anant merathia ba (eco), masters (foreign trade), llm ... · compliance with ibc, 2016 advising...

Anant Merathia

ANANT MERATHIA

BA (Eco), Masters (Foreign Trade), LLM (Singapore), FCIArb (London)

PROFESSIONAL PROFILE (EXECUTIVE SUMMARY)

Anant is a practicing litigation and alternative disputes resolution lawyer with over 14 years of experience in

India and Singapore. Anant heads AMA, a boutique corporate litigation and ADR practice firm. Anant focuses

on corporate, commercial litigations and arbitrations and is predominantly involved in corporate insolvency

and restructuring of companies under the Insolvency & Bankruptcy Code, 2016 apart from corporate

advisory, shareholder litigations and commercial arbitrations.

Anant is widely engaged in advising key stakeholders under the new Insolvency & Bankruptcy Code, 2016

such as operational creditors, financial creditors, insolvency professionals, resolution applicants, corporate

debtors, guarantors, employees on insolvency matters before National Company Law Tribunals at Chennai,

Hyderabad, Mumbai, Chandigarh and Bangalore and NCLAT, Delhi (popularly known as the “Insolvency

Courts” in India).

In arbitration practice, Anant appears for clients in contractual, commercial, infrastructure, engineering and

joint venture disputes. Anant is also an active mediation counsel and has advised parties in complex

shareholder disputes in mediation. Anant also acts as a Mediator in commercial disputes.

Anant is also a Fellow of Chartered Institute of Arbitrators (CIArb), and empanelled as an Arbitrator or

Mediator with various international organizations such as LCIA – Mauritius International Arbitration Centre,

CIETAC, THAC, KLRCA, CRCICA, YMI Hague and others.

Anant has been awarded the prestigious “Rising Star” Award in March 2016 by Legal Era Magazine at Mumbai

and his firm has been recognized for their outstanding contribution and work done in the field of “Insolvency

and Bankruptcy Code 2016” by Indian Mediation Week and Niti Aayog in collaboration with NUJS and ODR

ways.

Anant is also a prominent speaker on Insolvency & Bankruptcy Code, 2016 and ADR mechanisms. He has

delivered lectures at events of Institute of Company Secretaries of India, Institute of Chartered Accountants

of India, Institute of Cost Accountants of India, Institute of Directors, Federation of Indian Hire Purchase

Associations, Finance Companies Association of India, Agratrade, TexValley, Rotary, EO, Round Table and

many sector specific forums.

Anant has also been a guest faculty at courses of CIARB, India; National Law University, Trichy; has done

arbitration trainings at Myanmar & Bangladesh and presented a session of Mediation at WMO-THAC

Anant Merathia

Conference in Bangkok amongst others. Anant regularly contributes articles to leading newspapers and

journals, and lectures on a variety of current legal issues.

After completing his LLM at NUS, Singapore in 2006, Anant worked with Singapore law firms as a Registered

Foreign Lawyer in their corporate and arbitration departments. As part of his practice there, he was actively

involved in advising Singapore listed companies and Banks on Indian law issues and on various international

transactions, mergers & acquisitions, transactions including exhaustive due diligence exercises, commercial

agreements, joint ventures, investment and shareholder agreements, employee stock options schemes, etc.

As part of the arbitration department, he assisted in international arbitration matters.

CORE PRACTICE AREAS

Anant & his firm AMA specialize in:

CORPORATE RESTRUCTURING & INSOLVENCY PRACTICE

Advised and represented multiple operational and financial creditors, corporate

debtors/corporations in IBC, 2016 cases before National Company Law Tribunals (“NCLT” or

Insolvency Courts of India) in corporate insolvency proceedings

Advised and represented operational & financial creditors on rejection of claim issues, seat in

Committee of Creditors; employees as stakeholders before NCLT; Resolution Applicants, personal

guarantors, Insolvency Professionals’, liquidators & third parties on several issues during corporate

insolvency resolution process before NCLTs

Advising Insolvency Professionals on various aspects of the corporate insolvency resolution process

against suspended Management and other stakeholders; and in structuring Resolution Plans in

compliance with IBC, 2016

Advising corporations facing winding up & corporate insolvency proceedings from secured and

unsecured creditors, financial institutions

COMMERCIAL LITIGATION & RESTRUCTURING

Anant Merathia, the Founding Partner of AMA, has personally specialized in this practice for over a decade.

Following are a few work highlights:

Advised clients in shareholder disputes of oppression and mismanagement of companies.

Represented minority and majority groups in family run companies and Joint ventures

Advised foreign and Indian investors in shareholder litigations and worked on exit route for them as

part of the overall settlement

Advised several listed entities on corporate restructuring through schemes of mergers,

amalgamations, demergers and capital reduction before the Hon’ble High Court of Madras. Handled

several legal issues such as transfer of business undertaking, transfer of pending litigations, share

valuation and swap ratios, representations to SEBI for approval of schemes, holding Court convened

meetings, handling defenses in schemes challenged by shareholders

Anant Merathia

CORPORATE ADVISORY – INDIAN CLIENTS

Advised several clients across multiple sectors on contractual agreements ranging from term sheets,

investment documents (shareholders/share subscription/share purchase agreements), joint

ventures, employment contracts, business finance facilitation agreements

Advised clients on contract review and management of all contracts with vendors, clients,

employees, lease contracts, intellectual property and technology contracts

Assisted clients in summarizing voluminous contract clauses and highlighting specific concern and

exposure areas; eventually assisting in renegotiating the contracts to reduce such exposures

Advised clients in marketing, design, fashion and social media space on franchise, branding,

marketing, non-disclosure, non-compete, IP protection agreements, employee, licensing contracts

Advised clients in Information Technology Sector and Start-ups space on corporate contractual

documents - information technology related contracts, consultancy service agreements, software

development agreements intellectual property agreements - assignment, licensing & protection

agreements; technical and financial collaboration

CORPORATE ADVISORY – INTERNATIONAL CLIENTS

Advised Singapore-based Clients as potential investors in several IT companies in India by way of a

legal due diligence on the Indian company’s available corporate, legal and contractual documents

Advised Singapore, Malaysian, Belgian, US and other foreign companies across sectors such as IT,

pharma, and engineering consultancy on Indian law issues and represented them in negotiations with

the disputing Indian counterparts

Handled disputes involving international sale of goods, Indian company laws, contract laws,

arbitration, intellectual property laws, Government regulations, etc

Advised Singapore and Malaysian companies in acquisitions of Indian target entities. Carried out

legal & corporate secretarial due diligence on Indian companies on behalf of the clients acting as

acquirers or investors, resolved red flag issues relating to Indian Companies Act, 1956 and 2013,

FEMA and other legal issues and post-acquisition corporate secretarial compliances

Advised foreign clients across the globe in legal and corporate secretarial searches and due diligence

of Indian companies based on filings with Ministry of Corporate Affairs and available limited

litigation searches including trademark and copyright searches

ARBITRATION & MEDIATION

Advised a real estate company in a joint venture dispute over a commercial project in South India in

a multi-party dispute before an Arbitral tribunal and obtained a substantially favorable sum as

award

Anant Merathia

Advised a Film Production Company in a dispute against its joint venture partners, on several

complex factual issues and settled the matter after multiple rounds of negotiations

Advised two automobile dealers against MNC automobile manufacturers and conducted arbitration

proceedings against them on contractual issues and obtained favorable award apart from partial

settlement on some disputed issues

Advised an engineering company into supply of heavy machineries in an arbitration against a

contractor. The firm’s clients were engaged in a dispute related to a transaction of heavy

engineering goods

Acted as Counsel in commercial mediations over several shareholder disputes in family and closely

held companies wherein several corporate law, company law, breach of trust issues and compliance

defaults are involved and assisted closing settlements ensuring sustenance of brand of the company

is maintained and planned mutually agreeable restructuring of the business is done

Acted as negotiating counsel in over hundred commercial disputes, ranging from shareholder

disputes, management disputes, winding up cases, corporate insolvency disputes, contractual

disputes over IP rights, NDA issues, KMP’s, etc and also in commercial arbitrations

ARBITRATOR/ADJUDICATOR/MEDIATOR

Acted as Sole Arbitrator in cases administered by arbitration institutions in India

Acted a Co-Arbitrator nominated by parties in Construction Disputes in two cases and in other

commercial arbitrations

Acted as Mediator in several family business company shareholder and management disputes and in

several other commercial disputes

Also acted a Sole Arbitrator in voluminous arbitrations relating to defaults of loans towards home

finance companies & financial institutions. The issues mainly were default of monies borrowed. The

question of whether the borrowers have acknowledged the receipt of payments and whether there is

any breach of contract were the main issues. Awards were given and enforced successfully

Presided as Sole Arbitrator in a Joint Venture dispute between 3 Joint Venture partners of a

packaging company. The disputes involved issues of default and consequences of non-compete

clauses, breach of terms of JV and thus termination. This was a fast track arbitration held over 4

months

Acted as a sole arbitrator in a dispute between a private contractor and a non-ferrous metal

company. The dispute involved construction of rail tracts and interior portion of rails utilized inside

the respondent company for transporting manufactured goods to port. Award passed as Sole

Arbitrator in 18 months.

Anant Merathia

REAL ESTATE REGULATION ACT (RERA PRACTICE)

Possess substantial skill in handling and in providing comprehensive legal support and advisory

services to clients across a wide spectrum of stakeholders in the construction industry including but

not limited to builders/developers, real estate agents, home-buyers etcetera. Actively advising

clients who are seeking to establish or expand their presence in the arena of Construction, Land

Development.

SINGAPORE WORK EXPERIENCE (2006-2008)

INTERNATIONAL ARBITRATION

Acted as foreign counsel for the claimant in a contractual dispute involving supply of large

quantities of Bitumen. Key issues involved included defective quality alleged by the buyer and non-

compliance with pre agreed technical specifications

Acted as foreign counsel for a Singapore based corporate finance entity in a contractual claim based

on a business referral agreement against an Indian company. Key legal issues involved included

avoidance of contractual obligations, deemed termination of contract, privity of international

contract and non-compete issues

Acted as foreign counsel for a Singapore based shipping line in a major collision matter involving

complete loss of cargo (passenger vehicles) against the insurer. Legal issues included review of

STCW regulations, international norms on collision of vessels, crew safety compliances and several

private international law issues

CORPORATE

Acted as foreign counsel for a Singapore based company listed on Singapore Stock Exchange (SGX) on

acquisitions of a group of businesses and asset blocks in India in the Iron ore and minerals sector.

Advised on Indian law issues relating to acquisition of companies in India such as foreign party

acquisition of Indian shares, sectoral caps as per FDI norms, FEMA compliances, post-acquisition

corporate secretarial issues

Acted as foreign counsel for a leading Indian heavy machinery manufacturer in a proposed takeover

bid of a Singapore listed company in the same space with the objective of secondary listing of the

clients at SGX. Handled the legal due-diligence of the target Singapore company and advised on

transaction documents such as share purchase agreements and management buy-out contracts.

Acted as foreign counsel for a Singapore subsidiary of an Indian company in the hospitality space in a

transaction involving investment in a Hotel Project in Malaysia. Legal issues involved due diligence

of Malaysian asset, cross border asset purchase agreements and related share subscription and

shareholders agreements

Advised as foreign counsel a group of syndicated borrowers on Indian law issues in relation to an

overseas banking transaction. Involved in review and negotiations of security documents –

debenture, guarantee and share pledge documents in relation to revolving facility loan and ancillary

loan agreements between the bank and syndicated borrowers

Anant Merathia

Worked on various international deals with senior partners including preparation of due diligence

reports for various acquisition transactions and assisted in drafting and reviewing of commercial

agreements and contracts such as joint ventures, investment agreements, business purchase

agreements, franchise agreements, banking and security documents review, etc

Assisted in commercial arbitration cases and conducted substantive research on a wide variety of

legal issues and comparative legal positions. Drafted pleadings and witness statements in relation to

the same.

PROFESSIONAL MEMBERSHIPS

Member of the Bar Council of India

Fellow of the Chartered Institute of Arbitrators (CIArb), UK

MEMBERSHIPS & EMPANELMENTS

Empanelled Arbitrator with THAC - Thailand Arbitration Centre

Empanelled Mediator with Kuala Lumpur Regional Centre for Arbitration (now “AIAC”)

Empanelled as Arbitrator with LCIA – Mauritius International Arbitration Centre

Empanelled as Arbitrator with CRCICA - Cairo Regional Centre for International Commercial

Arbitration

Empanelled as Arbitrator with CIETAC - China International Economic and Trade Arbitration

Commission

Member - Young Mediators Initiative with IMI, Hague

Panel Mediator with Ministry of Corporate Affairs, Government of India

Accredited Mediator at IIAM - Indian Institute of Arbitration & Mediation

AFFILIATIONS/ASSOCIATION WITH PROFESSIONAL BODIES

Member – India International ADR Association (IIADRA)

Member – Young ICCA (International Council for Commercial Arbitration)

Member – Society of Construction Law (SCL)

Member – Young SIAC Group (YSIAC)

Member - Young International Arbitration Group (YIAG), affiliated to the London Court of

International Arbitration

Indo – German Chamber of Commerce

Indo – Australian Chamber of Commerce

Anant Merathia

SPEAKING ASSIGNMENTS & TRAININGS HELD

Provisional Faculty

Provisional Faculty member at CIARB India for Associate, Member & Fellow Level courses since

March 2016

GUEST & VISITING FACULTY

Master Class for Directors on Insolvency and Bankruptcy Code, 2016 for the Institute of Directors

Visiting Faculty at Yangon, Myanmar for Kove Global & Tamasa for training program on

“International Commercial Arbitration"

Visiting Faculty at Dhaka for Bangladesh International Mediation Society &Kove Global on

International Commercial Arbitration and Mediation

Guest faculty at Insolvency Professional Agency of ICAI for conducting Pre-Registration Educational

Course for Insolvency Professionals and has conducted sessions at Chennai, New Delhi and Kolkata

Guest Lectures at National Law School, Trichy & SASTRA University on a career in corporate

litigation & Insolvency and Bankruptcy Code, 2016

Visiting Faculty at Dhaka for Bangladesh International Mediation Society &Kove Global on

International Commercial Arbitration and Mediation

Visiting Faculty at Academy of Arbitral Avenues International; delivered session on “Mediation &

Arbitration – Complimentary Delivery” at Cochin in June 2018

SPEAKER

Speaker & Panelist on IBC, 2016 and “Ease of Doing Business” as part of the India Mediation Week

Business Mediation Summit at Chennai in December 2018 supported by Niti Ayog.

Presentations on “Insolvency & Bankruptcy Code, 2016” for

o CII, Salem;

o Agratrade-Chennai;

o Textile Industry at Tex Valley, Coimbatore;

o Rotary India (a Chennai Chapter);

o Round Table India (a Chennai Chapter);

o Entrepreneur’s Organization (EO);

o National Convention of Federation of Indian Hire Purchase Association & many others

Technical sessions on “Insolvency & Bankruptcy Code, 2016” for Institutes of Chartered Accountants

and Company Secretaries of India Study Circles respectively

Presentation on “Mediation as a Preferred dispute resolution method in BRICS Nations” at Global

Symposium by World Mediation Organization - Thailand Arbitration Centre, Bangkok

Anant Merathia

Presentation on “Insolvency & Bankruptcy Code, 2016” with special focus on Financial Creditors for

Federation Of Indian Hire Purchase Association, South India Hire Purchase Association, Finance

Companies’ Association (India)

Technical session on “Company Secretaries as ADR Professionals” at ICSI-SIRC Regional Conference

at Kerala

Presentation on “Mediation in Family Business Disputes” at Lex Infinitum 2017, M Salgaocar Law

College, Goa & also Judge for the Lex Infinitum 2017 Mediation Moot

PANEL DISCUSSIONS

Panel discussion on “Insolvency & Bankruptcy Code, 2016 - Bestowing fresh ease of life to corporate

& shaping of code through judicial innovation”,

o moderated by Ms. Sunanda Jayaseelan, ET Now;

o Chaired by Dr. M.S. Sahoo, Chairperson Insolvency & Bankruptcy Board of India;

o Co-panelists, Sri T.K. Viswanathan, Chairman Bankruptcy Law Reforms Committee; and Mr.

David Kerr, Chief Executive, Insolvency Practitioners Association, UK

Panel Member on Deliberations on IBC, 2016 at the 11th Annual NLSIR Symposium at National Law

School of India University, Bangalore in March 2018.

PUBLICATIONS

“Need of the Hour – Alternative Dispute Resolution” – ADR World – News Magazine of India

International ADR Association; Volume 2 – Issue 2; September – October 2016

"Reforms in Indian Arbitration Laws in 2015 – An Analysis for the stakeholders involved” -

International Journal of Law and Legal Jurisprudence Studies :ISSN:2348-8212:Volume 3 Issue 1

“Commercial Courts in India” – co–authored for the “The Hindu Annual Industry Survey”, India

“Comparative analysis of institutional arbitration rules of leading institutions and lessons for Indian

scenario” - co-authored for the ICA Journal, India

SOME CASES HANDLED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

MATTERS REPRESENTED ON BEHALF OF INSOLVENCY PROFESSIONAL

Represented a Resolution Professional and obtained orders against two major private sector banks

for reversing the amounts debited from the account of the Corporate Debtor during CIRP by

interpreting section 14 of the IBC, 2016.

Anant Merathia

Represented a Resolution Professional and obtained orders against two major private sector banks

on interpretation of section 77 of Companies Act, 2013 to obtain the custody of the assets of the

corporate debtor against which no charge was created or registered by the respective banks. Upheld

by NCLAT and appeared in NCLAT also.

Advising and representing a Resolution Professional in a matter involving the non-cooperation of the

erstwhile promoters, statutory auditor of the Corporate Debtor and also the Local Authorities

wherein orders were obtained in favour of the Resolution Professional. The Local Authorities were

directed to secure the possession of the assets of the Corporate Debtor situated in a naxalite

infested area and handover the same to the RP.

Advised and Represented a Resolution Professional in a matter where the erstwhile promoters were

not co-operating and were hindering with the compliance of the Model timeline under Regulation

40A and obtained orders wherein the Deputy Commissioner of Police was directed to assist the RP in

securing the records and data from the erstwhile promoters.

MATTERS REPRESENTED ON BEHALF OF LIQUIDATOR

Represented a Liquidator and obtained a first of its kind liquidation order in Chennai Bench under

section 33(2) of the IBBI (Liquidation Process) Regulations, 2016 wherein a liquidation order for the

Corporate Debtor to be liquidated by means of a private sale was ordered and also exemption from

appointment of valuers to save costs.

Representing a Liquidator against a landlord of the CD who had adjusted security deposit against

due rentals of the CD and seeking refund of the same. Matter is pending before the Hon’ble NCLT.

MATTERS REPRESENTED ON BEHALF OF RESOLUTION APPLICANT

Advised a Resolution Applicant proposing to infuse Rs 140 Cr approx and obtained orders from NCLT

giving directions to CoC to reconsider plan keep economic feasibility in mind. CD was in

steel/fabrication industry with 1500 employees and was a “going concern”.

Advised a HNI backed Resolution Applicant against rejection of Resolution Plan by CoC and upon

several legal and equitable grounds, obtained orders to re-consider the plan and finally the same

was negotiated, improvised and approved by the same CoC. CD was in printing industry with 150

employees and was a “going concern”.

MATTERS REPRESENTED ON BEHALF OF THIRD PARIES AGAINST RP & CD

Advised and represented a 3rd party purchaser of machinery against a RP to recover and take

possession of the said machinery in custody of CD under the RP during CIR process. Obtained

favourable orders and got the custody upon payment of existing taxes.

MATTERS REPRESENTED ON BEHALF OF FINANCIAL CREDITOR/S

Advising a HNI investor in a financial transaction dispute against a leading company in the

environmental technologies and power plant engineering sector in the capacity of a financial

creditor in insolvency proceedings against the company for a sum of Rs 4 Cr.

Anant Merathia

Advised a consortium of Financial Creditors against a leading real estate & construction company in

bankruptcy proceedings against default in repayment of financial debt for a sum of Rs 6.50 Crores

and settled the matter for the entire claim amount.

Advised a consortium of 40 Financial Creditors against RP’s decision of rejecting claims on certain

grounds. Other CoC members also were against these FC’s and finally got an order from the NCLT

admitting the claims of the 40 minority Financial Creditors in a tough fight against RP, other PSU

Banks, etc.

MATTERS REPRESENTED ON BEHALF OF OPERATIONAL CREDITORS

Acting for a leading steel importer as an operational creditor for operational dues worth Rs 26

Crores against a leading steel fabricator in corporate insolvency proceedings. Primary issue before

NCLT was Whether there exited a “dispute” prior to receipt of Demand Notice under IBC, 2016.

Advised a leading coal importer as an operational creditor for operational dues worth Rs 14 Crores

against a leading paper manufacturing company in corporate insolvency proceedings. Advising the

operational creditor during the corporate insolvency resolution process

Advising a US-based foods export against its Indian client and counterpart towards default in

commercial payment terms for a sum of USD 1,50,000.

Advised a leading liquor manufacturing corporate against its collaborator and manufacturing partner

on a default of Rs 3 Crores and successfully proceeded against it in insolvency proceedings and

settled the matter for the entire claim amount.

Advised a leading Belgium-based rubber company against its Indian client and counterpart towards

default in memorandum of understanding for a sum of USD 450,000 and had the matter settled by

100% payment to the Belgium Company.

Advised an Indian coal importer against its client, a leading iron and steel conglomerate in winding

up proceedings against default in commercial payment terms for a sum of Rs 3.50 Crores and settled

the matter for the entire claim amount.

Advising a consortium of 25 operational creditors from Gujarat and Maharashtra before NCLT

Chennai in corporate insolvency proceedings initiated by a leading textile group in South India.

Advised on submission of claims and representation in the committee of creditors on the basis of

value and percentage of debt based on their claim value of Rs 53 Cr and got the principal amount of

Rs 32 Cr admitted by NCLT after rejection by RP.

Advised a leading international trading group based out of UAE against its client a leading Indian

sugar company towards supply of thermal coal for the client’s power plant. Initiated winding up

proceedings for a sum of Rs 15 Cr and the same was transferred to NCLT, Chennai. After multiple

rounds of negotiations and honouring set-off’s; settled the matter for Rs 12 Cr.

Advised a leading Indian coal importer in a commercial dispute before NCLT Chennai against foreign

supplier and successfully settled a USD 450,000 claim at USD 250,000 and thereby avoiding

international arbitration and a damages claim for over USD 1mn. Key issues involved were pre-

existing disputes, unreasonable interest clause in contract between parties and applicability of

international arbitration in such disputes. Assisted the client in negotiations with the foreign

creditor.

Anant Merathia

MATTERS REPRESENTED ON BEHALF OF CORPORATE DEBTOR/EMPLOYEES

Advised leading Indian manufacturer and supplier of Boilers and Small Power Plants in a Section 10

corporate insolvency process and successfully got the Insolvency admitted and moratorium ordered

at NCLT, Chennai. Also advised the promoters of the same Corporate Debtor in the capacity of

personal guarantors against India’s leading nationalised bank; got an injunction against auction of

personal guarantor’s assets during the CIRP and moratorium period.

Advised a group of senior employees of a corporate debtor in the printing and media sector,

undergoing insolvency proceedings against certain alleged actions of insolvency professional. Legal

issue addressed was the importance of conducting the insolvency process of a company as a “going

concern”. Subsequently assisted in mediation talks with the insolvency professional on behalf of the

employees.

Advising a CD against multiple Sec 9 applications in NCLT and assisting in negotiations whereby

amounts above Rs 100 Cr have been settled. The CD is in the power sector and governed by a

consortium of about over 15 banks with an exposure of Rs 6000 Cr approx.

Advising a CD in construction industry against a PSU bank in a Sec 7 application for the past one

year. The CD has dues from government authorities and financial creditor’s claim is approx Rs 80 Cr.

Almost at the final stage of a one-time settlement with the said financial creditor that approached

NCLT.

MATTERS REPRESENTED ON BEHALF OF PROMOTERS

Advised a set of promoters in the capacity of personal guarantors against India’s biggest nationalised

bank; got an injunction against auction of personal guarantor’s assets to recover Rs 150 Cr during

the corporate insolvency resolution process and moratorium period. Important question of law

decided was on the “encumbrance” of the assets of the corporate debtor by the Bank’s action.

Advising promoters of a company under corporate insolvency process to negotiate and structure a

resolution plan with the investors to repay debt of the Corporate Debtor for Rs 60 Cr against a book

liability of Rs 90 Cr.

SOME CASES HANDLED UNDER CORPORATE LAWS

SHAREHOLDER DISPUTES

Advised a group of majority shareholders in a leading ferro alloys manufacturing company in their

internal shareholder litigation. During the ongoing litigation, the company was in need of funds for

expansion and moved erstwhile Hon’ble Company Law Board, Chennai with applications for Rights

Issue of shares for Rs. 11 Crores and Rs. 6 Crores respectively. Successfully obtained rights issue

orders for the requirement of funds for the company in spite of strong objection by the minority

shareholders group. Finally assisted the clients to settle the matter at appeal stage by a payout of

Rs 6 Crores against the demand of Rs 28 Crores.

Advised a group of majority shareholders with 87% shareholding in a shareholder litigation in a real

estate and recreation company before the erstwhile Hon’ble Company Law Board – obtained specific

directions of appointment of an advocate Commissioner and injunction against alienation of

company’s assets worth Rs 6 Crores.

Anant Merathia

Advised a group of majority shareholders in an agri-export & warehousing company in shareholder

litigation and obtained specific orders of appointment of an advocate Commissioner and reporting to

erstwhile Hon’ble Company Law board of the value of assets siphoned by the minority group worth

Rs 3 Cr and subsequent injunction on alienation of assets worth Rs 15 Cr. Also assisted in several

rounds of settlement talks.

Advised a group of minority Indian shareholders against a private equity foreign shareholder in a real

estate company in a shareholder litigation having several issues relating to corporate governance

and mismanagement. Settled the matter after prolonged negotiations with the payout of Rs 18 Cr to

the minority shareholders towards shareholding value and compensation.

Advised an investment company in a commercial dispute with a granite quarrying company wherein

the granite company refused to acknowledge the ownership of shareholding of the investment

company represented by us. Filed against unlawful change of ownership of shareholding and

obtained orders from NCLT in favour of the Investment Company and directions to the granite

quarrying company to rectify its register of Members and acknowledge the investment company’s

shareholding worth Rs 1.20Cr.

Advised a group of directors in a healthcare company in several corporate governance offences

notified on them by the Ministry of Corporate Affairs by way of several compounding applications

before NCLT Bangalore. Several issues under Companies Act, 1956 such as Related Party

Transactions, Acceptance of Deposits, appointment of Additional Directors, non-holding of Board

and General meetings addressed. Successfully closed the penalties at Rs 40 lakhs against a liability

of Rs 3.20 Cr as per Companies Act, 1956.

Advised a group of shareholders in a quarry owning company in a shareholder litigation involving

multiple issues of corporate governance such as illegal allotment of shares, appointment and

removal of directors, change of registered office address, increase in authorised capital, holding of

Annual General and Board meetings without notice to shareholders and directors. Obtained orders of

annulment of all challenged acts from NCLT in an oppression & mismanagement case and helped the

client regain control of the company worth Rs 7.50 Cr.

CORPORATE ADVISORY TO INDIAN CLIENTS

Advised a leading IT & ITES Indian Co in an exhaustive legal review of all its ongoing vendor

contracts and consequent work orders with clients across the globe. Created a Client wise summary

of risk areas in all such contracts and also comparative analysis of the exposure clauses such as

insurance and indemnity obligations; thus highlighting the total risk exposure of USD 675,000.00 and

consequently advise the client on restructuring of these contracts to minimise such exposure.

Project spanned 6 months and successfully completed.

Advised a leading Software Conglomerate in Contract management and exhaustive legal review of all

its ongoing contracts, consequent work orders with clients across the globe; employee contracts;

insurance coverage and other IT & IP contracts. Created Client wise summaries; departmental

summaries; employee group summaries of all risk areas in all contracts and also comparative

analysis of the exposure clauses especially in insurance and indemnity obligations. Highlighted total

risk exposure of USD 1.2 mn and consequently advising the client on restructuring, review and re-

negotiations of these contracts to minimise such exposure. Project spanned 10 months and

successfully completed.

Anant Merathia

Advised a leading Indian pharmaceutical company in its acquisition of a pharma manufacturing unit

in Sudan. Advised on setting up an SPV in UAE and represented clients in negotiations on several

legal issues and advised on entire documentation structure from term sheet until final shareholders

agreement. The value of the acquisition was Rs. 80 Crores.

Advised an Indian Startup in the business of research on lithium cell manufacturing and usage in

solar industry. The client is a subsidiary of a Canadian company headed by a HNI based in Canada.

Key sensitive issues involved negotiations on intellectual property protection clauses with

government entities and bodies in India and also with joint venture and collaboration partners.

Legal issues dealt with included proprietary rights, restriction on usage, intellectual property

protection, non-compete, non-solicitation and other such issues. Valuation of IP protected was

estimated to be about 12 million USD.

CROSS BORDER ADVISORY TO FOREIGN CLIENTS (WORK DONE FROM INDIA)

Advised a Singapore company in a dispute on a shipment made from China to an Indian port against

the Indian importer. Key legal issue involved was non-compliance of certain pre-agreed

specifications between the parties and value of shipment was USD 350,000. Involved in negotiation

talks with Indian party, shipping line and port authorities and closed the dispute based on mutually

agreed terms between all stakeholders.

Advised Singapore-based Clients as potential investors in a healthcare sector Indian Co by way of a

legal due diligence on the Indian company’s available corporate, legal and contractual documents. A

virtual dataroom was set up by the Indian company and the exercise spanned for 3 weeks. Identified

risk areas for the potential investors worth Rs 1.80 Cr thereby assisting them in arriving at valuations

accordingly.

Advised Singapore-based Clients as potential investors in a cloud computing Indian Co by way of a

legal due diligence on the Indian company’s available corporate, legal and contractual documents.

Documents were shared through electronic platform and the exercise spanned for 6 weeks.

Identified risk areas for the potential investors worth Rs 0.65 Cr thereby assisting them in arriving at

valuations accordingly.

Represented Singapore-based exporter in negotiation talks with its client in Gujarat over non-

release and acceptance of certain shipments made by the Singapore-based exporter; value of

shipments were SGD 2,50,000 and finally assisted the client in settling the matter by successfully

having the shipment released with minimal deductions and shared Port damages between the

parties and accepted by the buyer at Gujarat.

Advised a US based research company over intellectual property issues relating to sharing of

confidential information in advanced oncology research with research centres, laboratories,

scientists in India. Advised on non-disclosure agreements, non-compete and other related

documentation.

INTERNATIONAL CORPORATE CASES (DONE AS A SINGAPORE REGISTERED FOREIGN LAWYER BASED OUT

OF SINGAPORE)

Acted as foreign counsel for a Singapore based company listed on Singapore Stock Exchange (SGX) on

acquisitions of a group of businesses and asset blocks in India in the Iron ore and minerals sector.

Anant Merathia

Advised on Indian law issues relating to acquisition of companies in India such as foreign party

acquisition of Indian shares, sectoral caps as per FDI norms, FEMA compliances, post acquisition

corporate secretarial issues.

Acted as foreign counsel for a leading Indian heavy machinery manufacturer in a proposed takeover

bid of a Singapore listed company in the same space with the objective of secondary listing of the

clients at SGX. Handled the legal due-diligence of the target Singapore company and advised on

transaction documents such as share purchase agreements and management buy-out contracts. The

proposed value of the transaction was SGD 40 mn.

Acted as foreign counsel for a Singapore subsidiary of an Indian company in the hospitality space in a

transaction involving investment in a Hotel Project in Malaysia to the tune of SGD 15 mn. Legal

issues involved due diligence of Malaysian asset, cross border asset purchase agreements and related

share subscription and shareholders agreements.

Advised as foreign counsel a group of syndicated borrowers on Indian law issues in relation to an

overseas banking transaction. Involved in review and negotiations of security documents –

debenture, guarantee and share pledge documents in relation to revolving facility loan and ancillary

loan agreements between the bank and syndicated borrowers.

Worked on various international deals with senior partners - prepared due diligence reports for

various acquisition transactions; assisted in drafting and review of commercial agreements and

contracts such as joint ventures, investment agreements, business purchase agreements, franchise

agreements, banking and security documents review, etc

SOME CASES HANDLED UNDER ALTERNATE DISPUTE RESOLUTION LAWS

ARBITRATION (AS COUNSEL)

Advised a real estate company in a joint venture dispute over a commercial project in South India in

a multi-party dispute before an Arbitral tribunal and got an award for Rs 6 Cr in favour of the real

estate company. Several complex issues such as frustration of contract and representation on behalf

of a corporate entity without proper and adequate authority were dealt with and successfully

obtained an award for 4 Crores.

Advised an automobile dealer against a multinational auto maker in a dispute relating to illegal

termination and consequential damages. Negotiated and settled certain claims and counter claims

and got the automobile dealer a settlement sum of Rs 1.50 Cr initially. Contested the matter for the

remaining claims and got an award of Rs 1.10 Cr subsequently.

Advised a sub-contractor (a leading chlorination equipment and solutions company) in an

engineering dispute against a Government of India Undertaking in a dispute over issues including

illegal termination of contract and consequential damages including Liquidated Damages. The claims

are more than 110 Crores.

Advising a Film Production Company in a Motion Picture Production Joint Venture dispute with the

joint venture partner on several complex factual issues in a claim of Rs 12 Cr. Legal issues involve

discovery and inspection of documents and non-cooperation by the joint venture partner in

rendition of accounts. Obtained successful interim orders and subsequently the accounts relating to

the movie venture.

Anant Merathia

Advised an engineering company into supply of heavy machineries in an arbitration against a

contractor. The value of claim was more than Rs. 16.5 Crores and involves a transaction of heavy

engineering goods. The question of delay, party to which attributable, and warranties were the

complex issues.

ARBITRATOR/ADJUDICATOR/MEDIATOR

Presided as Sole Arbitrator in a Joint Venture dispute between 3 Joint Venture partners of a

packaging company. The disputes involved issues of default and consequences of non-compete

clauses, breach of terms of JV and thus termination. The claims and counterclaims were equivalent

to Rs 14 Crores. This was a fast track arbitration held over 4 months. Upon reviewing the pleadings

and contentions of the parties, deemed this to be a fit case for settlement. Parties were called upon

to consider amicable settlement and the matter was mediated and finally settled amicably between

the JV partners resulting in a Consent Award.

Acted as a sole arbitrator in a dispute between a private contractor and a non-ferrous metal

company. The issue mainly was the delay in payments of final bill and drawings. The question of

delay in handing over of the worksite and unwarranted hindrances were the complex issues. Award

passed as Sole Arbitrator in 18 months.

Presided as Sole arbitrator in a lease dispute between a property landlord and tenant (corporate

entity). The dispute involved issues of illegal termination, damages; claims and counterclaims

equivalent to Rs 4.50 Crores. The arbitration was concluded in 10 months including evidence and

arguments by both parties. The arbitration sittings were held at Chennai, India and the Award was

not challenged by either party.

Presided as Co-Arbitrator in a contractual dispute between a machinery manufacturer and a leading

Indian breweries company. The dispute involved issues of quality of the product and default of

payment. The value of claims and counterclaims was more than Rs 35 Crores. The arbitration was

concluded in 18 months including evidence and arguments by both parties. The sittings were held at

Bangalore, India and the Award was not challenged by either party.

Acted as Sole Arbitrator in several Hire Purchase and Leasing Company arbitrations against financial

borrower. Also acted a Sole Arbitrator in voluminous arbitrations relating to defaults of loans

towards home finance companies & financial institutions. Value of disputes ranges from Rs 10 lakhs

to Rs 2 Crores. The issues mainly were default of monies borrowed. The question of whether the

borrowers have acknowledged the receipt of payments and whether there is any breach of contract

were the main issues. Awards were given and enforced successfully.

INTERNATIONAL ARBITRATION (DONE AS A SINGAPORE REGISTERED FOREIGN LAWYER BASED OUT OF

SINGAPORE)

Acted as foreign counsel for the claimant in a contractual dispute involving supply of large

quantities of Bitumen. Key issues involved included defective quality alleged by the buyer and non-

compliance with pre-agreed technical specifications. Value of the claim was USD 450,000.

Anant Merathia

Acted as foreign counsel for a Singapore based corporate finance entity in a contractual claim based

on a business referral agreement for SGD700,000 against an Indian company. Key legal issues

involved included avoidance of contractual obligations, deemed termination of contract, privity of

international contract and non-compete issues.

Acted as foreign counsel for a Singapore based shipping line in a major collision matter involving

complete loss of cargo (passenger vehicles) against the insurer. Legal issues included review of

STCW regulations, international norms on collision of vessels, crew safety compliances and several

private international law issues.

SOME CASES HANDLED UNDER RERA LAWS

FOR PROMOTERS (BUILDERS) & FINANCIAL INSTITUTIONS

1. Advised in the process of application for Registration of the Real Estate Project with TNRERA.

2. Advised in the process of application for extension of Registration of the Real Estate Project with

TNRERA.

3. Advised in the process of application for Registration of Real Estate Agent.

4. Drafted an ‘Agreement for Sale’ and ‘Construction Agreement’ for the apartment.

5. Advised several promoters regarding functions, duties and obligations of the promoters under RERA.

6. Represented and defended a financial institution before the Adjudicating Officer, the Tamil Nadu

Real Estate Regulatory Authority for removal from the array of parties.

FOR ALLOTTEE (HOME BUYERS)

1. Filing of Form ‘M’ for a myriad of reliefs other than monetary reliefs before the Tamil Nadu Real

Estate Regulatory Authority.

2. Filing of form ‘N’ for obtaining monetary compensation before the Adjudicating Officer, Tamil Nadu

Real Estate Regulatory Authority in case of any lapse or default on part of the

promoters/developers/builders etcetera.

3. Represented an allottee as part of an association of allottees before the Adjudicating Officer, the

Tamil Nadu Real Estate Regulatory Authority and the Tamil Nadu Real Estate Appellate Tribunal and

was instrumental in obtaining the 1st landmark order of refund of over Rs 4 Crores from a builder.