Chandhiok & Mahajan, Advocates and Solicitors

Introduction India’s company laws are a rare phenomenon in Asia as far as the codification of directorial duties are concerned. Section 166 of the Companies Act, 2013 (the “Indian Framework”), which prescribes the law on the duties of a company’s directors, places wide reliance on the virtues of good faith and diligence in dealing with the company – arguably creating statutory standards to measure directorial accountability. However, violations of such standards are dealt primarily with ascribing monetary liability to violating directors. It may well be that monetary penalties have not been that successful in addressing the issue of directorial responsibility and diligence – this has significant ramifications for not only companies but also the various stakeholders who interact with companies. Singapore offers some common-law guidance in this regard. On 24 April 2025, the Singapore High Court (“SHC”), revised the sentencing framework for breaches of a director’s statutory duty to act honestly and be diligent in their dealings with and towards the company. The judgment of the SHC in Public Prosecutor v Zheng Jia [2025] SGHC 75 (“Zheng Jia”) has escalated the degree of strictness with which courts are required to assess breaches of directorial duties. This is in stark contrast to the Indian Framework, which does not mention custodial sentencing for breaches. This thought-piece aims to dissect the rationale in Zheng Jia in the context of the Indian Framework and gauge the viability of a similar regime of custodial sentencing in India. For the sake of clarity, the authors will not assess statutory provisions for the criminal breach of trust by directors under Indian company law or ancillary statutes. The Background and Judgment in Zheng Jia Background In Zheng Jia, the respondent was a chartered accountant (the “Respondent”) who offered accounting and corporate secretarial services through three companies. Their services ranged from incorporating companies in Singapore on behalf of foreign clients to advising on procedural matters. Interestingly, the Respondent would register himself as a local resident director for incorporated companies and also assisted in opening bank accounts in their names. Judgment In 2020, significant monetary sums – being the proceeds of frauds on foreign soil – were routed through the bank accounts of two such companies incorporated by the Respondent. The Respondent and a colleague (also a co-accused) were directors in these companies. A district judge convicted the Respondent of charges under Section 157 of the Companies Act, 1967 (the “Singapore Framework”) – ruling that, as director, they failed to exercise reasonable diligence in the discharge of their duties towards the respective company and aided similar activities on the co-accused’s part (the “DJ Ruling”). The prosecution appealed against the DJ Ruling, expressing their dissatisfaction with the non-imposition of a custodial sentence. The SHC, after hearing both sides, stated their displeasure with the former-extant ruling precedent in Abdul Ghani [2017] SGHC 125 and revised the guiding factors (the “Revised Guidance”) to impose custodial sentences for directors in Singapore. Previously, in Abdul Ghani, the SHC had held that directors breaching their duties would usually face fines, with jail reserved for more serious, intentional, or reckless breaches – Singapore courts followed this precedent until the judgment in Zheng Jia. In this regard, a relevant extract from Abdul Ghani reads as follows: “…I am of the view that the starting point for purely negligent breaches of the duty to exercise reasonable diligence is a fine (where there are no weighty aggravating factors) with custodial sentences being imposed where the director breaches this duty intentionally, knowingly or recklessly.” [emphasis supplied] That said, the Revised Guidance in Zheng Jia can be summarised as follows: Identifying the relevant offence-specific factors: Courts must assess elements such as the director’s level of due diligence, efforts to monitor company transactions, knowledge of the company’s affairs, how long the offending conduct lasted, whether there was any concealment, and if the misconduct was driven by profit. Situating the offence within the appropriate sentencing band: Based on the number of aggravating factors present, offences fall into one of three bands: Band 1: 1 to 3 factors, with imprisonment up to 4 months; Band 2: 4 to 5 factors, with imprisonment between 5 and 8 months; and Band 3: 6 or more factors, with imprisonment between 9 and 12 months. Calibrating the indicative sentence for offence-specific factors: After determining the band, courts adjust the sentence considering mitigating or aggravating circumstances, such as the director’s prior record, cooperation with authorities, or whether the breach was isolated or repeated. The SHC also extended the application of the Revised Guidance to offences of abetment, thereby extending liability to the co-accused in Zheng Jia. Finally, the SHC allowed the prosecution’s appeal and substituted the monetary penalty imposed through the DJ Ruling with a custodial sentence of ten months’ imprisonment. Custodial Sentencing under the Indian Framework Before assessing the Indian Framework, it would be prudent to underline the semantic similarities between the Indian and Singapore Frameworks. On a textual comparison, the two frameworks overlap on two markers: (a) both demand “honesty”/ “diligence” (India expands to “good faith” and “independence”); and (b) there is a strong alignment concerning the bar on profit-motives and conflicts of interest. Semantics aside, the Indian Framework diverges from the Singapore Framework when it comes to custodial sentencing for breaches of duty. The Singapore Framework, in Section 157(3)(b) explicitly mentions that a director will be guilty of an offence for breaching their duties and liable “…to imprisonment for a term not exceeding 12 months.” No such equivalent exists in the text of the Indian Framework. The absence of an explicit statement concerning custodial sentences presents a conundrum for directorial accountability in India. Is it a wise proposition to address directorial duty breaches through the sole force of a monetary penalty? How effectively are stakeholders protected if one can pay their way out? Recent Indian judgments such as Rajeev Saumitra v. Neetu Singh, (2016) 198 Comp Cas 359 and Rajeev Kapur v. Grentex and Co. (P) Ltd., (2013) 178 Comp Cas 28 (Bom), where the defendant directors were found in breach of their duties under the Indian Framework for incorporating new companies to compete with their primary companies, suggest that the Indian Framework ought to be reconsidered. What does the Indian Framework stand to gain through revisions? We believe that considering a revision to the Indian Framework would help initiate discourse about improving corporate governance measures, especially regarding the standards for directorial duties. This discussion will help the legislature, regulators and concerned stakeholders perceive the following consequences: Improving the Deterrent System: Introducing custodial sentences for breaches of directorial duties would serve as a strong deterrent (relative to monetary penalties) to violations, improving the force of company law and allied regulations in reducing negligent or reckless conduct among directors. This will become increasingly important as the roles of shadow directors and observers get further entrenched under Indian company law. Addressing Professional Nominee Directors: Revising the Indian Framework would directly address professional directors who act as “resident directors” for multiple companies without exercising actual oversight—a model that has enabled financial crimes and money laundering in other jurisdictions. As is true with most jurisdictions, India too has a large number of company-structures that use nominee directors. Addressing this aspect would increase awareness concerning the perils of employing tokenistic board representatives, encouraging thoughtful conversations on effective corporate governance. More importantly, it would align Indian company law with India’s money laundering laws in this regard; India’s Prevention of Money-laundering Act, 2002 was amended in 2023 to include individuals “acting as directors” of a company within its scope.  Protecting Stakeholders: Stricter enforcement of directorial duties, through explicit legislative force, lessens the likelihood of scenarios where shareholders, creditors, and the public are harmed by corporate misconduct, potentially leading to greater trust in the corporate sector. Considerations before Revising the Indian Framework Having discussed the perceived benefits of revising the Indian Framework, it would only be appropriate to ‘weight’ our suggestions on the basis of practical realities. These may be understood as follows: Risk of Overreach: The Singapore framework is tailored to cases of egregious, repeated, or professional misconduct. If not carefully implemented, there is a risk that Indian courts could apply custodial sentences too broadly, potentially penalizing directors for isolated or minor lapses rather than willful or reckless breaches. Potential for Deterring Talent: The threat of imprisonment for breaches of duty—even for non-malicious errors—could deter qualified professionals from accepting directorships, especially in startups and SMEs where resources for compliance are limited. Judicial Capacity and Consistency: Indian courts are already overburdened, and adding complex sentencing frameworks may lead to inconsistent application and further delays unless accompanied by targeted judicial training and clear guidelines on how to deal with cases concerning breaches of directorial duties. Enforcement Realities: India’s enforcement mechanisms and corporate culture differ from Singapore. Without parallel improvements in investigation, prosecution, and regulatory oversight, stricter sentencing may not achieve the intended deterrent effect. Conclusion A move towards explicit custodial sentencing for breaches of directorial duties would mark a significant shift in India’s corporate governance landscape. The Singapore experience shows that monetary penalties alone may not deter failures in upholding responsibilities among directors. While careful calibration is needed to avoid overreach and unintended consequences, introducing imprisonment as a potential sanction could strengthen accountability, help align with global best practices, and provide stakeholders with a globally-tested standard to benchmark directorial misconduct, thereby setting the stage for reimagined corporate governance measures that foster a culture of self-regulation from within the profession.

No-poach agreements, also known as non-solicitation agreements, are contracts or arrangements between employers to refrain from soliciting, hiring, or requiring prior approval before hiring each other's employees. These agreements, which can take various forms, aim to reduce competition in labour markets. They also carry the risk of suppressing wages and limiting job opportunities for employees. While such agreements may be pursuant to ancillary legitimate restrictions, they are often viewed as horizontal cartel agreements necessitating a per se approach. This article examines the global perspective on no-poach agreements, how different jurisdictions are approaching this complex issue from a competition law perspective and our thoughts on how the Indian competition authority i.e. the Competition Commission of India (CCI) is likely to approach these agreements. Understanding No-Poach Agreements: In a competitive labour market, employers bid up compensation to attract workers, leading to efficient wage levels. To maintain the competitive pressure, workers must maintain the freedom to seek better opportunities with competing employers. No-poach agreements disrupt this dynamic by eliminating a key source of competition. While entry-level hiring and voluntary job changes may still exert some pressure, the absence of employer competition can significantly impact wage growth and employee mobility.[1]   Identifying the Relevant Market: An approach to delineating the relevant market for no-poach agreements differs from the approach adopted in delineating product-specific relevant markets. In this context, all employers, regardless of their horizontal or vertical relationship in a given product market, can be considered competitors for labour. The services of employees, whether skilled or unskilled, are considered the "product." E.g. in the market for human resource (HR) professionals, a steel manufacturer, a law firm and a tech firm can all compete for the services of such professionals.   Legitimate vs. Anti-Competitive Restrictions: Some restrictions on labour movement may be legitimate and pro-competitive. These include protecting investments in employee training (e.g., requiring repayment of training expenses) and preventing the disclosure of sensitive information (e.g., non-compete/ garden leave clauses).[2] Antitrust regulators must distinguish between these legitimate restrictions and bilateral agreements that unduly restrict labour mobility. However, no-poach agreements can lead to several anti-competitive effects in the market. For instance, increased entry barriers for employers and employees, reduced labour costs for employers due to coordinated purchasing and reduced employee welfare due to wage stagnation and limited job opportunities.   Competition Regulators on No-Poach Agreements across the globe Businesses in India do enter into no-poach agreements in different forms. Till date, although the CCI has not examined no-poach agreements directly, the decisional practice of the CCI indicates that it considers labour market related conduct not to be an issue under competition law. For instance, in February 2016, the CCI in the case of Air India Ltd. v. InterGlobe Aviation Ltd.[3] analysed allegations of predatory recruitment practices of airline pilots. The CCI observed that the allegations pertained to employment issues and did not raise any competition concerns. However, the jurisprudence around labour market conduct and anti-trust issues have significantly evolved across the globe since then. The CCI has been closely monitoring recent developments around no-poach agreements and actions being taken by other competition regulators. Recently, the CCI Chairperson, Ms. Ravneet Kaur has also expressed concerns around no-poach agreements and has emphasised that the CCI may look into them if required.[4] Various competition regulators around the globe are now proactively addressing the growing concerns around no-poach agreements through prosecution, rulemaking, and new legislations. Here’s a look at how some major regulators are handling the issue:   United States of America The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) have been prioritising the regulation of no-poach agreements in the recent past. However, the law is not yet settled as to which horizontal labour market agreements are per se illegal and which may be assessed on a rule of reason basis for their net competitive effect. In 2010, the DOJ brought one of the first no-poach cases against big tech companies in Silicon Valley alleging that the companies had agreed not to solicit one another’s software engineers.[5] While the 2010 proceedings were civil in nature, more recently, the DOJ has been considering agreements that have the sole intention of restricting competition for labour (“Naked” no-poach agreements) per se illegal and subject to criminal liability. This remains consistent with the approach adopted for per se illegal cartel cases. On the enforcement end, the DOJ has prosecuted no-poach agreements as criminal violations of U.S. antitrust law, but with a mixed record of success. The DOJ has continued to advocate a per se approach; however, the courts have preferred a case-by-case approach, often considering the purpose and effect of the agreement, as well as potential procompetitive benefits. Much of this case law turns on whether a no-poach agreement can be argued to be ancillary to a legitimate business venture. More recently, on 14 April 2025 the DOJ secured its first conviction in a labour market criminal trial. While the District Court of Nevada convicted the owner of a healthcare company on account of fixing wages of nurses[6] rather than for a no-poach agreement, the case still marks a monumental win for the DOJ in its pursuit of criminal prosecution in the labour market. In April 2024, the FTC announced its final rule banning non-compete agreements, however, a federal court struck down FTC’s ban holding that the FTC exceeded its statutory authority. While the FTC has appealed the decision of the federal court, it continues to assess non-compete issues in antitrust cases on a case by case basis.   European Union The European Commission (EC) has shown increased concern regarding no-poach agreements, although enforcement has been primarily at the national level. The EC has been looking into potential no-poach agreements in several cases with its first official investigation into no-poach agreements between food delivery companies.[7] In June 2025 the EC found its first contravention in the labour market, imposing a fine of approx. INR 3,300 crores on food delivery companies,[8] thereby highlighting EC’s priority of addressing anti-competitive concerns in the labour market. In its May 2024 policy brief, the EC categorised wage-fixing and no-poach agreements as restrictions “by object”, therefore applying the per se approach.[9]   On the other hand, various national competition authorities within the European Union have initiated investigations into no-poach agreements in several sectors, such as the floor covering sector, sport sector, and freight forwarding sector. Notably, in 2022, the Portuguese competition authority imposed a fine on Portuguese football teams and the Portuguese football league for agreeing to not hire any players who would terminate their contract during the covid-19 pandemic. National competition authorities have also classified the so-called “naked no poach” agreements as cartels and consider them as restrictions of competition “by object”.[10]   United Kingdom In February 2023, the Competition and Markets Authority (CMA) issued guidance emphasizing the anti-competitive nature of no-poach agreements and identifying them as cartel activities. The guidance explains that no-poach agreements are formed when two or more businesses agree not to hire each other's employees (or only do so with consent from the other employer). Although the guidance advises businesses to avoid "agreeing with a competitor not to approach or hire each other's employees", it is important to understand that this restriction applies beyond product market competitors and aims to encompass all no-poach agreements that have the potential to restrict competition.[11]   The CMA’s guidance was issued following the launch of its investigation in July 2022 into what are understood to be suspected wage fixing arrangements in the UK’s sports broadcasting industry. A second investigation was launched in October 2023 into similar practices in the non-sports broadcasting sector.   In January 2024, the CMA released a market research study on competition and market power in the labour market which revealed that “non compete” clauses affect around 30% of the workforce in the UK with it increasing to 40% in the scientific and tech industry which is a growing cause of concern.[12]   Brazil Although Brazilian competition law doesn't explicitly address labour market restrictions, the Administrative Council for Economic Defense (CADE) has begun to prohibit no-poach agreements. In March 2021, pursuant to a leniency application CADE launched its first-ever labour markets investigation in the healthcare sector, which resulted in cease and desist directions along with a penalty of approx INR 57.5 crores on the parties. Reports indicate that CADE continues to scrutinise no-poach agreements. In October 2024, CADE launched two investigations into trade association bodies alleged to be sharing confidential employment information with companies from different industries.[13]   Mexico The Federal Economic Competition Commission (COFECE) was one of the first competition regulators around the world to investigate no-poach agreements as a competition concern. In November 2018, COFECE investigated a “gentlemen's agreement” between the country's top football clubs that prevented footballers from freely negotiating and contracting with new teams. One of the parties under investigation that sought to sign a player from another party needed to obtain prior authorisation which often included some kind of compensation. COFECE concluded the investigation and imposed a fine of approx. INR 89 crores in September 2021.[14]   Canada Notably, Canada amended its Competition Act in 2022 to include criminal cartel provisions prohibiting no-poach agreements, effective June 2023. Subsequently, the Competition Bureau of Canada (CBC) released enforcement guidelines on wage fixing and no poach agreements.[15] While there have not been any reported cases for no poach agreements as of date, the amendment and guidelines suggest a per se approach. However, as with the earlier cartel provisions, the amended provisions for no poach include an ancillary restraints defence. The guidelines indicate that an ancillary restraints defence will be available when the restraint is ancillary and reasonably necessary for a separate agreement.   Turkey In February 2022, the Turkish Competition Authority (TCA) penalised sixteen companies in the private hospitals industry for restricting competition in labour markets by enforcing no poach agreements. This marked TCA’s first ever public action targeting anti-competitive conduct in labour markets. In its assessment, TCA noted that there is no difference between no-poach agreements and cartels thereby, adopting a per se approach.[16] Since then, the TCA has actively pursued cases involving no-poach agreements, imposing significant fines on companies across various sectors. In November 2024, the TCA finalised its guidelines on competition infringements in labour markets that make it clear that no-poach agreements are ‘by-object’ violations.   Cross-Border Implications While enforcement has been largely local, cross-border implications are growing. As remote work increases, labour markets become less geographically confined, and cross-border collusion in labour markets is likely to rise. The U.S. DOJ has already addressed cases involving global suppliers engaged in no-poach agreements.   Indian context Within the Indian competition law regime, the Competition Act, 2002 (Competition Act) provides the framework for the CCI to analyse anti competitive issues arising from no-poach agreements. Section 3(1) read with Section 3(3) of the Competition Act, prohibits cartelisation between those who are engaged in identical or similar trade of goods or provision of services. Given the broad definition of “services” provided under Section 2(u) of the Competition Act, it appears to be wide enough to include the provision of labour to the extent it is in “connection with business or any industrial or commercial matters”. More particularly, Section 3(3)(a) of the Competition Act prohibits determination of purchase price whether directly or indirectly. The wages paid by an employer for the purchase of an employee's services would be considered the purchase price. Accordingly, any no-poach agreement restricting an employee's ability to seek better wages is likely to be presumed anti-competitive as it directly or indirectly determines the purchase price.   Conclusion No-poach agreements represent a significant antitrust concern with the potential to harm both workers and competition. As various jurisdictions around the world increasingly focus on these agreements, businesses must be aware of the legal ramifications of engaging in such practices. The global trend indicates a move towards stricter enforcement and greater scrutiny of labour market restrictions. Given the global increase in scrutiny surrounding no-poach agreements, it is likely that the CCI will develop its jurisprudence in this area. This will be particularly interesting to observe in the context of reported no-poach agreements between two major Indian business conglomerates.[17] The increasing prevalence of these agreements in India may lead the market regulator to intervene.   Avinash Amaranth - Partner                  Uday Bali - Associate [1] Posner, Eric A. & Volpin, Cristina. “No-poach agreements: An overview of EU and national case law” Concurrences. 3 May 2023. Available at: https://www.concurrences.com/en/bulletin/special-issues/no-poach-agreements/no-poach-agreements-an-overview-of-eu-and-national-case-law [2] Cordao, Catarina Lobo & Silva, Julia Piccoli. “Antitrust implications regarding “no-poach” agreements” Grinberg Cordovil. Available at: https://gcalaw.com.br/wp-content/uploads/2021/03/Acordos-de-n%C3%A3o-aliciamento-de-trabalhadores-e-suas-implica%C3%A7%C3%B5es-antitruste-EN.pdf#:~:text=Since%202016%2C%20%E2%80%9Cno-poach%E2%80%9D%20and%20%E2%80%9Cwage-fixing%E2%80%9D%20agreements%20have%20been,agreements%2C%20but%20the%20authority%E2%80%99s%20General%20Superintendency%20already%20issued [3] Case No. 108 of 2015, order dated dated 10 February 2016. [4] Money Control News. “Poaching of ‘AI staff’ a worry, will ‘look’ into it if needed, says CCI chief Ravneet Kaur”. 11 December, 2024. Available at: https://www.moneycontrol.com/news/business/companies/poaching-of-ai-staff-a-worry-will-look-into-it-if-required-says-cci-chief-ravneet-kaur-12887520.html [5] Levine, Dan. “Apple, Google reach new deal to end U.S lawsuit over poaching” Reuters. 14 January 2015. Available at: https://www.reuters.com/article/idUSKBN0KN02Z/ [6] Snyder, Brent et al. “Perseverance Pays Off for DOJ in Labor Market Criminal Trial” Wilson Sonsini. 17 April 2025. Available at: https://www.wsgr.com/en/insights/perseverance-pays-off-for-doj-in-labor-market-criminal-trial.html [7] PYMNTS. “EC Investigates ‘No-Poach’ Agreements at Food Delivery Companies''. 21 November 2023. Available at: https://www.pymnts.com/news/delivery/2023/ec-investigates-no-poach-agreements-at-food-delivery-companies/ [8] Case AT.40795 – Food Delivery Services. [9] European Union’s “Competition policy brief”. Available at: https://competition-policy.ec.europa.eu/document/download/adb27d8b-3dd8-4202-958d-198cf0740ce3_en [10] Posner, Eric A. & Volpin, Cristina. “No-poach agreements: An overview of EU and national case law” Concurrences. 3 May 2023. Available at: https://www.concurrences.com/en/bulletin/special-issues/no-poach-agreements/no-poach-agreements-an-overview-of-eu-and-national-case-law [11]  Competition & Markets Authority. “Guidance- Employers advice on how to avoid anti-competitive behaviour”. 9 February 2023. Available at: https://www.gov.uk/government/publications/avoid-breaking-competition-law-advice-for-employers/employers-advice-on-how-to-avoid-anti-competitive-behavior [12] Press Release, “CMA research report on competition and market power in UK labour market”. 25 January 2024. Available at: https://www.gov.uk/government/news/cma-research-report-on-competition-and-market-power-in-uk-labour-market [13] White & Case. “White & Case heatmap of antitrust and labour developments (WHALD)”. Accessed on 20 February 2024. Available at: https://www.whitecase.com/map-antitrust-labour-developments-latin-america [14] Masson, Julie. “COFECE sanctions football clubs in first no-poach probe” Global Competition Review. 24 September 2021. Available at: https://globalcompetitionreview.com/article/cofece-sanctions-football-clubs-in-first-no-poach-probe [15] Government of Canada. “Enforcement Guidelines on wage-fixing and no poaching agreements” Competition Bureau Canada. 30 May 2023. Available at: https://ised-isde.canada.ca/site/competition-bureau-canada/en/how-we-foster-competition/education-and-outreach/enforcement-guidelines-wage-fixing-and-no-poaching-agreements [16] Ayna, Mustafa et al. “The Turkish Competition Authority fines private hospitals for concluding no-poach arrangements, conspiring to fix wages and service fees charged to freelance physicians” Concurrences. 22 February 2022. Available at: https://www.concurrences.com/en/bulletin/news-issues/february-2022/the-turkish-competition-authority-fines-private-hospitals-for-concluding-no [17] Business Today, '”Talent hard to find': What the Ambani-Adani 'no-poaching pact' really means”, 26 September 2022 available at: https://www.businesstoday.in/latest/corporate/story/talent-hard-to-find-what-the-ambani-adani-no-poaching-pact-really-means-348149-2022-09-26  

Place: New Delhi Date: 24th July 2025 Release: Immediate We are pleased to announce the promotion of Nishant Sogani and Zubin Poovathinkal to the partnership at Chandhiok & Mahajan. Their elevation reflects our ongoing commitment to building a diverse, future-ready leadership and nurturing exceptional legal talent. With these additions, our partnership now stands at 18, with women representing 35% of our partners. Nishant Sogani Partner – Mumbai | Restructuring & Insolvency | Banking & Finance Nishant Sogani, based in Mumbai has over a decade of experience in Restructing & Insolvency, Finance and General Corporate practices. A trusted advisor to insolvency professionals, banks, financial institutions, and corporate groups, Nishant has led several of the firm’s complex mandates. His expertise spans insolvency resolution, distressed M&A, debt & corporate restructuring, structured finance and corporate lending.   Zubin Poovathinkal Partner – Hyderabad | Dispute Resolution Zubin is an accomplished litigator with more than 10 years of experience before trial and appellate courts. He has represented clients in commercial arbitration, criminal defence, tax litigation, insolvency proceedings, and constitutional matters. Recognised for his clarity of thought and courtroom strength, Zubin is widely respected for his ability to navigate complex disputes and deliver results. Speaking on these promotions, Pooja Mahajan, C&M’s managing partner, stated:  “We are delighted to welcome Nishant and Zubin to the partnership. Their promotion is a recognition of their expertise, leadership, and alignment with our values. Both have played a key role in strengthening our practices and consistently delivered excellence to our clients. We are proud to have them as part of our leadership team.”

New Delhi, May 2025 — Chandhiok & Mahajan (C&M) is pleased to announce the return of Vikram Sobti, who rejoined the firm today as Head of the Real Estate Practice at our Delhi office, effective May 2025. New Delhi, May 2025 — Chandhiok & Mahajan (C&M) is pleased to announce the return of Vikram Sobti, who rejoined the firm today as Head of the Real Estate Practice at our Delhi office, effective May 2025. Vikram’s return marks a significant step in the continued expansion of C&M’s real estate capabilities. He brings a rare blend of experience from both private practice and in-house roles, having led high-value real estate transactions, complex commercial disputes, and regulatory strategy at scale. An alumnus of Campus Law Centre, Delhi University, Vikram began his legal career at Luthra & Luthra Law Offices and was one of the founding members of Chandhiok & Mahajan, where he helped establish and shape the firm’s Dispute Resolution practice. In 2023, Vikram transitioned to the corporate side as General Counsel at Emaar India, where he headed the legal function. At Emaar, he oversaw strategic litigation, regulatory engagement, and high-stakes real estate deals, giving him a deep understanding of business needs, operational risk, and legal execution. “We are thrilled to welcome Vikram back to the firm,” said Managing Partner, Pooja Mahajan. “C&M been involved in a wide range of transactions, disputes, and regulatory investigations in the real estate sector. With Vikram rejoining the firm, we are excited to bring our cross-practice expertise together under an industry-focused approach to better serve our clients.” “We are delighted to welcome Vikram back to C&M. His extensive experience across real estate regulatory, transactional, and disputes matters will further strengthen our capabilities, particularly in disputes, competition, regulatory, and restructuring. Vikram has also played a key role in shaping the collaborative culture that defines our firm. His return reinforces our commitment to delivering integrated, industry-focused solutions to our clients.” added Karan S. Chandhiok, Partner and Head of Competition & Regulatory Practice. Commenting on his return, Vikram Sobti said: “It’s a privilege to rejoin C&M at a time when the real estate sector is undergoing rapid transformation. Having led legal strategy for one of India’s largest real estate companies, I’ve had the opportunity to work closely on complex transactions, regulatory frameworks, and large-scale dispute resolution. I look forward to leveraging this experience to build a solutions-driven practice that is deeply aligned with client goals and commercial realities.” Vikram’s rejoining significantly enhances C&M’s Real Estate offering and supports the firm’s broader strategy of deepening sectoral expertise and delivering value-led, integrated legal services. About Chandhiok & Mahajan Chandhiok & Mahajan is a leading Indian law firm offering full-service capabilities across dispute resolution, competition, restructuring, regulatory, and corporate practices. With a reputation for high-quality legal advice and a collaborative approach, the firm advises a diverse client base across sectors and jurisdictions.

New Delhi, April 2025 — Chandhiok & Mahajan (C&M) has further strengthened its Corporate practice with the appointment of Natasha Tuli as Counsel in its New Delhi office, effective April 2025. Natasha brings over 17 years of diverse experience advising corporates, investors, and financial institutions on complex transactions, regulatory strategy, corporate restructuring, and governance. Her practice spans both Indian and international markets, including in-house roles with Porsche Cars and Pfizer in the UK, and senior positions at leading Indian firms such as Tatva Legal, Dua Associates, and Sakura Advisory. A commercially focused and solutions-driven practitioner, Natasha is known for her ability to navigate high-value, cross-border transactions and deliver advice that aligns legal precision with business imperatives. Sujoy Bhatia, Head of Corporate/M&A at C&M, said: “Natasha brings a distinctive blend of international insight and domestic experience. Her ability to advise across M&A, private equity, and regulatory matters makes her a valuable addition as we continue to support clients in an increasingly complex and fast-moving business environment.” Pooja Mahajan, Managing Partner, commented: “We are delighted to welcome Natasha to the firm. Her appointment reflects our continued investment in building a future-ready Corporate practice—one that combines deep sectoral knowledge with sharp legal and commercial thinking.” On joining C&M, Natasha Tuli said: “I’m excited to be part of a firm that’s respected for both its collaborative ethos and its sophisticated client work. I look forward to working with the team to help clients navigate evolving regulatory landscapes and realise their strategic goals.”  

The Indian judiciary’s perennial struggle with mounting case pendency remains a cause for concern. As per the National Judicial Data Grid (“NJDG”), over 6.23 million cases are pending before High Courts, with civil matters alone constituting 4.41 million. According to the most recent NJDG update, the Supreme Court has 81,306 pending cases, of which 63,790 are civil matters.   To mitigate judicial pendency, several initiatives have been undertaken, with a significant focus on encouraging the settlement of disputes. A notable step in this direction is the Mediation Act, 2023, which promotes mediated settlements between parties. Similarly, the Commercial Courts Act, 2015 incorporates a mandatory pre-litigation mediation provision. As held in M.S. Patil Automation Pvt. Ltd. & Ors. v. Rakheja Engineers Pvt. Ltd.[1], any suit instituted without exhausting the possibility of mediation under the Commercial Courts Act, 2015 is subject to rejection under Order VII, Rule 11 of the Code of Civil Procedure, 1908 (“CPC”).   Additionally, Section 89 of the CPC mandates courts to endeavor settlement of disputes by referring parties to Alternative Dispute Resolution (“ADR”) mechanisms, namely: (a) Arbitration, (b) Conciliation, (c) Judicial settlement, (d) Settlement through Lok Adalat, and (e) Mediation. This provision was introduced pursuant to the Code of Civil Procedure (Amendment) Act, 1999 following the recommendations of the Malimath Committee and the 129th Law Commission Report, aiming to reduce pendency in litigation and facilitate speedy disposal of cases.   Notably, the Court Fees Act, 1870 (“CFA”) was also amended through the Amendment Act, introducing Section 16, which entitles a plaintiff to claim a refund of court fees if the dispute is settled through any of the ADR modes prescribed under Section 89 of the CPC. In Nutan Batra v. M/S Buniyaad Associates[2], the Delhi High Court emphasized that Section 16 promotes ADR even after court proceedings commence. The provision acknowledges that while court fees facilitate judicial processes, litigants should not be unduly burdened when disputes are resolved outside the court’s adjudicatory framework. Accordingly, Section 16 permits refund of court fee when judicial intervention is ultimately not availed for dispute resolution.   The objective of Section 16 of the CFA is also evident from the Notes on Clauses in the Code of Civil Procedure (Amendment) Bill, 1997, which states: “The proposed amendment is consequential to the new section 89 in the Code of Civil Procedure, 1908, proposed to be inserted vide clause 7 of the Bill so as to enable the party to claim refund of court-fee in case the matter in dispute is settled outside the court.”   In fact, a division bench of the Supreme Court in High Court of Judicature at Madras v. M.C. Subramaniam (“M.C. Subramaniam”)[3], examined Section 69A of the Tamil Nadu Court Fees and Suit Valuation Act, 1955, which is pari materia to Section 16 of the CFA. The Court held that the refund of court fees is not contingent on settlement being exclusively through the modes prescribed under Section 89 CPC. It clarified that Section 89 CPC is not a sine qua non for Section 16 of the CFA, and courts are not required to formally refer parties to ADR for a refund to be granted. The judgment affirmed that private settlements are inherent to Section 89 of the CPC and entitles a party to seek refund of court fees under Section 16 of the CFA.   Despite this settled position, recently a division bench of the Supreme Court in Jage Ram v. Ved Kumar & Ors. (“Jage Ram”)[4] dismissed an SLP challenging the Punjab and Haryana High Court’s order which had rejected the petitioner’s plea for a refund of court fees. The Supreme Court held that a refund under Section 16 of the CFA is not permissible if parties settle privately, outside the mechanisms prescribed in Section 89 of the CPC.   The decision in “Jage Ram” departs from the settled law in “M.C. Subramaniam” by narrowly interpreting Section 16 of the CFA, effectively distinguishing between court-assisted settlements and private settlements.   This approach in “Jage Ram” creates an arbitrary classification between litigants who resolve disputes through court-facilitated ADR and those who privately settle, despite both groups equally contributing to reducing judicial workload.   A purposive interpretation of Section 16 of the CFA is essential to avoid an unjust outcome. The Supreme Court has consistently recognized that statutory interpretation must further legislative intent and avoid unfair classifications.[5] A narrow interpretation of Section 89 CPC and Section 16 CFA would create an inequitable situation where: Parties referred to mediation by the court are entitled to a full refund of court fees. Parties who settle privately, without burdening the court’s resources, are denied the same benefit.   This would lead to anomalous situation, contradicting the very objective of Sections 89 CPC and 16 CFA, i.e., to encourage settlements and reduce litigation. Such an interpretation cannot be countenanced.   Furthermore, both “M.C. Subramaniam” and “Jage Ram” were decided by coordinate benches of the Supreme Court. Under the doctrine of per incuriam, a decision rendered in ignorance of binding precedent lacks authority.[6] It is well-established that a coordinate bench is bound by prior decisions of equal strength, unless the matter is referred to a larger bench.[7]   It appears that while deciding “Jage Ram”, the Court was not made aware of  the ruling in “M.C. Subramaniam” which had interpreted Section 69A of the Tamil Nadu Court Fees and Suit Valuation Act, 1955 (pari materia to Section 16 of the CFA) purposively to include private settlements within the scope of court fee refunds. In contrast, “Jage Ram” restricts refunds solely to settlements facilitated under Section 89 CPC, creating a doctrinal conflict without addressing the prior ruling in “M.C. Subramaniam”. Unfortunately, this omission renders “Jage Ram” per incuriam.   Moreover, the reasoning in “Jage Ram” appears limited. The Court briefly concluded that Section 16 of the CFA confines court fee refunds to settlements under Section 89 CPC, without examining the underlying legislative intent. Given the judgment’s potential ramifications for private settlements, a more nuanced and comprehensive analysis would have afforded greater jurisprudential clarity. As of today, “Jage Ram” seems to disincentivize private settlements.   Conclusion The decision in “Jage Ram” is an unfortunate misstep. If the Court had been made aware of the precedent in “M.C. Subramaniam”, the ensuing legal uncertainty could have been averted.   “M.C. Subramaniam” correctly interprets Section 16 of the CFA to incentivize dispute resolution through both court-referred and private settlements. Encouraging out-of-court settlements significantly reduces judicial burden, aligns with legislative intent, and ensures fair treatment of litigants who proactively resolve disputes without requiring court intervention. In contrast, “Jage Ram” limits the refund of court fees, creating an unfair distinction between different modes of settlement.   However, the critical question persists: should refunds under Section 16 of the CFA apply equally to private settlements as they do to settlements under Section 89 CPC? Given the policy implications of the CFA and the conflicting judicial pronouncements, the issue warrants examination by a larger bench of the Supreme Court to conclusively settle the law. A conclusive ruling is necessary to ensure a consistent, fair, and purposive interpretation of the law and reinforce the broader objective of promoting dispute resolution through all legitimate means. It remains to be seen if and when the Supreme Court will refer this question to a larger bench and resolve the ambiguity once and for all. Authored by: Mehul Parti – Partner Shivangi Bajpai – Associate Footnotes [1] 2022 SCC OnLine SC 1028 [2] AIR Online 2018 DEL 2602 [3] (2021) 3 SCC 560 [4] SLP (C) No. 723/2023 [5] 2018 (9) SCC 691 [6] (2015) 2 SCC 189 [7] (2016) 15 SCC 289

Managing Partner and Head of Restructuring & Insolvency Practice, assisted by Nishant Sogani,Counsel, Savar Mahajan, Managing Associate, Saurabh Bachhawat, Managing Associate, Shrishti Agnihotri, Associate, Shreya Mahalwar, Associate and Priyanka Pandey, Associate, advised Sarda Energy & Minerals Limited (‘Sarda’) in acquisition of SKS Power Generation Chhattisgarh Limited (having 600 MW thermal power plant in Chhattisgarh) in its corporate insolvency resolution process of under the Insolvency & Bankruptcy Code, 2016 for a deal value of more than INR 1900 crores. The resolution plan submitted by Sarda was approved by the Hon’ble NCLT on 13 August 2024. C&M also successfully defended Sarda in various applications and appeals which were filed by the unsuccessful resolution applicants before the NCLT and NCLAT respectively, challenging the approval of the resolution plan of Sarda Energy. The NCLAT by its judgement dated 1 October 2024 has upheld the plan approval order of NCLT and dismissed the objections raised by unsuccessful resolution applicants. C&M is proud to have contributed to the successful acquisition of a thermal power plant by Sarda Energy & Minerals Limited.  

Chandhiok & Mahajan is delighted to announce the promotions of four outstanding attorneys within our firm, honoring their exceptional contributions and steadfast dedication. We are proud to share that Nishant Sogani has been promoted to Counsel, Ashwani Malhotra and Saurabh Bachhawat have been elevated to Managing Associates, and Tarun Donadi has been promoted to Senior Associate. These promotions are testament to our outstanding legal expertise, unwavering commitment to clients, and a significant impact on our firm’s practice. Nishant Sogani, based in Mumbai, brings over 10 years of experience in Restructuring & Insolvency and General Corporate practice. As a pivotal member of the team, Nishant handles some of our most complex cases and is well-positioned to tackle new challenges while continuing to drive excellence. Nishant advises insolvency professionals, banks & financial institutions, asset reconstruction companies (ARCs) and corporate groups in the stressed asset space including on aspects of insolvency resolution and loan transfers (including portfolio sales). He also advises clients on M&A transactions (distress and non-distress) and general corporate issues relating to company law, debt financing, debt restructuring and commercial contracts. He has advised clients in various insolvency and restructuring matters in the power, real estate and steel sector. Ashwani Malhotra and Saurabh Bachhawat have both been promoted to Managing Associates. Ashwani manages a diverse practice portfolio, specializing in domestic and international commercial arbitration, shareholder disputes, company law-related disputes, and white-collar crime defense matters. He regularly appears before arbitral tribunals, investigating agencies such as the Enforcement Directorate, the Appellate Tribunal (PMLA), the National Company Law Tribunal, the National Company Law Appellate Tribunal, various High Courts, and the Supreme Court of India. Saurabh, with over 9 years of experience in commercial and regulatory litigation, regularly appears before various forums including Securities Appellate Tribunal, SEBI, NCLT, NCLAT, and other regulatory bodies. Ashwani and Saurabh are based in our New Delhi and Mumbai offices, respectively. Tarun Donadi has been promoted to Senior Associate. He has extensive experience in representing clients in merger control, cartel investigations and abuse of dominance cases before the Competition Commission of India and the National Company Law Appellate Tribunal. Pooja Mahajan, Managing Partner at Chandhiok & Mahajan, stated, “We are excited to celebrate the achievements of our colleagues through these well-earned promotions. Each of these professionals exemplifies our firm’s core values and has consistently excelled in their roles. Their advancement not only strengthens our firm’s capabilities but also underscores our commitment to delivering top-tier legal services. We are confident that they will continue to excel and strengthen our resolve of delivering exceptional results for our clients.” These promotions highlight the outstanding talent and dedication at Chandhiok & Mahajan. We look forward to their continued contributions and success in their new roles.