Companies Act

A Digital Future for Corporate Governance in India

Summary: This article examines India’s transition towards digital corporate governance, where technology is increasingly used for compliance monitoring, risk management, and board communications. It highlights the need for India’s legislative framework to adapt to these technological changes and establish clear regulations on AI usage, cybersecurity, and data protection, to ensure that digital transformation enhances efficiency without compromising shareholder rights or procedural safeguards. The article provides practical recommendations for companies to strengthen cybersecurity, leverage AI tools for compliance and decision-making, and prepare for a future where digital governance becomes the default standard.Continue Reading A Digital Future for Corporate Governance in India

NCLT: Has The Tribunalisation Experiment Failed?

Summary: The National Company Law Tribunal was created to consolidate fragmented corporate dispute resolution into a unified forum. However, the tribunalisation experiment has proven contentious, with critics questioning the adjudication quality, consistency, and constitutional validity. The absence of horizontal precedent between co-equal NCLT benches has created conflicting rulings and legal uncertainty. The Supreme Court has criticised the tribunal’s lack of domain expertise and judicial discipline. Successful international models in the UK and US suggest specialised court divisions, not separate tribunals, may have been a more effective approach.Continue Reading NCLT: Has The Tribunalisation Experiment Failed?

CCPS: An important instrument for startups and M&A structuring

Summary: This blog examines compulsorily convertible preference shares (CCPS), a vital capital raising instrument for startups and M&A transactions in India. It explores the legal framework and key benefits, including balancing investor-founder interests, attracting foreign investment, avoiding tax implications, and providing strategic flexibility, despite limited legislative guidance.Continue Reading CCPS: An important instrument for startups and M&A structuring

Summary: This article examines the legal framework governing director removal under Section 169 of the Companies Act, analysing the balance between shareholder democracy and directorial protection through recent judicial pronouncements. It explores the procedural safeguards, compliance requirements, and practical challenges companies face when removing directors, especially if they are also shareholders.Continue Reading Removal of Director: Balancing Corporate Democracy with Procedural Safeguards

Disposal of Unsubscribed Portion in Rights Issue: Legal Position in India

Summary: The Board’s discretion to dispose of unsubscribed portion of rights issue to non-shareholders was made a bit easier by the Companies Act, 2013, by giving more flexibility to the Board as compared to the language used in the 1956 Act. However, whether such disposal is tantamount to a preferential allotment or a public offer (when offered to more than 200 persons) has always been a subject of legal debate. This blog demystifies the legal position and clarifies the applicability of the RBI’s pricing guidelines under FEMA, when such allotment is made to a non-resident investor.Continue Reading Disposal of Unsubscribed Portion in Rights Issue: Legal Position in India

Summary: Every time a serious governance failure is discovered, the subject of corporate governance and the role of independent directors take centre stage and become the subject matter of intense media debate. The reality is that independent directors are non-executive directors and have a limited role to play in the day-to-day management of the company. This blog examines the need for regulators to strike a healthy balance between authority and responsibility. The author appeals to the regulators to re-examine the roles and responsibilities of independent directors and set realistic expectations.Continue Reading India Inc’s Governance Dilemma: Are Expectations from Independent Directors Unrealistic?

Private Sector Companies: State or not State?

Summary: This blog examines when private sector companies and Government companies can be regarded as ‘State’ under Article 12 of the Constitution of India, and the legal jurisprudence surrounding this subject. The authors address key questions about when such entities will be considered as ‘State’ and hence amendable to Writ Jurisdiction for the enforcement of fundamental rights guaranteed under the Constitution. The blog analyses the evolution from structural to functional approach in judicial interpretation, including various SC judgments and the law laid down in the landmark case of P. K Biswas vs IICBContinue Reading Private Sector Companies: State or not State?

Are Layering Restrictions under the Companies Act Constitutionally Valid?

Summary: The Companies Act, 2013, imposes absolute structural restrictions on most classes of companies (barring a few) from having more than two layers of subsidiaries. This blog analyses whether such absolute restrictions will meet the test of proportionality laid down by the SC, considering that prima facie such restrictions violate the fundamental right to carry on any occupation, trade or business.Continue Reading Are Layering Restrictions under the Companies Act Constitutionally Valid?

SEBI’s final word on Merchant Bankers Regulations – Notification of key amendments

Summary: This blog deals with the key changes introduced in terms of the SEBI (Merchant Bankers) (Amendment) Regulations, 2025, issued through a notification dated December 3, 2025. Building on SEBI’s proposals, this piece outlines how the amendments overhaul the existing SEBI (Merchant Banker) Regulations, 1992 for the first time since their introduction and highlights the major reforms that will come into effect from January 1, 2026.Continue Reading SEBI’s final word on Merchant Bankers Regulations – Notification of key amendments

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