National Workshop on Academic-Industry Interface on Contempo- Rary Developments in Corporate Law

NATIONAL WORKSHOP ON ACADEMIC-INDUSTRY INTERFACE ON CONTEMPO- RARY DEVELOPMENTS IN CORPORATE LAW

Organised by Corporate Law Committee, School of Law September 14-15, 2018

VENUE: 911, 9th FLOOR, CENTRAL BLOCK, MAIN CAMPUS, CHRIST [DEEMED TO BE UNIVERSITY] HOSUR ROAD, BANGALORE INDEX

I. EVENT DESCRIPTION II. DESCRIPTION OF THE SPEAKERS III. DETAILED EVENT SCHEDULE IV. PARTICIPANTS - LIST OF PARTICIPATING COLLEGES - LIST OF EXTERNAL PARTICIPANTS - LIST OF INTERNAL PARTICIPANTS V. BUDGET VI. SESSION BRIEFS VII. PHOTOGRAPHS I. EVENT DESCRIPTION: The legal practice of Mergers and Acquisitions and Insolvency and Bankruptcy in the recent past has become a vast and profitable area, with many lawyers working both for corporations and firms. It is a competitive environment and one where added skills and expertise can give both firms and individual lawyers a real edge. Recognizing the intensity of this area of corporate and commercial laws, School of Law, CHRIST (Deemed to be University) had organized a National Workshop on Academic- Industry Interface on Contemporary Developments in Corporate and Commercial Laws on September 14-15, 2018.

The two days’ workshop provided conceptual, practical and actionable insights into contemporary legal aspects of IBC & M&A. It sought to bring academia and legal industry together and would enable Corporate and commercial Law teachers and students to bridge the gap between the class- room learning and their career objectives. In particular, our panel themes critically address ed recent legal issues and developments in insolvency law and mergers and acquisitions. The themes for the workshop were as follows: • Practical Insights into Mergers & Acquisitions in India • Mapping the Interface Between Insolvency and Bankruptcy Code and Allied Laws

II. DESCRIPTION OF THE SPEAKERS: 1. Mr. Yashasvi Mohanram, Partner at Platinum Partners Mr. Yashasvi graduated from National Law School, Bangalore, in 2001. He is also a qualified company secretary and has completed a PGP in Management from the Indian School of Business, Hy- derabad. He heads Platinum Partners’ Bangalore office and represents leading corporate clients on a variety of transactional and related corporate matters. Prior to Platinum Partners, Yashasvi worked with Infosys Technologies in Bangalore, Daulet-Singh & Associates in Delhi, and with White & Case in Singapore.

2. Mr. Ajay G. Prasad, Senior Associate at Kochhar & Co. Mr. Ajay is currently working as a Senior Associate at Kochhar & Co., Bangalore. His practice ar- eas include- Mergers and acquisitions, joint ventures and advising on strategic investments, General corporate, Regulatory and compliance and Insolvency and bankruptcy. He was a faculty member at the Institute of Company Secretaries of India and has taught courses on corporate laws.

3. Mr. Siddharth Raja, Partner at Argus Partners A Gold Medalist with a B.A., LL.B. (Hons.) degree from National Law School of India University, Bangalore. He holds an LL.M. in International Economic Law from the University of Warwick’s Law School in the U.K. Mr. Siddharth has previously worked in Hong Kong at the international law firm, O’Melveny & Myers. He, later co-founded Narasappa, Doraswamy & Raja that merged to form Samvad Partners in 2013. Mr. Raja merged his practice with Argus Partners in 2016 and is currently a Senior Partner and National Executive Director of Argus Partners.

4. Mr. Arunabh Choudhary Mr. Arunabh is a gold medalist with dual masters in Law and Management from the National Law University, Jodhpur (NLUJ), and is equipped with final pass credential from the Institute of Com- pany Secretaries of India (ICSI). He is enrolled with the Bar council of Maharashtra and Goa. Mr. Arunabh is a Partner at Juris Corp. His practice portfolio encompasses Securities Markets, Commercial Laws, Private Equity transactions, Taxation, Competition Law, Policy Advisory and Tech Law.

5. Mr. Hari babu Thota, Insolvency Professional Mr. Hari Babu is currently an Insolvency Professional, and has also been the Chairman at the Ban- galore Chapter of Institute of Companies Secretaries of India (ICSI).

6. Mr. Dushyanta Kumar, Company Liquidator Mr. Dushyanta Kumar is currently the Company Liquidator of the United Breweries Ltd. & the Kingfisher Ltd., he has also been appointed as the Insolvency Professional.

7. Ms. Aparna Ravi, Partner at Samvad Partners Ms. Aparna Ravi is currently a Partner at Samvad Partners. Aparna’s practice focuses on banking and finance, insolvency law, private equity and venture capital investments and general corporate advisory matters. Prior to joining Samvad, Aparna worked in the corporate and capital markets de- partments at the New York and London offices of the law firm, Weil Gotshal & Manges, and subse- quently as in-house counsel at Credit Suisse in London. Aparna was a member of the Bankruptcy Law Reform Committee constituted by the Central Gov- ernment. She recently edited the 6th edition of Mulla The Law of Insolvency in India that was pub- lished by Lexis Nexis in September 2017. She is qualified to practice law in India and in the State of New York.

8. Mr. Tejas S.R. Mr. Tejas has a B.A., LL.B. (Hons.) degree from University Law College, Bangalore University and holds an LL.M. from London School of Economics and Political Science. He is currently a Manag- er at Due Associates and previously worked as a Senior Associate there. He has also worked at Aditya Sondhi Law Chambers and J. Sagar Associates.

III. DETAILED EVENT SCHEDULE:

DAY 1- SEPTEMBER 14, 2018

REGISTRATION AND SUBMISSION OF 8:15 A.M.- 8:45 A.M. DOCUMENTS PARTICIPANTS TO BE SEATED 8:45 A.M.

INAUGURAL ADDRESS - 9:00 A.M.- 9:30 A.M. CHIEF GUEST Dr. Aditya Sondhi Senior Advocate, Karnataka High Court

SESSION 1 SPEAKER Mr. Yashasvi Mohanram Partner, Platinum Partners TOPIC Working of SEBI SAST Regulations, 2011 TIME 9:30 A.M.- 10:40 A.M. SESSION 2 SPEAKER Mr. Ajay G. Prasad Senior Associate, Kochhar & Co. TOPIC Recent Trends in the Indian M&A Landscape TIME 10:50 P.M.- 12:00 NOON

LUNCH BREAK- 12:00 NOON - 12:45 P.M. VENUE: IVY HALL, AUDI BLOCK

SESSION 3 SPEAKER Mr. Siddharth Raja Senior Partner & National Executive Director, Argus Partners TOPIC Key Changes in and Implications of Cross Border Mergers in India TIME 1:00 P.M. - 2:10 P.M.

SESSION 4 SPEAKER Mr. Arunabh Choudhary Partner, Juris Corp TOPIC Corporate Restructuring as a Resolution Mechanism TIME 2:20 P.M.-3:30 P.M.

CONCLUSION OF DAY 1 ANNOUNCEMENTS FOR DAY 2

REFRESHMENTS

DAY 2- SEPTEMBER 15, 2018 SESSION 1 SPEAKER Mr. Dushyantha Kumar Company Liquidator of the United Breweries Ltd. & Kingfisher Ltd TOPIC IBC: Recent Developments TIME 9:30 A.M.- 10:40 A.M.

SESSION 2 SPEAKER Mr. Hari Babu Thota Insolvency Resolution Professional TOPIC Conflict between IBC & SARFAESI: Delu- sional or Real ? TIME 10:50 A.M.- 12:00 NOON

LUNCH BREAK- 12:00 NOON - 12:45 P.M. VENUE: IVY HALL, AUDI BLOCK

SESSION 3 SPEAKER Mr. Tejas S.R. Manager, Dua Associates TOPIC IBC and Banking Sector: For Whom the Bell Tolls? TIME 1:00 P.M. - 2:10 P.M.

SESSION 4 SPEAKER Ms. Aparna Ravi Partner, Samvad Partners TOPIC Interface Between IBC & RERA : Who Holds the Ground? TIME 2:20 P.M.-3:30 P.M. VOTE OF THANKS

CHRIST ANTHEM

DISTRIBUTION OF CERTIFICATES REFRESHMENTS

IV. PARTICIPANTS: • Total no. of participants: 151 • Number of External Participants: 67 - Students: 60 - Academicians/practising advocates/project fellows: 7 - Total number of colleges: 24 (Excluding School of Law, Christ) - Outstation: 17 - Local: 7 • Number of Internal Participants: 84

A. LIST OF PARTICIPATING COLLEGES OUTSTATION COLLEGES 1. Amity University, Lucknow Campus 2. Dr. Ambedkar Global Law Institute, Tirupati 3. Dr. Ambedkar Law University, Chennai 4. ICFAI Law School, Hyderabad 5. Kristu Jayanti College of Law

6. National Law University, Odisha 7. New Law College, Bharathi Vidyapeeth Deemed University, Pune 8. NMIMS, Mumbai, Maharashtra 9. Osmania University, Hyderabad 10. School of Excellence in Law, Chennai 11. School of Law, SASTRA Deemed University

12. School of Law, SRM Institute of Science and Technology, Chennai 13. School of Legal Studies, CUSAT 14. Symbiosis School of Law, Hyderabad 15. Symbiosis School of Law, Pune 16. Tamil Nadu National Law University 17. Vels University, Chennai 18. VIT School of Law, Chennai

COLLEGES IN BANGALORE 1. Alliance School of Law 2. Bangalore Institute of Legal Studies 3. BMS College of Law 4. Christ (Deemed to be University) 5. Ramaiah Institute of Legal Studies

6. School of Legal University, CMR University

B. LIST OF EXTERNAL PARTICIPANTS:

NAME DESIGNATION INSTITUTION Rashmi P Student (3rd Year) Alliance School of Law, Bengaluru Tellmy Jolly Student (4th Year) Alliance School of Law, Bengaluru Bharath Mohan Student (4th Year) Alliance School of Law, Bengaluru Sanjuktha A. Yermal Student (4th Year) Alliance School of Law, Bengaluru Riya Abraham Student (4th Year) Alliance School of Law, Bengaluru Sushmita Singh Student (4th Year) Alliance School of Law, Bengaluru Aachal Sah Student (4th Year) Alliance School of Law, Bengaluru Mummadi Jahnavi Student (4th Year) Alliance School of Law, Bengaluru Kanksha Hemanth Gowda Student (4th Year) Alliance School of Law, Bengaluru Amity University, Lucknow Cam- Lakshya Dembla Student (5th Year) pus Amity University, Lucknow Cam- Shiam Agarwal Student (5th Year) pus Bangalore Institute of Legal Stud- Asha H.G. Student (3rd Year) ies Bangalore Institute of Legal Stud- Swarnitha Kamineni Student (4th Year) ies Bangalore Institute of Legal Stud- Aakarsh K Reddy Student (4th Year) ies Bangalore Institute of Legal Stud- Nathash Bets Student (4th Year) ies Bangalore Institute of Legal Stud- Hasmeet Kaur Kalra Student (5th Year) ies Bangalore Institute of Legal Stud- Aditya Vijay Kumar Student (4th Year) ies Divya Shree Student (4th Year) BMS College of Law, Bengaluru Aishwaya. V Student (4th Year) BMS College of Law, Bengaluru V Hema Student (4th Year) BMS College of Law, Bengaluru Christ (Deemed to be University) Neetha Kurian Ph.D Scholar (Symbiosis, Pune) Vijaya Lakshmi Raju Student (4th Year) Dr. Ambedkar Global Law Institute Mrs. Suman Devi M. Student (2nd Year) Dr. Ambedkar Global Law Institute Reddy Sai Geetha Student (4th Year) Dr. Ambedkar Global Law Institute B. Parth Saradhi Student (1st Year) Dr. Ambedkar Global Law Institute G Rohan Student (5th Year) Dr. Ambedkar Law University Janakiraman Student (5th Year) Dr. Ambedkar Law University Rukmini Desai Faculty Associate ICFAI Law School Niharika Hema Raj Advocate Independent Practice Kristu Jayanti College of Law, Mahesh S. Betasur Asst. Professor Kochi Kristu Jayanti College of Law, Jopsy Elsa George Student (2nd Year) Kochi Ms. Maria Hansdah Student (2nd Year) National Law University, Odisha Ms. Ruchi Lakra Student (2nd Year) National Law University, Odisha Ms. Shibani Samarpita Ojha Student (2nd Year) National Law University, Odisha Ms. Nishtha Arora Student (2nd Year) National Law University, Odisha New Law College, Bharati Vidyapeeth Deemed University, Sharika Sristi Student (3rd Year) Pune Mohini Singh Student (2nd Year) NMIMS School of Law, Mumbai Mr. M. Shanthikiran Student (3rd Year) Osmania University, Hyderabad Ramiah Institute of Legal Studies, Tanya Mehta Student (2nd Year) Bengaluru Ramiah Institute of Legal Studies, Riya Saxena Student (2nd Year) Bengaluru Ramiah Institute of Legal Studies, Shivani Kaharwar Student (2nd Year) Bengaluru School of Excellence in Law, Adeeb Shah Student (5th Year) Chennai School of Excellence in Law, Aditya.S Student (4th Year) Chennai School of Excellence in Law, Sindhu G Student (4th Year) Chennai School of Excellence in Law, Aarthi M.G. Student (4th Year) Chennai School of Excellence in Law, M. Gnana Deepika Student (4th Year) Chennai School of Excellence in Law, Sonali J. Student (4th Year) Chennai School of Excellence in Law, Vishal Prakash Student (4th Year) Chennai School of Excellence in Law, Prarthana M. Student (4th Year) Chennai School of Excellence in Law, Amrutha Shankar Student (3rd Year) Chennai School of Excellence in Law, M. Jenny Clinton Student (3rd Year) Chennai School of Excellence in Law, Niraimathi N Student (5th Year) Chennai School of Law, SASTRA Deemed Abhishek P Student (5th Year) University, Thanjavur Aishwarya Chandra School of Law, SRM Institute of Ravi Asst. Professor Science and Technology, Chennai School of Legal Studies, CMR Amlanika Bora Asst. Professor University, Bengaluru School of Legal Studies, CUSAT, Dr. Preetha S Asst. Professor Kochi Mrs. Shruthi Project Fellow, UGC- School of Legal Studies, CUSAT, Manohar SAP Kochi Mr. S. Suriya- narayanan Advocate SSN Lawyers, Surat Shivam Mishra Student (3rd Year) Symbiosis Law School, Hyderabad Isha Srivastava Student (2nd Year) Symbiosis Law School, Hyderabad Rajath Ratna Student (4th Year) Symbiosis Law School, Hyderabad Leepakshi Rajpal Student (4th Year) Symbiosis Law School, Hyderabad Mayank Vats Student (4th Year) Symbiosis Law School, Hyderabad Siddhi Shubhangi Student (3rd Year) Symbiosis Law School, Hyderabad Amrusha Monga Student (4th Year) Symbiosis Law School, Pune Tamil Nadu National Law Univer- Deeksha Agrawal Student (3rd Year) sity Tamil Nadu National Law Univer- Nivea S.R. Student (3rd Year) sity Tamil Nadu National Law Univer- Sharanya K. Student (3rd Year) sity Tamil Nadu National Law Univer- Shubham S. Biswal Student (3rd Year) sity Mr. Aman Deep Tamil Nadu National Law Univer- Sharan Student (2nd Year) sity Mr. Shubhang Go- Tamil Nadu National Law Univer- masta Student (5th Year) sity S. Yashwont Kiran Student (4th Year) Vels University, Chennai Muthukumar C S Student (4th Year) Vels University, Chennai R. Dinesh Kumar Student (4th Year) Vels University, Chennai Mr. S.K. Adita Narayan Student (4th Year) Vels University, Chennai M. Rittika Student (3rd Year) VIT School of Law, Chennai P.N. Navinaa Student (4th Year) VIT School of Law, Chennai Dr. R Kesavamoor- thy Asst. Professor VIT School of Law, Chennai J. Aravind Student (3rd Year) VIT School of Law, Chennai R. Krishna Student (3rd Year) VIT School of Law, Chennai R. Rishi Ganesh Student (3rd Year) VIT School of Law, Chennai G. Nishanth Student (3rd Year) VIT School of Law, Chennai Jocylin Julie Student (3rd Year) VIT School of Law, Chennai Rishi Ganesh Student (3rd Year) VIT School of Law, Chennai Aditi Kompella Student (4th Year) VIT University, Chennai

C. LIST OF INTERNAL PARTICIPANTS FILE ATTACHED

V. BUDGET: FILES ATTACHED- SCANNED APPROVED COPY

VI. SESSION BRIEFS

DAY 1: PRACTICAL INSIGHTS INTO MERGERS & ACQUISITIONS IN INDIA

SESSION 1: Working of the SEBI SAST Regulations, 2011 Mr. Yashasvi Mohanram, Partner at Platinum Partners, elaborately dealt with the Working of the SEBI (Sub- stantial Acquisition of shares and Takeover) Regulations, 2011. Calling the Regulation a code, he emphasised upon the qualitative and quantitative fixation of threshold limits by regulators. The Indian postition along with an analysis of the trigger limits on open offer obligations was also discussed, wherein the pragmatic approach adopted by the SEBI in adopting a hybrid model was highlighted. In his talk, Mr. Yashashvi also dealt with several key terms in the SAST Regulations such as 'control' and 'persons acting in concert' and the position of promoters in context. After almost a year SEBI decided to take a conscious stance and because of the nature of cases in front of them they have decided to stick with the subjective test on a case to case basis. Therefore, it was concluded that as things stand, control is still a very subjective test. Lastly, hostile takeovers, including the two potential rules for hostile takeovers, i.e., Untrigerred mandatory offers and Combined takeover and delisting offers was discussed.

SESSION 2- Recent trends in the Indian M&A Landscape Session 2 of Day 1 was on the topic ‘Recent trends in the Indian M&A Landscape’. The speaker Mr Ajay G Prasad, Senior Associate, Kochhar & Co. started the session by explaining how Mergers and Acquisi- tions has emerged as a key growth for Indian Corporates. He stated that the transactions relating to Mergers and Acquisitions are governed by various legislations like the Income Tax Rules, The Competition Act, The Indian Stamp Act, Indian Companies Act and also in the Insolvency and Bankruptcy Code, 2016. The Speak- er further talked about different ways of acquiring a company. He concluded the session by elaborating on various provisions governing M&A under various legislations as well as rules & regulations.

SESSION 3 - Key Changes in & Implications Of Cross Border Mergers in India Mr. Siddharth Raja, Senior Partner and National Executive Director, leads the corporate and transactional team at Argus Partners. During the course of his presentation, Sir addressed various questions ranging from the basics such as what mergers and acquisitions mean to the core area of cross border mergers. He classified mergers and acquisitions by transactional intention i.e., both financial and strategic and transactional structure i.e., for equity purposes. Further, he defined cross-overs or hybrids as depending upon the control so established after the completion of the transaction.

Speaking about cross border mergers, Sir briefly spoke about inbound and outbound mergers stating that the jurisdictions which are involved are only two in number. Later, the focus of the session was on the RBI Reg- ulations, 2018 pertaining to cross border mergers and its relation to Companies Act, 2013 wherein, the key mentions were about the provisions such as pricing guidelines, sectoral caps, conditions and reporting re- quirements.

About acquisitions, Sir broadly explained the concept by broadly classifying it as asset acquisitions and share acquisitions. Furthermore, the session also contained insights about various issues involved in the process of acquisitions such as, tax issues, nature of assets, history as well as current status of the seller. He then spoke about cross border transactions, both inbound and outbound and involvement of FEMA, and issues of Forex i.e., FDI, AIF’s to state a few. Mr. Siddharth made the session interactive by not only providing the above mentioned theoretical aspects but also gave current examples of Walmart, Flipkart and Daichi to provide a better understanding of all the concepts.

SESSION 4: Corporate Restructuring as a Resolution Mechanism under Indian Law Mr. Arunabh Chaudhary, Partner Juris Corp delivered the fourth session on “Corporate Restructuring as a Resolution Mechanism” on Day 1. The session kickstarted with understanding the meaning and rationale behind corporate restructuring- firstly, as a mode of growth and increased profitability and secondly, as a resolution mechanism. Debt servicing, change of management and change in equity holdings were explained to be certain modes of restructuring. Several case studies, for instance, L&T’s demerger of its cement business, were discussed for better understanding of demerger and acquisition respectively, as a tool for debt restructuring. The rising problem of Non-Performing Assets and how the Restructuring Process could be used to get the NPAs back on track, was also discussed. The session further deliberated on Strategic Debt Restructuring, Sustainable Structuring of Stressed Assets and the mechanism under the SARFAESI Act. From the erstwhile regime, the session gradu- ally progressed towards the One Stop Resolution Mechanism under the Insolvency And Bankruptcy Code, 2016. Further, the procedure under the Code, for the same, was dealt with in elaborate detail for facilitating better understanding.

DAY 2: MAPPING THE INTERFACE BETWEEN INSOLVENCY AND BANKRUPTCY CODE AND ALLIED LAWS

SESSION 1 & 2: IBC- Recent Developments and Conflict between IBC & SARFAESI: Delusional or Real? The Speakers Mr. Dushyant Kumar and Mr Hari Babu Thota, highlighted the rise in Indian econo- my and ease of doing business ranking due to the recent legislation Insolvency and Bankruptcy Code, 2016. The Speakers also highlighted that how the realization of assets would now not be a problematic task as compared to the situation before the enactment which took nearly 4-5 years for the realisation of assets. Giving a brief overview on IBC, the speakers went on to discuss the need of IBC. Citing the example of Essar Steel the speakers also discussed that how the new legislation will help reduce Non-Performing Asset. The Applicability of the Code was discussed. Also, the ad- judication process and the regulatory mechanisms was also explained in the event.

SESSION 3: IBC & Banking Sector: For Whom the Bell Tolls?

SESSION 4: Who Holds the Ground ? Interface Between IBC & RERA The interface between the Insolvency and Bankruptcy Code 2016 and the Real Estate Regulation Act was examined. Stepping back the Insolvency and Bankruptcy Code, 2016 and Real Estate Reg- ulation Act are two different acts with completely different objectives.

First of all the Insolvency and Bankruptcy Code, 2016 is a law of general application meant to cover all entities. The purpose being to reorganise insolvency and resolutions in a time bound man- ner. On paper this law is more creditor friendly, but ultimately it protected operational creditors, employees and giving debtors an easy exit and this balance is crucial. It also sets up a whole new structure and profession. While, the Real Estate Regulation Act it is a sector specific regulation which aims at allowing regulation and promotion of the real estate sector in order to protect the consumers interest in the real estate sector and to establish the real estate regulatory authority. The point of intersection lies in the question whether home buyers could be considered to be creditors.

In reference to the case of JAYPEE INFRATECH, the SC did not grant the homebuyers prayers which were as follows: • To stay the insolvency proceedings pending resolution of homebuyers actions in consumer court. • To be treated as secured creditors, on par with banks and financial institutions.

The SC did not grant these but recognized that the resolution plan would look after the interests of the homebuyer. While, Insolvency and Bankruptcy Code, 2016 was intended to assist companies, banks and provide speedy legislation and now it is a huge aspect in the real estate market as they are considered as financial creditors. A home buyer does not suffice such a criteria. The purpose of giving the real estate developer the advance is to get the house.

While, homebuyers are considered financial creditors, they aren’t considered secured financial creditors and the legislation is silent about it which means they’ll have to prove how they are secured financial creditors. It also says very clearly what the homebuyer can do upon non delivery of project on time. it is much more stringent for the real estate developers now and with these protections of Real Estate Regulation Act going forward the consumers will look lesser towards the Insolvency and Bankruptcy Code, 2016 as it protects consumers from a much earlier stage unlike the IBC, where you can only go to at the time of default.

Real Estate Regulation Act is being made effective and thus the Insolvency and Bankruptcy Code, 2016 is not made to solve sector specific problems such as the problems of the real estate sector and it should rather be consumer protection legislations such as the Real Estate Regulation Act which take care of the people.

VII. PHOTPGRAPHS FILES ATTACHED