Tag: Companies Act
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Uncovering Significant Beneficial Owners Through Publicly Available Information
[Pammy Jaiswal is a Partner and Darshan Rao is an Executive, both at Vinod Kothari and Company] The framework for significant beneficial owner (“SBO”) identification can be traced back to the recommendations of the Financial Action Task Force (“FATF”). Section 90 of the Companies Act, 2013 (“Act”) read with the Companies (Significant Beneficial Owners) Rules, 2018 (“SBO Rules”) translates the
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Demat and Pre-2019 Transfers: Implications of SEBI’s Proposed for Listed Companies
[Gungun Sharma and Vibhor Maloo are 4th year B.A. LL.B. (Hons.) students at Hidayatullah National Law University, Raipur] On October 17, 2025, Securities and Exchange Board of India (“SEBI”) issued a consultation paper proposing amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) to resolve a long-standing issue of transfer of shares executed in physical form before
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Fast-Track Mergers Reimagined: The 2025 MCA Amendment
[Arjun Chaudhary is a 4th year BBA. LLB. (Hons.) student at Gujarat National Law University] The fast-track merger route under section 233 of the Companies Act, 2013 was originally designed as a narrow mechanism to simplify mergers between small companies and between holding companies and their wholly owned subsidiaries. The objective was to remove such schemes from the
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Supreme Court on the NCLT’s Jurisdiction on Matters of Fraud, Manipulation and Coercion
[Umakanth Varottil is a Professor of Law at the National University of Singapore] The “tribunalisation” of company law in India occurred several years ago with the establishment of the Company Law Board (CLB), which thereafter metamorphosed into the National Company Law Tribunal (NCLT) under the Companies Act, 2013. The benefits of such tribunalisation are well known,
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Saga of Independent Director Resignations Unfolds Again in India Inc.
[Harpreet Kaur is Vice-Chancellor, National Law University, Jodhpur] The Indian corporate governance landscape has once again witnessed resignations by independent directors in what was a seemingly promising startup. Soon after an interim order was passed by the Securities and Exchange Board of India (SEBI) against the promoters of the Gensol Engineering Limited (GEL), who are also the founders of BluSmart
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Accelerating Fast Track Mergers: Ministry Proposes Wider Eligibility
[Esha Rathi is an associate at a law firm’s Mumbai office] Mergers are a common tool for corporate restructuring. However, securing approval from the National Company Law Tribunal (“NCLT”) can often be a lengthy and complex process. To streamline such transactions, section 233 of the Companies Act, 2013 introduces a fast track merger (“FTM”) route, allowing certain classes
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Protection of Minority Shareholder Rights: Addressing Shareholder Deadlocks
[Shreeji Patel is a student at National Law Institute University, Bhopal (NLIU)] A recent ruling in Escientia Life Sciences v. Escientia Advanced Sciences (P) Ltd. dated 21 March 2025 reflects the evolving approach of the National Company Law Tribunal (“NCLT”) in resolving shareholder deadlocks. The NCLT proposed a structured buy-out mechanism after observing that a continued deadlock would jeopardize
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The Doctrine of Vicarious Liability of Auditors: Delhi High Court in Deloitte v. Union of India
[Bharat Vasani is a Senior Advisor and Maharshi Shah and Ayush Lahoti are Associates, all at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] India’s evolving financial reporting system has made robust corporate governance mechanisms indispensable. The need for heightened financial reporting mechanisms was first felt after
