Companies Act

Introduction

Summary: The Ministry of Corporate Affairs has mandated that all private companies (other than small companies) must dematerialise their securities effective July 1, 2025. While the reform is a progressive step towards enhancing transparency, efficiency and investor protection, its implementation has highlighted several procedural and regulatory challenges. Addressing these gaps through regulatory clarity, harmonisation of processes, and simplified documentation, specifically for cross-border investors, will be essential for making the dematerialisation regime more practical and business-friendly, rather than a mere compliance requirement. Continue Reading Paper To Electronic: The Demat Transition For Private Companies

Aa Ab Laut Chalein!: Key Considerations for ‘Reverse Flips’

Summary: The trend of Indian businesses relocating offshore is reversing, with many now seeking to “reverse flip” to India, driven by the nation’s vibrant economy and capital markets. While the reverse flip offers significant opportunities, it requires careful navigation of legal processes, along with addressing complex regulatory, and corporate compliance aspects. Understanding these key considerations is crucial for companies contemplating a return to India.Continue Reading Aa Ab Laut Chalein!: Key Considerations for ‘Reverse Flips’

The Need for Speed - Fast Track Mergers

Summary: The winding racetrack of geopolitics and the global economic realignment currently underway is a once in a lifetime opportunity for India to claim its rightful place in the new economic order – this race is on and the agility of doing M&A will play a key role in driving outcomes for India’s development. The 2025 fast-track merger amendments promise to turbo-charge M&A for mid-market companies, are incremental reforms enough, or is it time for an overhaul?Continue Reading The Need for Speed – Fast Track Mergers

Majority Stake, Minority Fate: Reverse Oppression under the Companies Act, 2013

Summary: While oppression remedies are traditionally viewed as minority protection provisions, Indian law does not restrict majority shareholders from also filing such petitions if they meet statutory thresholds and can demonstrate they are powerless against the oppressing minority due to special circumstances. This article discusses scenarios where majority shareholders can seek relief against oppressive conduct by minority shareholders, with an analysis of judicial pronouncements on the topic.Continue Reading Majority Stake, Minority Fate: Reverse Oppression under the Companies Act, 2013

Judicial Oversight In Public procurement: Striking the right balance

Summary: India’s legal position on judicial review of the public procurement process has been shaped primarily through constitutional principles, statutory frameworks, and consistent Supreme Court jurisprudence. Public procurement by the State or its instrumentalities is regarded as an exercise of executive power under Article 298, and hence subject to judicial scrutiny to safeguard principles of fairness, transparency, and non-arbitrariness.Continue Reading Judicial Oversight In Public procurement: Striking the right balance

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

Steering the ship: Accomplishing Board autonomy post-listing

Introduction

The listing of a multinational corporation’s subsidiary (“Subsidiary(ies)”) on the Indian bourses is a major shift for the once private company. This allows the Subsidiary to unlock value through India’s thriving capital market, while also subjecting it to oversight by the Securities and Exchange Board of India (“SEBI”). SEBI functions as the watchdog for the Indian securities market and ensures that listed entities comply with corporate governance norms to protect the interests of minority shareholders.Continue Reading Steering the ship: Accomplishing Board autonomy post-listing