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Imposition of Penalty on Company and Directors for Non-Cash Dealings Without Shareholder Consent: An Analysis
Overview of the IncidentM/s. Dhanlaxmi Solvex Private Limited, during a routine examination of its financial statements by the Registrar of Companies (ROC), was found to have engaged in non-cash deali...
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Agreement for Sale under RERA, 2016: Structure, Essential Clauses, and Legal Consequences
Introduction to RERA and the Agreement for SaleThe Real Estate (Regulation and Development) Act, 2016 (commonly referred to as RERA) has introduced a comprehensive regulatory framework for the Indian...
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SEBI to Reintroduce Open Market Buy-Backs via Stock Exchange: A Shift in Buy-Back Regulations
Background and OverviewThe Securities and Exchange Board of India (SEBI) is considering the restoration of open market share buy-backs through stock exchanges, a mechanism that was phased out followin...
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Implications of Backdated Whole-Time Director Appointments: Lessons from ROC Penalty on M/s. Regaal Resources Limited
Overview of the Casei) Introduction to the IssueIn a recent enforcement action, the Registrar of Companies (ROC), Kolkata imposed penalties on M/s. Regaal Resources Limited and its directors for the i...
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Elevated Status of Compliance Officer and Company Secretary: Accountability in Cases of Non-Compliance
Introduction: Enhanced Liability of Compliance Officer/Company SecretaryIn the context of regulatory breaches under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI L...
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Directors’ Responsibility Statement (DRS) under Section 134(5): The Need for a Structured Board Assurance Protocol
1. Introduction: The Role and Legal Weight of the DRSEvery Indian company’s Board of Directors is obligated each year to include a Directors’ Responsibility Statement (DRS) within the Board’s Report a...
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SEBI Proposes New Guidelines for Open Market Share Buybacks: A Comprehensive Overview
BackgroundSEBI (Securities and Exchange Board of India) is now considering a significant transformation of the regulations surrounding open market share buybacks. In its recent consultation paper, SEB...
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Comprehensive Overview of the Regulatory Regime for Virtual Power Purchase Agreements (VPPAs) in India
Introduction: Regulatory Milestone for VPPAsVirtual Power Purchase Agreements (VPPAs) in India have received formal recognition and structure with the Central Electricity Regulatory Commission (CERC)...
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Section 184 of Companies Act, 2013: From Annual Disclosure to Ongoing Governance – The Dynamic Interest Disclosure Imperative
1. Introduction: Continuous Interest Disclosure Under Section 184Section 184 of the Companies Act, 2013, effective from 1st April 2014, establishes a two-pronged obligation for every director: (1) an...
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RBI’s Revised Exemption for Type I NBFCs: Navigating the “No Public Funds, No Customer Interface” Rule
Introduction: Repercussions of Passive Investment Companies Under NBFC NormsPassive entities within corporate groups—those that merely hold shares, mutual funds, or provide for intra-group investments...
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Delayed Filing of DIR-12 After Company Secretary’s Resignation: ROC Penalty on Company and Directors
Overview and Context(i) Background of the MatterA case was initiated after the resignation of the company secretary (CS) of M/s. KJ Enterprises & Caterers Private Limited. The CS, after stepping down,...
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Revitalizing Section 166(2) of the Companies Act, 2013: Transforming ESG Duties from Statute to Boardroom Practice
1. Introduction: The Unique Scope of Section 166(2)Section 166(2) of the Companies Act, 2013 establishes an explicit, statutory fiduciary duty for every director of every Indian company to act in the...
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Global Developments in Corporate and Securities Law: FCA’s Recent Consultations and Enforcement Initiatives
Securities Law UpdatesReview of IPO Research Regulations by FCA(i) Background and Proposed AmendmentsOn April 27, 2026, the Financial Conduct Authority (FCA) of the United Kingdom initiated a consulta...
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Proxy Advisory Firms and Their Impact on M&A Outcomes and Corporate Governance in India
OverviewThe past ten years have seen proxy advisory firms play a pivotal role in shaping shareholder decisions within Indian listed companies, particularly in the context of mergers and acquisitions (...
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SEBI’s Revised Valuation Framework for Sweat Equity: A Comprehensive Overview
1. Introduction: SEBI’s Amendments to Sweat Equity ValuationSEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 underwent a notable revision in December 2025, fundamentally alterin...
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Deemed Public Companies: Navigating the Compliance Shift under the Companies Act, 2013
Introduction to Deemed Public Company ConceptThe Companies Act, 2013, through Section 2(71), introduced a unique "deeming" rule. According to the proviso of this section, if a company is a subsidiary...
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Re-examining “Membership” in Oppression and Mismanagement Cases: Insights from Dr. Bais Surgical And Medical Institute Pvt. Ltd. v. Dhananjay Pande
OverviewDisputes regarding oppression and mismanagement within companies often emerge in environments where legal requirements and practical business operations diverge. Indian company law, particular...
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Penalties for Non-Filing of DIR-12 Post Director Resignation: Analysis of ROC Adjudication
Introduction and Case OverviewThe Registrar of Companies (ROC) Kanpur initiated penal proceedings against M/s. Alpha Alliance Technology Private Limited and its directors for failing to file Form DIR-...
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Enhancing Communication Between Statutory Auditors and Those Charged with Governance (TCWG), Including Audit Committees: Regulatory Insights and Best Practices
1. Overview1.1 Background and Regulatory ContextThe landscape of corporate governance in India has evolved significantly since the implementation of the Companies Act, 2013. Despite the robust legisla...
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Reinventing FCRA Compliance: Shifting from Reactive Enforcement to Preventive Oversight in India
1. Contextual Overview: The Evolution of Foreign Contribution RegulationIndia’s landscape of foreign funding for the not-for-profit sector has witnessed notable changes over the last decade. Organisat...