Corporate and Company Law in India: Advisory, Governance, Transactions and NCLT Disputes
Authored by R & D Law Chambers LLP Practice led by Ravish Bhatt — Advocate, Bar Council of Gujarat (Enrolment G/504/2008) | Solicitor of the Senior Courts of England and Wales (SRA No. 492 477) | ADIT, Chartered Institute of Taxation, London Published: 05 September 2026 | Last reviewed: 05 September 2026 |
In short: R & D Law Chambers LLP advises Indian and international businesses across the corporate life cycle — transactions and governance, shareholder and company-law disputes before the NCLT and NCLAT, foreign investment entry, and banking and capital markets. The firm appears before NCLT benches in Ahmedabad, Delhi, Mumbai, Bengaluru and Chennai, and the NCLAT, New Delhi. |
This page is the firm’s corporate and company law hub. Each area below is summarised, with a link to the dedicated practice page where the detailed treatment sits. The firm combines an Ahmedabad base with pan-India representation and cross-border capability drawn from its international tax, arbitration and GIFT City practices.
On this page
- Corporate transactions and governance
- Company law disputes before the NCLT and NCLAT
- Contracts, HR and commercial operations
- Foreign corporations entering India (FDI and FEMA)
- Banking, finance and capital markets
- Insurance disputes and risk
- Related corporate practice areas
- Our approach
- Frequently asked questions
What corporate transactions and governance work do we handle?
In short: We advise on mergers, acquisitions, joint ventures and private equity and venture capital investments — from structuring and due diligence to transaction documents, Competition Commission of India clearance, and NCLT-sanctioned schemes of arrangement. We also advise on board and shareholder governance, related-party transactions and ESG-linked disclosures under the Companies Act, 2013. |
Mergers, acquisitions and investments
- Structuring: share purchase, asset purchase, slump sale, or a court-sanctioned scheme of arrangement, chosen on tax, regulatory and commercial considerations.
- Due diligence across corporate records, contracts, employment, intellectual property, real estate and litigation exposure.
- Transaction documentation: share purchase agreements, shareholders’ agreements, joint venture and investment agreements.
- Competition law clearance before the Competition Commission of India (CCI) where thresholds trigger mandatory notification.
- NCLT approval: petitions and documentation for amalgamations, demergers, capital reduction and other arrangements requiring tribunal sanction under Sections 230–232 of the Companies Act, 2013.
- Private equity and venture capital: term sheets, shareholders’ agreements (drag-along, tag-along, affirmative voting, liquidation preference, anti-dilution), exit mechanisms (IPO, buy-back, put/call, secondary sale) and FDI approvals in sensitive sectors.
M&A into India frequently overlaps with foreign direct investment rules — sectoral caps, pricing guidelines and downstream investment norms under FEMA. Investment agreements typically contain arbitration clauses; enforcement is coordinated with our arbitration and dispute resolution practices.
How do we handle company law disputes before the NCLT and NCLAT?
In short: We act in oppression and mismanagement petitions under Sections 241–242 of the Companies Act, 2013, schemes of arrangement under Sections 230–232, and appeals to the NCLAT. The firm has experience across NCLT benches in Ahmedabad, Delhi, Mumbai, Bengaluru and Chennai. Insolvency and CIRP matters are handled on our separate Insolvency and Bankruptcy page. |
Company-law disputes are distinct from insolvency, though both are heard by the NCLT. Oppression and mismanagement proceedings under Sections 241–242 allow a member to ask the Tribunal to restrain the board, undo tainted transactions, or order a buy-out at fair value.
The Section 244 threshold — and its waiver
A petition under Section 241 must ordinarily satisfy the eligibility threshold in Section 244(1): for a company with share capital, at least 100 members or one-tenth of the total members, whichever is less, or members holding not less than one-tenth (10%) of the issued share capital. The proviso to Section 244(1) empowers the NCLT to waive these requirements by a reasoned order, so a member below the threshold can still be permitted to petition where the facts disclose serious, prima facie oppression.
This waiver route is a genuine practical remedy, not a theoretical one. It has been exercised for the Mistry-side companies against Tata Sons (holding well under the statutory threshold), and as recently as June 2026 the NCLT Mumbai Bench granted waiver to a 4.65% holder in a family-company dispute. A small stake is not, by itself, a bar to relief. |
Schemes, restructuring and appeals
- Schemes of arrangement, amalgamation, demerger and capital reduction under Sections 230–232, including creditor and member meetings and tribunal sanction.
- NCLAT appeals from NCLT orders — restructuring, shareholder disputes and insolvency — with careful framing of grounds and strict procedural compliance.
For dedicated treatment, see our Company Law Disputes before NCLT / NCLAT page. For financial creditors, corporate debtors and resolution applicants, see Insolvency & Bankruptcy (IBC / NCLT).
What contracts, HR and commercial support do we provide?
In short: We draft and negotiate commercial contracts — supply and distribution, licensing, SaaS and master service agreements, confidentiality undertakings and franchise structures — and employment and HR documentation including service contracts, ESOP schemes, POSH-compliant policies, restructuring and cross-border mobility. The emphasis is clarity of obligations, risk allocation and enforceability under Indian law. |
- Commercial contracts: supply and distribution, licensing, SaaS and MSA, NDAs, franchise structures and policy playbooks.
- Employment and HR: handbooks, service and executive contracts, stock option schemes, POSH compliance, separation frameworks and expatriate mobility.
See our dedicated Commercial Contracts and Employment & HR pages.
How do we advise foreign corporations entering India (FDI and FEMA)?
In short: We advise overseas businesses on India entry — choosing between a subsidiary, joint venture, LLP or branch; navigating the automatic and approval FDI routes and sectoral caps; contracting with Indian counterparties; workforce and mobility; and exit planning. Structuring accounts for Place of Effective Management and Permanent Establishment risk to avoid unintended Indian taxation. |
- Entry and structuring: subsidiary, joint venture, LLP, liaison or branch office, chosen on control, liability, tax and long-term plans, with PoEM and PE risk assessed.
- FDI route and approvals: automatic versus government route, sectoral caps, downstream investment and valuation rules.
- Contracting: joint venture, licensing, distribution and service agreements, with governing-law and arbitration clauses drafted for enforceability.
- Workforce and mobility: employment contracts, secondment structures, ESOPs and expatriate work permits.
- Disputes and exit: buy-out options, drag-along and tag-along rights and tax-efficient share transfers; arbitration often seated in Singapore, London or India.
See International Acquisitions & FDI Advisory, International Taxation and Arbitration.
How do we advise on banking, finance and capital markets?
In short: We advise on syndicated and bilateral lending, inter-creditor arrangements, corporate debt restructuring, external commercial borrowings and one-time settlements, and on capital markets and SEBI compliance for IPOs, rights issues, QIPs and private placements under the ICDR and LODR regulations, including insider trading and takeover code issues. |
- Banking and finance: syndicated and bilateral loans, inter-creditor arrangements, debt restructuring, ECBs and RBI-notified requirements, and insolvency-linked debt recovery or settlements.
- Capital markets and SEBI: offer documents, disclosure norms, and insider trading and takeover code compliance under ICDR and LODR.
- FEMA/FDI and IFSC/GIFT City: inbound and outbound investment structuring aligned with FEMA, RBI and IFSCA norms.
See Banking & Capital Markets, International Taxation, and our GIFT City IFSC practice at giftcitylawyers.com.
How do we handle insurance disputes and risk?
In short: We advise on disputes under industrial all-risk (IAR), directors and officers (D&O) and business interruption (BI) policies — interpreting policy terms, exclusions and coverage limits, and pursuing or defending claims through arbitration, litigation or regulatory channels, including matters engaging IRDAI oversight. We also structure risk allocation in project contracts to match available cover. |
- Interpreting policy terms, exclusions and coverage limits.
- Pursuing or defending insurance claim disputes through arbitration, litigation or regulatory channels.
- Structuring risk allocation in project contracts to align with available insurance products.
Related corporate practice areas
Corporate matters rarely sit in isolation. The following practice areas carry the detailed treatment for adjacent work:
- Insolvency & Bankruptcy (IBC / NCLT)
- Company Law Disputes before NCLT / NCLAT
- Domestic & International Arbitration
- Dispute Resolution & Court Representation
- International Taxation & Structuring
Mutual Agreement Procedure (MAP) in India
Advance Pricing Agreements (APA) in India
Withholding Tax on Payments to Non-Residents - EPC Contracts
- Employment & HR Advisory
- IP & IT Law
- Real Estate & Leisure
- Banking & Capital Markets
- GST, Indirect Tax & Customs
- GIFT City IFSC Advisory
- Regulatory & White-Collar Defence — advisory and representation before SEBI, ED, SFIO, RBI and similar authorities.
We also advise across the technology and SaaS, fintech and NBFC, pharma and life sciences, media and entertainment, and education and EdTech sectors, where transactions carry sector-specific regulatory requirements.
Our approach
In short: We treat corporate work as anticipatory, not merely reactive — mapping outcomes, regulatory angles and dispute risk at the outset so clients can make informed decisions. We coordinate with accountants, auditors and technical experts, work from an Ahmedabad base with pan-India reach, and use legaltech tools for contract analysis and case strategy. |
Ahmedabad base, pan-India reach, cross-border capacity
The firm is based in Ahmedabad and appears before the NCLT Ahmedabad Bench and benches in Delhi, Mumbai, Bengaluru and Chennai, and the NCLAT, New Delhi, with matters carried to the High Courts and the Supreme Court of India. In international commercial arbitration, counsel from the firm appears directly before arbitral institutions abroad; in foreign court proceedings the firm coordinates with overseas partner firms.
Authored by R & D Law Chambers LLP Practice led by Ravish Bhatt — Advocate, Bar Council of Gujarat (Enrolment G/504/2008) | Solicitor of the Senior Courts of England and Wales (SRA No. 492 477) | ADIT, Chartered Institute of Taxation, London Published: 05 September 2026 | Last reviewed: 05 September 2026 |
In short: R & D Law Chambers LLP advises Indian and international businesses across the corporate life cycle — transactions and governance, shareholder and company-law disputes before the NCLT and NCLAT, foreign investment entry, and banking and capital markets. The firm appears before NCLT benches in Ahmedabad, Delhi, Mumbai, Bengaluru and Chennai, and the NCLAT, New Delhi. |
This page is the firm’s corporate and company law hub. Each area below is summarised, with a link to the dedicated practice page where the detailed treatment sits. The firm combines an Ahmedabad base with pan-India representation and cross-border capability drawn from its international tax, arbitration and GIFT City practices.
On this page
- Corporate transactions and governance
- Company law disputes before the NCLT and NCLAT
- Contracts, HR and commercial operations
- Foreign corporations entering India (FDI and FEMA)
- Banking, finance and capital markets
- Insurance disputes and risk
- Related corporate practice areas
- Our approach
- Frequently asked questions
What corporate transactions and governance work do we handle?
In short: We advise on mergers, acquisitions, joint ventures and private equity and venture capital investments — from structuring and due diligence to transaction documents, Competition Commission of India clearance, and NCLT-sanctioned schemes of arrangement. We also advise on board and shareholder governance, related-party transactions and ESG-linked disclosures under the Companies Act, 2013. |
Mergers, acquisitions and investments
- Structuring: share purchase, asset purchase, slump sale, or a court-sanctioned scheme of arrangement, chosen on tax, regulatory and commercial considerations.
- Due diligence across corporate records, contracts, employment, intellectual property, real estate and litigation exposure.
- Transaction documentation: share purchase agreements, shareholders’ agreements, joint venture and investment agreements.
- Competition law clearance before the Competition Commission of India (CCI) where thresholds trigger mandatory notification.
- NCLT approval: petitions and documentation for amalgamations, demergers, capital reduction and other arrangements requiring tribunal sanction under Sections 230–232 of the Companies Act, 2013.
- Private equity and venture capital: term sheets, shareholders’ agreements (drag-along, tag-along, affirmative voting, liquidation preference, anti-dilution), exit mechanisms (IPO, buy-back, put/call, secondary sale) and FDI approvals in sensitive sectors.
M&A into India frequently overlaps with foreign direct investment rules — sectoral caps, pricing guidelines and downstream investment norms under FEMA. Investment agreements typically contain arbitration clauses; enforcement is coordinated with our arbitration and dispute resolution practices.
How do we handle company law disputes before the NCLT and NCLAT?
In short: We act in oppression and mismanagement petitions under Sections 241–242 of the Companies Act, 2013, schemes of arrangement under Sections 230–232, and appeals to the NCLAT. The firm has experience across NCLT benches in Ahmedabad, Delhi, Mumbai, Bengaluru and Chennai. Insolvency and CIRP matters are handled on our separate Insolvency and Bankruptcy page. |
Company-law disputes are distinct from insolvency, though both are heard by the NCLT. Oppression and mismanagement proceedings under Sections 241–242 allow a member to ask the Tribunal to restrain the board, undo tainted transactions, or order a buy-out at fair value.
The Section 244 threshold — and its waiver
A petition under Section 241 must ordinarily satisfy the eligibility threshold in Section 244(1): for a company with share capital, at least 100 members or one-tenth of the total members, whichever is less, or members holding not less than one-tenth (10%) of the issued share capital. The proviso to Section 244(1) empowers the NCLT to waive these requirements by a reasoned order, so a member below the threshold can still be permitted to petition where the facts disclose serious, prima facie oppression.
This waiver route is a genuine practical remedy, not a theoretical one. It has been exercised for the Mistry-side companies against Tata Sons (holding well under the statutory threshold), and as recently as June 2026 the NCLT Mumbai Bench granted waiver to a 4.65% holder in a family-company dispute. A small stake is not, by itself, a bar to relief. |
Schemes, restructuring and appeals
- Schemes of arrangement, amalgamation, demerger and capital reduction under Sections 230–232, including creditor and member meetings and tribunal sanction.
- NCLAT appeals from NCLT orders — restructuring, shareholder disputes and insolvency — with careful framing of grounds and strict procedural compliance.
For dedicated treatment, see our Company Law Disputes before NCLT / NCLAT page. For financial creditors, corporate debtors and resolution applicants, see Insolvency & Bankruptcy (IBC / NCLT).
What contracts, HR and commercial support do we provide?
In short: We draft and negotiate commercial contracts — supply and distribution, licensing, SaaS and master service agreements, confidentiality undertakings and franchise structures — and employment and HR documentation including service contracts, ESOP schemes, POSH-compliant policies, restructuring and cross-border mobility. The emphasis is clarity of obligations, risk allocation and enforceability under Indian law. |
- Commercial contracts: supply and distribution, licensing, SaaS and MSA, NDAs, franchise structures and policy playbooks.
- Employment and HR: handbooks, service and executive contracts, stock option schemes, POSH compliance, separation frameworks and expatriate mobility.
See our dedicated Commercial Contracts and Employment & HR pages.
How do we advise foreign corporations entering India (FDI and FEMA)?
In short: We advise overseas businesses on India entry — choosing between a subsidiary, joint venture, LLP or branch; navigating the automatic and approval FDI routes and sectoral caps; contracting with Indian counterparties; workforce and mobility; and exit planning. Structuring accounts for Place of Effective Management and Permanent Establishment risk to avoid unintended Indian taxation. |
- Entry and structuring: subsidiary, joint venture, LLP, liaison or branch office, chosen on control, liability, tax and long-term plans, with PoEM and PE risk assessed.
- FDI route and approvals: automatic versus government route, sectoral caps, downstream investment and valuation rules.
- Contracting: joint venture, licensing, distribution and service agreements, with governing-law and arbitration clauses drafted for enforceability.
- Workforce and mobility: employment contracts, secondment structures, ESOPs and expatriate work permits.
- Disputes and exit: buy-out options, drag-along and tag-along rights and tax-efficient share transfers; arbitration often seated in Singapore, London or India.
See International Acquisitions & FDI Advisory, International Taxation and Arbitration.
How do we advise on banking, finance and capital markets?
In short: We advise on syndicated and bilateral lending, inter-creditor arrangements, corporate debt restructuring, external commercial borrowings and one-time settlements, and on capital markets and SEBI compliance for IPOs, rights issues, QIPs and private placements under the ICDR and LODR regulations, including insider trading and takeover code issues. |
- Banking and finance: syndicated and bilateral loans, inter-creditor arrangements, debt restructuring, ECBs and RBI-notified requirements, and insolvency-linked debt recovery or settlements.
- Capital markets and SEBI: offer documents, disclosure norms, and insider trading and takeover code compliance under ICDR and LODR.
- FEMA/FDI and IFSC/GIFT City: inbound and outbound investment structuring aligned with FEMA, RBI and IFSCA norms.
See Banking & Capital Markets, International Taxation, and our GIFT City IFSC practice at giftcitylawyers.com.
How do we handle insurance disputes and risk?
In short: We advise on disputes under industrial all-risk (IAR), directors and officers (D&O) and business interruption (BI) policies — interpreting policy terms, exclusions and coverage limits, and pursuing or defending claims through arbitration, litigation or regulatory channels, including matters engaging IRDAI oversight. We also structure risk allocation in project contracts to match available cover. |
- Interpreting policy terms, exclusions and coverage limits.
- Pursuing or defending insurance claim disputes through arbitration, litigation or regulatory channels.
- Structuring risk allocation in project contracts to align with available insurance products.
Related corporate practice areas
Corporate matters rarely sit in isolation. The following practice areas carry the detailed treatment for adjacent work:
- Insolvency & Bankruptcy (IBC / NCLT)
- Company Law Disputes before NCLT / NCLAT
- Domestic & International Arbitration
- Dispute Resolution & Court Representation
- International Taxation & Structuring
- EPC Contracts
- Employment & HR Advisory
- IP & IT Law
- Real Estate & Leisure
- Banking & Capital Markets
- GST, Indirect Tax & Customs
- GIFT City IFSC Advisory
- Regulatory & White-Collar Defence — advisory and representation before SEBI, ED, SFIO, RBI and similar authorities.
We also advise across the technology and SaaS, fintech and NBFC, pharma and life sciences, media and entertainment, and education and EdTech sectors, where transactions carry sector-specific regulatory requirements.
Our approach
In short: We treat corporate work as anticipatory, not merely reactive — mapping outcomes, regulatory angles and dispute risk at the outset so clients can make informed decisions. We coordinate with accountants, auditors and technical experts, work from an Ahmedabad base with pan-India reach, and use legaltech tools for contract analysis and case strategy. |
Ahmedabad base, pan-India reach, cross-border capacity
The firm is based in Ahmedabad and appears before the NCLT Ahmedabad Bench and benches in Delhi, Mumbai, Bengaluru and Chennai, and the NCLAT, New Delhi, with matters carried to the High Courts and the Supreme Court of India. In international commercial arbitration, counsel from the firm appears directly before arbitral institutions abroad; in foreign court proceedings the firm coordinates with overseas partner firms.
Frequently Asked Questions (FAQs)
Our services extend across transactional, regulatory, and dispute-related matters. This includes mergers & acquisitions, commercial contracts, employment and HR policies, NCLT/NCLAT proceedings, foreign corporations entering India, EPC and infrastructure contracts, and corporate dispute resolution. For specific focus areas, you may also refer to our dedicated practice pages under Our Services.
Yes. Corporate law frequently involves both — for example, a merger may require structuring and compliance review (transactional), but can also trigger shareholder or governance disputes (dispute). Our lawyers handle both aspects in a manner aligned with statutory requirements and commercial realities.
Yes. Foreign corporations entering India require guidance on structuring (subsidiary, branch, LLP), FDI routes, FEMA considerations, contract negotiation, employment frameworks, and dispute resolution clauses. We provide integrated support across these areas, drawing upon our corporate, tax, and dispute resolution practice groups.
Yes. We represent clients before the NCLT benches in Ahmedabad, Delhi, Mumbai, Bengaluru, and Chennai, as well as before the National Company Law Appellate Tribunal (NCLAT). Matters may range from schemes of arrangement, insolvency petitions, oppression & mismanagement disputes, to appeals from NCLT orders.
We provide advice on securities law matters under SEBI and assist companies in navigating regulatory frameworks. While we do not undertake routine compliance filings, we advise on obligations under regulations such as SEBI (LODR) and insider trading, and represent clients when facing notices, inquiries, or enforcement actions from SEBI.
Yes. Document reviews — whether contracts, compliance policies, or transaction documents — are chargeable. The applicable fee depends on the length, complexity, and time required. A proposal is provided after reviewing the specific requirements.
Yes. Corporate operations often attract scrutiny from regulators such as RBI, SEBI, ED, SFIO, IRDAI, and RERA. Our role is to prepare legal responses, develop strategy, and represent clients in such proceedings. While we do not undertake ongoing compliance filings, we ensure that responses to notices and time-bound obligations are handled with precision.
Ahmedabad + pan-India coverage
R & D Law Chambers LLP is based in Ahmedabad, Gujarat, and regularly represents clients before the NCLT Ahmedabad Bench, with practice extending across NCLT benches in Delhi, Mumbai, Bengaluru and Chennai and the NCLAT, New Delhi. The firm also interfaces with sector regulators such as SEBI, RBI, IRDAI and RERA where corporate governance, capital markets or real estate matters intersect with regulatory oversight.
R & D Law Chambers LLP 604, Entice, Ambali Bopal Road, Ambli, Ahmedabad, Gujarat 380058, India Phone: +91 98985 50411 | Email: info@rdlawchambers.com | Office hours: 11:00 AM to 7:00 PM |
What clients say
“In my experience working with R & D Law Chambers, they have never committed any unattainable outcomes; rather they have given a clear understanding about the possibilities. Recently, with their assistance, Salus Product recovered a large debt owed by a UK company. The firm’s efforts in the UK proceedings were commendable, and they also optimised and reduced the tax consequences in both the UK and India arising from the recovery.”
— Sumit Garala, Salus Product
“R & D Law Chambers has been a reliable and trustworthy source of advice for us. It is a one-shot solution to all my queries — whether relating to business law, contracts or technology law.”
— Puneet K. Goyal, Co-founder, BluSmart
“They don’t have a panacea for all my problems; however, they have been the most reliable in terms of quality of services in all areas and in terms of integrity. They know how to protect the client’s interests.”
— Dinesh Hinduja, Enprocon
Disclaimer
This page is intended solely for informational purposes. It does not constitute legal or tax advice and should not be relied upon as a substitute for specific professional advice on specific facts. Nothing on this page is a guarantee of outcome or an invitation to create a lawyer-client relationship. Laws and regulations evolve and the applicability of legal principles varies with the facts of each case. R & D Law Chambers LLP disclaims liability arising from reliance on this content without obtaining tailored advice. R & D Law Chambers LLP is registered under the Indian Advocates Act; Ravish Bhatt is enrolled as an Advocate with the Bar Council of Gujarat and is a non-practising Solicitor of England and Wales.