Corporate Law in India
6th Floor J.K Building, New Delhi, Vipps Centre
Position: including specialist area of practice and types of work undertaken
Acquisitions, Joint Ventures, Reconstruction of Companies, Mergers & Liquidations, Conveyancing, Investments, Foreign Investments & Public Offers, Corporate and Commercial Law, Banking, Insurance, Construction, Entertainment and media, Aviation & Airports, Power Generation & Distribution, Oil, Gas & Petrochemical, Telecom, Chemicals & Fertilizers, Infrastructure & Highways, Finance & Banking, Mining, Information Technology, Automobiles, FMCG, Health & Allied Services, Multi- Domain Mega Corporations.
Education: Universities, colleges attended, degrees and qualifications (with years attained)
Professional Carrier: e.g. where trained; year qualified; year made partner in present firm. Please summarise your professional carrier (i.e. posts, jobs, appointments, committee memberships held) Current directorships.
1. Professional Experience from 1966 to 1968
Joined the Law Firm Devendra Swarup & Co., Advocates, Kanpur, U.P., India. Handled corporate and litigation matters. Corporate matters handled included advising Banks like State Bank of India with respect to various matters including drafting of documentation relating to loans and advances and security therefor and advising corporates with respect to routine corporate matters including regulatory requirements and compliances and drafting of various commercial and project contracts. Litigation handled included actions for recovery of loans and advances and commercial disputes before the District Curt in Kanpur and matters before the Allahabad High Court.
2. From 1969 to 1980
Joined J.B. Dadachanji & Co., Advocates, in 1969 as an Associate
Handled corporate and major litigation matters. Dealt with various companies in public Sector & Private Sector and foreign companies. The corporate work handled involved advising regard to various corporate and regulatory matters, negotiation and drafting of contracts including Joint Venture Agreements, Technology Transfer Agreements, Buy-back Agreements, Equipment Supply and Erection Contracts, river and port dredging Contracts, Contracts for studies on environmental impact on various industrial projects etc. Became Partner of J.B. Dadachanji, RNM & Co
3. From 1981 to present
Left J.B. Dadachanji RNM & Co., Advocates as a partner and formed Law firm M/s Swarup John & Co in 1981. The firm Swarup John & Co. was handling corporate as well as litigation matters both in Supreme Court and High Court.
In 1993, Swarup John & Co. reconstituted as “Swarup & Co.”, Advocates.
• has over 45 years of experience in the profession and is an Advocate of the Supreme Court of India, and been and is member of the Board of Directors of various Companies including companies listed on Stock Exchanges. Was also member of the Board of Directors of the Corporation Bank.
• The scope of corporate work handled includes advising clients both Indian and foreign in respect of various corporate and regulatory matters including structuring of transactions, structuring, drafting, negotiations of various contracts, project documentation, including project funding agreements, investment agreements, including private equity/venture capital investment agreements, EPC contracts, design and engineering agreement, power purchase agreements, gas supply and transmission agreements, concession agreements for infrastructure projects including tolled highways, expressways, ports, airport, railways, container depots etc., power purchase agreements, project agreements for thermal and hydro electric power projects, civil construction contracts including for dams, bridges etc., Joint Venture Agreements, technology/licensing transfer agreements, Consultancy Agreements, equipment supply, erection and commissioning contracts, drafting of bid documents, schemes of amalgamation and demerger, takeovers and acquisitions including undertaking purchase contracts etc. and due diligence.
• He has also been involved in both external commercial and local borrowings and investments, funding arrangements, public issues, GDRs, FCCBs, restructuring of debts, public offers for purchase of shares, takeovers, matters relating to issue of and dealing in securities, advising on legal issues relating to SEBI regulations and matters (including advice regarding required corporate, governmental and other approvals), drafting of applications for various regulatory and governmental approvals, drafting of related documentation including loan agreements and security documentation like pledge, hypothecation, mortgage etc.
• Has been advising clients both Indian and foreign in all aspects of corporate and commercial matters including foreign investment and entry strategies therefor, funding, public offerings of shares and other instruments, technology licensing, amalgamations and takeovers, advice regarding connected legislation and in all aspects of structuring, negotiating and drafting of agreements.
• Had been advising the Planning Commission of India on documentation and contractual arrangements with respect to infrastructure projects.
• The projects and industries with which Mr. Swarup has been involved with include Power, Fertilizers, Steel and nonferrous metals, Chemicals, Engineering goods, White consumer goods, information technology, Telecommunications, cable television, National Highways, automotive tyres and components, airports, oil Refineries, petrochemicals, natural gas supply and transportation agreements, textiles , hospitality industry, movies etc.
• Advised and assisted the High Powered Committee constituted by the Government of India under the then Secretary Surface Transport, Mr. Yogendra Narain in the development of model concession agreement and related contracts and issues including legal aspects of policy framework for National Highways.
• In the Highway sector advised National Highway Authority of India and was involved in the development of basic documentation package for privatization, advised and developed model concession agreements including on BOT basis, state support agreements, escrow agreements, amendments to the National Highway Act and National Highway Authority of India Act.
• Advised the Planning Commission on the development of Model Concession Agreements for National Highways, State Highways, Operation and Maintenance of Highways and Ports, railway freight trains etc.
• Advising the Planning Commission on development of documentation for infrastructure projects including Model RFP, RFQ, Concession Agreements etc. particularly with respect to Highways, Railways, Ports etc.
• Developed Model Concession Agreement and related agreements and documents for State Highways for the Rajasthan Government and the Punjab Roads and Bridges Development Board.
• Advising Planning Commission in respect of various projects in various infrastructure sector including highways for public – private partnership.
• He was one of the members of Confederation of Indian Industry (“CII”) Task Force which formulated for the first time in India the Code for corporate governance i.e. “Desirable Corporate Governance - A Code”.
• He was also member of the Ganguly Committee constituted by the Reserve Bank of India in the year 2002 on corporate governance of public sector Banks and financial institutions with particular emphasis on the role of Independent Directors, which has since submitted its Report to the Governor, Reserve Bank of India.
• He was appointed by the Government of India, Ministry of Power to the Committee constituted in May, 2002 under the Chairmanship of Mr. Harish Salve, the then Solicitor General of India to recommend Guidelines in respect of Contracts for Hydro-electric Projects, including bidding processes, tender documentation, conditions of contract, EPC Contracts, construction contracts, contracts for electro-mechanical supplies and works, impact of multi lateral funding arrangements on contracts, contractual safe guards for government and public sector undertakings etc.
• Advised National Council for Applied Economic Research on and reviewed the draft Bill of the New Electricity Act.
• Advised Government of India in the Ministry of Finance on Airport privatisation and Dabhol Power Project restructuring.
• Also deals with court matters including litigation pertaining to corporate, civil litigation, contractual disputes, enforcement of foreign awards, matters before Company Law Board, domestic and international arbitration, Debt Recovery Tribunal, BIFR etc