Summary: This blog examines the compounding framework under the Compounding Rules and Directions, as amended in April 2025, with a particular focus on non-reporting contraventions under FEMA. It argues that the RBI’s increasingly facilitative approach to compounding has made it the most commercially sensible route for entities seeking to regularise historical non-compliances under FEMA and India’s FDI policy.
Continue Reading Compounding of non-reporting contraventions under FEMA
Summary: SEBI’s recent informal guidance on the appointment of an independent director related to a promoter group member has reignited the debate on the meaning of “independence” in corporate governance. While the guidance adopts a strict interpretation of the statutory definition of “relative” under the Companies Act, 2013, it raises broader questions about whether formal legal criteria adequately capture concerns of influence and objectivity. This article examines the guidance note in the context of the legislative framework governing independent directors and compares it with the views expressed by key committees on corporate governance. It argues that the effectiveness of independent directors depends not only on compliance with prescribed objective eligibility requirements but also on preserving the substantive spirit of independence that underpins the institution.
Continue Reading Independent Directors and The Boundaries of Independence: Reflections on SEBI’s Recent Informal Guidance
Summary: This blog explores SEBI’s informal guidance on the creation and invocation of pledged shares, particularly for financing of ESOPs, and the expansion of compliance officers’ obligation to determine what constitutes a “bona fide” transaction.
Continue Reading SEBI’s Informal Guidance on Pledging ESOP-Linked Shares During Trading Window Closure
Summary: This article examines how proxy advisory firms have meaningfully tightened their scrutiny of Employee Stock Option Plan (“ESOP”) proposals, evaluating them on regulatory compliance as well as on governance standards. It explores the key areas of concerns in relation to dilution, exercise price, Board discretion, extension of benefits to group companies, etc., and highlights the practical risks companies face when ESOP schemes are drafted without first engaging with the updated proxy advisory guidance.
Continue Reading Is Your ESOP Plan Ready for the Updated Proxy Advisory Playbook?
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
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
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
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
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