India

The successful completion of an asset purchase agreement valued at USD 33 million marks a pivotal moment for Alpha Numero Technology Solutions, Inc and ANTS Global Systems Private Limited as it strategically expands into a new field. This asset sale represents a significant step in the company’s ongoing efforts to diversify its portfolio and establish a stronger presence in emerging markets. A transaction of this scale and complexity required the expertise of seasoned legal professionals to navigate the intricate legal landscape. Our team of lawyers at Goswami & Nigam, LLP played an instrumental role in every phase of the acquisition, ensuring a seamless and legally compliant transaction. From the initial structuring of the deal to final execution, the law firm provided comprehensive legal counsel that safeguarded the interests of the company.   Our work entailed from conducting extensive legal due diligence. The team meticulously reviewed all aspects of the transaction, including contracts, intellectual property rights, regulatory obligations, and potential liabilities. This thorough assessment helped identify and mitigate risks, ensuring that company and its shareholders proceeded with full legal clarity and confidence.   Our team of lawyers led by team comprising of our Partner, Mr. Himanshu Goswami (https://www.linkedin.com/in/hg2008/) and associate Ms. Prableen Kaur (http://www.linkedin.com/in/prableen-kaur-c) were pivotal in negotiating the asset purchase agreement, ensuring that the terms were structured to provide maximum legal protection and commercial benefit. The team skilfully navigated complex contractual provisions, addressed indemnities, warranties, and representations, and structured the transaction to comply with industry-specific regulations.   In addition to contract negotiations, our team managed all regulatory and compliance aspects of the acquisition. They liaised with regulatory authorities, secured necessary approvals, and ensured adherence to all applicable laws. Their proactive approach streamlined the approval process, preventing delays that could have hindered the transaction’s completion.   The firm’s expertise was also instrumental in facilitating a smooth transition of assets, including operational licenses, and business contracts. Furthermore, our team provided strategic legal advisory services throughout the integration phase, addressing post-acquisition legal considerations such as employment transitions, compliance realignments, and potential dispute resolution mechanisms. Himanshu Goswami (Partner) and Prableen Kaur (Associate).

Private unaided schools occupy a peculiar position in Indian education law, they are private enterprises delivering a public good, subject to both the Right of Children to Free and Compulsory Education Act, 2009 (RTE Act) and state-specific education laws. Historically, Delhi relied on a patchwork regime: the Delhi School Education Act, 1973 and periodic government orders. However, judicial interventions from time to time, most notably in Modern School v. Union of India (2004) have exposed the regulatory gaps, particularly in fee oversight. In light of this background, on 8 August 2025, the Delhi Legislative Assembly passed the much-anticipated Delhi School Education (Transparency in Fixation and Regulation of Fees) Bill, 2025 (“Bill”). The legislation intends to introduce stringent regulations and penalties to curb arbitrary fee hikes by schools, while also empowering parents to challenge unilateral decisions made by school managements. The Statement of Objects and Reasons under the Bill clarifies that the existing provisions under the Delhi School Education Act, 1973 has proven insufficient in preventing the free reign of private unaided school managements pertaining to arbitrary fee hikes and lack of financial transparency. Citing persistent complaints from parents and judicial limitations on the Directorate of Education's (DoE) power, the Bill seeks to establish a robust mechanism for fairness and accountability in school fee structures in Delhi. The Bill is applicable to all categories of private unaided educational institutions within the National Capital Territory of Delhi, from pre-primary to senior secondary level, whether recognised or unrecognised by the Government. Through the Bill, the legislature aims to: Establish independent committees to regulate school fee increases; Mandate prior approval of the committee for any fee revision based on financial statements; Promote transparency through mandatory audits and disclosures; Provide a grievance redressal mechanism for parents; and Impose strict penalties for profiteering and collecting capitation fees by the schools. At the core of the Bill sits a new three-level committee structure that shall manage the proposal, approval, and appeal of school fees in Delhi. The “School Level Fee Regulation Committee” or “SLFRC” forms the foundational body at individual school level which is responsible for the initial review and approval of fees. The Bill mandates every school to form an SLFRC by July 15th of every academic year. The SLFRC is designed to be an inclusive body, consisting of a chairperson, a secretary (which shall be the school’s principal), a member body consisting of three teachers and five parents from the school’s parent-teacher associated (selected at random through a draw of lots), and an observer (which shall be a nominee from the Department of Education). The school management must submit its proposed fee structure to the SLFRC by July 31st. The Bill mandates that the fee approvals by the SLFRC must be based on a unanimous agreement of all members, and once approved shall be the binding fee structure for the next three academic years. The approved fee details must also be displayed on the school's notice board and website. The timeline for SLFRC to decide on the amount of fee to be fixed has been fixed at 15th September of the relevant academic year and the management of the school can approach the District Fee Appellate Committee (DFAC) (formed under the Bill) before the 30th September. The Bill accords a statutory right to an aggrieved parents’ group—constituting no less than 15% of the total parents of students in the affected class or school—to prefer an appeal against a determination of the School Level Fee Regulation Committee (SLFRC) before the District Fee Appellate Committee. Such appeal must be instituted within thirty days from the date on which the SLFRC finalises the fee structure. The DFAC is mandated to communicate its decision on the fixation of fees to the concerned parties within thirty days of receiving the appeal, and in any case not later than forty-five days within the same academic year. Should it fail to do so, the matter shall stand automatically referred to the Revision Committee as provided under the Act. Furthermore, the Aggrieved Parents’ Group, the school management, or the Parents-Teachers’ Association, if dissatisfied with the decision of the District Fee Appellate Committee, may prefer a further appeal before the Revision Committee within thirty days from the date of such decision, in the manner prescribed. It further delineates a set of determinative parameters for fixing the fees leviable by a school, including: the geographical location of the institution; the quality, scale, and extent of its infrastructure and facilities; prevailing academic standards; expenditure on administration and maintenance etc.. Notably, the DFAC has been vested with the powers of a civil court for the purposes of conducting any inquiry under the Act, akin to the powers exercisable while trying a suit. In parallel, the Directorate of Education is conferred with civil court like authority for the imposition of penalties under the Bill. Importantly, the Bill contains an express bar on the jurisdiction of ordinary civil courts in respect of matters governed by its provisions, thereby channelling disputes exclusively through the statutory committees and authorities established under the legislation. Non-observance of the mandated procedure for fee approval vests in the Director of Education along with the authority to order the immediate rescission of the revised fees and to compel the refund of any excess amounts collected, within a maximum of twenty working days. The Director is further empowered to levy pecuniary penalties ranging from ₹1–5 lakhs for a first contravention and ₹2–10 lakhs for each subsequent contravention. Persistent defiance of such directives may expose the institution to a penalty equivalent to twice the originally prescribed amount and/or may result in cancellation of recognition of the school itself. The Bill’s introduction of a participatory committee system to govern the approval and appeal of school fees is laudable as an important intervention by the authorities, bringing uniformity and transparency to fee structures, and directly addressing long-standing parental concerns. For the first time, parents have been involved in the decision making process and the penalties prescribed have been high and serious enough to have a material impact on the violators. However, while the goals are valiant, the Bill also poses considerable challenges in implementation, particularly for schools, as the multi-layered approval processes, especially in relation to the need for unanimous approvals, may lead to frequent deadlocks and pushing most decisions to an appellate system. Requiring 15% of parents to initiate a DFAC complaint may also be onerous in large schools, effectively stifling individual grievances. Further, without statutory financial audits, committees may lack robust evidence to determine whether fee hikes are justified. Possible administrative delays and bureaucratic hurdles may also affect the ability of schools to meet dynamic financial requirements and unforeseen expenses. The Bill will also test the ability of the Government of Delhi to effectively execute it over roughly 1700 schools. From a legal standpoint, the Bill is well-intentioned but susceptible to legal and administrative law challenges. The Bill’s success therefore rests on a delicate balance; one which meets its intended fairness for parents while not imposing overly cumbersome administrative load on schools that may compromise their operational flexibility and financial health. Co-authored by Neeraj Vyas, Partner ([email protected]) and Abhishek Malhotra, Associate ([email protected])

A. Introduction Significant quantum of land in the State of West Bengal, had been permitted to be retained in terms of S 6(1)(g) read with S 6(3) of the West Bengal Estates Acquisition Act, 1953 (“WBEA Act”), primarily for the purposes of mills and factories, however, over time, most of such 6(3) lands were lying substantially unutilised, despite attempts of revival and rejuvenation. After nearly six decades, the Government of West Bengal (“GoWB”), acknowledging the need to unlock the true potential of such unutilised 6(3) lands, introduced S 4B(2) of the West Bengal Land Reforms Act, 1955 which crystallised the grant of ‘lessee’ status to such retainers (or their transferees) upon payment of requisite salami and lease rent, and also widened the horizon of usage of such 6(3) lands to include, inter alia, residential projects and logistic parks. Whilst this move greatly boosted the land bank and growth of the State, there remained still, a considerable portion of valuable land, which was untapped. In such circumstances, the GoWB has exercised its discretionary power and resumed such lands, and on such power of the State, there has been long judicial scrutiny. B. Genesis S 6(1), being one of the watershed provisions of the WBEA Act, enabled an intermediary (whose rights in the estates were vested in terms of S 4 of the WBEA Act) to retain different categories of land, to the extent of the prescribed ceiling limits. One such category of land i.e. land comprised in mills, factories and workshops (S 6(1)(g) of the WBEA Act) was permitted to be retained only to the extent as may be determined by GoWB in its order passed under S 6(3) of the WBEA Act. The proviso to the said S 6(3) further goes on to say that, the GoWB is empowered, at its sole discretion, to revise any such order specifying the land permitted to be retained, after reviewing circumstances of the case and granting an opportunity of being heard to the retainer. C. Key Judicial Pronouncement and Consequent Legislative Amendment In State of West Bengal and Ors. vs. Ratnagiri Engg. Pvt. Ltd and Ors. (2009), the Hon’ble Supreme Court of India (“SC”), interpreted the proviso to S 6(3) of the WBEA Act to mean that, the power to revise any order of retention made under the said section, may be exercised only if: (i) some fraud or misrepresentation was made to the GoWB for obtaining such order; or (ii) there was a genuine and important mistake made by the GoWB in passing such order. Such power cannot be exercised merely on the ground that after the passing of such order by the GoWB, some subsequent developments have taken place. In the words of the SC: “…The use of the word "revise" in the proviso also supports the view we are taking. In other words, only the facts as existing at the time when the order under the main part of Section 6(3) of the 1953 Act was passed by the State Government can be taken into consideration while exercising the power under the proviso to Section 6(3) of the 1953 Act. Events subsequent to passing of the order under the main part of Section 6(3) cannot be seen for exercising the power under the proviso” A year thereafter, the GoWB introduced ‘Explanation II’ to S 6(3) of the WBEA Act (by way of an amendment deemed to be effective from date of commencement of the WBEA Act) which clarified the expression ‘revise any order’ in the proviso to the said S 6(3). The clarification was to the effect that, regardless of the extant law or any judicial pronouncement, an order of retention may be revised on the ground that, the retainer has failed/ceased to utilize the retained land or any part thereof for the specified purpose, so as to resume the land surplus to the retainer’s requirements. Whether the said Explanation was introduced to clarify or remove any defect in the pre-existing law, or to override and bypass the judgment of the SC in the aforesaid Ratnagiri case without amending the substantive portion of the section, has been much debated albeit without a clear judicial stance on the same. D. Recent Developments In a judgment dated 22 May 2025, subsequently affirmed by the SC, the Hon’ble High Court of Calcutta, in Hindustan Motors Limited and Anr. v. State of West Bengal and Ors. held that, the amendment introducing Explanation II to S 6(3) of the WBEA Act was within the legislative competence of the State since the said Explanation II was intended to address the lacunae highlighted in the said Ratnagiri judgment i.e. enabling revision of retained land quantum on the basis of subsequent events and was otherwise aligned with the objectives of the WBEA Act.  E. Conclusion Legislative evolution coupled with the judicial interpretations of S 6(3) of the WBEA Act are redefining the regulatory landscape for industrial land in West Bengal, with profound implications for industrial landholders and the State’s long-term economic and land-use policy. These developments serve to: Establish a precedent for GoWB’s authority to resume unutilised industrial landholdings; Signal increased scrutiny on large tracts of idle industrial land; Reinforce pro-active compliance with land utilisation and resumption conditions; Catalyse economic growth by reclaiming and unlocking economic value from dormant assets; Attract fresh investments to accelerate industrial activity in the State; and Strengthen the State’s revenue base, making land a key engine of sustainable development. This Update has been prepared by Tanya Sumana Das and Ankit Chhaparia who can be reached at [email protected] and [email protected], respectively. This Update is only for informational purposes and is not intended for solicitation of any work. Nothing in this Update constitutes legal advice and should not be acted upon in any circumstance.

Saraf and Partners is pleased to share that Mr. Gauhar Mirza has joined the firm as a Partner in its Dispute Resolution Practice, further strengthening the firm’s capabilities in Arbitration, Litigation, and Technology sector. With over 15 years of experience, Mr. Mirza has represented leading corporations, public sector undertakings, and global technology giants in high-stakes disputes before the Supreme Court, High Courts, arbitral tribunals, and other judicial forums. His practice spans domestic and international arbitration, shareholders’ disputes, construction and infrastructure matters, policy and intermediary liability advisory, and white-collar crime-related issues. Mr. Mirza has been consistently recognised for his professional excellence, including being named among the ALB Asia Super 50 Disputes Lawyers (2024), a “Future Star” in Construction by Benchmark Litigation, and Disputes Lawyer of the Year (2024) by INBA. Welcoming him to the firm, Mr. Mohit Saraf, Founder and Managing Partner at Saraf and Partners, said: “Gauhar’s expertise, courtroom experience, and ability to develop and execute legal strategies in corporate disputes make him a valuable addition to our team. His proven track record in both arbitration and litigation, combined with his experience advising global technology companies and public sector undertakings, will further strengthen our dispute resolution offering to our clients.” Commenting on his appointment, Mr. Gauhar Mirza said: “Joining Saraf and Partners truly feels like coming back home. Early in my career, I had the privilege of working closely with Mohit Saraf and learning invaluable lessons that have shaped my professional journey. Saraf and Partners’ dynamic growth, collaborative culture, and focus on delivering practical, business-oriented solutions to clients resonate deeply with my own approach to law. To now return and be part of the firm’s remarkable growth story is both exciting and deeply meaningful. I look forward to contributing to our shared vision and expanding the reach of its disputes practice both domestically and internationally.”