Commerical Law.

2. Shareholder and Company Law Disputes
You are a minority shareholder in a private limited company, and believe the majority shareholders are acting against the company’s interest. You may have questions such as:

• Can you seek relief for oppression and mismanagement?

• Can you initiate proceedings for investigation into the affairs of the company for siphoning or misappropriation of funds?

• If there is a deadlock in company operations, can you seek winding up?

Your shareholding in the Company has been diluted without following procedure. You may want to know- 

• Can you seek an injunction against the dilution of shares? 

• Can you set aside the allotment of shares causing the dilution? 

• Can you sue the board of directors and other shareholders of fraud and malfeasance? 

We can help you initiate legal proceedings before the National Company Law Tribunal [“NCLT”] or appropriate forums to protect your shareholder rights and ensure accountability.

3. Director Removal, Governance Disputes and Shareholder Disputes

You are a director who has been removed from the Board. You may be asking:

• Can you sue the company and the board for illegal removal?

• Can you seek reinstatement and/or damages?

• Are you entitled to access the company’s books of accounts and financials?

The Director of the company is in breach of his fiduciary duty. He is misusing his position at the Company. You may ask- 

• Can you bring an action against the director for violating his fiduciary duties? 

• Can you sue the directors for related party transactions or for conflict of interest? 

• Can you seek setting aside of acts of the director which are in violation of his fiduciary duty and therefore prejudicial to the interests of the company? 

The Board of Directors of the company has passed fraudulent resolutions without following due process. You may have the following queries- 

• Can you seek setting aside of the resolution for not following due process? 

• Can you bring an action before the competent authority for not convening meetings and manipulating the quorums and forging resolutions? 

• What is the impact of the decisions taken by the company in meetings which are not in accordance with the due process? 

You are a minority shareholder in a company, which has diverted the profits and not declared any dividends. You may have the following queries? 

• Can I bring an action of Oppression and Mismanagement before the NCLT alleging diversion of profits for personal gain or benefit of majority? 

• Can I seek removal of directors? 

• Can I seek declaration of dividends? 

• Can I seek recovery of diverted funds / assets? 

• Can the transactions prejudicial to the interest of the Company be set aside? .

The company has failed to- (i) file annual returns & financial statements, (ii) hold annual general meetings, (iii) irregular in board meetings, (iv) failed to circulate notices, agenda and resolutions, and (v) does not maintain statutory registers or records. You (a shareholder) may have the following queries – 

• Can I file a complaint before the Registrar of Companies for non-compliance? 

• Can I bring an action against the board of directors?

• Can I seek investigation into the affairs of the Company? 

• Can I seek replacement of the Board of Directors?  

• Can I seek access to the Minutes of General Meetings? 

• Can I inspect Registers and Returns, and if denied, can I apply to the NCLT to direct inspection? 

The Company has misrepresented material facts in the prospectus and/or public offerings. You are an investor, who has suffered losses and damages owing to the misrepresentation. You may want to know the following – 

• Can I seek damages from the Company? 

• Can I rescind the share subscription contract? 

• Can I seek investigation into the affairs of the company? 

• Is the company and its board of directors liable for criminal prosecution? 

A company has been acquired based on incorrect or inflated valuation of its, shares, assets or liabilities. The Acquiring Company may want to know the following – 

• Can the Acquiring Company rescind the contract of acquisition? 

• Can the Acquiring company claim damages against the Seller company? 

• Can the Acquiring Company bring an action of fraud against the Seller company? 

• Can an action be brought against the Valuer?

A company has been recently acquired by a Company, and the Acquiring Company intends to buyout the minority shareholders of the Seller Company. The Acquiring Company may want to know the following- 

• How much shareholding should the Acquiring Company hold in order to cause the minority shareholders to sell their shareholding in the company?

• What are the compliances under the Companies Act, before the action of buying out the minority shareholders can be initiated? 

• Can the majority shareholders bring an action against the minority shareholders for obstruction, malafide conduct or breach of fiduciary duty?

 Our firm can assist promoters, directors, shareholders and creditors to avail appropriate legal remedies to protect their rights and interests and resolve conflicts efficiently and effectively.  

4. Bank Guarantee and Government Contracts

You are a company that has issued a bank guarantee under a government or commercial contract. Due to disputes, the other party is withholding payments. You may ask:

• Can the other party encash the bank guarantee?

• Can you obtain a restraining order to prevent encashment?

• Can you seek specific performance or termination with damages?

We assist in drafting and filing proceedings before civil courts or arbitral tribunals to restrain wrongful encashment and assert your contractual rights.

5. Construction Agreements and Builder–Owner Disputes

If you are a property owner and your builder has failed to complete construction or delivered substandard work, you may have questions such as:

• Can you sue the builder for delay or poor quality?

• Can you seek correction of work if the builder deviates from the building plan? 

• Are you liable to pay for construction if the builder deviates from the building plan? 

• Can you terminate the agreement and claim damages?

Alternatively, if you are a builder facing obstruction from the owner, or the owner is threatening to impose damages, you may ask:

• Can the owner be restrained from interfering?

• Can you claim damages for obstruction and complete only your portion of the building?

• Can you challenge the quantum of liquidated damages imposed by the Owner? 

• If the delay in completing the construction is caused owing to a force majeure event, then can you avoid any penalty for the delay? 

• If the Owner instructs changes or variations in the scope of work or design, then what are your options? 

We represent both owners and builders in construction-related disputes and help negotiate or litigate remedies for breach and obstruction.

6. Supply and Specification Disputes

You are a company that entered into an agreement for the supply of goods/articles, paid in advance, and the supplier failed to perform. You may ask:

• Can you reject non-conforming goods?

• Can you claim refund and damages?

• Can you terminate the contract?

We assist in initiating legal proceedings under contract law and applicable commercial statutes to recover losses and enforce compliance.

7. Property Disputes

YMSME Recovery and Contract Enforcement

You are a micro, small, or medium enterprise (MSME) that has supplied goods or services but the buyer has not paid. You may ask:

• Can you sue under the MSME Act for recovery?

• Can you claim additional interest or damages?

We can initiate proceedings before the MSME Facilitation Council and other forums to secure your dues and enforce your legal rights efficiently.

8. Landlord–Tenant Disputes

You have a tenant who refuses to pay rent or vacate your premises. You may want to know:

• Can you seek eviction?

• Can you claim arrears of rent and compensation for unlawful occupation?

We can help you initiate appropriate legal action before the rent controller or civil court, as applicable.

9. Insolvency & Bankruptcy (IBC)

We provide end-to-end legal support under the Insolvency and Bankruptcy Code, 2016 to creditors, debtors, and insolvency professionals:

• Corporate Insolvency Resolution Process (CIRP)

• Representation of financial and operational creditors

• Applications under Sections 7, 9, and 10 of IBC

• Advising resolution professionals and committee of creditors (CoC)

• Liquidation proceedings and asset distribution

• Avoidance transactions: preferential, undervalued, and fraudulent transfers

• Applications/ Appeals before NCLT, NCLAT, and the Supreme Court

Litigation under the Insolvency and Bankruptcy Code, 2016 (IBC) arises in various contexts involving financial distress, creditor claims, and resolution processes. These matters are primarily adjudicated before the National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT), with appeals sometimes reaching the High Courts or Supreme Court.

The key categories of litigation under the IBC are hereunder:

Admission of Insolvency Petitions

• Section 7: Applications by financial creditors (e.g., banks, NBFCs) against defaulting corporate debtors

• Section 9: Applications by operational creditors (e.g., suppliers, service providers)

• Section 10: Voluntary insolvency by the corporate debtor itself

• Disputes often arise over:

• Existence of default

• Pre-existing disputes (especially in Section 9)

• Limitation period

• Locus standi of the applicant

Disputes During CIRP (Corporate Insolvency Resolution Process)

• Challenging appointment/removal of Interim Resolution Professional (IRP)/Resolution Professional (RP)

• Disputes over Committee of Creditors (CoC) composition and voting rights

• Claims and proof of debt rejection disputes

• Disqualification of resolution applicants under Section 29A

• Challenging the fairness or legality of the Resolution Plan

• Avoidance Transaction Litigation

• Filed by the RP or Liquidator under:

• Section 43: Preferential transactions

• Section 45: Undervalued transactions

• Section 50: Extortionate credit transactions

• Section 66: Fraudulent trading or wrongful trading

• These are adversarial proceedings against promoters, directors, related parties, or counterparties

Appeals and Review

• Appeals before NCLAT against:

• Admission or rejection of insolvency applications

• Approval or rejection of resolution plans

• Orders relating to claims, CoC decisions, avoidance transactions

• Appeals to the Supreme Court under Section 62 of the IBC

• Writ petitions in High Courts challenging NCLT jurisdiction or due process violations (in limited circumstances)

• Liquidation Proceedings

• Disputes during or arising from:

• Sale of assets by liquidator

• Distribution of proceeds

• Priority claims and waterfall mechanism

• Objections to valuation or misconduct by the liquidator

• Personal Guarantor & Cross-Entity Proceedings

• Insolvency or enforcement actions against personal guarantors of corporate debtors (now also before NCLT)

• Cross-claims involving group companies or promoters

• Fraud, Suppression & Misconduct Allegations

• Actions under Section 65 (fraudulent initiation of insolvency)

• Allegations of misuse of moratorium

• Criminal or civil liability for siphoning or misrepresentation during CIRP

• Third-Party Litigation

• Landlords, vendors, or government bodies objecting to moratorium or actions during CIRP

• Tax recovery proceedings clashing with moratorium or liquidation distribution

Whether you are a financial creditor, operational creditor, corporate debtor or insolvency professional, we offer end to end legal solutions designed to safeguard your interest and maximise recovery.