India: Directors and Officers

For a newly incorporated company, ROC Filings are among the first statutory responsibilities management needs to understand. Incorporation does not mark the end of compliance. It marks the beginning of an ongoing relationship with the Registrar of Companies under the Companies Act, 2013.

The intersection of structured finance and insolvency law continues to generate significant judicial discourse, particularly on the question of when a financial creditor ceases to be a mere lender and becomes a related party of the corporate debtor. A recent ruling by the National Company Law Tribunal, New Delhi Bench, in Rishi Gupta and Anr. v. IDBI Trusteeship Services Ltd. and Ors. offers important clarity on this issue.

Supreme Court through its judgment dated 27.07.2026 in the matter of Tejas J Shah & Amisha T Shah v. Mantri Technology Constellations Private Limited (Now Known as Buoyant Technology Constellations Private Limited)[1] held that imposition of moratorium on a company under Section 14 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) is not a ground to reject consumer complaints against the promoters/ directors of the company.

Directors occupy one of the most important positions within a company. They are entrusted with managing corporate affairs, safeguarding stakeholder interests and ensuring legal compliance.

A company approaching an initial public offering, or even a serious pre-IPO fundraise, enters a different legal and governance environment. Growth, brand visibility and investor appetite are no longer sufficient. The company must demonstrate that its financial reporting, statutory compliance, internal controls, risk governance, related-party discipline, employment practices, licensing architecture and disclosure culture can withstand institutional, regulatory and market scrutiny.

The Shareholder Agreement imposes GAAP-compliant monthly reporting on the company. The finance team discovers its inability to comply forty-five days post-close. No party examined the information rights clause...

Non-compliance under the law does not always result from intentional wrongdoing.

In February 2026, the Reserve Bank of India (RBI) issued draft amendment directions to the RBI (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions...

The Companies (Amendment) Bill, 2025 ("Bill") was introduced in Rajya Sabha on December 05, 2025. The proposed Bill seeks to amend section 135 of the Companies Act, 2013 ("Act") relating to Corporate Social Responsibility...