India: Directors and Officers

If you've ever drafted a shareholders' agreement, you'll recognise a familiar clause. It lists reserved matters, ensures that certain decisions require approval from a specific investor's nominee, and quietly assumes that the day it will be tested will never arrive. At Tata Sons, that day has arrived

An open offer is a public offer made by an acquirer to purchase shares from the existing public shareholders of a listed company at a specified price when the acquirer acquires a substantial stake in, or control over, that company.

When a company suffers a data breach, boardrooms instinctively fear the worst: that directors will be personally held responsible. This concern significantly overstates what the law actually provides. A careful reading of the relevant legislation reveals a framework that is considerably more protective of directors than the alarm around data breaches would suggest. Both Indian and European law draw a clear distinction between the company as the institution bearing primary liability, and the individuals who govern it, and that distinction is not easily collapsed.

The Delhi High Court's landmark judgment in Chitra Ramkrishna v. Union of India redefines the boundaries of criminal liability under India's Prevention of Corruption Act, extending anti-corruption provisions to private sector executives performing statutory functions. This decision establishes that the nature of duties performed, rather than corporate structure, determines whether senior management faces prosecution as "public servants" under anti-bribery laws.

The Hindu Undivided Family ("HUF") is one of the more structurally unusual entities in Indian law. Recognised as a separate taxable person under the Income Tax Act, 1961, it is managed by a Karta, and its assets are held for the benefit of all co-parceners and members of the family unit.

These events prompted regulators to strengthen governance standards by introducing stricter disclosure norms, enhanced board accountability and greater emphasis on transparency and stakeholder protection.

The Securities and Exchange Board of India ("SEBI") vide its circular dated 07.04.2026 ("SEBI Observations Circular")1 has granted a one-time relaxation with respect to the validity of SEBI observation letters issued under the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations").

The Ministry of Corporate Affairs vide a public notice dated 08.04.2026, has issued draft Companies (Incorporation) Amendment Rules, 2026, proposing amendments to the Companies (Incorporation) Rules, 2014.

The MCA Data across the last 5 financial years consistently shows that approximately 28,000 criminal prosecutions under the Companies Act, 2013 remain pending at the end...