By Saloni Gautam
Student ( JIMS School of Law, Greater Noida)
About the organizer –
JIMS School of Law focuses on studies of students as well as on the practical aspects of the studies. The Institute has been established to cater to the growing needs of higher education in the country. In order to face the challenges of globalization and liberalization in the field of Law, the Institute has endowed its faculty and students with modern technologies, skills, and attitudes.
About the event –
JIMS School of Law organized Symposium on Corporate Governance: Practical Insight, in which there were two speakers to talk about Mergers and Acquisitions and Corporate Fraud & litigation relating to it. Speakers of the session were Ms. Saumya Sharma, Associate (PDS Legal Advocates & Solicitors, Delhi) and Mr. Deepak Sharma, CS, Partner in M/S Sharma Jain & Associates (A firm of practicing Company Secretaries).
About the speaker of Session 1 –
Ms. Saumya Sharma is an associate at PDS Legal advocates & solicitors, Delhi. Ms. Saumya is a law graduate from the Amity Law School, Delhi and is a member of the Bar Council of Delhi. Ma’am practices in the area of General Corporate Advisory, Private Equity, M&A. Ms. Saumya has advised clients on various aspects of corporate commercial laws, general corporate advisory and private equity transactions. She has assisted a wide range of clients across different sectors in the various stages involved in transactions, including, structuring advice, and legal due diligence, documentation, and closing. She has also provided legal advice on various aspects of corporate laws, including for matters related to employment laws, exchange control regulations and the insolvency laws. Ma’am has also undertaken real estate transactions, including real estate due diligence and title verification.
Session 1 –
The discussion was started by discussing the process of investment for a foreign company in India and due diligence exercise in which the foreign companies are required to comply with the provisions of all corporate laws and other commercial laws. The discussion also went to the extent of talking about the role of corporate lawyers in these processes. The main discussion was revolving around the NCLT appointed mergers – step by step process. In order to start the discussion ma’am started with the definition of mergers given in the S. 232 of Companies Act, 2013. After discussing the definition, Ma’am moved from definition to the process of Court-appointed mergers/ NCLT appointed mergers.
For detailed process and required documents for the same please consider the given link –
The session was followed by a Q&A session during which many questions relating to the work as a corporate lawyer, roadmap for making a career in the corporate field. Some questions were also asked relating to the basic theoretical concepts.
About the speaker of session 2 –
CS Mr. Deepak Sharma is currently working with Partner in M/s Sharma Jain & Associates (A firm of Practicing Company Secretaries. Mr. Deepak Sharma has a total of 19+ years of experience providing advisory services to Corporate and providing Legal and Financial Opinions. He has been providing consultancy services to both Indian and Multinational Companies, Partnership Firms, Trust, Societies, NGO’s He has been the speaker on many subjects relating to Corporate Laws, Legal and Secretarial Audit, Doing Business in India, Listing, and Audit. He also deals in International Joint Venture Agreements and Due Diligence Processes. Mr. Deepak Sharma has been associated with the Meerut Chapter of ICSI for 12 years. He has been taking Law classes in NIRC of ICAI in the capacity of faculty for CA Intermediate. He has been the guest faculty/regular faculty in Law colleges, Management Colleges, the Comptroller and Auditor General of India (CAG), CCS University. Also, he has been the active speaker at various platforms of Chartered Accountant and Company Secretary professions.
Session 2 –
The discussion started with defining the company under S. 2(20) of Companies Act, 2013 then the discussion went on to discuss the meaning of corporate and fraud in order to understand the meaning of these terms in connection to corporate law. The discussion went ahead with definition of corporate fraud which wasn’t defined in the old law (Companies Act, 1956), but it is now defined in the new law (Companies Act, 2013). In order to clarify the concept in a detailed manner, Sir referred to the case of Salomon v. Salomon, under which the concept of separate legal entity was ruled out.
The discussion moved ahead with the punishment of corporate fraud given in Ss. 447 & 448. After this, sir discussed the Fraud defined under the Indian Contract Act, 1872 and Indian Penal Code, 1860. Further, in the discussion, the instances of fraud mentioned in the Companies Act, 2013 were discussed. After discussing all these concepts, sir discussed some famous Corporate Fraud cases like; Enron – USA, Satyam Scandal, Harshad Mehta Scam, etc. After discussing all this, sir discussed some signs of management which can be taken as a warning of corporate fraud and some preventive measures which can be taken by the organizations.
The symposium was quite informative and interactive, the response from the side of students was good and many of them said that sessions like this give them the opportunity to know about the practical aspects and exposure to the real world. Many of them were of the opinion that these symposium and other events help them in deciding their line after graduation.
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