The acquisition of control of a listed company — by acquiring shares that give the acquirer control (typically over 25% of voting rights) or through an open offer to all public shareholders — regulated by SEBI's Substantial Acquisition of Shares and Takeovers Regulations, 2011.
Explanation
Takeovers in India are governed by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI Takeover Code). The key thresholds that trigger mandatory open offer obligations: (a) acquiring 25% or more of voting rights in a listed company; (b) consolidating holdings from between 25% and 75%, by more than 5% in any financial year. When these thresholds are crossed, the acquirer must make an open offer to the remaining public shareholders to acquire at least 26% of total shares. The open offer price must be the highest of: negotiated price, market price (VWAP over last 52 weeks), and acquisition price. Hostile takeovers (without the target board's cooperation) are legally possible in India but relatively rare due to concentrated promoter shareholding.
Statutory Provision
Regulation 3(1), SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: 'No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights held by him and by persons acting in concert with him in such target company, entitle them to exercise 25% or more of the total voting rights in such target company, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these Regulations.'
An injunction granted for a limited period during the pendency of a suit to maintain the status quo, prevent irreparable harm, or preserve the subject matter of the dispute until the final disposal of the suit.
Explanation
A temporary injunction under Order XXXIX Rules 1-2 CPC is interlocutory in nature — it operates only during the pendency of the suit and is liable to be varied, discharged, or confirmed as the suit proceeds. The three-part test for granting a temporary injunction (as established in Dalpat Kumar v. Prahlad Singh AIR 1993 SC 276): (a) prima facie case — there is a serious question to be tried; (b) balance of convenience — inconvenience if injunction refused outweighs inconvenience if granted; and (c) irreparable harm — the harm if not granted cannot be compensated in money.
Statutory Provision
Order XXXIX Rule 1, Code of Civil Procedure, 1908: 'Where in any suit it is proved by affidavit or otherwise — (a) that any property in dispute in a suit is in danger of being wasted, damaged, or alienated by any party to the suit, or wrongfully sold in execution of a decree, or (b) that the defendant threatens, or intends, to remove or dispose of his property with a view to defrauding his creditors, or (c) that the defendant threatens to dispossess the plaintiff or otherwise cause injury to the plaintiff in relation to any property in dispute in the suit, the Court may by order grant a temporary injunction to restrain such act, or make such other order for the purpose of staying and preventing the wasting, damaging, alienation, sale, removal or disposition of the property or dispossession of the plaintiff, or otherwise causing injury to the plaintiff in relation to any property in dispute in the suit, as the Court thinks fit, until the disposal of the suit or until further orders.'
A contractual provision specifying the conditions under which a contract may be terminated — either by mutual consent, on notice, upon breach, or on the occurrence of specified events — and the consequences of termination.
Explanation
Termination clauses govern how a contract ends before its natural expiry. Types of termination: (a) Termination for cause (for breach) — one party may terminate if the other commits a material breach, typically after notice and cure period; (b) Termination for convenience — one party may terminate without cause on giving specified notice (common in service contracts, less common in fixed-term supply agreements); (c) Automatic termination — triggered by specified events (insolvency, change of control, force majeure exceeding duration). Consequences of termination: typically addressed separately — accrued rights survive; pending obligations are discharged; indemnities and confidentiality survive. In India, the consequences of wrongful termination are governed by the Specific Relief Act (injunction to prevent premature termination) and ICA (damages for breach).
Statutory Provision
Section 39, Indian Contract Act, 1872: 'When a party to a contract has refused to perform, or disabled himself from performing, his promise in its entirety, the promisee may put an end to the contract, unless he has signified, by words or conduct, his acquiescence in its continuance.' This statutory right of termination on breach is supplemented by contractual termination clauses that specify the precise procedures and circumstances for termination.
An act defined under Section 15 of the Unlawful Activities (Prevention) Act (UAPA), 1967 that is intended to threaten the unity, integrity, security, economic security, or sovereignty of India, or to strike terror in people — punishable with death or life imprisonment for cases resulting in death.
Explanation
Under Section 15 of the UAPA, 2019 (amended), a 'terrorist act' is an act done with intent: (a) to threaten or likely to threaten the unity, integrity, security, economic security, or sovereignty of India; (b) to strike terror or likely to strike terror in the people or any section of the people in India or in any foreign country. The act must involve: bombs, explosives, inflammable substances, firearms, or other lethal weapons; destruction of property; disruption of essential services; use of chemical/biological/radiological weapons; or any other special categories. The UAPA also allows designation of individuals (not just organisations) as terrorists since the 2019 amendment — without trial, based on the Central Government's assessment.
Statutory Provision
Section 15(1), Unlawful Activities (Prevention) Act (UAPA), 2019: 'Whoever does any act with intent to threaten or likely to threaten the unity, integrity, security, economic security, or sovereignty of India or with intent to strike terror or likely to strike terror in the people or any section of the people in India or in any foreign country, — (a) by using bombs, dynamite or other explosive substances or inflammable substances or firearms or other lethal weapons or poisonous or noxious gases or other chemicals or by any other substances (whether biological, radioactive, nuclear or otherwise) of a hazardous nature or by any other means of whatever nature to cause or likely to cause — (i) death of, or injuries to, any person or persons; or (ii) loss of, or damage to, or destruction of, property; or (iii) disruption of any supplies or services essential to the life of the community in India or in any foreign country; or (iiia) damage to, the monetary stability of India by way of production or smuggling or circulation of high quality counterfeit Indian paper currency, coin or of any other material... commits a terrorist act.'
A formal procedure — conducted before a magistrate — in which a witness identifies a suspect from among a group of persons, to establish the reliability of the witness's identification before the accused is tried in court.
Explanation
The Test Identification Parade (TIP) is a specific type of identification parade conducted under judicial supervision before a magistrate. It is distinct from a general identification parade in that: (a) it is conducted before a magistrate, not merely a police officer; (b) the accused is required to appear before the magistrate and participate in the parade under Section 56 BNSS; (c) the magistrate records the entire proceedings; and (d) the accused has the right to be represented by an advocate and to object to the composition of the lineup. The TIP's value as evidence depends heavily on the procedural safeguards observed — the NHRC and Supreme Court have issued guidelines for conducting TIPs to prevent suggestion and ensure fairness.
Statutory Provision
Section 56, BNSS 2023 (same as identification parade provision above). Additionally, Section 216 BNSS (formerly Section 162 CrPC) provides that statements made to police during investigation are not admissible in evidence — but identification of the accused at a TIP conducted before a magistrate is admissible under Section 216 BNSS since it is not a police statement but a judicial proceeding.
Civil wrong giving rise to a right of action in damages.
Explanation
A civil wrong (other than a breach of contract) for which the law provides a remedy in damages — the law of torts determines when one person must compensate another for harm caused.
Statutory Provision
No single codifying statute — common law doctrine applied by Indian courts; Motor Vehicles Act, 1988 for accident liability; Consumer Protection Act, 2019.
A petition seeking the transfer of a suit, appeal, or other proceeding from one court to another — typically filed when there is apprehension of bias, inconvenience of parties, or where multiple proceedings need to be consolidated.
Explanation
Transfer petitions arise in civil, criminal, and constitutional contexts: (a) Section 24 CPC: a High Court or District Court may transfer a civil suit at any stage from one court in its jurisdiction to another for specified grounds. (b) Section 25 CPC: the Supreme Court may transfer a suit or appeal from one High Court to another or from a subordinate court to another subordinate court in a different state. (c) Article 139A Constitution: where the same or substantially the same question of law is pending before the Supreme Court and one or more High Courts, the Supreme Court may withdraw the case from the High Court and decide it itself (or transfer it to another High Court). (d) In criminal cases: Section 407 BNSS (formerly Section 407 CrPC) provides for transfer by the High Court; Section 412 BNSS (formerly Section 406 CrPC) provides for transfer by the Supreme Court.
Statutory Provision
Section 25(1), Code of Civil Procedure, 1908: 'On the application of a party, and after notice to the parties, and after hearing such of them as desire to be heard, the Supreme Court may, at any stage, if it is satisfied that an order under this section is expedient for the ends of justice, direct that any suit, appeal or other proceeding be transferred from a High Court or other civil court in one State to a High Court or other civil court in any other State.' Article 139A(1), Constitution of India: 'Where cases involving the same or substantially the same questions of law are pending before the Supreme Court and one or more High Courts or before two or more High Courts and the Supreme Court is satisfied that such questions are substantial questions of general importance, the Supreme Court may withdraw the case or cases pending before the High Court or the High Courts and dispose of all the cases itself.'
Direct and immediate interference with person, land, or goods.
Explanation
Torts of direct interference — trespass to person (assault, battery, false imprisonment), trespass to land (entering without permission), and trespass to goods.
Statutory Provision
BNS 2023, Section 329 (criminal trespass, formerly IPC Section 441); tort at common law.
