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Bharath Reddy

Partner  in the General Corporate Practice at the Bangalore office of Cyril Amarchand Mangaldas. Bharath advises on entry strategy, foreign investment, investigations and general corporate advisory, specializing in employee stock options, investigations and executive appointment and remuneration. He is also part of the core team of the firm’s Corporate Governance Centre, the first of its kind, it is the centrepiece of the Firm’s thought leadership and advisory initiatives in the practice area, which focuses on advising various stakeholders in the governance space. Bharath can be reached at bharath.reddy@cyrilshroff.com

Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

Summary: This article analyses Regulation 31B of SEBI’s LODR Regulations, which requires listed companies to obtain shareholder approval every five years for special rights granted to certain shareholders, addressing concerns about perpetual rights that survive dilution. Whilst the regulation seeks to balance commercial flexibility with shareholder protection, its broad scope has generated debate about proportionality, with most companies deferring approval requests until the 2028 deadline.Continue Reading Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

Reverse Flips and ESOPs: Bridging Global Incentives and Indian Regulations

Summary: This blog discusses the conceptual and regulatory framework governing employee stock options (ESOPs) in India in the context of ‘reverse-flips’, i.e., cross-border mergers and inbound restructurings, where incentives provide beneficiaries with an ownership right in the issuer company. It also explores certain practical aspects that are to be considered by Indian companies while designing and operating such incentive schemes post-merger.Continue Reading Reverse Flips and ESOPs: Bridging Global Incentives and Indian Regulations

Tamil Nadu 2030: The GCC Revolution Powering the USD 1-Trillion Economy Dream

Summary: This blog provides an overview of Tamil Nadu’s GCC policy, which is aimed at attracting major corporations to establish their Global Capability Centres (GCCs) and supporting the state’s goal of becoming a trillion-dollar economy.Continue Reading Tamil Nadu 2030: The GCC Revolution Powering the USD 1-Trillion Economy Dream

Summary: This blog post provides an overview of the Maharashtra’s new Global Capability Centre Policy, approved in September 2025, which aims to position the state as India’s premier innovation hub by attracting 400 new GCCs. This policy is important because it transforms Maharashtra into a strategic competitor to traditional GCC hubs like Bangalore and Hyderabad, offering businesses substantial benefits including capital subsidies, tax exemptions, dedicated infrastructure, and access to a skilled talent pool, whilst supporting India’s broader vision.  Continue Reading Maharashtra Pushes Toward Claiming a Bigger Piece of the GCC Pie: MH GCC Policy 2025

Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Summary: “The blog proposes targeted amendments in relation to the following: (i) outdated mechanism of rotational retirement under Section 152(6) of the Companies Act, 2013, and (ii) issue relating to the disqualification of the director for RPTs violations, specifically in line with the legal gap created by the decriminalisation of Section 188 of the Companies Act, 2013.”Continue Reading Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Navigating Subsidiary Structures: Rethinking Section 186(7) and Layering Restrictions in a Global Context

In today’s globalised economy, Indian companies are increasingly expanding their footprints across borders. Despite the global ambition, the regulatory framework often remains stubbornly local.Continue Reading Navigating Subsidiary Structures: Rethinking Section 186(7) and Layering Restrictions in a Global Context

Introduction

The Securities and Exchange Board of India  (“SEBI”) had introduced amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 (“Amendment Regulations”). These provisions came into effect from April 1, 2025, for high value debt listed entities (“HVDLEs”), with listed non-convertible debt securities of outstanding value of INR 1,000 crore or above (during a financial year) as of March 31, 2025. Such entities must ensure compliance within six months from the trigger date. The determination will have to be done on March 31 in the subsequent financial years.Continue Reading Debt with Discipline: Key changes introduced to SEBI LODR Regulations relevant for high value debt listed entities

“One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), requires every listed entity to appoint a company secretary as a compliance officer. The responsibilities of such an officer includes, among other things, ensuring compliance with regulations, coordinating with relevant authorities, verifying accuracy of submissions, and overseeing grievance redressal mechanisms. On April 1, 2025, the Securities and Exchange Board of India (“SEBI”) released a clarification[1] on the position of the compliance officer in terms of Regulation 6 of the SEBI LODR.[2]Continue Reading “One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Background

India Inc’s initial public offering (“IPO”) landscape has witnessed significant growth in recent years, with numerous companies entering the capital markets to fund their growth and offer exits to existing investors. An IPO in India requires navigating a complex regulatory framework, complying with various provisions, and addressing stakeholders’ interests, including employees with stock options. In our post[1], we had assessed companies’ eligibility to undertake an IPO in situations where any individual holds rights entitling them to acquire equity shares of the company, or where there are any outstanding convertible securities that can be converted into the company’s equity shares.Continue Reading Amendment to make companies with outstanding Stock Appreciation Rights IPO eligible: A few steps closer, but not there yet

Background and Introduction

An “independent director” (“ID”) is defined as “an independent director referred to in sub-section (6) of section 149”,[1] where Section 149(6) of the Companies Act, 2013 (“Act”), clarifies that an ID is “a director other than a managing director or a whole-time director or a nominee director” of the company. To be appointed as an ID, a person must fulfil an elaborate set of objective and subjective criteria separated across equity unlisted and listed companies. Continue Reading Sufficiency of extant law to address governance concerns in relation to “independence” of an independent director in relation to subsequent directorships with the company