Article
Budget 2025: Rationalising Fast Track Mergers By Navyashree R and Krishna Chandak
Considering the intent of the announcement made in the Union Budget, the Ministry of Corporate Affairs has proposed to widen the scope of companies under Section 233 of the Companies Act read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 vide public notice dated 4 April 2025. The first article in this issue of Corporate Amicus extended category of companies allowed under the Fast Track Merger. Elaborately analysing all the four categories with diagrams, the authors note that the amendment seeks to cover more categories of companies under the FTM process. They in this regard also list the specified cases of mergers and amalgamations which are not allowed under the Fast Track Merger process.
Gross negligence and wilful misconduct in investment transactions By Dikshita Damodaran and Jeevesh Jain
The second article in this issue of Corporate Amicus discusses the concepts of ‘gross negligence’ and ‘wilful misconduct’ in investment transactions. The article for this purpose also takes help from various Court decisions and infers that gross negligence and wilful misconduct, while related, are distinct legal concepts. Further, pointing out various recommendations to the investors to safeguard against the risks posed by gross negligence and wilful misconduct, the authors note that it is imperative for investors to carefully negotiate and finalize transaction documents that include wilful misconduct and gross negligence as defined ‘cause’ events.
Notifications and Circulars
- IRDAI Advisory on cyber incident preparedness and forensic readiness
- Compliance Officer’s position under LODR Regulations clarified
- FPI investment limits in debt instruments and CDS exposure for FY 2025–26 announced
- Threshold for additional disclosures by FPIs amended
- Trading window closure extended to immediate relatives of designated persons
- Exports through warehouses in ‘Bharat Mart’, UAE, relaxed
- FEMA contraventions – Compounding amount capped for select contraventions
Ratio decidendi
- Arbitral Tribunal can include parties in proceedings without Section 21 notice or Section 11 application – Supreme Court
- Insolvency – IBC Section 12A application is unnecessary when no other creditors are present, and settlement is achieved – NCLAT New Delhi
- Arbitration – Writ Petition is admissible when an order under Section 9 neither grants nor denies relief – Kerala High Court
- Arbitral Tribunal’s discretion under Section 31(7)(b) is limited to determining the rate of post-award interest and not entitlement of interest – Delhi High Court
- Settlement agreement defaults are not classified as Operational Debts under IBC – NCLT, New Delhi
News Nuggets
- SEBI alters framework governing ESG rating providers
- NABARD acquires 10 per cent stake in agri-fintech startup
- CCI approves Bharat Forge- AAM Manufacturing deal subject to voluntary modifications
- CCI okays Kandhari Beverages’ proposal of acquiring Coco-Cola’s bottling arm
- After SEBI, MCA to take action against Gensol
- Aster-Quality Care deal receives CCI nod
- CCI approves PIOF and Partners’ stake acquisition in Akasa Air
