Summary: This article examines the impact of business transfers on pre-qualification credentials, including the interpretation by various courts on the position of their transfer in case of business transfers through a scheme of arrangement or through a slump sale of an undertaking, and discusses the important factors required to ensure successful transfer of pre-qualification credentials.Continue Reading Impact of Business Transfers on Continuity of Prequalification Credentials
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: In a landmark judgment, the Supreme Court has reinforced the constitutional and statutory foundation of attorney-client privilege. The article offers a deeper dive into the judgment’s implications and its potential impact on legal practice in India.Continue Reading Whose Privilege is it anyway? A critique of the recent Supreme Court Judgment on Attorney-Client Privilege
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
Summary: The RBI’s MSME restructuring framework encourages early intervention and collaborative revival, while the SARFAESI Act enables swift creditor enforcement. Courts have clarified that MSMEs must proactively invoke restructuring protections before SARFAESI proceedings begin. The dual frameworks highlight the need for timely borrower action and balanced lender discretion to ensure rehabilitation is not sidelined by enforcement.Continue Reading Dual Frameworks, Dual Obligations: MSME Restructuring under RBI Framework versus Enforcement under SARFAESI Act
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
India’s evolving financial reporting system has made robust corporate governance mechanisms indispensable. The need for heightened financial reporting mechanisms was first felt after the country was rocked by multiple corporate scandals, specifically 2009’s Satyam Computer scam. The scam exposed numerous auditing-related issues, namely, the manipulative practices of auditors, inadequacy of regulatory oversight in accounting and auditing standards, and the importance of accountability of the professional conduct of auditors. It also raised crucial questions related to the independence and effectiveness of auditors. Against this backdrop, there was a reverberating demand for stronger institutional frameworks to regulate and supervise accounting and auditing standards in the country. It became imperative to set up an autonomous body for financial reporting to attract foreign investment and elevate public confidence in the financials of investee companies, leading to the establishment of the National Financial Reporting Authority (“NFRA”).Continue Reading The Doctrine of Vicarious Liability of Auditors: Delhi HC Judgment in Deloitte v. Union of India
The jurisprudence on the basis for pay-outs to dissenting secured financial creditors (“Secured DFCs”), under an approved resolution plan, has been in the flux for a while now. The issue remains pending before a larger bench of the Hon’ble Supreme Court, pursuant to reference made by a coordinate bench, vide an order
Keeping up with the advancements in the digital payments industry and the Indian government’s initiative to promote ease of doing business, the Ministry of Finance, in consultation with the Reserve Bank of India (“RBI”), notified the Foreign Exchange (Compounding Proceedings) Rules, 2024 (“Compounding Rules”), on September 12, 2024, in supersession of the erstwhile Foreign Exchange (Compounding Proceedings) Rules, 2000 (“Erstwhile Compounding Rules”). The Compounding Rules were followed by Direction on Compounding of Contravention under the Foreign Exchange Management Act, 1999 (“FEMA”), which was notified by the RBI on October 01, 2024 (“Compounding Directions”).Continue Reading Foreign Exchange Compounding Proceedings: Baby Steps or Revamped?
In recent years, India has witnessed a slew of accounting frauds, especially in the booming start-up ecosystem. Even established players have not been able to escape the ‘fraud virus’, thereby tarnishing reputations built over centuries. Over the years, businesses in various key sectors of the Indian economy have been rife with corporate governance issues, as is evident from recent reports of alleged violations of accounting norms, overstatement of revenues and underreporting of expenses[1], delayed filing of documents for foreign direct investment received[2], as well as adoption of fraudulent practices for ever-greening of NPAs[3]. Despite the commendable work done by regulators in tightening various statutory provisions, corporate fraud seems to continue to plague India Inc.Continue Reading NFRA Circular on Fraud Reporting and India Inc.’s Dilemma