JSA
This edition of the JSA Brief showcases JSA authored articles, updates & newsletters and achievements such as deals and events in all practice area over the preceding month (September 2025).
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The High Court of Telangana (“Telangana HC”) in the case of M/s. Janset Labs Private Limited vs. Agilent Technologies Private Limited[1] held that the amended ‘specified value’ threshold of INR 3,00,000 (Indian Rupees three lakh) under Section 2(1)(i) of the Commercial Courts Act, 2015 (“CC Act”) (as amended under the Commercial Courts (Amendment) Act, 2018, (“CC Amendment Act”)) applies uniformly across India, including Telangana, without requiring a separate State Government notification. The Telangana HC clarified that ‘specified value’ under Section 2(1)(i) of the CC Act (which determines whether a dispute is commercial) is distinct from ‘pecuniary jurisdiction’ under Section 3(1A) of the CC Act (which defines the monetary limits of courts within a State) and held that the requirement of a notification under Section 3(1A) cannot be imported into Section 2(1)(i).
The Telangana HC reaffirmed that the CC Amendment Act operates uniformly across India, including Telangana, without the need for a separate State notification. By clarifying the distinction between ‘specified value’ and ‘pecuniary jurisdiction’, the Telangana HC provided crucial interpretative clarity and reinforced the uniform national applicability of the amended INR 3,00,000 (Indian Rupees three lakh) threshold for commercial disputes.
This Prism is prepared by:
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Harshavardhan Abburi |
Poojitha Babbepalli |
Pooja Gandhi |
For more details, please contact [email protected].
[1] Civil Revision Petition No. 1932 of 2025 (decided on September 22, 2025]
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Delhi High Court has held that an agreement for mere provision of services does not ipso facto qualify as a commercial dispute under the Commercial Courts Act, 2015
The Hon’ble Delhi High Court (“Delhi HC”), in the matter of Chand Mehra and Anr. vs. British Airways PLC[1] has held that for a dispute to qualify as a ‘commercial dispute’ within the meaning of the Commercial Courts Act, 2015 (“CC Act”), the transaction must inherently involve an element of commerce, trade, business, or finance.
Mr. Chand Mehra and another (“Appellants”) purchased 2 (two) business class tickets from British Airways PLC (“Respondent”) for a total of INR 5,09,918 (Indian Rupees five lakh nine thousand nine hundred and eighty-one). In May 2023, due to a family emergency, the Appellants were constrained to cancel their travel plans and requested the Respondent to issue a refund for the purchase price of the flight tickets. The Respondent informed the Appellants that it would refund an amount of INR 2,04,876 (Indian Rupees two lakh four thousand eight hundred and seventy-six) while an amount of INR 3,05,042 (Indian Rupees three lakh five thousand and forty-two) would be deducted towards cancellation charges. Instead of processing the refund, the Respondent converted the refund amount into a future travel voucher, which could be used at a later date.
The Appellants issued a legal notice on October 9, 2023, demanding a full refund with interest at 18% per annum. As the Respondent failed to provide the refund, the Appellants approached the South-East District Legal Services Authority for pre-institution mediation, which failed since the Respondent did not provide any response. Consequently, the Appellants sought interest as the same rate, along with punitive damages of INR 10,19,836 (Indian Rupees ten lakh nineteen thousand eight hundred and thirty-six) alleging that the Respondent engaged in unethical conduct for unjust enrichment.
The Respondent contested the suit before the District Court and filed a consolidated application seeking either return of the plaint under Order VII Rule 10 or rejection of the plaint under Order VII Rule 11 of the Civil Procedure Code, 1908 (“CPC”) inter alia contending that the matter was not a ‘commercial dispute’ under Section 2 (1) (c) of the CC Act. The District Court allowed the application under Order VII Rule 10 of the CPC and held that the plaint did not disclose a ‘commercial dispute’ within the meaning of Section 2 (1) (c) of the CC Act and returned the plaint with liberty to file the same before a court of competent jurisdiction (“Impugned Order”).
The Appellants preferred an appeal before the Delhi HC against the Impugned Order (“Appeal”).
Whether the plaint filed by the Appellants fell with the purview of a ‘commercial dispute’ under Section 2 (1) (c) of the CC Act?
The Delhi HC dismissed the Appeal and inter alia held as follows:
This decision reinforces the specific and narrow scope of ‘commercial disputes’ under the CC Act. The mere fact that a transaction falls within the broad description of matters under Section 2 (1) (c) of the CC Act would not by itself constitute a commercial dispute. The element of commerce is an inherent feature which cannot be done away with. These clarifications may result in a plethora of non-commercial disputes being removed from the jurisdiction of commercial courts, thus easing the burden on commercial courts in the country.
This Prism is prepared by:
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Farhad Sorabjee |
Shanaya Cyrus Irani |
Siddhesh Pradhan |
Jatin Asrani |
[1] 2025:DHC:8427:DB (decided on September 23, 2025)
[2] (2020) 15 SCC 585
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The Hon’ble Supreme Court of India (“Supreme Court”) in the case of Mrs. Shailja Krishna vs. Satori Global Limited and Ors.[1] reaffirmed the jurisdiction of the Hon’ble National Company Law Tribunal (“NCLT”) to adjudicate complex issues of fraud, manipulation and coercion in allegations of oppression and mismanagement filed under Sections 397 and 398 of the Companies Act, 1956 (“CA 1956”). This judgment of the Supreme Court clarifies the powers of the NCLT to address the validity of controversial instruments/documents pivotal to the claim of oppression and mismanagement, including gift deeds and share transfers alleged to be vitiated by fraud.
Satori Global Limited (“Company”), which was originally incorporated as Sargam Exim Private Limited was incorporated in 2016 by Mrs. Shailja Krishna (“Appellant”) and her husband, Mr. Ved Krishna. Since its incorporation, the Company’s shareholding structure became highly concentrated, as the Appellant gradually increased her holding to approximately 98% of the total paid-up share capital. The Appellant also served as an executive director.
The Appellant and her husband separated in 2009-2010, leading to certain differences and the alleged transfer of the Appellant’s controlling shareholding to her mother-in-law through a gift deed dated December 17, 2010. The Appellant contended that the execution of the gift deed was under coercion and duress, and she was not physically present during the execution. The Appellant also asserted that her effective removal from the Company’s management was due to fraudulent board meetings and improper share transfers. These actions were supported by manipulated documents and violated several provisions of the Articles of Association (“AoA”) of the Company.
The NCLT being satisfied by the documentary evidence and credibility of her allegations, ruled in favour of the Appellant. The NCLT invalidated the impugned board resolutions and the contested share transfers and found the purported gift deed vitiated by fraud and contrary to the Company’s AoA. Consequentially, the Appellant was reinstated as both director and majority shareholder.
However, this was then overturned by the Hon’ble National Company Law Appellate Tribunal (“NCLAT”) vide its order dated June 2, 2023. (“Impugned Order”). The Hon’ble NCLAT set aside the order of the NCLT and stated that the NCLT lacked jurisdiction to adjudicate upon issues of fraud. The NCLAT directed the Appellant to seek her remedy before a civil court under Sections 31 and 34 of the Specific Relief Act, 1963. Being aggrieved by the Impugned Order, the Appellant approached the Supreme Court.
The Supreme Court held that the company petition filed under Sections 397 and 398 of the CA 1956 was maintainable, particularly in light of Section 399 of the CA 1956, which sets out certain eligibility thresholds for members to file complaints alleging oppression and mismanagement. The Supreme Court noted that the NCLT found the Appellant’s petition to be maintainable in view of the circumstances under which the Appellant was allegedly divested of her shareholding. The Supreme Court also held that, having examined the pleadings, materials and evidence relating to membership and shareholding, the petition before the NCLT was rightly entertained, especially since fraud and coercion allegations would negate any purported divestment of rights.
On the question of jurisdiction, the Supreme Court affirmed that the NCLT possesses wide powers to adjudicate upon complaints of oppression and mismanagement, including the power to examine the validity of central instruments such as a gift deed tainted by fraud or coercion.
The Supreme Court held that the NCLT had powers to scrutinise both, the gift deed and the board meetings purportedly effectuating the Appellant’s removal. The analysis showed that the transfer of shares vide the gift deed was questionable as it violated the express provisions of the AoA by gifting shares to a class of person not permitted (the mother-in-law) and also had signs of manipulation.
The Supreme Court also noted that the evidence pointed to the Appellant being the victim of a series of co-ordinated acts amounting to oppression and mismanagement. The board meetings removing her from management, the invalid gift deed and manipulation of share transfer forms and the exclusion from company affairs constituted a breach of probity and fairness. The impact of these acts demonstrated a lack of transparency and due process, revoking her rights and majority status in a manner that the Supreme Court deemed wrongful. Accordingly, the Supreme Court set aside the Impugned Order of the NCLAT, restored the NCLT’s order and reaffirmed the jurisdiction of the NCLT to hold wide authority.
The Supreme Court has reaffirmed that the NCLT has wide jurisdiction to adjudicate all matters of oppression and mismanagement, including those involving allegations of fraud and coercion. The Supreme Court reiterated that fraud vitiates all transactions and therefore any instrument or action, such as share transfers or board resolutions, tainted by fraud, manipulation, or mala fide can be declared void by the NCLT.
The NCLT acts as a court of equity and focuses on remedying corporate wrongs rather than being limited by procedural technicalities or constraints cast by a civil court.
The NCLT’s remedial powers ensure shareholder protection and prevents abuse of power by those in control of the affairs of the company. The NCLT is empowered to set aside and correct any company actions that are unfair and wrongful or contrary to the AoA or law, whenever such acts affect the rights of members.
This Prism has been prepared by:
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Varghese Thomas |
Fatema Kachwalla |
Virgil Braganza |
For more details, please contact [email protected].
[1] Civil Appeal Nos.6377-6378 of 2023 (decided on September 2, 2025)
Amid global economic volatility, regulatory certainty and resilience are essential to attract investment and build successful enterprises. The Insolvency and Bankruptcy Code, 2016 (IBC) has made India a desirable investment destination. True to its objectives, the IBC is now a vital legislation, balancing creditor rights with debtor revival. The IBC empowers financial creditors, domestic and international, and imposes credit discipline. In total, the IBC has resolved more than 1,194 cases, with creditors realising INR3.89 trillion (USD 44.4 billion).
The article was authored by Varghese Thomas and Soumitra Majumdar, Partners, and published in Law Asia.
Click here to read the full article.
JSA and Australian Centre for International Commercial Arbitration (ACICA) co-hosted a Breakfast Session at the Delhi Arbitration Weekend 2025. This event presented a unique opportunity for industry leaders and legal professionals to engage in insightful discussions on the evolving landscape of cross-border disputes.
The discussion, titled ‘Not Just Cricket: Rule of law synergies in the Australia–India relationship and the Commonwealth’, was chaired by Hon’ble Mr. Justice A. Aradhe, Judge, Supreme Court of India. The panel featured Amar Gupta, Mark Dempsey SC, Richa Kaushal, and was moderated by Jodi Steele SC.
The Bar Bulletin interviewed the panellists on their views on the topic.
JSA Advocates & Solicitors provided relief to Pepsico India Holdings Pvt. Ltd. before the Gauhati High Court in a significant ruling concerning the interpretation of provisions under the Central Goods and Services Tax Act, 2017 (CGST Act).
The Gauhati High Court held that the scrutiny procedure prescribed under Section 61 of the CGST Act must be mandatorily followed in cases where show cause notices are issued under Sections 73 or 74 due to discrepancies in returns. The Court further observed that the mandate of Section 61 is a necessary pre-condition to invoke jurisdiction under Sections 73 and 74.
The Court also upheld Pepsico’s contention that furnishing information in Table 14 of Form GSTR-9C was optional — which was the genesis of the dispute — and noted that the Revenue Department failed to demonstrate anything to the contrary.
The JSA team was led by Partner Manish Mishra, with support from Partner Shareen Gupta, Principal Associates, Joybrata Misra and Ruchita Modi, and Senior Associate Tanay Vyas.
JSA was privileged to co-host a breakfast panel discussion with AAA-ICDR Asia Case Management Centre at the Delhi Arbitration Weekend 2025.
The distinguished panel comprised of Hon’ble Mr. Justice M.M. Sundresh (Judge, Supreme Court of India), Ms. Thara Gopalan (Vice President, AAA-ICDR), Mr. Jimmy Yim, SC (Chairman, Drew & Napier LLC, Singapore), Mr. Amit Sibal (Senior Advocate and Associate Member, 3 Verulam Buildings Barristers), Ms. Genevieve Poirier (Partner, LALIVE London) and Mr. Dheeraj Nair (Partner, JSA Advocates & Solicitors), who brought exceptional depth to the discussion.
The panel titled “Global Deals, Indian Threads: The Next Wave of Cross-Border Disputes”explored how global deal structures are growing increasingly complex, with Indian capital expanding outward through layered SPVs, minority stakes, and frontier-market transactions, while inbound capital grapples with ESG compliance and exit constraints. These dynamics are giving rise to a new category of cross-border disputes, particularly within the framework of international arbitration.
The discussion also addressed issues of state immunity and the divergent approaches taken by courts in enforcing arbitral awards, highlighting the challenge of balancing commercial interests with broader public considerations.
The Bar Bulletin interviewed the panellists on their views on the topic.
Please click here to download the Prism as a PDF.
The Hon’ble Bombay High Court (“Bombay HC”), in the case of Sachin Corporation and Anr. vs. Kusuma Bhandary Construction Private Limited and Ors.[1], clarified that an ongoing arbitration proceeding need not stall due to stamp duty objections. The Bombay HC further held that an arbitral tribunal is empowered to determine and collect deficient stamp duty and applicable penalty on an insufficiently stamped document. It can admit documents into evidence and continue with the arbitration proceeding without waiting for the stamp authorities to adjudicate the duty. The judgment, however, carved out an important exception for instruments covered by Section 32A[2] of the Maharashtra Stamp Act, 1958 (“Mah Stamp Act”). For such instruments, whose stamp duty depends on the market value of the immovable property, if the arbitral tribunal has reason to believe that the market value has not been accurately stated, it is incumbent upon the tribunal to refer such instrument to the District Collector for proper valuation and assessment of duty.
Whether an arbitral tribunal must send an inadequately stamped instrument to the Collector for adjudication and await the Collector’s decision or whether the arbitral tribunal can itself calculate the deficit duty and penalty payable, collect the amount, and then proceed with the arbitration?
Whilst disposing of the Section 27 petition, the Bombay HC examined the scheme of the Mah Stamp Act in depth and made the following key findings:
The judgment provides a clear and pragmatic framework to handle stamp duty issues in arbitration without derailing the proceedings. It reaffirms that arbitral tribunals, being authorised to receive evidence, can themselves address stamp duty deficiencies on documents by impounding the documents, facilitating payment of the required duty and penalty, and then admitting the documents into evidence.
This ensures that, in most cases, an arbitration need not be put on hold awaiting the outcome of stamp duty adjudication by government authorities. Only in exceptional situations, namely, where the document in question falls under Section 32A of the Mah Stamp Act and requires a true market valuation of property, must the arbitral tribunal halt and refer the matter to the Collector for determination of stamp duty.
By drawing this distinction, Bombay HC’s ruling streamlines arbitral practice. It prevents unnecessary interruptions in arbitral timelines due to stamp duty technicalities, while still preserving the role of the Collector for those instruments that statutorily demand a formal valuation. This decision thus bolsters the efficiency of arbitration proceedings and reflects a pro-arbitration approach, ensuring that procedural stamp duty requirements are met without frustrating the speedy resolution of dispute.
This Prism is prepared by:
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Hormuz Mehta |
Ahsan Allana |
Avantika Kadapatti |
For more details, please contact [email protected].
[1] Commercial Arbitration Petition (L) No. 22660 of 2025 (decided on July 30, 2025)
[2] Section 32A of the Mah Stamp Act pertains to determination of the true market value of immovable property; allows referral to Collector for valuation assessment.
Please click here to download the Prism as a PDF.
The Hon’ble Bombay High Court (“Bombay HC”), in the case of GEA Westfalia Separator India Private Limited vs. SVS Aqua Technologies LLP[1], presents a significant legal discourse on arbitration jurisdiction, specifically examining the applicability of the contractual arbitration clause vis-à-vis arbitration conducted under the Micro, Small and Medium Enterprises (“MSMEs”) Development Act (“MSMED Act”). The Bombay HC held that in the absence of an exclusive jurisdiction clause in a contract, the statutory arbitration under the MSMED Act takes precedence. It clarified that petitions under Section 34[2] of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) challenging the arbitral awards passed by the Micro and Small Enterprises Facilitation Council (“MSEFC”), Pune must be filed before courts having territorial jurisdiction under the MSMED Act.
GEA Westfalia Separator India Private Limited (“Petitioner”) and SVS Aqua Technologies LLP (“Respondent”) executed a manufacturing and supply agreement. The arbitration clause in the said agreement, inter alia envisaged for disputes to be “referred to and finally resolved by arbitration in Mumbai” (“Arbitration Clause”). There was no exclusive or non-exclusive jurisdiction clause.
Disputes arose between the Petitioner and Respondent culminating into awards being passed by the MSEFC, Pune under the MSMED Act in favour of the Respondent and against the Petitioner (“Impugned Awards”). Being aggrieved, the Petitioner challenged the Impugned Awards under Section 34 of the Arbitration Act before the Bombay HC (“Section 34 Petitions”).
In the proceedings, the Respondent raised a preliminary objection on the territorial jurisdiction of the Bombay HC to entertain the Section 34 Petitions and inter alia contended that: (a) since the arbitration was conducted by the MSEFC in Pune, as a matter of statutory territorial jurisdiction, the courts in Pune would have the jurisdiction under Section 34 of the Arbitration Act; and (b) Section 18 of the MSMED Act overrides the provisions of the Arbitration Act and therefore, the arbitration agreement between the Petitioner and Respondent is irrelevant for all purposes.
The Petitioner, on the other hand, relied upon the contractually agreed arbitration clause and inter alia contended that: (a) the arbitration clause envisaged the seat of arbitration as Mumbai. Consequently, the Bombay HC had the exclusive jurisdiction for the purpose of Section 34 Petitions; and (b) the arbitration conducted by the MSEFC, Pune merely indicated that Pune was the convenient venue for the proceedings.
Whether in the absence of an exclusive jurisdiction clause, an arbitration clause can confer jurisdiction to a court for setting aside an award passed in a statutory arbitration?
The Bombay HC dismissed the Section 34 Petitions and inter alia held as follows:
The ruling clarifies that in the absence of an exclusive jurisdiction clause, the provisions of statutory arbitration under the MSMED Act will prevail in determining the jurisdiction of courts in arbitral proceedings. This decision underscores the importance for parties to exercise diligence in drafting jurisdiction and dispute resolution clauses specifically while entering into contracts with MSMEs.
This Prism has been prepared by:
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Farhad Sorabjee |
Pratik Pawar |
Shanaya Cyrus Irani |
Sanjana Pandey |
For more details, please contact [email protected].
[1] Arbitration Petition (L) No. 7358 of 2025 (decided on September 10, 2025)
[2] Section 34 of the Arbitration Act sets out the grounds for challenging an arbitral award.
[3] Section 18 of the MSMED Act sets out the mechanism for referring disputes pertaining to the outstanding sums to the MSEFC.
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