NCLT

Summary: Companies undertaking a reverse flip with an eye on an India IPO may need to navigate a complex web of potentially time-sensitive legal and regulatory issues, which may impact the company’s legal, financial, and compliance frameworks and give founders, investors, and the management lots to consider. If not planned carefully, issues may become bottlenecks or roadblocks during the IPO process. Companies should anticipate Indian regulatory expectations to align moving parts well in advance for a successful and timely IPO.

Continue Reading The Road Home Leads to Dalal Street: Key considerations for IPOs after “reverse flips”

This blog discusses how the Supreme Court in its recent judgment of Mansi Brar Fernandez vs. Subha Sharma[1] (“Mansi Brar”), has reinforced theprinciple laid down in the case of Pioneer Urban Land and Infrastructure Ltd v. Union of India,[2] (“Pioneer Urban”) of distinguishing a speculative investor from a genuine homebuyer. It also highlights the Court’s key directives and suggestions aimed at reforming real estate insolvency framework.Continue Reading The Mansi Brar Judgment – Reaffirming the Pioneer Principle and a push towards crucial reforms in real estate insolvency

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

The Four Pillars of Change: Unpacking India’s New Fast-Track Merger Regime

Summary: The MCA has unleashed a significant liberalisation of the fast-track merger framework, introducing four revolutionary changes by allowing unlisted companies, non-wholly owned subsidiaries and fellow subsidiary transactions to access the fast-track route, while also streamlining cross-border mergers. This change makes the fast-track route viable for a broader range of entities and seeks to reduce the NCLT’s burden, potentially allowing it to focus on contentious matters requiring judicial oversight.Continue Reading The Four Pillars of Change: Unpacking India’s New Fast-Track Merger Regime

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

Changing Face of Regulators

Summary: There is an unmistakable change in India’s regulatory architecture. Traditional heavyweight institutional regulators are gradually introducing measures to move away from a rigid enforcement system to a more trust-based framework. Enforcement actions of two key regulators – the Securities and Exchange Board of India (SEBI) and the Reserve bank of India (RBI) appear to be softening. The finance ministry’s move towards deregulation was also evident in Budget 2025, where the formation of a committee to overhaul non-financial sector regulations was announced. The intention behind this announcement was to shed regulatory load and nurture an environment where enterprises can thrive.  Simultaneously, newer watchdogs and their enforcement instincts are emerging as powerful force. They are turning out to be more assertive, which thwarts the effort to balance systemic resilience with enterprise growth.Continue Reading Changing Face of Regulators

Background

Section 58(2) of the Companies Act, 2013 (“Act”), read along with its proviso, lays down that while the shares of a public company are freely transferable, any contract or arrangement entered into between two or more persons for the transfer of securities shall be enforceable as a contract.Continue Reading Can An Issuer Public Company Restrict the Transferability of Shares?

Jet, Set and Grounded – Supreme Court orders liquidation of Jet Airways

Introduction

The saga of the insolvency resolution of Jet Airways India Limited (“Jet”), once India’s leading airline, has disappointingly culminated, after several twists and turns, in a liquidation order by the Hon’ble Supreme Court of India, in its judgment dated November 7, 2024[1] (“SC Judgment”). The SC came to this conclusion upon having found that the Jalan-Kalrock Consortium[2], the successful resolution applicant (“SRA”), had failed to implement the resolution plan as was approved by the Adjudicating Authority in 2021 (“Plan”).Continue Reading Jet, Set and Grounded – Supreme Court orders liquidation of Jet Airways

Is the NCLT’s approach in the Philips India case too literal?

Introduction

The Kolkata Bench of the National Company Law Tribunal (“NCLT”), on September 19, 2024, dismissed an application filed under Section 66 of the Companies Act, 2013 (“Companies Act”), in Philips India Limited[1] (the “Order”), on the grounds that Section 66 of the Companies Act cannot be invoked for capital reduction when the circumstances mentioned in Section 66(a) or 66(b) of the Companies Act are not met. The NCLT held that Section 66, which provides for reduction of share capital, cannot be used merely to provide liquidity or exit to minority shareholders, or to save on administrative costs. The Order attempts to justify the same on the grounds that the proposed share capital reduction was only incidental to the main objective of buy-back of shares.[2] However, this observation is in stark contrast to a catena of NCLT and National Company Law Appellate Tribunal (“NCLAT”) orders, as well as decisions of various High Courts that have time and again noted that a company may reduce its share capital in any manner as it deems fit, and courts have limited role in such schemes of capital reduction.Continue Reading Is the NCLT’s approach in the Philips India case too literal?