The National Company Law Tribunal (NCLT) plays a central role in corporate restructuring in India, functioning as the adjudicating authority for all matters related to company law under the Companies Act, 2013 and the Insolvency and Bankruptcy Code (IBC), 2016. It serves as a specialized forum for resolving complex corporate disputes and facilitating structural changes in companies.

In the context of corporate restructuring, NCLT primarily oversees and approves schemes involving mergers, demergers, amalgamations, and arrangements under Sections 230 to 232 of the Companies Act, 2013. Companies intending to restructure must seek NCLT’s approval for the scheme by submitting detailed applications, along with shareholder and creditor approvals. The Tribunal examines whether the scheme is fair, lawful, and not prejudicial to the interests of any class of stakeholders.

Additionally, NCLT plays a crucial role in corporate insolvency resolution under the IBC, where it supervises the entire insolvency process, approves resolution plans, and can order liquidation if restructuring fails. It also has powers to order compromise or arrangement with creditors, reduction of share capital, and revival or rehabilitation of sick companies.

In essence, NCLT acts as a gatekeeper and facilitator for legal and procedural compliance in corporate restructuring, ensuring transparency, fairness, and protection of stakeholder interests throughout the process.

The punishment for non-compliance with company law provisions in India varies depending on the nature and seriousness of the offence, as laid down under the Companies Act, 2013. Penalties can include monetary fines, imprisonment, or both, and they apply to the company, its directors, key managerial personnel (KMP), and officers in default.

For minor non-compliances, such as failure to file annual returns or financial statements (e.g., Sections 92 and 137), the Companies Act prescribes monetary penalties, which may be levied daily until the default is rectified. These penalties were decriminalized and made more civil in nature after the Companies (Amendment) Act, 2020, to promote ease of doing business.

For serious offences, such as fraud (Section 447), false statements (Section 448), or non-compliance with tribunal orders, the punishment can include rigorous imprisonment up to 10 years and heavy fines, sometimes extending to three times the amount involved in fraud.

Moreover, repeated or willful defaults may lead to disqualification of directors under Section 164, prosecution, and in extreme cases, winding up of the company. Regulatory authorities like the Registrar of Companies (RoC), NCLT, and SEBI (for listed entities) are empowered to initiate action against violators.

In summary, the Companies Act, 2013 enforces a graded penalty structure—civil for procedural lapses and criminal for fraudulent or intentional violations—to ensure compliance and uphold corporate governance standards.

Poison pills and golden parachutes are well-known anti-takeover mechanisms in global corporate law, particularly in jurisdictions like the United States. However, their legality and enforceability under Indian takeover law are subject to specific regulatory frameworks, especially under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

A poison pill is a defensive strategy where existing shareholders are allowed to purchase additional shares at a discount to dilute the holdings of a potential acquirer, thereby making a hostile takeover prohibitively expensive. In India, such mechanisms are not explicitly prohibited, but they must comply with SEBI’s takeover code and the Companies Act, 2013. Any issuance of shares or securities to frustrate a takeover bid requires shareholder approval and may attract scrutiny under Regulation 26 of the SEBI Takeover Regulations, which prohibits the board of the target company from taking any action that may frustrate an open offer without the approval of shareholders by a special resolution. Therefore, poison pills are not illegal per se, but their implementation is highly restricted and subject to regulatory oversight.

On the other hand, golden parachutes refer to lucrative compensation packages offered to top executives in the event of termination following a takeover. While golden parachutes are legally permissible in India, they must align with the provisions of the Companies Act, particularly sections relating to managerial remuneration (Section 197) and disclosure requirements under SEBI (LODR) Regulations, 2015. Excessive or unjustified payouts may be challenged by shareholders or regulators if deemed oppressive or against the interests of the company.

In conclusion, while poison pills and golden parachutes are not outright illegal under Indian law, their use is tightly regulated and must comply with the corporate governance and shareholder protection principles embedded in Indian securities and company law.

Yes, an arbitration clause can survive the termination of the main contract, and this principle is well-recognized in Indian and international arbitration law. An arbitration clause is treated as a separable or independent agreement within the main contract, meaning that even if the contract is terminated, rescinded, or declared void, the agreement to arbitrate disputes can still remain valid and enforceable.

This doctrine of severability or separability has been upheld by Indian courts, particularly in the case of Enercon (India) Ltd. v. Enercon GmbH & Ors. (2014), where the Supreme Court affirmed that an arbitration clause survives the termination of the underlying contract. Similarly, under Section 16 of the Arbitration and Conciliation Act, 1996, the arbitral tribunal has the competence to rule on its own jurisdiction, including objections to the existence or validity of the arbitration agreement, independently of the main contract.

Therefore, unless the arbitration clause itself is specifically invalidated or the parties have clearly agreed to revoke it, it continues to govern disputes arising from or relating to the contract, including those concerning its termination. This ensures that disputes can still be resolved through arbitration even if the primary contractual obligations no longer exist.

Pre-incorporation contracts are agreements made by promoters on behalf of a company that is yet to be incorporated. Under Indian law, such contracts are generally not enforceable against the company because a company, being a legal person, comes into existence only after incorporation. Since the company did not exist at the time the contract was made, it cannot be said to have been a party to the agreement, nor can it ratify the contract under Section 196 of the Indian Contract Act, 1872, which requires the principal to be in existence at the time of the original contract. As a result, promoters remain personally liable for such contracts unless there is a novation—where, after incorporation, the company enters into a fresh agreement adopting the terms of the earlier contract. Courts in India, following precedents like Kelner v. Baxter and Weavers Mills Ltd. v. Balkis Ammal, have consistently held that pre-incorporation contracts are not binding on the company unless duly adopted post-incorporation. Therefore, for such contracts to be enforceable against the company, they must be re-executed or explicitly accepted after incorporation, failing which the promoters bear the contractual liability.

The adoption of Environmental, Social, and Governance (ESG) norms is significantly reshaping the landscape of corporate compliance in India, introducing both opportunities and obligations for businesses. ESG norms require companies to go beyond traditional financial reporting and address their impact on the environment, society, and ethical governance. In India, the Securities and Exchange Board of India (SEBI) has taken a lead in promoting ESG compliance, notably through the introduction of the Business Responsibility and Sustainability Reporting (BRSR) framework, which became mandatory for the top 1000 listed companies by market capitalization from FY 2022–23.

Under ESG, environmental compliance now extends beyond pollution control laws to proactive climate risk disclosures, carbon footprint reduction, and resource efficiency. On the social front, companies are expected to demonstrate accountability in labor practices, diversity and inclusion, community engagement, and human rights. Governance norms require enhanced transparency, ethical conduct, board diversity, and anti-corruption measures.

The legal implications are substantial: non-compliance with ESG standards can affect investor confidence, invite regulatory scrutiny, and even lead to reputational damage or delisting in severe cases. Furthermore, global investors increasingly evaluate ESG performance as a key metric, pressuring Indian corporations to align with international sustainability standards such as the UN SDGs and OECD guidelines.

Therefore, ESG norms are transforming corporate compliance from a reactive, rule-based approach to a proactive, principle-based framework. Companies must now embed sustainability into their core strategy, ensure robust internal controls, and disclose ESG risks transparently, making ESG compliance not just a legal necessity, but a strategic imperative in India’s evolving corporate governance regime.

Yes, there is a clear conflict between the right against self-incrimination and the use of narco-analysis and polygraph tests under Indian constitutional law. Article 20(3) of the Constitution of India guarantees that "no person accused of any offence shall be compelled to be a witness against himself," which safeguards an individual from being forced to provide testimony or evidence that may be self-incriminating.

Narco-analysis, polygraph (lie detector), and brain-mapping tests involve extracting information directly from the subject’s mind, often without their conscious control. These techniques are intrusive and bypass the voluntary cooperation of the accused, thereby violating the principle that an accused must be presumed innocent and should not be coerced into aiding the prosecution.

In the landmark judgment of Selvi v. State of Karnataka (2010), the Supreme Court held that involuntary administration of narco-analysis, polygraph tests, and brain-mapping violates Article 20(3) and Article 21 (right to personal liberty and privacy). The Court ruled that such techniques cannot be conducted without the informed consent of the person and even if consented to, the results are not admissible as substantive evidence in court, though they may be used for investigative leads.

Hence, while these techniques may aid investigation, they are constitutionally impermissible if conducted without consent, and their use raises serious concerns about the erosion of fundamental rights. The conflict lies in balancing effective law enforcement with the individual’s right to a fair trial and protection from coercive investigation methods.

Encounter killings, often referred to as extra-judicial killings, raise serious concerns under Indian criminal jurisprudence, as they challenge the fundamental principles of **rule of law**, **due process**, and the **right to life** under **Article 21 of the Constitution**. Indian law does not give any special immunity to police officers to kill anyone without judicial sanction. Every killing by the police must be justified under the **exceptions provided in the Indian Penal Code (IPC)**, particularly **Section 96 to 100 (Right of Private Defence)** and **Section 300 Exception 3**, which allow use of force in self-defence or to prevent crime, provided it is proportionate and necessary. If a police officer kills someone in an alleged encounter, it must be proven that the act was in self-defence or under lawful authority; otherwise, it amounts to **culpable homicide or murder**.

The Supreme Court in *People’s Union for Civil Liberties (PUCL) v. State of Maharashtra* (2014) laid down **16 guidelines** to be followed in cases of police encounters, including mandatory registration of FIR, independent investigation, magisterial inquiry, and involvement of the NHRC in grave cases. These guidelines aim to ensure accountability and prevent fake encounters. Moreover, the NHRC also treats encounter deaths as custodial deaths, necessitating detailed reporting and inquiry.

Thus, while Indian law does not outright ban encounter killings, their **legal validity depends entirely on whether the killing was justified under legal provisions** and whether due process was followed. Any staged or fake encounter is a **criminal offence** and punishable under ordinary criminal law. Therefore, encounter killings occupy a highly sensitive space in Indian law, where the state’s duty to maintain order must not override the citizen’s constitutional and human rights.

**Media trials have a significant impact on the right to a fair trial**, often posing a threat to the presumption of innocence and impartial judicial proceedings. While the media plays a vital role in informing the public and holding institutions accountable, excessive or prejudiced reporting on ongoing legal matters can influence public perception, pressure investigators, and even prejudice the minds of judges and jurors. This creates a parallel trial by media, where individuals are declared guilty or innocent outside the courtroom, thereby undermining the judicial process. The right to a fair trial is a fundamental right under **Article 21 of the Indian Constitution**, and it includes the right to be tried by an impartial and independent court. The Supreme Court of India in cases such as *Sahara India Real Estate Corp. v. SEBI* (2012) emphasized the need to balance freedom of the press under **Article 19(1)(a)** with the accused's right to a fair trial. Courts have also acknowledged the concept of "trial by media" as potentially contemptuous when it interferes with the administration of justice. Therefore, while media freedom is essential in a democracy, it must be exercised responsibly, especially during pending trials, to ensure that justice is neither derailed nor denied.

Yes, circumstantial evidence alone can lead to a conviction in capital punishment cases, but only if it meets stringent legal standards. Indian courts have consistently upheld that if the chain of circumstantial evidence is complete, conclusive, and points unerringly to the guilt of the accused while excluding every possible hypothesis of innocence, it can form the sole basis for conviction. This principle was firmly laid down in the landmark case of *Sharad Birdhichand Sarda v. State of Maharashtra* (1984), where the Supreme Court outlined the "five golden principles" for reliance on circumstantial evidence. In cases involving the death penalty, courts exercise greater caution and apply the "rarest of rare" doctrine from *Bachan Singh v. State of Punjab* (1980), ensuring that such punishment is awarded only when the evidence leaves no reasonable doubt. Therefore, while circumstantial evidence can justify capital punishment, it must be so compelling and comprehensive that it stands on par with direct evidence in terms of reliability and conclusiveness.