Tag: Companies Act
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A Purposive Approach to Membership in Oppression and Mismanagement Cases
[Ankur Singhal is an advocate practising before the Supreme Court of India] On 4 May 2026, the Supreme Court delivered its judgment in Dr. Bais Surgical and Medical Institute Pvt. Ltd. v. Dhananjay Pande (2026 INSC 447). The Court held that the expression “member” in the context of oppression and mismanagement cases should be construed with respect to…
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Unlocking Section 245: A New Chapter in Shareholder Class Actions
[Parth Birla and Runit Rathore are 5th year and 4th year BA.LL.B. students, respectively, at Hidayatullah National Law University, Raipur] Recently, the National Company Law Appellate Tribunal (“NCLAT”) in a much-anticipated appeal by the Jindal Poly Films Ltd (“JPF”) upheld the National Company Law Tribunal’s (“NCLT”) verdict admitting the class action suit by shareholders under section 245 of the Companies Act, 2013 (“the Act”). It marks a significant development…
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Illegality and the Limits of Shareholder Ratification
[Umakanth Varottil is a Professor of Corporate Law at the National University of Singapore] The legal structure of a company carries inherent checks and balances. This is because certain corporate actors, usually the board of directors, make decisions that have an impact on company (which is a separate legal personality) and its other constituencies such as…
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Fraud Prosecution under the Companies Act: Procedural Guardrails
[Tathya Sarkar is a 4th year B.Com., LL.B. (Hons.) student at Institute of Law, Nirma University in Ahmedabad.] The enforcement architecture governing corporate fraud under the Companies Act, 2013 reflects a deliberate legislative attempt to reconcile two competing concerns: the need to deter serious economic misconduct and to prevent the misuse of criminal law in internal…
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Selective Capital Reduction and Minority Exit: Supreme Court Clarifies the Law
[Bharat Vasani is Senior Advisor – Corporate laws and Maharshi Shah an Associate at the Mumbai office of Cyril Amarchand Mangaldas] Summary: This post examines the Supreme Court of India’s recent decision in Pannalal Bhansali v. Bharti Telecom Limited (2026), which considers the legality of selective capital reduction under section 66 of the Companies Act, 2013. It analyses key questions addressed…
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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,…