Key issues - Page 5

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MONTHLY ROUND-UP

J A N U A R Y 2 0 2 0 V O L . 0 1

F L A S H B A C K O F Y E A R 2 0 1 9 - P A G E 2

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Corporate & commercial updates - Page 3 Legal updates - Page 5 Recent events - Page 6 Off beat section - Page 7

2019 - flashback !

Clasis Law (Firm)

Ranked (24th) amongst the Top 50 Law Firms in India by RSG Consulting, 2019Recommended Firm, 2019 by Global Law Expert.

Recognized by Asian Legal Business as Asia’s best firms for M&A work - 2019 Recognised by Legal 500 for Corporate, M&A; Dispute Resolution; Insurance and Shipping,

practicesRecommended by Chambers and Partners (Asia-Pacific) as recognized practitioner for Shipping

practice

Vineet Aneja, Managing PartnerRecognised by India Business Law Journal's (Vantage Asia) A-List, of the top 100 lawyers in India

for the year 2019 (consecutively for the second year)Recognized as one of the leading corporate transactional lawyer in India – 2019 by Acquisition

International.Recognized by Startup City as one of the 25 Most Trusted Corporate Legal Consultants to watch in

2019.

Vikram Bhargava, Partner Recognized by Asian Legal Business as one of the 15 rising stars in India’s legal market in 2019.

ACCOLADES

THE FIRSTEDITION OFBOOK ON

"DOINGBUSINESS IN

INDIA"ISLAUNCHED IN

DECEMBER2019

BOOK LAUNCH

Click to download

INTERACTIVE SESSION ON 'PREVENTION OF SEXUAL HARASSMENT AT WORK" @ LAWSERV, MUMBAI

BREAKFAST ROUNTABLE MEET WITH HONG KONG BASED GC

IN COLLABORATION WITH CONVENTUS LAW, HONG KONG

INTERACTIVE SESSION ON "INSOLVENCY & BANKRUPTCY -DAWN OR DUSK?" @ ILLUMINARE 2019,  GURUGRAM

PANEL DISCUSSION ON "UNDERSTANDING OF WHITE COLLAR

CRIMES" @ ILLUMINARE 2019, GURUGRAM

E V E N T S

SHWETABH SINHAPROMOTED TOPARTNER ANIKETH NAIRPROMOTED TOASSOCIATE PARTNER JAYDEEP BHAMBHANI &VASUDHA LUNIYAPROMOTED TO SENIOR ASSOCIATES

elevations

CORPORATE & COMMERCIAL UPDATES

P A G E 3

MARKET STUDY ON E-COMMERCE ININDIA ISSUED BY CCI

On January 8, 2020, the Competition Commission of India (CCI) released the keyfindings and observations on the market study in the e-commerce sector in India. In viewof the rapid growth and the rising importance of online trade in a large number ofproduct categories, the purpose of the study was to better understand the functioningof e-commerce in India and its implications for markets and competition. The studycovered various aspects of e-commerce, but the focus was on gathering qualitativeinsights from market participants on such trends, practices, and issues, which arerelevant to competition. Information was received inter alia on the impact of e-commerce on competition and competitive strategies of businesses, the functioning androle of online platforms and their contractual arrangements with sellers/serviceproviders. The Report is structured as follows: the key market trends and main featuresof e-commerce are outlined in Chapter 2. Chapter 3 discusses the key competitionissues that have emerged from the study. The observations of the Commission based onthe findings are presented in Chapter 4.

INDIAN STAMP (COLLECTION OF STAMP-DUTY THROUGH STOCKEXCHANGES, CLEARING CORPORATIONS AND DEPOSITORIES)RULES, 2019 On January 8, 2020 the Ministry of Finance released a gazette notification to issue the Indian Stamp

(Collection of Stamp-Duty through Stock Exchanges, Clearing Corporations and Depositories)(Amendment) Rules, 2020 in order to revise the date of coming into force of the Indian Stamp(Collection of Stamp-Duty through Stock Exchanges, Clearing Corporations and Depositories) Rules,2019 from January 9, 2020 to April 1, 2020.

ACQUISITION OFFINANCIAL ASSETS BYASSET RECONSTRUCTIONCOMPANIES FROMSPONSORS AND LENDERS

On December 6, 2019, the Reserve Bank of India (“RBI”) on a review, decidedthat Asset Reconstruction Companies (ARCs) shall not acquire financial assetsfrom the following on a bilateral basis, whatever may be the consideration:  (i)      a bank/ financial institution which is the sponsor of the ARC;(ii)  a bank/financial institution which is either a lender to the ARC or a subscriber to the fund, if any, raised by the ARC for its operations; (iii)    an entity in the group to which the ARC belongs. However, they may participate in auctions of the financial assets provided suchauctions are conducted in a transparent manner, on arm’s length basis and theprices are determined by market forces.

REVIEW OF THE NON-BANKING FINANCIALCOMPANY – PEER TOPEER LENDINGPLATFORM (RESERVEBANK) DIRECTIONS,2017

On December 23, 2019, RBI on a review of the Non-Banking Financial Company –Peer to Peer (P2P ) Lending Platform (Reserve Bank) Directions, 2017 decided that:  (i) The aggregate exposure of a lender to all borrowers at any point of time, acrossall Peer to Peer (P2P) platforms, shall be subject to a cap of INR 50,00,000 providedthat such investments of the lenders on P2P platforms are consistent with their net-worth. The lender investing more than INR 10,00,000 across P2P platforms shallproduce a certificate to P2P platforms from a practicing Chartered Accountantcertifying minimum net-worth of INR 50,00,000. Further, all the lenders shall submitdeclaration to P2P platforms that they have understood all the risks associated withlending transactions and that P2P platform does not assure return ofprincipal/payment of interest.  (ii) Escrow accounts to be operated by bank promoted trustee for transfer of fundsneed not be mandatorily maintained with the bank which has promoted the trustee.

C O R P O R A T E & C O M M E R C I A L U P D A T E S

On January 6, 2020, the Insolvency and Bankruptcy Board of India (IBBI) issued a notification regarding “Insolvency and BankruptcyBoard of India (Liquidation Process) (Amendment) Regulations, 2020”. This Amendment has been brought forth in order to amend theInsolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. The amended regulations are effective fromJanuary 6, 2020. Certain key amendments are as follows:

 (a) The amendment clarifies that a person, who is not eligible under the Code to submit a resolution plan for insolvencyresolution of the corporate debtor, shall not be a party in any manner to a compromise or arrangement of the corporate debtorunder section 230 of the Companies Act, 2013. It also clarifies that a secured creditor cannot sell or transfer an asset, which issubject to security interest, to any person, who is not eligible under the Code to submit a resolution plan for insolvency resolutionof the corporate debtor.

(b) The amendment provides that a secured creditor, who proceeds to realise its security interest, shall contribute its share ofthe insolvency resolution process cost, liquidation process cost and workmen’s dues, within 90 days of the  liquidationcommencement date. It shall also pay excess of realised value of the asset, which is subject to security interest, over the amount ofits claims admitted, within 180 days of the liquidation commencement date. Where the secured creditor fails to pay such amountsto the Liquidator within 90 days or 180 days, as the case may be, the asset shall become part of Liquidation Estate.

(c) The amendment provides that a Liquidator shall deposit the amount of unclaimed dividends, if any, and undistributed proceeds, if any, in a liquidation process along with any income earned thereon into the Corporate Liquidation Account before hesubmits an application for dissolution of the corporate debtor. It also provides a process for a stakeholder to seek withdrawal fromthe Corporate Liquidation Account.

P A G E 4

IBBI ISSUES THE INSOLVENCY ANDBANKRUPTCY BOARD OF INDIA(LIQUIDATION PROCESS) (AMENDMENT)REGULATIONS, 2020

COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIALPERSONNEL) AMENDMENT RULES, 2020

The MCA vide its notification dated January 3, 2020 has issued the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules, 2020, thereby amending the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, which shall be applicable in respect of financial years commencing on or after April 1, 2020. As per the amended Rules,from now on a private company having a paid-up share capital of INR 10 crore or more would be required to appoint a whole-timeCompany Secretary, instead of the earlier requirement to appoint a whole-time company secretary by private companies havingpaid-up share capital of INR 5 crore or more. Further, as per the amended Rules, every company having outstanding loans orborrowings from banks or public financial institutions amounting to INR 100 crore rupees or more would be required to undergosecretarial audit.

CORPORATE & COMMERCIAL UPDATES

C O R P O R A T E & C O M M E R C I A L U P D A T E S

“VENUE” IS THE “SEAT” OF ARBITRATION PROCEEDINGS, UNLESSAGREEMENT STATES OTHERWISE AND A PRELIMINARY ORDERRETURNING THE PETITION UNDER SECTION 34 OF THE ARBITRATIONAND CONCILIATION ACT, 1996 (“ACT”) IS NOT APPEALABLE UNDER THEACT.

The Hon’ble Supreme Court in its recent judgment dated December 10, 2019 in the matter title as “BGS SGS SOMA JV v. NHPC LTD, CIVIL APPEAL NO. 9307 OF 2019 (ARISING OUT OF SLP (CIVIL) NO.25618 OF 2018), was dealing with the following questions (a)    Maintainability of the appeal under Section 37 of the Act, and (b)   Determination of the “Seat” of the arbitration proceedings? Brief Facts : BGS SGS SOMA JV (“Petitioner”) was awarded with a contract for construction of diversion Tunnels at Assam and Arunachal Pradeshby NHPC Ltd. (Respondent). There was an Arbitration Clause in the agreement which stated that “Arbitration Proceedings shall be heldat New Delhi/ Faridabad”. A dispute arose between the parties and Notice of Arbitration was issued by the Petitioner to theRespondent. Subsequently, the Arbitral Tribunal was constituted and an award was passed in favor of the Petitioner. Aggrieved bythe award, the Respondent filed an application under Section 34 (“Petition”) of the Act before the District Court, Faridabad. Thispetition was later transferred to the Commercial Court, Gurugram. The Petitioner had filed an application under Section 151 readwith Order VII Rule 10 of the Civil Procedure Code, 1908 (“CPC”) and Section 2(1)(e)(i) of the Act, seeking the return of the petitionfor presentation before the Courts at New Delhi and/ or Assam. The Commercial Court, Gurugram, allowed the application of thePetitioner and returned the petition of the Respondent for presentation before the Courts at Delhi. Against this order, theRespondent filed an appeal under Section 37 (“Appeal”) of the Act read with Section 13(1) of the Commercial Courts Act, 2015 beforethe Hon’ble High Court of Punjab and Haryana. The High Court while allowing the appeal, held that, Delhi being only a convenient“Venue” for the arbitration proceedings, could not be the “Seat” of arbitration proceedings.  The Petitioner challenged the order of the High Court before the Hon’ble Supreme Court. The Supreme Court while dealing with thequestion as to maintainability of the appeal, considered the interplay between Section 37 of the Act and Section 13 of the CommercialCourts Act, as laid down in the judgment in “Kandla Export Corporation & Anr. v. M/s OCI Corporation & Anr”. The Supreme Court observed that Section 13 (1) of the Commercial Courts Act only provides forum for filing appeals, and to considerthe maintainability of the present appeal what needs to be looked at is the parameters under Section 37 (1) (c), which states that, anappeal can be filed against the order of “setting aside or refusing to set aside an arbitral award under Section 34.”. The Supreme Courtobserved that where the “Venue” of the arbitration proceedings has been expressly agreed by the parties, the conclusion would bethat the stated “Venue” is also the “Seat” of the arbitration proceedings, unless there is an agreement contrary tothe same or there exist other contrary indicia. Accordingly, the Supreme Court observed that since the arbitration clause stated that the “Arbitration Proceedings shall be held at NewDelhi/ Faridabad”, it thereby signified that hearings and passing of the award, was to be at one of the stated places and the expression“shall be held” indicates that the “Venue” is the “Seat” of the arbitration proceedings. The Supreme Court concluded that both theparties have chosen New Delhi as the “Seat” of arbitration and the Courts at New Delhi alone would have exclusive jurisdiction overthe arbitration proceedings, especially since the proceedings along with the award were finally held and signed at New Delhi and notat Faridabad (where the cause of action had arisen). Consequently, the Supreme Court set aside the impugnedorder and directed theRespondent to present the petition before the Courts in New Delhi. Further, relying on various judgments, the Supreme Court alsoheld that the preliminary orders, such as the one in the present case returning the petition to be filed before the competent Court atNew Delhi (as opposed to an order setting aside or refusing to set aside an award) which do not impact the arbitral award are notappealable under Section 37 of the Act.

L E G A L U P D A T E S

L E G A L U P D A T E S P A G E 5

R E C E N T E V E N T S

R E C E N T E V E N T S P A G E 6

CHRISTMAS & NEW YEARCELEBRATIONS24 & 31 DECEMBER 2019

BOTH THE OFFICES CELEBRATED

CHRISTMAS & NEW YEAR WITH

GREAT FERVOR .

PAGE 7

OFF BEAT SECTIONNATIONAL DISHES AROUND THE WORLD !

National dishes are not l ike the national bird or the national coat of arms, they are rarely officially designated as the endorsed dish

representing the country (though in some cases this does indeed happen). A national dish is a country's culinary, and to a large extent,

cultural identity. However, there are some countries which do not have an official national dish. In such countries, some dishes have

gained so much importance that they are considered the de facto - although unofficial - national dish. In some cases, national dishes have

been decided through public voting by organizations (that may or may not have affil iation from the Government). While smaller nations

have a nationally common cuisine, some countries, l ike India, are so vast and diverse in their culinary cultures, that picking just one

national dish is difficult. Some others, l ike England or United States of America, are an amalgamation of so many ethnicities, that their

multiple national dishes reflect the 'melting pot of many cultures' that they have become.

Read on to find out more about some incredible and delicious national dishes eaten across the world that we have found through our

online research.

Mole (mōh-lāy) is the national dish of Mexico: a tantalizing sauce made from sautéed

onions and garlic combined with exotic spices and herbs, ground nuts (such as almonds,

pumpkin seeds or sesame seeds) and chiles, simmered with dark bittersweet chocolate.

MEXICO - MOLE

SPAIN – PAELLAPaella is a popular Spanish rice dish that includes meat, vegetables, and seafood. This

exotic dish originated in the city of Valencia and is said to be a blend of Roman and Arabic

cuisine, which were the two prominent cultures of early Spain.  Spaniards  traditionally

cooked Paella in a special pan over an open fire.

SINGAPORE - HAINANESE CHICKEN RICEHainanese chicken rice is a dish of poached chicken and seasoned rice, served with

chilli sauce and usually with cucumber garnishes. It was created by immigrants from

Hainan in southern China and adapted from the Hainanese dish Wenchang chicken. It is

considered one of the national dishes of Singapore and is most commonly associated

with Singaporean cuisine but is also seen throughout Southeast Asia, particularly

Malaysia where it is a culinary staple.

GERMANY - SAUERBRATENSauerbraten is a German pot roast dish which can be prepared using a variety of meats.

Mort often the Sauerbraten is made using beef but the other more popular versions

include venison, lamb, mutton, pork and in some traditions horse meat as well.

Feijoada is a black bean stew with beef and pork that is considered the national dish of

Brazil. It was brought to Brazil by the Portuguese, and is also eaten in other former

Portuguese colonies such as Angola, Mozambique, and Goa, India. Feijoada takes

several hours to cook, and is usually eaten with the entire family on weekends.

BRAZIL – FEIJOADA

O U R O F F I C E S

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DISCLAIMER: This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referredto herein. Readers should take legal advice before applying the information contained in this publication to specific issues or transactions.