Legal Tangle

      By Adv Sreeraj Muralidharan  BBM, FCS, LLB, CFORA advsreerajm@gmail.com    When I read that a ₹2,500 crore shareholder class action had been admitted before the NCLT, I did not gasp. I did not celebrate. I did not analyse the stock price. I smiled. Because for years I have watched promoters treat Section 245 of the Companies Act, 2013, like a decorative sword hung on a drawing room wall. It exists. It looks impressive. Nobody assumes it will be used. Indian promoters have historically relied on one comforting assumption: minority shareholders do not move together. They complain in WhatsApp groups. They sell shares. They grumble on X (Twitter). They do not coordinate. That assumption is beginning to wobble. A shareholder class action under Section 245 is not merely a petition. It is a behavioural shift. And behavioural shifts in capital markets are more dangerous than statutory amendments. Let us be clear. Admission is not liability. The com...

  By Adv Sreeraj Muralidharan  BBM, FCS, LLB, CFORA advsreerajm@gmail.com    Corporate litigation, if you strip away the Latin phrases and the polished court submissions, is really about one thing: human behaviour recorded on paper. I did not understand this fully in my early years. I thought litigation was about superior arguments, sharper case law, better courtroom presence. It took a few bruising promoter disputes to realise that by the time a matter reaches the tribunal, the real battle is already over. The hearing is merely the post-mortem. I remember sitting with a promoter who kept repeating, almost as reassurance to himself, “I still hold majority.” It was said like a mantra. Majority, majority, majority. As though 62% was a protective charm. But what was sitting on my table was not a percentage; it was a chronology. Emails sent at midnight removing authority. Board meetings convened with skeletal notice. Transactions executed first and approved later. Repli...

  By Adv Sreeraj Muralidharan  BBM, FCS, LLB, CFORA advsreerajm@gmail.com  Order passed today. Discharge allowed. My client, walked out lighter than he had been in years. Central agency cases do not merely sit in files. They sit on people. They sit on careers, reputations, airport immigration counters, and on family dinners where everyone politely avoids the obvious topic. When the charge sheet first came to me, it carried the usual theatrical weight that comes with three letters. CBI. In our ecosystem, those letters often end rational conversation. The assumption quietly forms: if the agency has filed it, a trial is inevitable. Destiny has spoken. The file ran into thousands of pages. Annexures stacked like bricks. Statements. Computations. Seizures. Correspondence. The kind of volume that is supposed to intimidate you into surrendering to seriousness. I read it twice. And somewhere between the annexures and the adjectives, I felt something very clear. T...