Corporate and Regulatory Advisory, Indore

Alongside its litigation practice, the chambers advise institutions and businesses on matters arising before a dispute begins. Our modus operandi emphasises due diligence, meticulous drafting, and anticipatory legal planning to pre-empt future disputes.

Contracts

Most commercial litigation traces back to a clause that was never read carefully. The work here is drafting and review of:

• Agreements for sale, lease, leave and licence
• Supply, distribution and service agreements
• Loan, hypothecation and guarantee documents
• Employment contracts and confidentiality undertakings
• Settlement and family arrangement deeds
• Powers of attorney

Particular attention goes to the clauses that decide what happens when the relationship fails: the arbitration clause, the jurisdiction clause, indemnity, limitation of liability, termination, and the events that constitute default.

Stamp duty and registration

An instrument that is insufficiently stamped is not admissible in evidence until the duty and penalty are paid, and an instrument that requires registration and is unregistered cannot be received in evidence of the transaction it records. These are not technicalities. They surface years later at the point where the document matters most, and by then the cost of curing the defect is far higher than the duty would have been.

Notices and regulatory correspondence

Replying to a statutory or regulatory notice is a stage at which the factual record is created. What is said, and what is omitted, is relied upon afterwards. The chambers draft and settle replies to notices from municipal and development authorities, revenue authorities, labour authorities, consumer forums and regulators.

Company and LLP matters

Advice on incorporation, alteration of the memorandum and articles, board and shareholder resolutions, director appointment and resignation, charge creation and satisfaction, annual compliance under the Companies Act 2013, and conversion and structuring questions for limited liability partnerships.

Insolvency

Advisory work on the position of operational and financial creditors under the Insolvency and Bankruptcy Code 2016, on the demand notice under Section 8, on the consequences of the moratorium under Section 14, and on the distinct position of personal guarantors.

Due diligence

Title due diligence for property transactions, and document due diligence before lending, acquisition or settlement. The purpose is to identify what would be argued against the transaction if it were later challenged, while there is still time to address it.

Frequently asked questions

What is the difference between advisory work and litigation?

Advisory work happens before there is a dispute: drafting the contract, replying to the notice, checking the title, structuring the transaction. Litigation happens after. The value of advisory work is that it addresses, cheaply and in advance, the questions that become expensive once a matter is in court.

Why does insufficient stamp duty matter?

Under the Indian Stamp Act 1899 an instrument that is not duly stamped cannot be admitted in evidence for any purpose until the duty and the penalty are paid. The penalty can be several times the original duty. The defect is usually discovered at trial, when the document is tendered and objected to, which is the worst possible moment to discover it.

Is an unregistered agreement to sell valid?

It does not transfer title, and under Section 49 of the Registration Act 1908 an unregistered document affecting immovable property cannot be received as evidence of the transaction. The proviso allows it to be received as evidence of part performance under Section 53A of the Transfer of Property Act and in a suit for specific performance. The position is narrow and turns on the terms of the document.

What should an arbitration clause contain?

At a minimum, a clear reference of disputes to arbitration, the number of arbitrators and the manner of appointment, the seat and the venue, the governing law, and the language. Ambiguity in the seat and in the appointment mechanism generates most of the applications under Sections 9 and 11, so those two are worth settling carefully at the drafting stage.

When should legal advice be taken on a notice?

On receipt, and before the period stated in it expires. Statutory and municipal notices commonly allow a very short time, and the reply filed within that period becomes the factual record on which any later challenge is decided. Facts and documents not placed on record at that stage are difficult to introduce afterwards.