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Fast-Track Mergers Reimagined: Analysing the 2025 MCA Amendment and Its Impact on Corporate Restructuring
The concept of fast-track mergers under Section 233 of the Companies Act, 2013 , was introduced with the objective of providing a simplified route for intra-group restructurings that did not necessitate extensive judicial oversight. However, despite its promise, the mechanism remained largely underutilised for years, primarily due to restrictive eligibility criteria and limited scope. The Ministry of Corporate Affairs (MCA), through its amendment to the Companies (Compromises
Sara Fadnavis
Nov 136 min read
From Disruption to Structure: RBI’s Payment Aggregator Overhaul
On 15 September 2025, the Reserve Bank of India (RBI) issued the Master Directions on Regulation of Payment Aggregators (PAs) a decisive move that has reshaped the regulatory architecture of India’s fast-moving fintech sector. What may appear as a routine rulebook in fact marks a watershed moment. For years, India’s payments landscape thrived on rapid experimentation, fuelled by agile startups and a light-touch regulatory regime. That era is now giving way to one of strict o
Tarun Garg
Nov 85 min read
Reassessing Core Investment Companies: Navigating Regulatory Ambiguities and Investment Implications in India’s NBFC Ecosystem
I. Introduction: The Evolving Role and Regulatory Classification of Core Investment Companies in India’s NBFC Ecosystem The management of complex capital structures within India’s large, diversified corporate conglomerates hinges critically on the regulatory treatment of holding entities. Core Investment Companies ( CICs ) serve as specialized Non-Banking Financial Companies ( NBFCs ), playing a central role in structuring, holding, and managing investments in group entitie
Onika Arora
Nov 717 min read
Re-Engineering Transparency: NSE’s New Industry Standards on RPT Disclosures and Their Implications for Corporate Governance in India
Introduction India’s corporate governance landscape has undergone continuous reform over the past decade, driven largely by persistent concerns surrounding opacity in Related Party Transactions (RPTs). These transactions, although legitimate and often essential for group entities, have historically been susceptible to misuse, tunnelling of resources, and conflicts of interest. In response, regulators have tightened disclosure norms, strengthened board oversight, and enhanced
Shruti Shah
Nov 35 min read
The Data Paradox in Distress: Reconciling IBC's Asset Maximisation with India's New Privacy Regime
Introduction The digitisation of insolvency processes in India has accelerated transparency and efficiency in corporate rescue and liquidation, but it has also exposed a serious blind spot: the protection of personal data handled during insolvency. Resolution professionals (RPs), insolvency practitioners and committees of creditors routinely aggregate, process and market vast volumes of sensitive personal and financial data — employee records, customer databases, creditor inf
Devika Pandey
Nov 17 min read
Integrating the Business Judgment Rule into India’s Class Action Framework
India's corporate law landscape has undergone a significant transformation, particularly with the introduction of Section 245 of the Companies Act, 2013, which formally established the framework for class action suits for shareholders and depositors. This landmark provision, however, presents an inevitable tension with the need to protect corporate directors' freedom to make genuine, albeit risky, commercial decisions. This is where the integration of the Business Judgment
Kanika Das
Oct 104 min read
From VWAP to Closing Auctions: Will SEBI’s Big Closing Price Reform Deliver Stability?
September 09, 2025 In August 2025, the Securities and Exchange Board of India (SEBI) released a consultation paper proposing one of the most significant structural reforms in India’s equity market microstructure: replacing the current half-hour volume-weighted average price (VWAP) mechanism with a discrete Closing Auction Session (CAS). The move, SEBI says, will make closing prices “more stable and less volatile,” align India with global market practices, and give institut
Kanchan Yadav
Sep 96 min read
The Mandate of 'Prior' Approval: Reconciling IBC Timelines with Competition Law
The Supreme Court’s landmark judgment in Independent Sugar Corporation v. Girish Sriram Juneja and Others has irrevocably altered the landscape of India's Corporate Insolvency Resolution Process (CIRP). By decisively ruling that a resolution plan involving a 'combination' (merger, acquisition, or amalgamation) must secure prior approval from the Competition Commission of India (CCI) before it is placed before the Committee of Creditors (CoC) for approval, the Court has settle
Mitali Kumar
Aug 285 min read
The 2025 Companies (Accounts) Amendment: A New Era of Transparency in Gender-Sensitive Corporate Reporting
Introduction On 30 May 2025 the Ministry of Corporate Affairs (MCA) notified the Companies (Accounts) Second Amendment Rules, 2025, which amend the Companies (Accounts) Rules, 2014 and introduce materially expanded non-financial disclosures in the Board’s Report and related electronic filings. Most notable among these changes are a new, more granular disclosure obligation relating to compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redr
Tanya Raheja
Aug 96 min read
Governing Debt with Discipline: SEBI’s Chapter VA for High-Value Debt Listed Entities — An Analytical Perspective
Introduction The Securities and Exchange Board of India’s notification of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, and the insertion of a new Chapter VA represent a decisive regulatory intervention focused on entities that access public debt markets at scale while remaining outside the equity listing regime. The class of entities targeted those with listed non-convertible debt securities (NCDs) having an outstanding principal o
Priya Sethia
Aug 87 min read
Regulating Founder ESOPs: SEBI’s Landmark Proposal and Its Profound Implications for India’s Public Markets
The architecture of India's startup ecosystem has long been defined by rapid innovation, high-stakes fundraising, and the magnetic pull of equity compensation. At the core of incentivizing early-stage growth lies the Employee Stock Option Plan (ESOP), a powerful tool designed to align the long-term interests of key talent with the company’s success. However, the regulatory framework governing these benefits historically presented a critical fault line, particularly when a thr
Deepak Malpani
Jul 236 min read
Navigating the Digital Tide: An Analysis of the Maharashtra Private Placement Agencies (Regulation) Act, 2025
The passage of the Maharashtra Private Placement Agencies (Regulation) Act, 2025 (The Act) marks a pivotal moment in India's labour-market governance. Spearheaded by the Skill Development and Employment Department, the legislation is a well-intentioned and necessary response to the persistent problem of fraud and exploitation of job seekers by unscrupulous placement agencies. By mandating registration, imposing disclosure duties, and setting stringent penalties, the Act aims
Himanshu Kalra
Jun 125 min read
Caught in Compliance: The Practical Struggles of FOCCs in India’s Downstream Investment Regime
Introduction The Supreme Court’s dictum in McDowell & Co. Ltd. v. CTO that a prohibited act cannot be achieved indirectly remains foundational to India’s foreign investment controls. Even as the country recorded impressive foreign investment inflows exceeding USD 81 billion in 2024–25, investors continue to confront regulatory blocks deeply embedded in the downstream investment framework. Foreign-owned or controlled companies, or FOCCs, sit at the heart of this tension. Thes
Priyanka Bahl
Mar 146 min read
The Evolution of the IBC: Navigating Group Insolvency and Cross-Border Challenges
Introduction: The Maturing of India's Insolvency Framework Since its enactment in 2016, the Insolvency and Bankruptcy Code (IBC) has served as one of India's most profound economic reforms, fundamentally reshaping the debtor-creditor relationship and establishing a time-bound, market-driven mechanism for corporate financial distress resolution. The Code successfully transitioned India from a debt recovery regime—characterised by fragmented, decades-long legal processes—to a m
Aayush Pandey
Jan 95 min read
The Digital Competition Bill: A New Regulatory Regime for 'Big Tech' and its Impact on Indian Startups
– 20 september 2024 Introduction: The Need for an Ex-Ante Digital Rulebook The proposed Digital Competition Bill (DCB) represents a pivotal shift in India's regulatory stance toward digital markets. For decades, the Competition Commission of India (CCI) operated under an ex-post framework defined by the Competition Act, 2002 , which allowed intervention only after anti-competitive harm had allegedly occurred. This traditional model, however, has proven slow and ill-suited
Sarvpriya Chatterjee
Sep 20, 20245 min read
Confidentiality in Arbitration: Navigating Its Implementation in Indian Courts
Introduction Confidentiality has long been celebrated as one of arbitration’s defining attributes, shaping why commercial actors, investors, and corporations often favour it over traditional litigation. In an age where public allegations, leaking of sensitive documents, and reputational risks can decisively influence market standing, confidentiality acts as a protective buffer around business strategy, financial information, and ongoing disputes. Yet, as arbitration increasin
Riya Dhillon
Mar 15, 20245 min read
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