Insights
Notes from the desk.
Long-form writing from Nucleus partners. Fundraise mechanics, term sheets, M&A, valuations, risk and tax. Filter by service line, tag, or author; sort newest or oldest; or search the archive.
Latest: 26 May 2026
BRSR for unlisted companies: when SEBI's ESG net widens beyond listed
BRSR currently applies to the top 1,000 listed companies by market cap. The unlisted question — when does it extend to large private companies — is being asked by investors before it is being answered by regulators. The companies that wait for the regulation are running a year or two behind their investors.
Audit committee charter: drafting one that's not just boilerplate
Most audit committee charters read the same. They were drafted by copying a template that copied a template. The charter that produces a working audit committee is specific to the company — particularly on scope, dispute resolution, and the executive session with the auditor.
Compounding of offences under Section 441: when it's the right call, when it's a trap
Compounding looks like the clean way out of a procedural lapse. Pay the fee, get the order, close the file. The catch is that the second compounding is harder than the first, and the third converts the underlying behaviour into a pattern that the registry remembers.
Ten board resolutions every quarter — and which ones to template
Every quarterly board meeting works through roughly the same ten resolutions. Six of them should be templated and approved without debate; the other four are where the board actually earns its meeting fee. Getting the agenda construction right is the difference between a meeting that runs in 90 minutes and one that runs in five hours and decides nothing.
Foreign subsidiary registrations: India inbound and outbound, the 60-day checklist
Setting up a foreign subsidiary — whether you are an Indian parent investing abroad or a foreign group establishing in India — fails in the same place every time: the gap between the corporate-law incorporation steps and the FEMA filings that have to chase them within 30 days. This is the 60-day checklist we run for both directions.
Companies Act amendments since 2023: what every CS should already be doing differently
Three years of amendments, rule changes, and MCA21 V3 migration have changed the work of a company secretary more than the previous decade did. The CS who is still doing the work the way they did in 2022 is producing filings that look compliant on paper and miss the actual current expectation.
RPT approvals under Section 188: the threshold every founder-led board misses
Section 188 thresholds are written into Rule 15. They look mechanical — 10% of turnover, 10% of net worth, 2.5% for consultancy. The miss we see in founder-led companies is not in the math. It is in identifying the related party, particularly when the relationship runs through an LLP, a family trust, or an indirect shareholding.
Dematerialisation deadline for private companies: where compliance keeps failing
Rule 9B brought private companies above the small-company threshold into mandatory dematerialisation. Eighteen months past the operative date, we are still cleaning up the same three failure patterns — shareholders without DP accounts, ISINs not issued, and physical certificates that nobody has surrendered.
Board governance for founder-led companies: when committees actually help
Founder-led companies treat board committees as a tax that scales with funding. We see three patterns: theatrical, defensive, and genuine. The difference between them shows up in the quality of decisions the board makes about compensation, related parties, and risk.
Section 42 (private placement) vs preferential allotment: which to use and when
Founders raising capital often treat private placement and preferential allotment as interchangeable. They are not. The choice between them shapes the offer mechanics, the timing, the documentation, and the filings — and the wrong choice surfaces in diligence years later as a defective allotment.
Share buy-back compliance: SH-7, BBA-1, BBA-2, BBA-3 explained
Buy-backs are the corporate-finance event where the legal documentation needs to be tight and the procedural filings need to land in sequence. Sections 68 to 70 of the Companies Act and the SH-series forms do not leave much room for retrospective fixes. Here is the sequence we run.
ROC filings that fail diligence: the six that trip up startups
Six secretarial gaps surface in late-stage diligence more than any others. All six are preventable in real time. None of them are hard to fix before you go to market.
The strike-off route: when to use it for dormant subsidiaries (and when NCLT is faster)
Most dormant subsidiaries should be struck off rather than wound up. STK-2 is fast, cheap, and quiet. NCLT is the right route only when secured creditors are present, employee dues remain, or regulatory matters are open. The choice between them is usually clear by the second week of the engagement.
Director KYC and DIN compliance: the calendar that prevents disqualification
Director KYC is annual, DIN deactivation is automatic, and disqualification under Section 164(2) sits in the background of every dormant subsidiary nobody is paying attention to. The calendar that prevents disqualification is short. The cost of missing it includes the directorships you did not lose on purpose.
Section 90 SBO reporting: who qualifies as a Significant Beneficial Owner, and how to file
Section 90 sits in the background of most companies' compliance until a diligence team asks for the BEN-2 file and finds it empty. Identifying the Significant Beneficial Owner is rarely about a single shareholder list — it is about tracing every chain, including the ones that run through LLPs, trusts, and foreign holding companies.