Corporate Law

The Securities and Exchange Board of India (SEBI) has issued a consultation paper dated August 21, 2026, proposing a comprehensive overhaul of the advertisement code applicable to Online Bond Platform Providers (OBPPs). The proposed framework seeks to prohibit the use of terms such as "high yield" and "high returns" in bond advertisements, ban celebrity endorsements, and curb messaging that creates artificial urgency or scarcity. Public comments on the consultation paper are

The National Company Law Tribunal (NCLT) has approved a personal insolvency repayment plan for Zee Group founder Subhash Chandra under Section 114 of the Insolvency and Bankruptcy Code, 2016, permitting him to settle admitted creditor claims of Rs 22,006.57 crore for a payment of just Rs 6.5 crore. The ruling, delivered by NCLT Member Nilesh Sharma acting as a third member to break a deadlock, has triggered significant controversy in the financial sector and prompted HDFC Ban

Every listed entity in India must assess whether any of its subsidiaries qualifies as a "material subsidiary" under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The classification triggers specific governance, disclosure, and audit obligations that carry enforcement consequences if missed. Following the LODR amendments of 2026, which replaced "income" with "turnover" in the materiality test, companies need to revisit their assessme

The Insolvency and Bankruptcy Code (Amendment) Act, 2026, which received Presidential assent on 6 April 2026 and came into force on 25 May 2026, introduces sweeping changes to India's insolvency framework. Among the most consequential reforms are those targeting the real estate sector, where the conventional entity-level CIRP had long struggled with the reality that developers operate multiple projects with distinct financing, approvals, and stakeholders. Complementing these

On 10 July 2026, SEBI notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2026, via Notification No. SEBI/LAD-NRO/GN/2026/312. The amendment restructures how listed entities handle the transfer and transmission of securities, mandating direct dematerialised credit and retiring the intermediate Letter of Confirmation (LOC) mechanism that had been in use since 2019. These changes, effective from t

Background: Why This Guidance Was Needed The Insolvency and Bankruptcy Board of India (IBBI) issued a discussion paper on August 14, 2026, proposing a draft circular that provides guidance to Insolvency Professionals (IPs) on identifying fraudulent or malicious initiation of the Corporate Insolvency Resolution Process (CIRP) under Sections 60(5) and 65 of the Insolvency and Bankruptcy Code, 2016 (IBC). The comment period closed on August 24, 2026. Section 65(1) of the IBC emp

The Revised Thresholds The Ministry of Corporate Affairs (MCA), through the Companies (Specification of Definition Details) Amendment Rules, 2025, notified on December 1, 2025, has substantially raised the financial thresholds for classifying a company as a "small company" under Section 2(85) of the Companies Act, 2013. A private company now qualifies as a small company if both conditions are met simultaneously: paid-up share capital does not exceed Rs 10 crore, and turnover

What Changed: NCLT Replaced with Competent Authority The Reserve Bank of India (RBI), through a notification dated May 29, 2026, has amended the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. The key change replaces all references to the "National Company Law Tribunal" (NCLT) with the broader term "Competent Authority" across Regulations 4, 5, 7, and 9 of the cross-border merger framework. Under the amended definition, "Competent Authority" means any aut

SEBI Recommends Fractional Share Recognition The Securities and Exchange Board of India (SEBI) has formally asked the Ministry of Corporate Affairs (MCA) to recognise the issuance and holding of fractional shares within the Companies Amendment Bill currently pending in Parliament. A fractional share is a portion of a single equity share, typically less than one full unit, allowing investors to own a stake in high-value securities without purchasing an entire share. The reques

When a cross-border merger or acquisition involves entities with operations in India, the transaction may trigger mandatory notification requirements under the Competition Act, 2002. The Competition Commission of India (CCI) serves as the country's antitrust regulator, and its merger control regime requires parties to notify qualifying combinations before consummation. Failing to comply can result in significant penalties, including the potential unwinding of the entire trans

Background and Overview The Competition Commission of India (CCI), in a press release issued on July 7, 2026, announced its approval of the merger of 51 Malabar Group companies with and into Malabar Gold and Diamonds Limited. This represents one of the largest group-level consolidation exercises in the Indian jewellery retail sector, bringing the entire Malabar Group's jewellery operations under a single flagship entity. The proposed combination envisages the merger of 51 com

Background and Overview The National Company Law Tribunal (NCLT), Delhi Bench, on August 19, 2026, permitted aircraft lessor Aviator ML 29641 Limited to withdraw its insolvency petition filed under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) against SpiceJet Limited. However, the Tribunal imposed costs of Rs 15 lakh on both parties for disclosing their settlement at the eleventh hour, after orders had already been reserved in the matter. The order, passed by a

Introduction Receiving a show cause notice from the Securities and Exchange Board of India (SEBI) can be a defining moment for any listed company, market intermediary, or individual associated with the Indian securities market. These notices signal that the regulator has identified potential violations and is contemplating formal enforcement action. How you respond in the initial days and weeks can significantly influence the final outcome of the proceedings. This guide provi

Background and Overview The Securities and Exchange Board of India (SEBI) has passed an ex-parte interim order against two entities for their involvement in manipulative trading during the Closing Auction Session (CAS) on the SENSEX weekly expiry day at the Bombay Stock Exchange (BSE). The order, issued in connection with trading activity on August 13, 2026, represents one of the first major enforcement actions under the newly introduced CAS mechanism, underscoring the regula

Background and Overview The Competition Commission of India (CCI), in a press release issued on July 7, 2026, announced its approval of the merger of 51 Malabar Group companies with and into Malabar Gold and Diamonds Limited. This represents one of the largest group-level consolidation exercises in the Indian jewellery retail sector, bringing the entire Malabar Group's jewellery operations under a single flagship entity. The proposed combination envisages the merger of 51 com