Role Of Independent Directors In Companies

Governance is the most discussed word nowadays in the corporate scenario, the reasons of which are quite obvious owing to the immense competition and regulatory framework. The concept of multi-national companies and their trans-national operation not only requires strict governance with the domestic laws of the country but also demands assurance of transparent working in the organization. In India, the need for stronger compliance and ethically upright companies was observed after the...

Bringing Contracts To Life: Court Interpretation Beyond The Written Word

Every legal document is written in words, but words alone do not decide legal outcomes. Courts do! And when they interpret text, whether from a statute or a private contract, they do more than apply grammar or logic. They weigh text, structure, context, purpose, and effect. Interpretation, in this sense, is not mechanical; it is judgement in action. The Supreme Court ('Apex Court') decision in Annaya Kocha Shetty v. Laxmibai Narayan Satose[1] ('the Case') brought this interpretive...

The DRHP Rulebook: Volume V

In the complex narrative of an IPO, the Objects of the Offer chapter is the very strategic playbook, transforming capital into tangible, strategic goals. This chapter goes beyond a mere listing of fund allocations for the reason that it curates a measurable roadmap that reassures investors that every rupee raised has a purpose, a timeline, and a direct alignment to the company's long-term vision. Anchored by Securities and Exchange Board of India ('the Regulator') regulations, it pushes...

The DRPH Rulebook: Volume IV

Between Identity and Evolution: General Information and the Company's History Continuing the practitioner's journey through its intricate chapters, Volume IV of The DRHP Rulebook shifts its gaze to the bedrock disclosures that open the prospectus: General Information and History & Certain Corporate Matters chapters. These aren't technical appendices; they are, quite literally, the who, where, when, and why of an Issuer Company's public story. Where previous volumes examined the ...

The DHRP Rulebook: Volume III

Step into a Draft Red Herring Prospectus (“DRHP”), where numbers dance with strategy, legalities take center stage, and transparency rightfully gets the spotlight. Still thinking that a DRHP was merely regulatory checklist? Well, think again as Volume III of our series “The DRHP Rulebook” is here to shatter the stereotypes, diving into the eclectic mix of chapters that weave this pivotal document. Following the route taken in Volumes I and II, the third instalment is here to serve as a...

The ITC Conundrum: Refund V. Transfer

In India, business structures continuously transform to align with the company's specific needs and objectives, often resulting in mergers, demergers, amalgamation etc. Such structural shifts may have significant tax implications. One such case was recently examined by the Bombay High Court (Goa Bench) in the case of Umicore Autocat[1]. In this case, the Bombay High Court examined the issue pertaining to the transferability of unutilized ITC in a situation where the amalgamating...

India And The UK: Free Trade Agreement

In July 2025, the United Kingdom and India entered into a Comprehensive Economic and Trade Agreement (CETA or FTA), bringing tariff reductions, easier market access and commitments to people mobility and government procurement (amongst others). This is a major win in the long-standing alliance of both these nations. The CETA was signed by the UK Secretary of State for Business, Mr Jonathan Reynolds, and India's Commerce and Industry Minister, Shri Piyush Goyal, in the presence of the Prime...

First In Line: Decoding Liquidation Preferences For Investors And Founders

In the realm of Private Equity and Venture Capital transactions, a well-structured exit is as critical as the initial investment itself. The liquidation preference clause serves as a key contractual mechanism to ensure that investors are afforded priority when a company undergoes a liquidation event. Far from being a routine provision, this clause effectively places investors at the front of the distribution queue, ensuring recovery of capital before any residual proceeds are allocated to ...

ESG: Boardroom Mandate Or Cheap Publicity?

As early as 2022, Ricardo Viana Vargas, a Brazilian engineer and author of multiple books on management, wrote for the London School of Economics with a thought-provoking question – “whether marketing was killing ESG?”. Two professors from Tufts and Boston, wrote an article in the Harvard Business Review on the insanity of expecting capitalism to help solve the world's problems with an impressive headline that read - “ESG investing isn't designed to save the planet!” Analyst and...

Evolution Of Corporate Governance In India

India, today, is a widely preferred business location for companies all over the world because of its robust regulatory framework, sustainable environment and a polished talent pool. However, was this the case in the earlier days after independence too? The answer, without any thinking is, a clear 'No'. So, what has made a difference? The answer to this question is the advancement that has been constantly and promptly captured and curated in the corporate governance sphere. Decades ago,...

Office Memorandum Dated 04.04.2025: Stride From Paper Policy To Enforceable SOPs

On 04.04.2025, the Ministry of Law and Justice, Department of Legal Affairs issued a 'Directive for the Efficient and Effective Management of Litigation' ('Directive'). It may be seen as a substitute to the National Litigation Policy ('NLP') 2024, which was long contemplated but yet to be implemented, NLP 2010 being the last version of it. The Directive seeks to bring practicality to the existing government litigation management – a step from aspiration to action. The much awaited NLP...

PMLA & Real Estate: Why Developers And Agents Must Rethink Compliance

The real estate industry in India has long been known for the exploitation and malpractices of the builders. With the introduction of Real Estate (Regulation and Development) Act, 2016, there has been a fair attempt to bring the real estate sector under scrutiny by imposing mandatory compliances and heavy penalties on the developers. One of the major developments in the real estate industry has been the inclusion of real estate developers, brokers and agents within the legal ambit of...