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The silent shift: Beneficial ownership and the untested edge of pledge-related contra trades

Summary: Creation, invocation and revocation of a pledge of shares fall within the meaning of “trade” under the PIT Regulations, and the FAQs on the PIT Regulations are unambiguous on this point. These pledge-related transactions trigger contra trade restriction under Schedule B of the PIT Regulations. SEBI’s informal guidance clarifies how the regulatory position on this subject has evolved. This article traces this evolution and analyses the considerations relevant to listed entities when creating pledges.

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“Bar To Sue” Under Order II Rule 2 Versus “Suit Barred By Law” Under Order VII Rule 11: Crucial Procedural Distinction

Summary: A plea under Order II Rule 2 may defeat a plaintiff’s claim or relief arising from the same cause of action. However, the Supreme Court recently clarified in S. Valliammai v. S. Ramanathan that such a plea alone is not sufficient to reject the suit under Order VII Rule 11(d). The key is understanding the difference between a “bar to sue” and a “suit barred by law”. This article explores that distinction, the different inquiries mandated under each provision, and the significant procedural consequences of invoking the wrong remedy at the threshold stage.

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Summary: As businesses become increasingly global, requests from foreign regulators, courts and law-enforcement agencies for information held in India are becoming a routine part of cross-border compliance. Businesses must now play the balancing act—comply with India’s Digital Personal Data Protection Act, 2023 (“DPDP Act”), and the Digital Personal Data Protection Rules, 2025 (“DPDP Rules”), on the one hand, and the laws of the requesting jurisdiction on the other. The DPDP framework does not automatically exempt foreign regulatory requests. Business must, therefore, regularly assess the basis for processing and disclosure, cross-border transfer requirements and, determine whether such request should be routed through an Indian legal mechanism.

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Summary: This article aims to analyse the Draft Reserve Bank of India (Know Your Customer) Amendment Directions, 2026 in light of the current legislative and judicial framework and practical challenges faced by entities and individuals upon debit-freezing of accounts in relation to financial crimes and cyber frauds.

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No Shield For Directors? BHC Analyses The Applicability Of The Moratorium Under Sections 96 And 101 Of The IBC To Prosecutions Under Section 138 Of The NI Act

Summary: This blog analyses a recent BHC judgment that delineates the contours of the interim moratorium under Section 96 of the IBC vis-à-vis the initiation/ continuation of a prosecution under Sections 138 read with 141 of the NI Act against the directors of a company.

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Corporate Criminal Liability: Supreme Court Lays Down a Three-Stage Framework for Attributing Mens REA to Companies

Summary: The article examines the Supreme Court’s decision in Sanofi India Ltd. v. Central Bureau of Investigation, which lays down a three-stage framework for determining when a natural person’s act and mens rea may be attributed to a company. The judgment is significant because it brings structure to a previously unsettled area of corporate criminal liability and makes a company’s decision-making authority, delegation framework and transaction-specific governance record central to the attribution analysis.

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Contours of Interim Moratorium under Section 96 of IBC, 2016

Summary: This blog delineates the contours of interim moratorium under Section 96 of the IBC. It explores the provision’s interaction with the SARFAESI Act, 2002, its application to co-owned properties, the 2026 amendment to Section 96, and potential future legislative changes.

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Beyond Trading: The Evolving Law on UPSI Communication

Summary: An allegation of communication of unpublished price sensitive information under Regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, cannot be established merely basis proximity between parties or trading pattern. Balram Garg held that cogent material such as emails, letters, etc., will be required. The recent AGEL and RHI Magnesita orders sharpen this further, showing that a call or contact between parties, without more, will not suffice. Ultimately, the outcome of any allegation of UPSI communication is fact sensitive. Together, these rulings establish a clear evidentiary requirement: that SEBI must prove that UPSI was communicated, not merely that the parties had the opportunity to communicate it.

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When Food-Safety Enforcement Reaches the Boardroom: Director Liability Under the FSS Act

Summary: Heightened food-safety enforcement is bringing renewed attention to the personal exposure of directors and senior management. A series of High Court decisions in 2026 illustrates the boundaries of liability under Section 66 of the Food Safety and Standards Act, 2006. The emerging position rejects both extremes: directorship alone does not establish criminal liability, while the appointment of a nominated food-safety officer does not necessarily insulate directors where the alleged contravention is attributable to their consent, connivance, or neglect. For boards, the significance increasingly lies in how responsibility is allocated, how significant food-safety concerns are escalated and how senior management eventually responds to these concerns.

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Court Deposit Not Payment: Delhi HC’s Key Ruling on Arbitration and Insolvency Intersection

Summary: The Delhi High Court, in McNally Bharat Engineering Company Limited v. Metso India Pvt. Ltd., has held that an amount deposited in court as a condition for stay of an arbitral award, pending a challenge under Section 34 of the Arbitration & Conciliation Act, does not amount to payment to the award-holder and remains an asset of the award-debtor. Therefore, upon the award-debtor going into CIRP under the Insolvency and Bankruptcy Code during the pendency of such challenge, if a claim is not submitted to the Resolution Professional and does not form part of an approved resolution plan, it stands extinguished. Consequently, the pending Section 34 petition challenging the underlying arbitral award is rendered infructuous, and the deposited amount is to be refunded to the award-debtor turned corporate debtor.

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