NCLT Mumbai Sanctions Merger Of Bayer Zydus Into Bayer Pharmaceuticals

The National Company Law Tribunal (NCLT) at Mumbai has approved the merger of Bayer Zydus Pharma Pvt Ltd into Bayer Pharmaceuticals Pvt Ltd, as part of a group-level corporate restructuring exercise.A coram of Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer in an order on January 9, observed that the companies complied with the applicable laws and the scheme was not prejudicial to the interest of its members or public interest.Bayer Zydus Pharma was incorporated on...

Special Court Cannot Hear Private Complaints In Companies Act Fraud Cases; Only SFIO Can File: Supreme Court

The Supreme Court on Friday held that a special court cannot entertain a private complaint in cases involving fraud under the Companies Act. It ruled that where an offence attracts punishment under the fraud provision, cognisance can be taken only on a complaint filed by the Serious Fraud Investigation Office or an authorised officer of the Central government. A Division Bench of Justice J K Maheshwari and Justice K Vinod Chandran held that offences under Section 448 of the Companies Act, which...

NCLT Orders Cadila Healthcare To Restore Shares Fraudulently Dematerialised From Two Senior Citizens

The National Company Law Tribunal (NCLT) at Ahmedabad has directed Cadila Healthcare Limited, now known as Zydus Lifesciences, to restore the shareholdings of two senior citizens after finding that their shares were fraudulently dematerialised without their consent. The tribunal also ordered the company to pay Rs 2 lakh to each of the two shareholders as costs. The order was passed by a coram of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma on pleas filed by Satya Saxena and...

NCLT Mumbai Approves Demerger Of Vedanta's Merchant Power Business Into Talwandi Sabo Power

The Mumbai bench of the National Company Law Tribunal (NCLT) on Friday approved a restructuring move within the Vedanta group, clearing the demerger of the merchant power business of Vedanta Ltd and its transfer to Talwandi Sabo Power Ltd. The order was passed on a second-motion petition filed by Talwandi Sabo Power Ltd. The coram, comprising Judicial Member Mohan Prasad Tiwari and Technical Member Charanjeet Singh Gulati, noted that all statutory requirements had been met and that the...

Kerala High Court Asks Centre To Decide Whether SNDP Yogam Is Governed By Companies Act Or Kerala NTC Act

The Kerala High Court, in a recent decision, directed the Union government to comply with a 2009 Delhi High Court order and decide if the Sree Narayana Dharma Paripalana Yogam (SNDP Yogam) is governed by the Companies Act or the Kerala Non-Trading Companies Act.The Division Bench comprising Justice Devan Ramachandran and Justice M.B. Snehalatha set aside the Single bench judgment, which had set aside a 1974 government order that granted exemption to the Yogam, a company registered under the 1882...

Failure To Follow RBI MSME Restructuring Norms Not Fatal To Financial Creditor's Insolvency Plea:NCLT Guwahati

The National Company Law Tribunal (NCLT) at Guwahati recently held that a lender's failure to follow Reserve Bank of India circulars on restructuring stressed MSME accounts does not, by itself, make an insolvency petition under the Insolvency and Bankruptcy Code (IBC) non-maintainable. In an order dated December 4, 2025, a bench consisting of Judicial Member Rammurti Kushwaha held, “While the RBI circulars do mandate a structured framework for resolution of MSME distress, the non-compliance...

Pendency Of Conciliation Proceedings Under MSME Act Does Not Bar Interim Relief U/S 9 Of A&C Act To Preserve Subject Matter: Calcutta HC

The Calcutta High Court has held that pendency of conciliation proceedings does not bar the grant of limited interim relief under section 9 of the Arbitration and Conciliation Act, 1996 ("Arbitration Act"), where such relief is essential to preserve the subject matter of the dispute. Justice Gaurang Kanth held while allowing a Section 9 application filed by Rishi Chemical Works Pvt. Ltd. (“Petitioner”), appointing a Special Officer to inspect, measure, and document the existing status...

NCLT Cannot Order Issuance Of New Share Certificates, Can Only Rectify Existing Records: NCLAT

The National Company Law Appellate Tribunal (NCLAT) at Chennai, recently clarified that Section 59 of the Companies Act, 2013 which allows company court to correct mistakes in a company's official register of members (shareholders) cannot be used to compel a company to issue new share certificates.Dismissing an appeal filed by an ex-employee of a Hyderabad based company, the tribunal upheld an order of the National Company Law Tribunal, Hyderabad which had rejected the plea as not maintainable. ...

State & Union Failed To Enforce CSR Obligations After 2025 Rainfall Disaster: Himachal Pradesh High Court

The Himachal Pradesh High Court, while taking suo motu cognisance of the devastation caused by the excess rainfall in 2025, held that both the State Government and the Union of India failed to effectively enforce Corporate Social Responsibility obligations under the Companies Act, 2013. The Court noted that despite a clear statutory framework, no steps were taken to utilise the CSR funds for disaster relief and rehabilitation of infrastructure. Division Bench of Chief Justice G.S....

Banks Cannot Penalise Borrowers For Switching Lenders, Prepaying Loans: Orissa High Court

The Orissa High Court recently held that banks cannot impose charges that restrict a borrower's freedom to switch lenders, ruling that such practices undermine fair banking standards and violate binding directions of the Reserve Bank of India. A bench of Justice Sanjeeb K Panigrahi said banks must operate within regulatory limits set by the RBI and cannot create barriers that penalize borrowers for exercising their right to repay or refinance loans. The bank cannot "cannot convert a...

Supreme Court To Examine If NCLAT Can Refer Matter To Third Member When Two-Member Bench Delivers Split Verdict

The Supreme Court is set to decide whether, in the case of a split verdict by the National Company Law Appellate Tribunal (“NCLAT”), the reference of the case to a third member would be legally justifiable or should the matter be referred to a larger bench of three members for fresh adjudication. Observing that there is no clear procedure to address situations where a two-member bench of the NCLAT delivers a split verdict, a bench of Justices J.B. Pardiwala and K.V. Viswanathan sought the...

Change In Form Or Rephrasing Of Relief Cannot Defeat Principle Of Constructive Res Judicata: Kerala High Court

The Kerala High Court has recently clarified that changing the form or rephrasing of a relief prayed for cannot defeat the principles of res judicata and constructive res judicata.Justice Mohammed Nias C.P. was considering a writ petition filed by a registered MSME (Micro, Small and Media Enterprise) that had sought protection under the Central Government notification, which mandates banks and financial institutions to refer stressed MSME accounts for corrective measures.According to the...