Legal Glossary — Indian Corporate Law Terms

An **Account Aggregator (AA)** is a type of Non-Banking Financial Company (NBFC) regulated by the **Reserve Bank of India (RBI)** that enables secure and consent-based sharing of financial information between financial institutions. It acts as a data access layer, connecting **Financial Information Providers (FIPs)** such as banks, mutual funds, insurance companies, and tax platforms with **Financial Information Users (FIUs)** like lenders, fintech apps, and wealth managers.

The National Company Law Tribunal (NCLT) designated under the Insolvency and Bankruptcy Code, 2016 to adjudicate insolvency resolution and liquidation proceedings for corporate persons.

Officers appointed by the Central Government under Section 16 of FEMA to adjudicate cases of alleged contraventions. Orders of the Adjudicating Authority can be appealed to the Appellate Tribunal for Foreign Exchange (ATFE).

Alternative Investment Fund (AIF) is a privately pooled investment vehicle established in India that collects funds from investors for investing in accordance with a defined investment policy. It is regulated by the Securities and Exchange Board of India (SEBI) under the AIF Regulations, 2012.. Categorised into Category I, II, and III AIFs.

A mandatory meeting of shareholders of a company held every year under Section 96 of Companies Act 2013, within 6 months from close of financial year. AGM considers financial statements, dividend declaration, director appointment, and auditor appointment.

An appeal from NCLAT orders lies to the Supreme Court of India under Section 423 of Companies Act 2013 or Section 62 of IBC on a question of law. Must be filed within 45 days of the NCLAT order.

The internal regulations of a company under Section 2(5) of Companies Act 2013 governing internal management, shareholder rights, board procedures, dividend rules, and other governance matters. Can be altered by special resolution.

An Audit Committee is a committee of the Board of Directors responsible for overseeing financial reporting, internal controls, audit processes, and related disclosures. In simple words, it acts as an independent watchdog for a company’s financial governance.

The maximum amount of share capital that a company is authorised to issue as stated in its Memorandum of Association. Also called nominal or registered capital. Can be increased by ordinary resolution and ROC filing.

A bank or financial institution authorised by RBI under Section 10 of FEMA to deal in foreign exchange. AD Category-I banks (scheduled commercial banks) can handle all forex transactions; AD Category-II handles limited transactions.

FDI route under which foreign investment does not require prior government or RBI approval. The Indian company only needs to report the receipt of investment to RBI within 30 days of receiving funds through Form FC-GPR.

Transactions that can be set aside by the liquidator or RP under IBC including preferential transactions (Section 43), undervalued transactions (Section 45), extortionate credit transactions (Section 50), and fraudulent/wrongful trading (Section 66).

The rate at which the Reserve Bank of India rediscounts bills of exchange and other commercial paper. Currently aligned with the Marginal Standing Facility rate. Historically used as the key policy rate before the repo rate system.

International regulatory framework developed by the Basel Committee on Banking Supervision, implemented in India by RBI, covering capital requirements, leverage ratio, and liquidity standards (LCR and NSFR) to strengthen bank resilience.

A Board Meeting is a formal meeting of the board of directors to discuss, decide, and supervise the company’s business and governance. It is the main forum where directors take strategic decisions and legal/business resolutions for the company.

The governing body of a company consisting of directors elected/appointed by shareholders under Section 2(10) of Companies Act 2013. Responsible for strategic direction, financial oversight, and ensuring statutory compliance.

A transaction under FEMA that alters assets or liabilities including overseas direct investment, foreign borrowings, acquisition of immovable property abroad, and transfer of capital assets. Restricted and regulated by RBI.

The ratio of a bank's capital to its risk-weighted assets (RWA), measuring financial strength under Basel III norms. Minimum CAR for Indian banks: 11.5% (including capital conservation buffer). Ensures banks can absorb losses.

The mandatory percentage of a bank's net demand and time liabilities (NDTL) that must be maintained as cash reserves with the Reserve Bank of India. CRR does not earn interest for banks. Used as a monetary policy tool to control liquidity.

Chief Financial Officer — a KMP under Section 2(19) of Companies Act 2013 responsible for financial management of a company. Mandatory for listed companies and certain other classes. Signs the financial statements along with the MD/CEO.

A security interest created by a company on its assets in favour of a lender under Section 2(16) of Companies Act 2013. Must be registered with ROC within 30 days of creation using Form CHG-1. Failure to register makes it void against liquidator.

Corporate Insolvency Resolution Process — a time-bound process under IBC to resolve insolvency of a corporate debtor within 180 days (extendable to 330 days).

The process by which the Resolution Professional examines and verifies claims submitted by creditors during CIRP to determine the admitted claim amount for each creditor, which determines their voting share in the CoC.

A petition under Section 245 of Companies Act 2013 by members (minimum 100 or 10% whichever is less) or depositors (minimum 100 or 10%) against the company, its directors, or auditors for fraudulent, unlawful, or wrongful acts causing loss.

An arrangement under RBI's Co-Lending Model (CLM) where banks and NBFCs jointly originate and fund priority sector loans, with the bank taking at least 80% of the loan on its books and the NBFC retaining 20%, combining NBFC's reach with bank's lower cost of funds.

A body comprising all financial creditors of a corporate debtor, constituted during CIRP to approve or reject resolution plans and take major decisions during insolvency proceedings.

A petition filed before NCLT under Companies Act 2013 or IBC for various reliefs including winding up, oppression and mismanagement, CIRP initiation, and scheme approval. Filed in prescribed forms under NCLT Rules 2016.

A member of ICSI appointed as KMP under Section 203 of Companies Act 2013. A whole-time CS is mandatory for listed companies and companies with paid-up capital of ₹10 crore or more. Responsible for secretarial compliance and governance.

Under FEMA, the Reserve Bank of India and the Enforcement Directorate are the two compounding authorities. RBI compounds most FEMA contraventions; ED handles cases involving serious money laundering or fraud.

Winding up of a company by NCLT under Section 271 of Companies Act 2013 on grounds including inability to pay debts, just and equitable cause, default in filing financial statements, and fraudulent conduct.

An application to NCLT or NCLAT seeking excuse for delay in filing petitions or appeals beyond prescribed limitation periods, where sufficient cause is shown for the delay. Governed by the Limitation Act 1963.

A mechanism under SEBI (Settlement Proceedings) Regulations, 2018 where a person accused of SEBI violations can settle proceedings by paying a settlement amount without admission of guilt, avoiding prolonged litigation.

Wilful disobedience of NCLT orders or conduct that scandalises the tribunal, punishable under the Contempt of Courts Act 1971 read with NCLT Rules 2016. NCLT can impose fine or imprisonment for contempt.

A corporate person who owes a debt to a creditor under the Insolvency and Bankruptcy Code, 2016. Includes companies and LLPs against whom CIRP can be initiated.

Mandatory spending by companies with net worth ≥ ₹500 crore, turnover ≥ ₹1000 crore, or net profit ≥ ₹5 crore under Section 135 of Companies Act 2013. At least 2% of average net profit of preceding 3 years must be spent on CSR activities.

A body registered with SEBI under SEBI (Credit Rating Agencies) Regulations, 1999 that assigns credit ratings to debt instruments, indicating the creditworthiness of issuers. Major CRAs in India: CRISIL, ICRA, CARE, India Ratings.

A new insolvency mechanism introduced by IBC Amendment Act 2026 under Chapter IV-A (Sections 58A-58I) allowing financial creditors holding at least 51% of debt to initiate insolvency resolution without defaulting corporate debtors approaching NCLT.

A counter-claim filed by a respondent before NCLAT challenging portions of NCLT's order while an appeal is pending before the Appellate Tribunal, without filing a separate appeal against the same order.

Insolvency proceedings involving debtors or assets located in more than one country. India has not yet enacted a formal cross-border insolvency framework, though the Insolvency Law Committee recommended adoption of the UNCITRAL Model Law.

A transaction under FEMA that is not a capital account transaction, including payments for imports/exports, remittances for living expenses, interest payments, and dividend remittances. Generally freely permitted subject to RBI limits.

An entity registered with SEBI under SEBI (Debenture Trustees) Regulations, 1993, appointed by a company issuing debentures to act on behalf of debenture holders, monitor security creation, and protect debenture holder interests.

Instruments acknowledging debt issued by a company under Section 2(30) of Companies Act 2013, which may or may not be secured by company assets. Types include convertible, non-convertible, secured, and unsecured debentures.

A process where lenders agree to modify terms of a loan (interest rate, tenure, repayment schedule) to help a stressed borrower avoid default. RBI frameworks include One Time Settlement (OTS), Resolution under IBC, and MSME restructuring norms.

Non-payment of a debt when a whole or any part or instalment of the amount of debt has become due and payable and is not repaid by the debtor. Minimum default threshold for CIRP initiation is ₹1 crore.

The permanent removal of a company's shares from a stock exchange under SEBI (Delisting of Equity Shares) Regulations, 2021. Can be voluntary (company-initiated) or compulsory (exchange-initiated for non-compliance). Requires reverse book building for voluntary delisting.

Dematerialised account held with a Depository Participant (DP) where securities are held in electronic form instead of physical certificates. Mandatory for trading in Indian stock markets since 1996.

A corporate restructuring under Sections 230-232 of Companies Act 2013 where a company transfers one or more business undertakings to a newly formed or existing company, in exchange for shares of the resulting company issued to shareholders.

Organisations registered with SEBI under the Depositories Act, 1996 that hold securities in electronic form on behalf of investors. India has two depositories: NSDL (National Securities Depository Ltd) and CDSL (Central Depository Services Ltd).

Under SEBI PIT Regulations 2015, employees and connected persons designated by a listed company who are likely to have access to UPSI. Must pre-clear trades above threshold and comply with trading plan requirements.

Lending through digital channels and platforms. RBI's Digital Lending Guidelines 2022 require loan disbursals directly to borrower accounts (not through LSP accounts), mandatory Key Fact Statement, and regulation of Lending Service Providers (LSPs).

Director Identification Number — a unique 8-digit identification number allotted by MCA to individuals intending to be appointed as directors of a company.

A financial creditor who votes against a resolution plan in the CoC but is bound by the approved plan under IBC. The 2021 amendment mandates that dissenting financial creditors receive at least the liquidation value of their claims.

An interim order passed by NCLT in the absence of the opposite party when urgency requires immediate relief or when the opposite party fails to appear despite service of notice. Must typically be confirmed after hearing both parties.

Borrowings raised by eligible Indian entities from recognised non-resident entities under RBI's ECB Framework. Used for permitted end-uses like new projects, import of capital goods, and refinancing of rupee loans. Subject to all-in cost ceilings.

A general meeting of shareholders other than the AGM, convened under Section 100 of Companies Act 2013 to transact urgent or special business that cannot wait until the next AGM.

An expedited insolvency resolution process under Section 55-58 of IBC for small corporate debtors, start-ups, and unlisted companies with small asset/income thresholds. Must be completed within 90 days (extendable to 135 days).

Foreign Currency Non-Resident (Bank) Account — a fixed deposit account for NRIs maintained in foreign currency (USD, GBP, EUR, etc.) with Indian banks. Both principal and interest are freely repatriable and tax-free in India.

A process under FEMA where contraventions are settled by paying a penalty to RBI or ED, avoiding prosecution. Governed by FEMA (Compounding Proceedings) Rules, 2000.

Any person to whom a financial debt is owed, including banks, NBFCs, debenture holders, and home buyers (as per 2018 amendment). Financial creditors form the Committee of Creditors in a CIRP.

Debt along with interest disbursed against consideration for time value of money, including money borrowed, raised through bonds/debentures, unpaid dues of home buyers, and financial lease obligations as defined under Section 5(8) of IBC.

A type of convertible bond issued by Indian companies in foreign currency to overseas investors. Combines features of debt (fixed interest) and equity (conversion option). Governed by FEMA and RBI ECB framework.

Investment by a non-resident entity or person in an Indian company through equity shares, convertible debentures, or mandatorily convertible preference shares under the FDI Policy and FEMA. Permitted through automatic route or government route depending on sector.

Under FEMA 1999, foreign exchange includes foreign currency, deposits, credits and balances payable in foreign currency, drafts, travellers' cheques, and letters of credit denominated in foreign currency.

An entity registered with SEBI to invest in Indian securities markets (equities, bonds, etc.) under SEBI (Foreign Portfolio Investors) Regulations, 2019. FPIs are categorised into Category I and Category II based on risk.

Annual filing form under Section 137 of Companies Act 2013 for submitting financial statements (balance sheet, P&L, directors report, auditors report) with the ROC. Must be filed within 30 days of AGM.

Annual KYC form to be filed by every individual holding a DIN as on 31st March of a financial year, by 30th September of the same year. Non-filing results in deactivation of DIN with ₹5,000 penalty for reactivation.

FEMA reporting form filed by an Indian company with the RBI within 30 days of issuing shares to a foreign investor under FDI. Reports details of shares issued, consideration received, and valuation certificate.

FEMA form filed with RBI within 60 days of transfer of shares between a resident and a non-resident, reporting consideration, number of shares transferred, and pricing. Filed through the AD Category-I bank.

E-form filed with ROC within 30 days of passing board/shareholder resolutions specified under Section 117 of Companies Act 2013, such as resolutions for borrowings, issue of securities, or major transactions.

Follow-on Public Offering — a subsequent issue of shares to the public by a company already listed on a stock exchange, to raise additional capital. Governed by SEBI ICDR Regulations. Price typically at market price unlike IPO.

An offence under Section 66(1) of IBC where business of a corporate debtor is carried on with intent to defraud creditors or for any fraudulent purpose. Officers involved can be held personally liable by NCLT.

A debt resolution mechanism under Part III of IBC for individuals and partnership firms with gross annual income under ₹60,000 and aggregate debt under ₹35,000. Adjudicated by DRTs and allows eligible debtors to discharge qualifying debts.

FDI route requiring prior approval of the Government of India through the Foreign Investment Facilitation Portal (FIFP) before the investment can be made. Applicable to restricted sectors like defence, media, and multi-brand retail.

A framework for coordinated insolvency resolution of multiple entities belonging to the same corporate group. Currently not formally enacted in India though the Cross Border Insolvency Rules and IBBI regulations touch upon group aspects.

A risk management strategy permitted under FEMA where Indian companies with foreign currency exposure (imports, exports, ECBs) use derivative instruments like forwards, options, and swaps to protect against adverse currency movements.

Insolvency and Bankruptcy Board of India — the regulatory body established under IBC, 2016 that regulates insolvency professionals, insolvency professional agencies, information utilities, and oversees insolvency proceedings.

SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 — primary regulations governing public and rights issues, bonus issues, preferential allotments, QIPs, and open offers by listed and unlisted companies.

A director on the board who is not a whole-time director, managing director, or nominee director, and has no material pecuniary relationship with the company. Prescribed under Section 149 of Companies Act 2013 with specific eligibility criteria.

A monetary policy framework adopted by India in 2016 under an MOU between RBI and the Government of India, mandating the MPC to maintain retail inflation (CPI) at 4% with a tolerance band of ±2% (i.e., 2% to 6%).

An entity registered with IBBI that collects, collates, authenticates, and disseminates financial information about debtors to facilitate insolvency proceedings. NeSL (National E-Governance Services Ltd) is India's only IU.

Trading in securities of a listed company based on UPSI by a connected person or an insider. Prohibited under SEBI (Prohibition of Insider Trading) Regulations, 2015. Maximum penalty: ₹25 crore or 3 times profit, whichever is higher.

The date of admission of application for initiating CIRP by NCLT under Section 7, 9, or 10 of IBC. The 180-day CIRP timeline and look-back periods for avoidance transactions are calculated from this date.

A person enrolled with an Insolvency Professional Agency and registered with IBBI who is authorised to perform functions of IRP, RP, liquidator, or bankruptcy trustee under the IBC.

An application filed within main proceedings before NCLT seeking interim relief such as stay, injunction, appointment of administrator, or other urgent directions pending final disposal of the main petition.

An insolvency professional appointed by the NCLT at the time of admission of a CIRP application to manage the corporate debtor until the Committee of Creditors appoints a Resolution Professional.

A person registered with SEBI under SEBI (Investment Advisers) Regulations, 2013 to provide investment advice for consideration. IAs must be fee-only and cannot sell products. Minimum qualification: postgraduate or 5 years experience.

Initial Public Offering — the first public issue of securities by an unlisted company to raise capital from the public and get listed on a stock exchange. Governed by SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

A member of NCLT who is or has been a High Court judge, or has held a judicial post for at least 15 years, appointed under Section 409 of Companies Act 2013. Presides over benches and handles legal questions.

KMP under Section 2(51) of Companies Act 2013 includes the CEO/MD, Whole-Time Director, CFO, Company Secretary, and Manager. Prescribed companies must mandatorily appoint KMP.

A body corporate registered under the Limited Liability Partnership Act 2008 combining features of a company and partnership. Partners have limited liability. No minimum capital requirement. Governed by LLP Agreement.

All assets of the corporate debtor that vest in the liquidator upon initiation of liquidation under IBC, including assets owned on the liquidation commencement date, proceeds of avoidance transactions, and assets in possession of third parties.

An insolvency professional appointed by NCLT to conduct the liquidation process of a corporate debtor when no resolution plan is approved or CIRP fails. The liquidator realises assets and distributes proceeds per the waterfall mechanism.

A company or body corporate whose securities are listed on a recognised stock exchange and which is required to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — governs the obligations of listed entities towards stock exchanges and shareholders.

Liberalised Remittance Scheme — RBI scheme allowing resident individuals to remit up to USD 250,000 per financial year for permissible current and capital account transactions.

A director who is entrusted with substantial powers of management under Section 2(54) of Companies Act 2013. Appointed for a maximum term of 5 years at a time. Remuneration governed by Schedule V in case of inadequate profits.

An emergency overnight borrowing window for scheduled commercial banks from the Reserve Bank of India, allowing them to borrow up to 2% of their NDTL at a rate higher than the repo rate (typically repo rate + 25 bps).

The online portal of the Ministry of Corporate Affairs (mca.gov.in) for electronic filing of statutory forms, company registration, charge registration, and access to public company information. MCA21 V3 is the latest version with enhanced features.

The charter document of a company under Section 2(56) of Companies Act 2013 defining its name, registered state, objects, liability, and authorised capital. No company activity can go beyond the MOA objects (ultra vires doctrine).

Combination of two or more companies into one under Sections 230-234 of Companies Act 2013, subject to NCLT approval. Requires shareholder and creditor approval (75% in value), valuation report, and compliance with Competition Act thresholds.

Annual Return form that every company must file with the Registrar of Companies within 60 days of holding its Annual General Meeting.

SEBI requirement under Rule 19A of SCRR that every listed company must maintain at least 25% public shareholding. Non-compliance can result in freezing of promoter shares, fines, and trading suspension.

A six-member statutory committee under Section 45ZB of the RBI Act, 1934 responsible for fixing the benchmark policy interest rate (repo rate) to achieve 4% inflation target (±2%). Meets bi-monthly. Three members from RBI, three external.

A statutory stay ordered by NCLT under Section 14 of IBC upon admission of CIRP application, prohibiting institution of suits, execution of judgments, transfer of assets, and recovery actions against the corporate debtor during CIRP.

A pooled investment vehicle registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, managed by an Asset Management Company (AMC) that pools money from investors to invest in diversified securities portfolios.

Non-Banking Financial Company — a company registered under the Companies Act and RBI Act that provides financial services similar to banks but cannot accept demand deposits. Regulated by RBI. Examples: Bajaj Finance, Muthoot Finance.

National Company Law Appellate Tribunal — the appellate body under Section 410 of Companies Act 2013 that hears appeals against NCLT orders in company law matters, and appeals against IBBI/Competition Commission orders.

National Company Law Tribunal — a quasi-judicial body established under Section 408 of Companies Act 2013, adjudicating matters relating to companies including insolvency (IBC), oppression and mismanagement, amalgamations, and winding up.

The National Company Law Tribunal Rules, 2016 prescribing the procedure for filing petitions, interlocutory applications, service of notices, and conduct of proceedings before the NCLT benches across India.

A director who is not in whole-time employment of the company and does not manage day-to-day operations. Provides strategic oversight and governance. Includes independent directors and nominee directors.

A loan or advance where principal or interest payment has remained overdue for more than 90 days (in case of term loan) or the credit facility remains out of order for 90 days (in case of cash credit/overdraft). Banks must provision for NPAs.

Non-Resident External Account — an INR-denominated account for NRIs held with Indian banks where funds are freely repatriable. Principal and interest are tax-free in India. Funds source must be foreign income.

Non-Resident Indian — an Indian citizen who resides outside India. Under Income Tax Act, a person who has not been in India for 182 days or more in a financial year. NRIs can invest in India through NRE, NRO, and FCNR accounts.

Non-Resident Ordinary Account — an INR-denominated account for NRIs to manage income earned in India (rent, dividends, pension). Repatriation limited to USD 1 million per year. Income is taxable in India.

A government officer appointed by the Central Government under Section 359 of Companies Act 2013, attached to the High Court, to conduct the winding up of a company ordered by the NCLT under compulsory winding up proceedings.

A company incorporated under Section 2(62) of Companies Act 2013 with only one member and one director (can be same person). Mandatory conversion to private company if paid-up capital exceeds ₹50 lakh or turnover exceeds ₹2 crore.

A mandatory public offer by an acquirer to purchase at least 26% of total shares from public shareholders at a price not less than the calculated offer price under SEBI Takeover Code, triggered when 25% shareholding threshold or control is acquired.

A person to whom an operational debt is owed arising from the provision of goods, services, employment, or dues to the government. Operational creditors can trigger CIRP but are not members of CoC.

A claim in respect of provision of goods or services including employment or a debt in respect of the repayment of dues arising under any law for the time being in force as per Section 5(21) of IBC.

Grounds under Section 241 of Companies Act 2013 for minority shareholders holding at least 10% shareholding to petition NCLT against conduct of company affairs in a manner prejudicial to public interest or oppressive to members.

Investment made by a person resident in India in a foreign entity through equity, loan, or guarantee. Governed by FEMA (Overseas Investment) Rules 2022. Permitted up to 400% of net worth under automatic route for most entities.

The new comprehensive framework under FEMA (Overseas Investment) Rules 2022 and Regulations 2022, replacing the earlier ODI regime, governing all forms of overseas investment by Indian residents including direct investment, portfolio investment, and guarantees.

The amount of share capital actually issued by the company and paid for by shareholders. It cannot exceed the authorised capital. Used as a threshold for various statutory compliances under Companies Act 2013.

An entity authorised by RBI under the Payment and Settlement Systems Act, 2007 to operate payment systems including card networks, ATM networks, UPI, NEFT, RTGS, IMPS, and prepaid payment instruments.

Defined under Section 2(v) of FEMA as a person who resided in India for more than 182 days in the preceding financial year, except those who have gone abroad for employment, business, or vocation outside India.

An individual who provides a personal guarantee to a creditor for credit facilities availed by a corporate debtor. Under IBC, insolvency proceedings against personal guarantors are adjudicated by DRTs, not NCLT.

An entity registered with SEBI under SEBI (Portfolio Managers) Regulations, 2020 to manage securities portfolios on behalf of clients. Minimum investment per client: ₹50 lakh. Offers discretionary and non-discretionary services.

A hybrid insolvency mechanism under Sections 54A-54P of IBC for MSMEs where the corporate debtor and creditors agree on a resolution plan before formally initiating the insolvency process, allowing resolution within 120 days.

Shares that carry preferential rights over equity shares in payment of dividend and repayment of capital upon winding up under Section 43 of Companies Act 2013. Can be cumulative or non-cumulative, convertible or non-convertible.

Issue of shares or convertible securities to a select group of persons at a price determined under SEBI ICDR Regulations. Requires special resolution. Price must be higher of 26-week or 2-week average of weekly high-low of stock.

A transaction made by a corporate debtor within the look-back period (2 years for related parties, 1 year for others) that gives a creditor more than they would receive in liquidation. Can be reversed by the liquidator or RP under Section 43 of IBC.

Payment instruments like mobile wallets, gift cards, and prepaid cards authorised by RBI under the Payment and Settlement Systems Act, 2007. Categorised as small PPIs (up to ₹10,000) and full-KYC PPIs (up to ₹2 lakh).

RBI directive requiring banks to lend a specified proportion of Adjusted Net Bank Credit (ANBC) to priority sectors: agriculture (18%), MSMEs, export credit, education, housing, social infrastructure, and renewable energy. Total PSL target: 40% for domestic banks.

A person who has been named as such in a prospectus, or who has control over the affairs of the issuer, or in whose advice/instructions the board of the company acts under SEBI ICDR Regulations. Must comply with lock-in and disclosure requirements.

An RBI framework to restore the financial health of weak banks by imposing restrictions on dividend distribution, branch expansion, and management compensation when banks breach threshold levels of NPA, CAR, or leverage ratio.

A document filed by creditors with the Resolution Professional to establish and verify the amount of debt owed to them by the corporate debtor during CIRP. Different forms exist for financial creditors, operational creditors, and workmen/employees.

A person appointed by NCLT between the filing of a winding up petition and the final winding up order to preserve and manage assets of the company. Has powers to carry on the business with NCLT permission.

Mandatory announcement under SEBI Takeover Code published in newspapers by an acquirer upon triggering open offer obligations, detailing the offer price, number of shares to be acquired, and other terms of the acquisition.

A mandatory announcement made by the IRP within 3 days of appointment under Regulation 6, inviting claims from all creditors of the corporate debtor. Published in newspapers and IBBI website.

A capital-raising mechanism under SEBI ICDR Regulations allowing listed companies to issue equity shares, convertible securities, or warrants to Qualified Institutional Buyers (QIBs) without public offer formalities. Faster than IPO/FPO.

An officer of the Ministry of Corporate Affairs appointed under Section 396 of Companies Act 2013 to administer company registration, filing, and compliance in each state/UT. ROC maintains the public register of companies.

Under IBC, a related party of a corporate debtor includes directors, partners, subsidiaries, holding companies, and associates. Related party transactions are subject to scrutiny for preferential and undervalued dealings.

A transaction between a company and its related parties (directors, KMP, subsidiaries, associates) requiring board/shareholder approval under Section 188 of Companies Act 2013. Listed companies also comply with SEBI LODR Regulation 23.

The process of converting and transferring foreign currency earnings or investment proceeds back to India or from India to a foreign country. Under FEMA, current account repatriation is generally free; capital account repatriation has conditions.

The rate at which the Reserve Bank of India lends short-term funds to commercial banks against government securities. A key monetary policy tool — reducing repo rate eases liquidity and stimulates economic growth; increasing it controls inflation.

A person registered with SEBI under SEBI (Research Analysts) Regulations, 2014 who prepares and publishes research reports on securities. Must manage conflicts of interest and cannot trade in securities they cover within restricted periods.

A person who submits a resolution plan to the Resolution Professional for approval by the Committee of Creditors (CoC) during CIRP.

A plan proposed by a resolution applicant for insolvency resolution of the corporate debtor as a going concern, which must be approved by 66% voting share of CoC and then by NCLT to bind all stakeholders.

An insolvency professional appointed by the NCLT to manage the affairs of a corporate debtor during CIRP. The RP replaces the board of directors and is responsible for preparing and inviting resolution plans.

The rate at which the Reserve Bank of India borrows money from commercial banks for short durations. When banks have excess liquidity, they park funds with RBI at the reverse repo rate. Currently subsumed under the SDF (Standing Deposit Facility).

An offer by a listed company to its existing shareholders to subscribe to additional shares in proportion to their current holding at a discounted price, under SEBI ICDR Regulations. Shareholders can renounce their rights in favour of others.

A practice where funds are sent abroad by an Indian entity and brought back into India as FDI or foreign investment, creating an artificial impression of foreign investment. Prohibited under FEMA and scrutinised by RBI and ED.

A court/NCLT-approved mechanism under Sections 230-232 of Companies Act 2013 for restructuring a company's capital, liabilities, or business through merger, amalgamation, demerger, or compromise with creditors/shareholders.

A quasi-judicial proceeding conducted by a SEBI-appointed Adjudicating Officer to impose monetary penalties for violations of SEBI Acts and Regulations. Penalty can be up to ₹25 crore or 3 times the profit from violation.

Mandatory audit of secretarial and legal compliances by a practising Company Secretary for listed companies and certain other classes of companies under Section 204 of Companies Act 2013. Report in Form MR-3.

Sections 241 and 242 of Companies Act 2013 dealing with relief in cases of oppression and mismanagement. Section 241 allows eligible members to apply; Section 242 empowers NCLT to pass orders including change of directors, alteration of MOA/AOA, and buyback of shares.

Provision under IBC that disqualifies certain persons from submitting resolution plans, including wilful defaulters, undischarged insolvents, persons convicted of offences punishable with two years or more, and related parties of such persons.

The maximum percentage of FDI permitted in various sectors of the Indian economy as prescribed under the Consolidated FDI Policy. Sectors like insurance (74%), defence (74%), and banking (74%) have specific sectoral caps.

The capital raised by a company through issue of shares to shareholders. Consists of authorised capital, issued capital, subscribed capital, called-up capital, and paid-up capital. Governed by Sections 43-72 of Companies Act 2013.

A company other than a public company whose paid-up capital does not exceed ₹4 crore and turnover does not exceed ₹40 crore under Section 2(85) of Companies Act 2013. Small companies enjoy various relaxations in compliance requirements.

Simplified Proforma for Incorporating Company Electronically Plus — an integrated web form for company incorporation that allows simultaneous application for DIN, DSC, name reservation, PAN, TAN, EPFO, ESIC, GSTIN, and bank account in one form.

An auditor appointed under Section 139 of Companies Act 2013 to audit the annual financial statements of a company. Must be a Chartered Accountant. Tenure: 5 years (individual) or 10 years (firm) with mandatory rotation for certain companies.

The minimum percentage of net demand and time liabilities (NDTL) that banks must maintain in liquid assets (gold, government securities, and RBI-approved securities) under Section 24 of the Banking Regulation Act, 1949.

Mandatory registers to be maintained by every company under Companies Act 2013, including Register of Members (MGT-1), Register of Directors (MBP-1), Register of Charges (CHG-7), Register of Contracts (MBP-4), and others.

An interim direction by NCLT to maintain status quo or suspend the operation of an impugned order/action pending final adjudication. Commonly granted in merger/amalgamation disputes, oppression cases, and insolvency appeals.

Acquisition of 5% or more shares in a listed company triggering disclosure under SEBI Takeover Code Regulation 29, and acquisition of 25% or more triggering mandatory open offer requirements.

NBFCs with asset size of ₹500 crore or more designated as NBFC-SI (Systemically Important) by RBI, subject to stricter prudential norms including mandatory credit rating, public disclosure, and enhanced capital adequacy requirements.

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 — governs acquisition of shares and control in listed companies. Requires open offer to public shareholders when acquirer crosses 25% threshold or acquires control.

A member of NCLT appointed from persons with expertise in economics, commerce, finance, accountancy, law, or administration under Section 409 of Companies Act 2013. Sits with a Judicial Member to form a Bench.

The core capital of a bank under Basel III, comprising Common Equity Tier 1 (CET1 — equity shares and retained earnings) and Additional Tier 1 (AT1 — perpetual bonds). CET1 must be at least 5.5% of RWA for Indian banks.

Supplementary capital of a bank under Basel III including subordinated debt, revaluation reserves, and general provisions. Less permanent than Tier 1 capital. Together with Tier 1, must meet the total CRAR requirement of 11.5%.

A designated period during which insiders of a listed company are permitted to trade in company securities. The trading window must be closed during the period when UPSI exists, such as before results announcements.

Transfer of equity shares, preference shares, or convertible instruments between residents and non-residents or vice versa under FEMA. Must comply with pricing guidelines (FMV for unlisted, market price for listed) and reporting requirements.

Each NCLT bench consists of at least one Judicial Member and one Technical Member. NCLT has its Principal Bench in New Delhi and regional benches at Ahmedabad, Allahabad, Bengaluru, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kochi, Kolkata, and Mumbai.

A transaction where the corporate debtor transfers an asset for significantly less than its fair market value within 2 years (related party) or 1 year (others) before CIRP commencement. Reversible under Section 45 of IBC.

Unpublished Price Sensitive Information — information not in public domain that, if published, would materially affect the price of securities of a company.

A process under Section 59 of IBC where a solvent corporate person chooses to wind up its affairs by passing a special resolution (or 3/4 majority in case of LLP) and appointing a liquidator to realise assets and distribute proceeds.

Winding up initiated by members (solvent company) or creditors (insolvent company) of a company under Companies Act 2013 or IBC, without NCLT order. Members' voluntary winding up requires a Declaration of Solvency from directors.

The order of priority for distribution of liquidation proceeds under Section 53 of IBC: CIRP costs → secured creditors → workmen dues (24 months) → employee dues (12 months) → unsecured financial creditors → government dues → remaining debts → equity shareholders.

A director in whole-time employment of a company under Section 2(94) of Companies Act 2013. Appointment requires board and shareholder approval. Remuneration governed by Schedule V in case of inadequate profits.

A borrower classified by banks as a wilful defaulter when default is intentional despite capacity to repay, funds are siphoned off, or assets are disposed of without bank knowledge. Debarred from accessing bank credit and capital markets.

The process by which a company's existence is brought to an end, its assets are realised, and proceeds are distributed to creditors and shareholders. Can be voluntary (members/creditors) or compulsory (by Tribunal under Section 271 of Companies Act 2013).

An offence under Section 66(2) of IBC where an officer of the corporate debtor, knowing that there was no reasonable prospect of avoiding insolvency, continued to incur debts. The NCLT can make such persons personally liable.