Corporate & Commercial Law

Company formation, constitutional documents and governance requirements.

A company's memorandum and articles of association, board processes and statutory registers form the basis of its governance under the Companies Act, 2013 and the rules made under it.

Duties of directors, board decisions and shareholder rights.

Directors' duties are set out in Section 166 of the Companies Act, 2013. Shareholder rights arise from the Act, the articles of association and any shareholders' agreement.

Drafting, review and interpretation of commercial agreements.

Commercial relationships are generally documented through agreements such as supply, distribution, services, licensing and shareholders' agreements, governed by the Indian Contract Act, 1872. Many contain arbitration clauses.

See also: Arbitration, Mediation & ADR.

Contractual breaches, damages, recovery and related remedies.

Remedies for breach of contract may include damages under Sections 73 and 74 of the Indian Contract Act, 1872, specific performance or injunction, depending on the contract and the facts. Dishonoured cheques in commercial dealings may raise separate issues.

See also: Civil Litigation & Court Proceedings; Cheque Dishonour & Section 138 NI Act.

Commercial disputes before Commercial Courts and Commercial Divisions.

Commercial disputes of specified value are heard by Commercial Courts and Commercial Divisions of High Courts under the Commercial Courts Act, 2015, which also provides for pre-institution mediation under Section 12A in suits not contemplating urgent interim relief.

See also: Civil Litigation & Court Proceedings.

Petitions before the NCLT under the Companies Act, 2013.

Members may apply to the National Company Law Tribunal for relief against oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013, subject to the eligibility requirements in Section 244.

See also: NCLT, NCLAT, IBC & Insolvency.

Corporate restructuring, schemes of arrangement and joint ventures.

Compromises, arrangements and amalgamations are governed by Sections 230 to 240 of the Companies Act, 2013 and require sanction of the NCLT, while insolvency-linked restructuring falls under the IBC.

See also: NCLT, NCLAT, IBC & Insolvency.

Statutory compliance, filings and regulatory requirements.

Companies have periodic filing and compliance obligations under the Companies Act, 2013 and other applicable laws. Non-compliance may lead to penalties or proceedings before the relevant authorities.

Partnership firms, LLPs and related disputes.

Partnership firms are governed by the Indian Partnership Act, 1932 and LLPs by the Limited Liability Partnership Act, 2008. Disputes between partners are often subject to arbitration clauses in the partnership deed or LLP agreement.

See also: Arbitration, Mediation & ADR.

Business relationships with employees, vendors and service providers.

Businesses deal with employees, vendors and service providers under contracts and the applicable labour and commercial laws. Financing arrangements with banks may also involve recovery proceedings.

See also: Labour, Employment & Service Matters; Banking, Finance, DRT & SARFAESI.

Appeals and higher-court proceedings in commercial matters.

Appeals from Commercial Courts lie under Section 13 of the Commercial Courts Act, 2015, and further proceedings may be taken to the Supreme Court in appropriate cases.

See also: Constitutional, Writ & Administrative Law.