Corporate restructuring through a Scheme of Arrangement under Sections 230–232 of the Companies Act, 2013 is a powerful vehicle for business consolidation and shareholder value creation. However, obtaining sanction from the Hon’ble NCLT is not merely a legal proceeding - it is an exercise in meticulous secretarial precision. In our consulting practice, we frequently observe schemes getting delayed due to avoidable procedural oversights: 🔹 The Disconnect in Appointed Da

When promoters and CFOs evaluate IPO readiness, the initial focus is invariably on EBITDA margins, growth projections, and merchant banker selection. Yet, in practice, what frequently stalls a Draft Red Herring Prospectus (DRHP) or triggers protracted SEBI and stock exchange observations is historical corporate housekeeping. Having coordinated equity and debt capital market transactions - including public issues, rights issues, and bond issuances over close to three decades -

Ever since the amended Regulation 30 of SEBI (LODR), 2015 compressed disclosure timelines, boards and compliance teams have been running against the clock. But having spent 22+ years inside listed entities and now advising boards as a Practicing Company Secretary, here is what I observe in disclosure audits: The challenge is rarely the filing mechanism itself. The breakdown occurs at the internal event-identification threshold. 3 critical vulnerabilities we frequently remedia

Over the past 18 months, the Registrar of Companies (ROC) has intensified penalty orders under Section 454 of the Companies Act, 2013. What is striking is the shift in focus: Penalties are no longer confined to delayed annual filings. They are targeting procedural governance deficiencies: • Non-compliance with Secretarial Standard-1 (SS-1) on notice circulation and recording dissent in minutes. • Ambiguity in identifying "Officers who are in default" when board decisions cros

Regulatory & Legal Developments — Corporate, Securities & Regulatory Intelligence August 2026 was a month in which the substance of regulation moved as much as its procedure — new accounting treatment for green-power contracts, a first amendment to the MSMED Act in two decades, a uniform recovery-conduct code for every category of lender, and a proposed rebuild of SEBI's settlement framework. This edition covers eighteen updates from the Ministry of Corporate Affairs, the Res

During statutory inspections and secretarial audits, one recurring oversight continues to draw severe regulatory scrutiny: The gap between an omnibus approval granted by the Audit Committee and the actual commercial execution trail. Under Regulation 23 of SEBI (LODR), 2015 and Section 188 of the Companies Act, 2013: • An omnibus approval is not a blanket authorization - it mandates verifiable justification for transactions where need cannot be foreseen. • The arm’s length bas

📢 Compliance Newsletter – August, 2026 Edition is here! Delighted to share our latest edition covering the key regulatory developments across MCA, RBI, SEBI and the Stock Exchanges during August, 2026. Some highlights this month: 🔹 𝐌𝐂𝐀 sees Parliament pass the MSME Development (Amendment) Act, 2026 - decriminalising several offences and mandating CPSEs to route MSME payments through TReDS - while CCFS, 2026 gets a further extension to September 15, 2026 🔹 𝐑𝐁𝐈 holds t

A CFO once told me an acquisition wasn't material because "nothing is signed yet." The binding term sheet had been signed eleven days earlier. That one sentence explains why Regulation 30 of SEBI LODR remains the hardest judgment call in a listed company's compliance calendar. What Regulation 30 is really about Regulation 30 is not a filing formality. It is a market-integrity obligation — investors must learn of material developments from the company, not from a news channel

1. Introduction There is a comfortable assumption in many Indian unlisted companies: that if the annual filings are made and the auditor has signed, the company is compliant. It is a reasonable assumption. It is also, quite often, wrong. The Companies Act, 2013 does not operate as an annual event. It operates continuously — transaction by transaction, meeting by meeting, disclosure by disclosure. Annual filings are the visible surface. Underneath sit obligations triggered not

Getting listed on the SME platform of BSE or NSE Emerge feels like the finish line — capital raised, visibility gained, promoter dream realised. In 28+ years of experience, I've learnt it's actually the starting gun. The company that treats listing day as "job done" is usually the one I get called into a few years later, once SEBI or the exchange has already flagged something. Why This Matters More Than Founders Expect SME-listed entities do get a lighter compliance load than

The Securities Appellate Tribunal (SAT), Mumbai, in its order dated 13.08.2026, has once again settled an important compliance question: does settling with SEBI shield a listed company from a separate fine by the stock exchange for the same violation? The Facts: 🔹 Hindustan Foods Ltd. failed to meet the minimum Independent Director requirement under Reg. 17(1)(b) of LODR Regulations (at least 50% Board strength) for periods between 27.08.2018 and 08.11.2022. 🔹 The Company

The Micro, Small and Medium Enterprises Development (Amendment) Act, 2026 (No. 16 of 2026) received Presidential assent on 13th August, 2026 and has been published in the Gazette. This is one of the most significant reforms to the MSMED Act, 2006 in recent years. Key Highlights: 🔹 New "Development Commissioner" role — designated as the administrative head under the Ministry of MSME, replacing the earlier "Joint Secretary" reference in the Advisory Committee. 🔹 Mandatory TRe

The Reserve Bank of India (RBI) has issued the "Reserve Bank of India (Commercial Banks - Compliance Function) Directions, 2026," effective from July 31, 2026. Key highlights: 🔹 Governance & Oversight: The Board of Directors holds overall responsibility for managing compliance risk and must conduct quarterly reviews of the compliance function. The MD & CEO is charged with ensuring the function remains independent. 🔹 Independence is Mandatory: The Compliance Department must

SEBI's insider trading framework has evolved from a reactive enforcement tool into a proactive governance discipline. This latest NSE Circular (Ref: NSE/CML/2026/19 dated August 07, 2026) is a textbook example of that shift. On the surface, it reads as "suggested best practices." Read between the lines, and it's NSE signaling that the days of loosely maintained UPSI records are numbered. 𝗪𝗵𝗮𝘁 𝘁𝗵𝗲 𝗖𝗶𝗿𝗰𝘂𝗹𝗮𝗿 𝗔𝘀𝗸𝘀 𝗙𝗼𝗿: 1️⃣ A structured digital database — not

Foreign companies enter India as a Wholly Owned Subsidiary, a majority-owned Subsidiary, or a minority-held Associate/Joint Venture (20-50%, "significant influence" under Sec 2(6) or >50% control under Sec 2(87), Companies Act 2013). Whatever the structure, a defined set of post-incorporation compliances begins the moment the company is incorporated and foreign capital comes in. COMMON TO ALL STRUCTURES (WOS, Subsidiary, Associates, JV) Companies Act * First Board Meeting wit

📢 Compliance Newsletter – July, 2026 Edition is here! Delighted to share our latest edition covering the key regulatory developments across MCA, RBI, SEBI and the Stock Exchanges during July, 2026. Some highlights this month: 🔹 MCA extends the Companies Compliance Facilitation Scheme (CCFS-2026) to August 31, 2026, and invites stakeholder suggestions on the new Integrated Platform for Insolvency Ecosystem (iPIE) 🔹 RBI undertakes a landmark consolidation exercise — 628 circ

Our June, 2026 Newsletter incorporates Summary of significant regulatory amendments in corporate laws issued by important Regulators like Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), Stock Exchanges (NSE & BSE) and Securities & Exchange Board of India (SEBI). It also highlights significant pronouncements in the Corporate sector.

Our May, 2026 Newsletter incorporates Summary of significant regulatory amendments in corporate laws issued by important Regulators like Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), Stock Exchanges (NSE & BSE) and Securities & Exchange Board of India (SEBI). It also highlights significant pronouncements in the Corporate sector.

Our April, 2026 Newsletter incorporates Summary of significant regulatory amendments in corporate laws issued by important Regulators like Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), Stock Exchanges (NSE & BSE) and Securities & Exchange Board of India (SEBI). It also highlights significant pronouncements in the Corporate sector.