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๐ข When the Monitoring Agency Stops Reporting to You, and Starts Reporting on You
Today, the monitoring agency reports to the issuer, the Audit Committee reviews it, and the company files it with the exchanges. SEBI's consultation paper of October 13, 2026 proposes to take the issuer out of that chain. ๐ง๐ต๐ฒ ๐๐ฎ๐ฐ๐ธ๐ด๐ฟ๐ผ๐๐ป๐ฑ: The LODR Working Group (chaired by Shri V S Sundaresan) found that some listed entities withheld or delayed information to monitoring agencies or delayed filing their reports. Investors were left without an answer to one basic qu

Sandeep Lakhotia
7 days ago2 min read
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Independent Directors: 3 essential practices to safeguard against regulatory liability
In recent years, enforcement orders by the MCA and SEBI have increasingly examined the role and conduct of Independent Directors when listed or large unlisted entities face governance crises. Section 149(12) of the Companies Act, 2013 affords protection only if the act or omission occurred without the directorโs knowledge, deliberate consent, or connivance, and where the director acted diligently. But how is "due diligence" demonstrated before a court, tribunal, or regulator?

Sandeep Lakhotia
Oct 11 min read
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Related Party Transactions have quietly become one of the most amended areas of Indian corporate law
In the last twelve months alone, SEBI has replaced the flat โน1,000 crore / 10% materiality test with a turnover-linked slab under Schedule XII (in force from 18 December 2025), recalibrated the Audit Committee trigger for subsidiary transactions, codified the validity of omnibus shareholder approvals, and permitted an abridged minimum-information format for smaller transactions. Under the Companies Act, the monetary caps in Rule 15(3) have been gone since 2019 and Section 188

Sandeep Lakhotia
Sep 281 min read
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Related Party Transactions: When "Approval" in the Minutes is Not Enough
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: โข An omnibus approval is not a blanket authorization - it mandates verifiable justification for transactions where need cannot be foreseen. โข The armโs length bas

Sandeep Lakhotia
Sep 81 min read
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