Over the course of last five years, EBC along with the revising authors, namely, Mr. Siddharth Raja, Senior Partner, Vertices Partners; Mr. Dharmendra Chatur, Partner, Poovayya & Co.; and Ms. Saranya Mishra, Corporate Lawyer, worked on restructuring and editing the 18th Edition of the iconic Company Law textbook authored by Dr. Avtar Singh. This edition contains a few important and several incremental changes over the last edition. These changes reflect the amendments in the statutory regime governing companies, more particularly, the 2019, 2020 and 2021 Amendments to the Companies Act, 2013 (‘Companies Act’) along with judicial precedents starting from the National Company Law Tribunals (‘NCLTs’) and Appellate Tribunals, High Courts and the Supreme Court.
For the celebration of the release of this book, EBC organised an event honouring the work.
The event began with a welcome address by Mr. Sudeep Malik, Director, EBC who reminisced about his corporate law classes, the syllabus and material, and the professors during his law school years. He compared the experience of studying corporate law in India and England. In this regard, he quoted an excerpt from the introductory chapter of the book, which reads as follows:
“The “company law” can be daunting as to its apparent staggering complexities as well as its undoubted sheer scale and range of materials and sources.”
In light of this experience, he explained what set this book apart from other sources on the subject was that it provides the learner with the outline of a foundational framework for legal analysis. He quoted another excerpt from the introductory chapter:
“It aims to construct the several sinews of a legal method- namely, a general outline of a body of skills and techniques- which will enable the student to distill and dissect the company law as to its essential principles in law and thereby, in its application to real-world situations or academic testing.”
He remarked that this book would make the subject exciting as it would aid the readers in thinking like a lawyer and culling out the essential fundamental principles.
Followed by the book release, Justice (Retd.) Hrishikesh Roy, Supreme Court of India, delivered an enriching address. He reflected on the lesson that buying law books always made a person richer, not poorer. Reminiscing his introduction to the book, he mentioned that when he consulted the older editions in the 1980s, he realised that it was a dependable book that lucidly explained the key principles of company law.
In this regard, he quoted an excerpt from the foreword by Mr. Arvind P. Datar, Senior Advocate, wherein he reflected on his personal experience with the book and explained how it was invaluable to him. He quoted from a special message of Mr. Sajan Poovayya, Senior Advocate: “Avtar Singh’s Company Law has long been a foundational text for Indian law students and professionals alike.”
Further, Justice Roy endorsed the special message authored by Mr. Rabindra Jhunjhunwala, Partner, Khaitan & Co, wherein he stated, “This edition will continue to be a trusted guide for anyone embarking on their journey to understand the intricacies of company law.”
Besides acknowledging the efforts of Dr. Avtar Singh in penning down the commentary on company law, Justice Roy complimented the additions incorporated by Mr. Siddharth Raja, Senior Partner, Vertices Partners; Mr. Dharmendra Chatur, Partner, Poovayya & Co.; and Ms. Saranya Mishra, Corporate Lawyer, for their scholarly work in revising and presenting the 18th edition. He underscored that Dr. Singh possessed the remarkable ability to present intricate legal concepts in a manner that was both scholarly and easily understandable. His writing stood out for its simplicity which easily captured the reader’s attention. He added that this book, over the years, has served as the first point of reference for law students; it continues to be cited, respected, and referred to by practitioners, academicians, and even judges.
Justice Roy highlighted that the 18th edition comes at a time when the corporate landscape of India is undergoing significant transformation. With increasing regulatory oversight, the rise of startups, the globalisation of Indian companies, growing emphasis on Environmental Social Governance (‘ESG’) and corporate governance, there was a renewed need for legal clarity. He underscored that this edition not only reflects the latest legislative developments, including amendments to the Companies Act and significant judicial pronouncements but also upholds Dr. Singh’s signature tradition of lucidity and scholarship.
He added, “A good legal book does not just inform but it educates, inspires, and endures. Dr Avtar Singh’s Company Law is one such book. It has shaped the intellectual foundation of countless lawyers and judges. Dare I say, many of the sharpest legal minds in our courts today are likely to begin their understanding of corporate law with this very textbook.”
He further expressed that the revised edition shows that the contents of the book had been significantly restructured, principally, by organising the chapters into a more logical order presenting a streamlined flow of legal principles, statutory provisions, especially delegated legislations, and judicial precedents both within the concerned chapter and across chapters.
Concluding his address, he congratulated the authors for revising and enhancing the quality of this timeless text and appreciated EBC and its team for preserving and ensuring that the legal torch lit by Dr. Singh continued to burn brightly for future generations.
Corporate Law Practice vs Academia: Where shall the twain meet?
Taking over from Justice Roy, the panelists engaged in an enrapturing discussion wherein they discussed the examined the dynamic relationship between practical legal application and academic theory.
At the outset, the moderator, Mr. Vishavjeet Chaudhary, Advocate, Supreme Court, remarked that the unique factors about this book were that it had endured for decades and been a continuous favourite for everyone. Thereafter, he asked the panellists to share their views on relationship between corporate law in academia and practice.
In response to the question, Mr. Raja stated that company law was one of those part-regulatory, part-constitutive, or determinative laws, which was very important since every transaction happened in some sort of corporate structure. He mentioned that at one point in time, in the progression of how law books were written, the principles started to get drowned out by the sections, and the books started to flow like the statute. He reminisced that when he was in law school in the 1990s, his company law professor used to be dismissive of Dr. Singh’s book because it had started to flow like a statute.
Ms. Mishra remarked that, her professors preferred Dr. Singh’s book.
On the question posed by Mr. Chaudhary, Ms. Mishra stated that commercial acumen was where corporate practice and law school teachings met. She explained that clients did not want an academic answer but rather whether you could give them the service they needed. In this aspect, legal education lagged as the teaching was more theoretical than conceptual.
Ms. Akila Agarwal, Senior Partner, Cyril Amarchand Mangaldas, contributed to the discussion by stating that there was no disconnect between academics and practice, but there was indeed a limit to what one could learn at law school due to paucity of time and this was where books like these were helpful as they laid the foundation. She emphasised the importance of a good foundation, especially of hardcore principles. She remarked that no matter how much the practice changed if one’s understanding of those fundamental principles was good, they would be able to deliver more sound advice for their clients.
Agreeing with Ms. Agarwal, Ms. Haripriya Padmanabhan, Senior Advocate, Supreme Court, stated that there was limited time to study in law school and knowing the basics was important. She elaborated upon the role of a company secretary, who was responsible for the practical functioning of a company. She explained how the practical aspects of running a company were the company secretary’s job. Thereafter, she remarked that Dr. Singh’s Company Law was a great book, and it held a special place in her life as she not only studied it in law school but also referred to it for research in her practice.
Continuing the discourse, Mr. Chaudhary asked the panellists about how the corporate structures, including the tribunals and other corporate structures, functioned and how they matched up to the demands of the rule of law on the one hand and how they performed.
In response, Ms. Padmanabhan highlighted the huge disconnect as tribunals were unable to bridge the gap and fulfil their functions in terms of speedier, quicker, and specialised justice. Secondly, there were huge vacancies in tribunals. She remarked that since the advent of the Insolvency and Bankruptcy Code, 2016 (‘IBC’), and IBC matters not being tried at High Courts, the NCLTs were overwhelmed with IBC cases that had strict timelines. She exclaimed that a simple case would take years because the NCLT did not have time to hear those matters. Thus, there was an insufficient structure.
She also shed light on the lack of gender representation as, in the last 9 years, there had only been one woman judge in NCLT and 11 additional ones on the side, and out of the 60 NCLT members, only 10 were women. Therefore, as far as gender was concerned, the corporate law structure was highly disparate. She opined that the number of tribunals was highly disparate and overwhelmed with work, and the system was to blame.
Ms. Agarwal added that the biggest problem was that practitioners could not give their clients any assurance on the timeline or the outcome. This was especially difficult in value-dependent transactions. She further expressed the need for rectification of the justice delivery process in company restructuring due to the lack of public policy element.
Mr. Raja proposed that there was perhaps a need for better-drafted petitions with simpler English, which could be taught in law school. He suggested that fundamental concepts could be taught in a crisp manner, and students could be explained their responsibilities and the procedural requirements they would have to adhere to during filing.
On this note, Mr. Chatur opined that there were two issues first, the inadequate quality of decision-making, which was symptomatic of judicial decision-making. According to him, this led to a similar quality of lawyering, teaching, and books. Thus, certain values needed to be ingrained otherwise it impacted the entire chain. The second issue, Mr. Chatur stated, was that much time was spent telling the judge to look at a certain section, so the judicial training was perhaps inadequate.
Ending the discussion with one last question, Mr. Chaudhary asked the panellists the one cultural change that they would like to see, either through an academic lens or through a practitioner’s lens.
In response to this question, Ms. Mishra stated that the syllabus must prepare students for practice and not just be limited to the statute.
Thereafter, Mr. Raja emphasised graduates came into the profession without being able to understand basic things. Thus, according to him, there were three changes required:
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Having a doctrinal approach, i.e., teaching first principles supported by judicial precedent and statutory interpretation.
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Teaching other aspects of corporate laws like securities law or competition law principles with company law.
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Classes must have problem-solving exercises.
Ms. Agarwal added that one cultural change she would like to see in practice was commercial savviness and being deal constructive. She explained that the present culture was a little adversarial in transaction negotiation as people were more invested in the document rather than the deal. She also remarked that India did not have standard documentation, which caused people to spend many days negotiating the transaction documentation despite the market practice being well set. She remarked, “The culture is to sit and hammer down clauses because people are invested in the document rather than the deal.”
Ms. Padmanabhan outlined two changes, namely, a reduction in procedure and an increase in diversity. She suggested that the Companies Act should mandate that women representatives should make up a percentage of the board. She exclaimed, “We need more women on the board, we need more women on the bench, and we need more women lawyers in corporate law”.
Providing inputs according to his experience, Mr. Chatur suggested that law firms should go back to law school to teach students what happens in real life, either in tandem with the professors teaching the concepts or in some other asynchronous manner. He illustrated that in other countries, actual transactions were brought to a law school by a practitioner, and the interested students learned how transactions played out in reality.
Lastly, Ms. Mishra emphasised being aware of what was happening beyond the book and keeping up with the latest developments in the field, such as important cases.
Concluding the event, Mr. Raja addressed the audience with his final remarks, and Ms. Nilufer Bhateja, Senior Associate Editor, EBC, delivered a heartfelt vote of thanks.
