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The document discusses the enforceability of foreign judgments in India, highlighting that only judgments from reciprocating territories can be enforced, while those from non-reciprocating territories require a new suit in India. It also outlines the potential delays and complications related to takeovers under Indian law, which may deter third parties from acquiring control of the company. Additionally, it notes that the Offer Price and related financial metrics may not accurately reflect future market prices of the company's equity shares.

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Pawan Sharma
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0% found this document useful (0 votes)
23 views1 page

79

The document discusses the enforceability of foreign judgments in India, highlighting that only judgments from reciprocating territories can be enforced, while those from non-reciprocating territories require a new suit in India. It also outlines the potential delays and complications related to takeovers under Indian law, which may deter third parties from acquiring control of the company. Additionally, it notes that the Offer Price and related financial metrics may not accurately reflect future market prices of the company's equity shares.

Uploaded by

Pawan Sharma
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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be conclusive regarding any matter directly adjudicated on except (i) where the judgment has not been pronounced

by a court
of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on the face
of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of
India in cases to which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed
to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a
breach of any law then in force in India. Under the Civil Procedure Code, a court in India shall, on the production of any
document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of
competent jurisdiction, unless the contrary appears on record; such presumption may be displaced by proving want of
jurisdiction. The Civil Procedure Code only permits the enforcement of monetary decrees, not being in the nature of any
amounts payable in respect of taxes, or other charges of a like nature or in respect of a fine or other penalty and does not provide
for the enforcement of arbitration awards even if such awards are enforceable as a decree or judgment. A foreign judgment
rendered by a superior court (as defined under the Civil Procedure Code) in any jurisdiction outside India which the Government
of India has by notification declared to be a reciprocating territory, may be enforced in India by proceedings in execution as if
the judgment had been rendered by a competent court in India. Judgments or decrees from jurisdictions which do not have
reciprocal recognition with India cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the
payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely
upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a
judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India
and obtain a decree from an Indian court.

However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on
a final judgment that has been obtained in the United States or other such jurisdiction within three years of obtaining such final
judgment. It is unlikely that an Indian court would award damages on the same basis as a foreign court if an action is brought
in India. Moreover, it is unlikely that an Indian court would award damages to the extent awarded in a final judgment rendered
outside India if it believes that the amount of damages awarded were excessive or inconsistent with public policy in India. In
addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to
repatriate any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of
time, or at all, or that conditions of such approvals would be acceptable. Such amount may also be subject to income tax in
accordance with applicable law. Further, any judgment in a foreign currency would be converted into Indian Rupees on the date
of judgment (and not on the date of payment), which could also increase risks relating to foreign exchange.

Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or effect service
of process outside of India, against Indian companies, entities, their directors and executive officers and any other parties
resident in India. Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment will
be disposed of in a timely manner.

66. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company,
even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would
otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or
threatened change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person
who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually
or acting in concert with others. Although these provisions have been formulated to ensure that interests of
investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of our
Company. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a
premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would
not be attempted or consummated because of the Takeover Regulations. Further, there are requirements under the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Takeover Regulations if the
shareholding of any entity exceeds the specified threshold.

Risks related to the Offer and the Equity Shares

67. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares,
market capitalization and price to earnings ratio based on the Offer Price of the Equity Shares, may not be indicative of the
market price of our Equity Shares upon listing or thereafter.

Our market capitalization to revenue from operations for the Financial Year 2024 multiple is [●] times at the upper end of the
Price Band and [●] times at the lower end of the Price Band, and our price to earnings ratio multiple for Financial Year 2024 is
[●] times at the upper end of the Price Band and [●] times at the lower end of the Price Band. Further, our price to earnings
ratio and market capitalization to revenue from operations at Offer Price is [●] and [●] times, respectively. The Offer Price,
multiples and ratios may not be indicative of the market price of our Company on listing or thereafter. The relevant financial
parameters based on which the Price Band would be determined, shall be disclosed in the advertisement that would be issued
74

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