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Key Recent Company Law Cases in India (2024–2025): Emerging Trends in Governance, Insolvency, and Shareholder Protection

India’s corporate legal landscape continues to evolve through judicial interpretation of the Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016 (IBC). Recent judgments from the Supreme Court, High Courts, National Company Law Tribunal (NCLT), and the National Company Law Appellate Tribunal (NCLAT) highlight critical issues of corporate governance, financial debt recognition, shareholder rights, and insolvency jurisprudence.

This article provides an in-depth analysis of significant cases from 2024 and 2025, their reasoning, and their implications for companies, investors, and practitioners.

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I. Cases from 2025

1. L&T Finance Ltd. v. Tikona Infinet Pvt. Ltd. (NCLT Mumbai, May 2025)

Facts: L&T Finance filed an insolvency petition against Tikona Infinet Pvt. Ltd. for default in payment of coupon amounts on Compulsorily Convertible Debentures (CCDs). Tikona argued that CCDs are hybrid instruments and intended for conversion into equity, not repayment like traditional debt.

Ruling: The NCLT admitted the petition, holding that CCDs qualify as a financial debt under Section 5(8) of the IBC when there exists a binding obligation to pay coupon/interest until conversion.

Implication:

• Establishes that CCDs, though hybrid, carry debt-like obligations until conversion.

• Reinforces the principle that failure to service coupon obligations can trigger CIRP (Corporate Insolvency Resolution Process).

• Strengthens creditor protection against defaulting issuers of hybrid instruments.

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2. Canara Bank v. ARS Energy Pvt. Ltd. (NCLT Chennai, February 2025)

Facts: ARS Energy resisted insolvency proceedings initiated by Canara Bank, citing force majeure due to COVID-19 disruptions and global coal price volatility.

Ruling: The NCLT rejected the defense, clarifying that market disruptions or external events do not excuse a company from debt obligations unless contractually provided. The tribunal relied on loan agreements and RBI’s classification of NPAs to admit the Section 7 petition.

Implication:

• Reaffirms that IBC proceedings are document-driven and not swayed by external market disruptions.

• Force majeure cannot dilute statutory obligations under financial contracts.

• Provides certainty for lenders that repayment defaults cannot be excused by broad economic arguments.

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3. Mr. T.P. Anilkumar v. Indus Motor Company Pvt. Ltd. (NCLT Kochi, 2025)

Facts: A dispute arose over whether WhatsApp messages and informal digital communications could be considered valid notice for Board/General Meetings.

Ruling: The NCLT held that WhatsApp and similar services do not qualify as valid notices under the Companies Act. Statutory provisions require written notices through recognized modes (post, email, courier, or hand delivery).

Implication:

• Clarifies that informal messaging apps are not substitutes for statutory compliance.

• Prevents disputes arising from unverifiable or manipulated digital communications.

• Directs companies to follow formal processes to ensure corporate actions are legally valid.

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4. Piyush Natvarlal Patel v. Delta Hitech Coatings Pvt. Ltd. (NCLT Ahmedabad, 2025)

Facts: A director challenged a notice for his removal under Section 169 of the Companies Act and sought NCLT intervention.

Ruling: The NCLT declined jurisdiction, holding that it cannot quash notices for director removal. The tribunal emphasized that shareholders hold the statutory power to remove directors, and the NCLT’s role is limited to ensuring procedural compliance.

Implication:

• Reinforces the principle of shareholder democracy in director appointments/removals.

• Limits judicial interference in internal company management unless statutory violations exist.

• Provides clarity to boards and shareholders regarding the tribunal’s scope.

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II. Cases from 2024

1. State of Bihar v. Ziqitza Health Care Ltd. (Supreme Court, 2024)

Facts: Ziqitza’s tender bid was rejected because its balance sheet lacked explanatory notes mandated as part of the financial statements.

Ruling: The Supreme Court upheld the rejection, stressing that strict compliance with tender conditions is essential for public contracts.

Implication:

• Emphasizes the binding nature of financial disclosure norms.

• Underscores that technical disqualification in tenders cannot be relaxed for compliance gaps.

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2. SEBI v. Alps Motor Finance Ltd. (Supreme Court, 2024)

Facts: SEBI penalized Alps Motor Finance for deviation from preferential share issue objectives. The company obtained shareholder ratification, and the Securities Appellate Tribunal (SAT) noted SEBI’s inordinate delay in issuing notice.

Ruling: The Supreme Court dismissed SEBI’s appeal but refrained from addressing the broader questions on shareholder ratification and regulatory delay.

Implication:

• Raises concerns about regulatory delays in SEBI enforcement.

• Keeps the legal issue of ratification’s sufficiency for corporate irregularities open for future adjudication.

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3. Philip India Ltd., In re (NCLT Kolkata, 2024)

Facts: Philip India, a delisted company, proposed a capital reduction scheme to provide an exit route for minority shareholders.

Ruling: The NCLT rejected the scheme, holding that Section 66(6) prohibits capital reduction as a disguised buyback.

Implication:

• Affirms that capital reduction cannot substitute a buyback mechanism.

• Minority shareholder liquidity is valid but cannot justify regulatory circumvention.

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4. Santosh Kumar Lahoti v. Registrar of Companies (Calcutta High Court, 2024)

Facts: Criminal proceedings were initiated against Lahoti, who acted as a representative in a merger scheme, even though the company and its officers were not prosecuted.

Ruling: The court quashed proceedings, holding that criminal liability under Section 447 must target the company and responsible officers, not mere representatives.

Implication:

• Safeguards representatives from being scapegoated in corporate prosecutions.

• Clarifies proper attribution of criminal liability in corporate fraud matters.

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Conclusion

These cases from 2024 and 2025 demonstrate the judiciary’s continued role in refining Indian company law by:

• Expanding the scope of financial debt under the IBC.

• Reinforcing creditor rights and limiting defenses against insolvency.

• Safeguarding shareholder democracy in director removal.

• Ensuring compliance with statutory formalities in corporate governance.

• Curbing misuse of capital reduction schemes and clarifying liability frameworks.

For practitioners and businesses alike, these rulings underscore that corporate compliance, creditor protection, and shareholder rights remain at the heart of India’s evolving company law jurisprudence.

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Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc

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