers for petty issues. The employees were paid peanuts in the name of wages. To control this menace, the Payment of Wages Act, 1936 was enacted with the object to regulate the regular payment of wages and to keep in check the unlawful deductions for certain classes of employment. This Act came into force on 23rd April 1936. Let us now discuss the obligations of the employer under this Act.

An Obligation to pay wages on time and in an authorized form

a. Who has the responsibility of payment of wages within the organization as per the Act?

According to Section 3 of the Payment of Wages Act, 1936, every employer is responsible to make the payments of wages to all the persons employed under him. Check out the table below in order to understand who will be responsible as an employer in the different establishments.

What wage-period should be fixed by the employer?In Section 4(2) of the Payment of Wages Act, 1939, it is indicated that no wage-period i.e. the period in which a worker receives his or her wage, shall exceed the period of one month. Illustration: X is an employee in ABC factory, his wage period is of 40 days i.e. he receives his wages every 40 days. According to the law, X’s employer shall be liable for fixing a wage period exceeding a period of one month.

When should an employer pay the wages?

As per Section 5,
1. The employer shall pay the wages:

• In the case where there is less than 1000 worker employed in the factory- before the expiry of the 7th day after the last day of the wage period i.e. the day on he should be getting his wages.

Illustration- Anand, an employee works in XYZ factory consisting of 800 workers. He gets his wages on 20th of every month. In the month of January 2018, his wages get delayed. According to the law, Anand should get his pay before the expiry of 27th January which is the 7th day after the last day of the wage period that is 20th january. It should not be delayed later than 27th january.

1. In any other case- before the expiry of the 10th day after the last day of the wage period.
2. In the case where the employee is terminated, the wages earned by him has to be paid by the employer before the end of the second working day from the day of termination. Illustration-Manish, an employee works in ABC factory. His employment is terminated on 10th January 2018 on the grounds of misconduct. According to the above law, it is mandatory that the employer pays him the wages last by 20th January 2018 and not a day later than that.
3. The employer shall make all the payment on working day.

What is the authorised mode of payment of wages?

According to Section 6 of the Act, the employer shall pay the wages in current coin or currency notes and by cheques or by crediting the wages in the employee’s bank account after obtaining his written authority. Thus, payment in kind or bitcoin will not be acceptable. Illustration- X, an employee gets paid Rs.3000 every month by his employer A. In January, X is given 300 kg of sugarcane instead of his wages of Rs.1500. This form of wages is prohibited by the Act.

An Obligation to maintain registers and records:

• As per Section 13(A) of the Act, the employer is obligated to make registers and records in order to maintain a list of the particulars of employees in relation to the following matters:
• The work done by him,
• Wages paid to him,
• The deductions made from their wages etc.
• The employer has to preserve these records for three years from the date on which last entry was done.

Duty not to make any unlawful deductions from the wages

Deductions from wages are not permitted unless they are strict as per the grounds and procedures given under the Payment of Wages Act,1936.

a. What is a deduction under the Act?

Any payment made by the employee to his employer or his agent shall be deemed to be a deduction under this Act.

b. What does not amount to a deduction?

Any loss resulting from the imposition of the following penalties shall not be a deduction under this Act:

• The refusal to provide an increment or promotion;
• The reduction to a lower post or to a lower stage in a scale;
• Suspension.

c. What are unlawful deductions?

Deductions other than those authorised under the section 7 of the Payment of Wages Act,1936 are unlawful deductions. For example, Deduction of Rs.300 from the wages of an employee for buying the supply of raw materials for the factory is an unlawful deduction, since it is the duty of the employer to provide the materials required by the employees to carry on their work.

List of authorised deductions is mentioned in section 7 of the Payment of Wages Act,1936. It is an exhaustive list and any deductions from the wages of the employees made on the ground other than those mentioned under section 7 will be termed as an unlawful deduction. Some of the authorised grounds are:

• Fine,
• Absence from duty,
• Deduction of income tax payable by the employee,
• Deductions for repayment of advances from a provident fund, etc.

d. What is the maximum amount of the deduction that an employer can do? (Section 7(3))

List of deductions for which rules are provided in the Act.

What are the rules for imposing fines on the employee?

An employer can impose fine on the employee through Section 7(2)(a), which is an authorised deduction under the Act. Section 8 of the Act states the obligations of the employer before imposing any fines on the employee, which are:

• The employer can impose only those fines that are mentioned in the list of “acts and omissions” made by him, which must identify acts and omissions from within the list already approved by the state government or the authorised appropriate authority for the entire industry.  
• Notice specifying the employer’s list of “acts and omissions” owing to which fines can be imposed on the employee should be displayed in the conspicuous part of the work premises.
• No fines should be imposed on the employee until he has been given an opportunity of showing cause against the fine.
• The total amount of fine imposed should not exceed 3% of the employee’s wages.
•  No fine to be imposed on any employee below the age of 15 years.
• No fine imposed on any employee shall be recovered from him through installments. Also, the fine shall not be recovered from the employee after the expiry of 90 days from the date on which it was imposed.
• All fines to be recorded in the register maintained by the persons responsible for fixation of wages under section 3. These fines should be credited to the common fund and to be utilized for the benefit of the employees.

What are the rules that an employer should follow before deducting wages for absence from duty?

An employer can deduct wages for absence from the duty through Section 7(2)(b) which is an authorised deduction under the Act. Section 9 of the Act prescribes the mechanism for application of such deduction of wages in respect of employees who are absent from duty. The guidelines are provided below:

• The employer can deduct the amount of wages for the absence from the duty in the same proportion as the employee’s absence bears to the total time he was obliged to do the work. Illustration: If the salary of an employee is Rs.72,000 annually. X (an employee) absents himself from the work for one whole month, then his employer cannot deduct more than Rs. 6,000/- (72,000/12).
• If 10 or more workers, acting in concert, absent themselves

1. Without giving notice that is required by the employment.
2. Without any reasonable cause

Then the employer cannot make deductions more than amount exceeding wages of 8 days.

Anant Ram v. District Magistrate, Jodhpur (AIR 1956 Raj 145) – It was held in this case that the absence of work must be voluntary. Hence no deduction can be made under section 7, clause (2), when the absence from the duty is for the period between employee’s dismissal and reinstatement as such absence cannot be said to be voluntary.

What are the rules that an employer should follow before deducting wages for payments to cooperative societies and insurance schemes?

An employer can deduct for payments to cooperative societies through Section 7(2)(j), which is authorised under the Act. According to Section 13, Deductions shall be made by the employer subject to the conditions as imposed by the appropriate government.

What are the rules that an employer should follow before deducting wages for damage or loss?

An employer can deduct wages for damage or loss through Section 7(2)(c), which is authorised under the Act. According to Section 10,

• The employer shall not deduct the wages exceeding the amount of damage or loss of goods occurred due to neglect or default of the employee. Also, it is to be ensured that the employee had the custody of the goods which were so damaged.
• The employer is bound to give an opportunity to the employee for showing cause before deducting any wages.

M/S Rampur Engineering Co. Ltd. v. City Magistrate (AIR 1966 All 544)– It was observed by Allahabad High Court that the deduction for loss of electric bulbs and tools that were given to the employees for their own personal use is a valid deduction.

What are the rules that an employer should follow before deducting wages for house accommodation or services rendered?

An employer can deduct wages for house accommodation through Section 7(2)(d) and for services rendered through section 7(2)(e), which is authorised under the Act. According to section 11, An employer cannot deduct wages exceeding an amount which is equivalent to the value of house accommodation or any other service supplied. Such deduction can only be made if such service or accommodation has been accepted by the employee.

What are the rules that an employer should follow before deducting wages for recovery of loans?

An employer can deduct wages for recovery of loans through Section 7(2)(ff), which is authorised under the Act.

According to section 12A, The employer is bound to follow the rules made by the appropriate government in this behalf.

What are the rules that an employer should follow before deducting wages for recovery of advances?

An employer can deduct wages for recovery of advances through Section 7(2)(f), which is authorised under the Act. According to section 12,

• For the advances that are given after employment has commenced– The employer is bound to follow the rules and conditions made by the appropriate government.
• For the advances that are given before the employment period begins– The employer shall recover the same from the first payment of wages of such employee. But no recovery shall be done by the employer in the case where the advance is given for travelling expenses.

Conclusion

It is mandatory for the employer to carefully comply with his obligations under the Act in order to prevent himself from being punished under section 20 of the Act. The duties of the employers that were discussed above have significantly curbed the exploitation of the workers employed in the industries. The workers are now in a better position in comparison to the earlier situations of the workers. Though we have come a long way, still there is a need to fully execute, implement and keep a check on the employer in order to ensure the objectives of the Act.

In this article, Sakshi Goyal of Symbiosis Law School, Noida discusses Top Law Colleges in Madhya Pradesh.

Law profession is one of the noble profession around the world. A lawyer is considered as an officer of law who help people to fight for their rights and to get justice. Because of globalisation, people are exploring new markets, the government is coming up with new regulations, which indeed creates demand for good and efficient law professionals. Nowadays, the law students aspire to get recruited in reputed law firms, law agencies, administrative sector, multinational companies, etc. Past decade has seen an increase in the emergence of law colleges imparting good quality law education in India. As a result of this, the options for obtaining legal education in India have increased for the students aspiring to pursue a noble profession like law. But, the increase in number of college options for students has raised another problem i.e. to decide that which college is best for them, or in which college they should get enrolled into and to address this issue I will be discussing about the top colleges providing law courses in Madhya Pradesh.

National Law Institute University, Bhopal

The National Law Institute University, Bhopal (NLIU), was established by the Rashtriya Vidhi Sansthan Vishwavidyalaya Adhiniyam, by an Act No. 41 of 1997 enacted by the Madhya Pradesh State Legislature. The college offers both undergraduate and postgraduate law courses.

To support the environment of research and publications, NLUI, Bhopal publishes three journals: Indian Law Review, NLIU Journal of Intellectual Property Law and NLIU Law Review. With this the college  also published research monographs on different topics.

The college has a Placement Coordination Committee (PCC) which handles internships and placements at NLIU Bhopal. The committee arranges for pre-placement talks, written tests, group discussions and interviews can be made as per the requirement of the visiting recruiters. The committee is headed by Dr. Raka Arya

To achieve the objective of providing practical exposure college has Alternative dispute resolution cell, centre of research and international law, CARES: Environmental law cell, legal AID, moot court cell. The college has also established AADRIKA,  a media law cell which provides a forum of meaningful discussions.

Courses Offered

Bachelor of Arts + Bachelor of Law (Hons.), LLM in Human rights, LLM in Criminal Law, Master of Cyber Law & Information Security and PhD in Law.

Fees

Annual fees for five year integrated course is one lakh sixty two thousand and for one year LLM is One lakh Forty Five thousand and for MS in cyber law fees is eighty eight thousand per year and for Ph.D in law is Thirty Two thousand.

Faculty

College has renowned faculty like Dr. Ghayur Alam Professor in Business Law & MHRD Chair of IP, Qualifications: Law LL.M., Ph.D.

Dr. Uday Pratap Singh Professor in Human Rights, Qualifications: M.A., M.Phil & Ph.D.(JNU), LL.B.

Infrastructure

College is has both girls and boys hostel, library, computer labs with 24 hours Wifi.

Sage University Law School   

Sage University, which was recognised by the chief minister as the best upcoming university in Madhya Pradesh, has launched a law school with a very different approach. The university has brought in globally renowned faculty members and a star studded advisory board to create and fulfil the vision of creating the best law school in Central India and give a competition to National Law Universities. Although it was set up with a budget of over 200 crores, the fees charged is one of the lowest in the entire region amongst private universities.

Sanjeev Agarwal, the founder and Chancellor of the University, is a very successful and well known entrepreneur and industrialist from Bhopal. He always dreamt of studying law, but never had the opportunity to do so and became an engineer instead. The institution of the law school is therefore an effort to fulfil his dream. The passion is evident from the excellent team he has gathered and the resources made available to this law school.

Interestingly, the Sage University law school is developing a system to provide specialised training to its students to crack judicial services exams. You can get more information regarding this over here.

Sage University has collaborated and signed an MoU with iPleaders to provide practical training to its students. They have also launched a research report on 7 hottest career opportunities for law graduates that all law students and young law graduates will benefit from.

One of the USP of the law school is that India’s topmost criminal lawyer KTS Tulsi is a chair professor in this university, and he is overseeing research on how India can speed up the criminal justice system. It will be a big benefit for students to learn from a legal luminary like Mr. Tulsi.

Courses offered

BA LLB, BBA  LLB

Fees

INR 50,000 per year

Seats: 300

Prestige Institute of Management and Research, Indore

Department of law of Prestige Institute of Management is affiliated to Devi Ahilya University, Indore. It provides legal education at both undergraduate and postgraduate level. Moreover it regularly conducts Moot courts, Legal Awareness Camps. It has a 24 hours access to online research engines like SCC, Manupatra and other online law journals.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelor of Business administration + Bachelor of Law (Hons.), Bachelors of Commerce + Bachelors of Law (Hons.), Bachelors of Law (Hons.).

Fees

Annual Fees for the integrated course of law (5 years) is One Lakh Eleven Thousand per year and for Bachelors of Law (3 years) is Eighty Seven Thousand annually.

Seats Offered

120 Seats for 5 years integrated course and 60 seats for 3 years Bachelors course.  

Faculty details

Nishant Joshi is the incharge of Department of Law and also an associate professor. He did his Ph.D from Banasthali Vidyapeeth, Rajasthan. He is M.Com and MBA specialized in Foreign Trade from Devi Ahilya University, Indore.

Infrastructure

The campus is spacious and has library, Computer labs, electronic labs, cafeteria, Girls hostel and Boys hostels.

LNCT University, Bhopal

LNCT University, Bhopal  was established in 2015 by the LNCT group. It is a private University approved by All India Council for Technical Education (AICTE), New Delhi, and recognized by University Grant Commission (UGC). The college has an impressive student faculty ratio of 20:1.

The college is also awarded as the Fastest Rising University Of Madhya Pradesh and as the Most Promising University Of Central India. With undergraduate law programs of both three years and five years the college also has diploma courses.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelor of Business administration + Bachelor of Law (Hons.), Bachelors of Law (Hons.), Masters of Law, Diploma in Cyber Law.

Fees

Annual Fees for the integrated course of Bachelor of Business administration + Bachelor of Law (Hons.) (5 years) is Thirty Eight Thousand per year, for integrated course of Bachelor of Arts + Bachelor of Law (Hons.) is Thirty Three Thousand per year and for Bachelors of Law (3 years) is Eighty Thousand annually.

College also provide 100%, 50%, and 25% scholarship based on merits and with this also provides sports scholarships.

Infrastructure

Campus of college is spread over 90 acres with canteen, hostels, wifi, sports ground. It also has transportation facility, auditorium, computer lab and library.  

Indore Professional Studies Academy

College of Law, IPSA, Indore is an exclusive department of law, affiliated with Devi Ahilya University, Indore. It was established in 2009 and provides for a world class course outline. It has a huge campus of 51 acres area. It conducts Moot court competitions and court visits. The college also participates in sports competitions and have hostel and transportation facility.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelors of Law (Hons.).

Fees

Annual Fees for the integrated course of law (5 years) is Forty Five Thousand per year and for Bachelors of Law (3 years) is Thirty Thousand annually.

Seats Offered

IPSA offers 60 Seats for 5 years integrated course and 60 seats for 3 years Bachelors course  

Faculty details

The college is headed by director Prof. S.D. Malviya and also has an eminent personality like Dr. Ankita Nirwani as its associate professor.

ITM University, Gwalior

ITM University is a Private University located in Gwalior, Madhya Pradesh and was established in the year 1997.

For admissions in ITM University Undergraduate programs, the candidates should have passed 10+2 with minimum required marks in relevant discipline. But the final selection of the course will be done on the basis of ITM-NEST Entrance Exam Score.

The college is ranked AAA+ University by Careers360 Magazine in 2018.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelors of Commerce + Bachelors of Law (Hons.), Bachelors of Law (Hons.), Master of Law.

Fees

Annual Fees for the integrated course of law (5 years) is Seventy Six Thousand per year and for Bachelors of Law (3 years) is Thirty Two Thousand annually. And for master of Law, fees is Eighty Thousand per year.

Seats Offered

ITM, Gwalior offers 60 Seats each for 5 years integrated course and 20 seats for 1 years Masters program.

Infrastructure

The college is facilitated with computer lab, library, auditorium, GYm and separate hostels of boys and girls.

Jagran Lakecity University, Bhopal

Jagran Lakecity University is a research oriented University. Jagran Lakecity University focuses on academic research. The college encourages both academicians and students to actively take part in research activities and publish papers.

The college has its own journal “Jagran International Journal on Contemporary Research”, which annually publishes outstanding research papers prepared by renowned academicians. It also conducts open days for students who wants to enroll in the college.  

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelor of Business administration + Bachelor of Law (Hons.), Bachelors of Commerce + Bachelors of Law (Hons.), Bachelors of Law (Hons.)

Fees

Annual Fees for the integrated course of law (5 years) is One Lakh Forty Three Thousand per year, for Bachelors of Law (3 years) is Sixty Three Thousand annually and for masters it is One lakh fifteen Thousand.

The college also provides merit based scholarships of 100% on 1st year tution fee if the CLAT score is above 100.

Faculty details

The college is headed by Dr. Yogender Kumar Srivastava. He is Director and professor of law department of college. He has published 12 Research papers and 3 books. Qualifications: B.Sc. (Gold medalist), MA, LL.M. UGC-NET, LL.D., P.G. Diploma in Human Rights.

Criminal law is taught by Dr. Shobha Bhardwaj. She is an associate professor and has published 4 Research papers and  3 Books. Qualifications: BA, MA, LLB, LLM and Ph.D.

Infrastructure

200 acre campus designed to provide world class learning resource. It has modern lecture theatres, auditorium, hostels, library with access to online journals. It is fully equipped with wifi.

Amity University, Gwalior

Amity University is a private university located in Gwalior, Madhya Pradesh and was established in the year 2010. For both undergraduate and postgraduate program, the college conducts Amity entrance test.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelor of Business administration + Bachelor of Law (Hons.), Bachelors of Commerce + Bachelors of Law (Hons.), Bachelors of Law (Hons.), Masters of Law.

Fees

Annual Fees for the integrated course of law (5 years) is One Lakh Twenty Five Thousand per year and for Master of Law Seventy one Thousand annually.

The college also provides 100%,50%, and 25% scholarships based on merit.

Infrastructure

100 acres campus with hostels of intake capacity 2100, amphitheatre, auditorium, High Tech Labs, Library and parking lot.   

Indore Institute of Law, Indore

The institute is affiliated with Devi Ahilya University, Indore. It provides legal education at both undergraduate and postgraduate level. For the purpose of encouraging students to research and publish. They have started their own journal named Udgam Vigyati. It also has a monthly newsletter “Nyay Disha”. It also conducts moot court competitions, parliamentary debates, client counselling sessions and international law fest. The college provides an access to online research journals.

For the purpose of admission, the college conducts an IILET exam. Student having 45% aggregate in their 12th standard are eligible to appear for the IILET exam.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelor of Business administration + Bachelor of Law (Hons.), Bachelors of Law (Hons.).

Fees

Annual Fees for the integrated course of law (5 years) is One Lakh Fifty Seven Thousand per year and for Bachelors of Law (3 years) is Thirty Four Thousand annually.

The college also provides several scholarships based on 12th class marks and students can also avail scholarship of INR 10,000 if they have scored above 100 in the IILET conducted by the institute.

Faculty details

Dr. Manpreet Kaur Rajpal, is the Head of Department as well as an associate professor.

Educational Qualifications: PhD, LLB, LLM, MBA, MA, B.Com. She has also published several Research papers in different journals.

Infrastructure

The college provides separate boys and girls hostel. It also has computer lab, library and gym.

RKDF University, Bhopal

RKDF University, Bhopal was established in 2012 by the RKDF group. Faculty of Law, department of RKDF University is BCI approved. The college has its own journal SHUDH SANGAM, to promote students interest in research. It also has good faculty to help the students in their research projects. The college has a placement cell and provides an average placement of 3.2 Lakhs. Admission of undergraduate program is based on 12th class marks and of postgraduate program is based on graduation marks.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.), Bachelors of Law (Hons.).

Fees

Annual Fees for the integrated course of law (5 years) is twenty Five Thousand per year and for Bachelors of Law (3 years) is Fifteen Thousand annually.

Faculty details

The department is headed by Dr. Kusuam Dixit Chouhan. She is dean of law. Qualifications: LLM and Ph.D.

Seats Offered

The college offers 60 Seats each for all courses.

Infrastructure

The university is facilitated with football, cricket, basketball and volleyball courts, indoor sports arena with sports like table tennis, carom and chess. It also has separate boys and girls hostel.

Devi Ahilya Vishwavidyalaya

The School of Law is an exclusive department dealing with law of Devi Ahilya Vishwavidyalaya. It was established in 1998 and also provides M.Phill and Ph.D in Law.

Courses offered

Bachelor of Arts + Bachelor of Law (Hons.) at undergraduate level.

Fees

Annual Fees for the integrated course of law (5 years) is Forty Seven Thousand per year.

Seats Offered

The college offers 60 Seats for 5 years integrated course.

Faculty details

Dr. Manish Sitlani, Professor and head of Department.

Educational Qualifications: Ph.D, MBA, LLB and M.Com. He has 21 plus years of experience and have published many Research papers in international journals.

Conclusion

Choosing a college is one of the important decisions of a students life. It is a stepping stone which can either make you or break you. Students should consider all the possible criteria before choosing any college. There are many organisations which come up with the ranks of the college but before considering any rank, a student should look at the basis on which the colleges are ranked. They should also see the credibility of the organisation which is ranking the colleges. Tomorrow is built on the hopes of what we do today. So students should make their college days as beneficial as they can and make your parents, teachers and whole nation proud.