Nyaya Saathi Pro  ·  Advocate Edition

Corporate Law Features Guide

A reference for corporate advocates — what the AI covers, how to use it effectively, and ready-to-use research prompts.

📅 August 2026 ⚖️ Indian Law Only 🔒 For Advocate Use

Coverage at a Glance

Research Studio — How to Use It for Corporate Matters

The Research Studio uses Claude Sonnet with dedicated specialist knowledge for each corporate law area, augmented by Indian Kanoon RAG — real-time retrieval of judgments from the Supreme Court, High Courts, NCLT, NCLAT, SAT, and TDSAT. Every response is structured in CREAC format (Conclusion → Rule → Explanation → Application → Counter-arguments) and includes precise statutory provisions, case citations tagged by confidence level, procedural guidance, and strategy advice oriented toward the side you are advising.

Tips by Practice Area

NCLT / Companies Act 2013

Provide the petitioner's shareholding percentage, total number of shareholders, and specific acts of oppression with dates. The AI structures grounds under Sections 241/242 and advises on the Section 244 locus threshold.

IBC 2016 — Insolvency Proceedings

Specify financial creditor or operational creditor upfront. For Section 9, always state whether a demand notice was sent, the date and mode of service, and the corporate debtor's exact reply — the Mobilox test analysis depends on these facts.

SEBI / Securities Law

Provide the SCN reference number, the specific Regulation alleged to have been violated (PIT / SAST / LODR), and the nature of the allegation. The AI maps applicable provisions, limitation arguments (3-year bar), and penalty mitigation factors.

FEMA / Foreign Exchange

Specify the transaction type (FDI allotment, ECB drawdown, share transfer to NRI), the specific contravention (late FCGPR filing, end-use violation, approval-route non-compliance), and whether it is an RBI compounding matter or an ED adjudication matter — this distinction is critical and the AI explains it precisely.

Drafting — Corporate Documents Supported

Access drafting via the ✍ Draft button in Research Studio (research-led, up to 8,000 tokens) or via My Cases → Draft accordion (case-file linked).

1   NCLT Company Petition — Oppression & Mismanagement

NCLTDraft Available

The AI generates: locus averment (Section 244 threshold), incorporation and shareholding structure, part-wise narrative of oppressive acts, Section 242 relief menu (share buyout / director removal / injunction / winding up in the alternative), and verification.

2   IBC Section 7 Application — Financial Creditor

IBCDraft Available

The AI generates: CP (IB) case heading, all four Parts of Form 1 (financial debt → default → proposed IRP → documents), NPA / default date averments, moratorium prayer under Section 14, and IRP appointment prayer.

3   IBC Section 9 Application — Operational Creditor

IBCDraft Available

The AI generates: all five Parts of Form 5, full jurisdictional pre-condition chain (demand notice → 10-day period → no payment → no genuine dispute), Mobilox test averment, and complete prayer sequence.

4   SAT Appeal — Section 15T SEBI Act

SEBIDraft Available

The AI generates: correct SAT case heading, full particulars of the impugned AO / Board order, numbered grounds covering AO error of law / natural justice violation / disproportionate penalty / perversity / limitation, stay application paragraph, and all standard SAT reliefs.

5   Reply to SEBI Show Cause Notice

SEBIDraft Available

The AI generates: para-wise reply to every SCN allegation, substantive defences by violation type (insider trading: no UPSI / legitimate purpose / not a connected person; open offer: below 25% trigger / Regulation 10 exemption; LODR: technical default without investor prejudice), limitation argument if beyond 3 years, mandatory personal hearing request, and verification.

6   FEMA Compounding Application — Section 15 FEMA 1999

FEMADraft Available

The AI generates: all four Parts expected by the RBI Compounding Authority, specific FEMA Regulation and Notification citation, factual narrative of how the contravention arose and corrective steps taken, and the mandatory undertaking clause.

7   Reply to ED Show Cause Notice — FEMA

FEMADraft Available

The AI generates: preliminary objections (vagueness of SCN, Section 16(4) limitation — 2-year bar), para-wise reply to each allegation, substantive defences (permissible transaction / AD bank compliance / RBI Master Direction permits / compounding closure), and PMLA separation argument where relevant.

8   NCLAT Appeal — Section 421 CA 2013 / Section 61 IBC 2016

NCLTIBCDraft Available

The AI generates appeals under both tracks — Companies Act 2013 (S.421, 30-day limitation from NCLT order) and IBC 2016 (S.61, 30-day limitation, grounds restricted to Essar Steel list). Output includes: NCLAT case heading, full particulars of impugned NCLT order, numbered grounds (legal error / procedural impropriety / perversity / jurisdiction), stay/interim relief application, and standard NCLAT prayers. For IBC appeals the AI flags the Essar Steel (2020) restriction on re-agitating commercial wisdom of CoC.

9   NCLT Winding-Up Petition (Sections 271-272 CA 2013)

NCLTDraft Available

The AI generates: cause title (CP Winding Up), petitioner locus recital, the specific S.271 ground pleaded (never inability to pay debts — IBC's exclusive route since 2016), and — if pleading the "just and equitable" ground (S.271(e)) — an affirmative submission on why the S.273 alternative-remedy safeguard does not bar relief. Includes prayer for winding up + ancillary reliefs and verification.

10   NCLT Class Action Petition (Section 245 CA 2013)

NCLTDraft Available

The AI generates: locus computation on the face of the petition (member headcount/shareholding % or depositor threshold, listed vs unlisted distinction), respondents named individually (company + specific directors/auditors/experts), numbered paragraphs of prejudicial acts including past/concluded transactions, and relief drawn from the S.245(1)(a)-(g) menu. Notes that S.241-242 availability does not bar a S.245 petition.

11   Scheme of Arrangement Petition (Sections 230-232 CA 2013)

NCLTDraft Available

The AI generates the first-motion application (directions for convening class meetings) and, separately, the second-motion sanction petition, with the mandatory S.230(3)/Rule 6 disclosures — valuation report, accounting-treatment auditor certificate, pre/post-scheme shareholding pattern — and a reference to the SEBI observation letter where the company is listed.

12   Fast-Track Merger Application (Section 233 CA 2013)

NCLTDraft Available

The AI generates the Regional Director application (Form CAA-11) with declaration of solvency and auditors' report on the share-exchange ratio — no NCLT hearing required. Always confirm the currently operative small-company thresholds (₹10 Cr paid-up / ₹100 Cr turnover as of December 2025) rather than the Corporate Laws (Amendment) Bill 2026's proposed ₹20 Cr / ₹200 Cr figures and 75% approval threshold — the Joint Parliamentary Committee reviewing the Bill recommended their adoption in its report of 3 August 2026, but the Bill itself remains unenacted (still awaiting further Parliamentary passage as of this writing).

13   Cross-Border Merger Application (Section 234 CA 2013)

NCLTDraft Available

Follows the standard Scheme Petition structure with RBI compliance annexures added: FEMA Cross Border Merger Regulations 2018 compliance certificate, FMV pricing under FEMA OI Rules 2022, and — for outbound mergers — a resultant-company guarantee undertaking and confirmation the foreign jurisdiction is FATF/IOSCO-compliant. Do not confuse with the unrelated, inoperative S.234 IBC cross-border insolvency provision below.

14   Pre-Packaged Insolvency Resolution Application (Section 54A IBC)

IBCDraft Available

The AI generates the NCLT admission form with the base resolution plan and MSME eligibility declaration annexed, 66% financial-creditor pre-approval recital, and a declaration of no prior CIRP/PPIRP in the preceding 3 years. Confirm current MSME eligibility before relying on this for a larger client — secondary commentary is divided on whether the 2026 Amendment Act broadened PPIRP beyond MSMEs, or whether broader access instead comes through the new (not-yet-operative) CIIRP mechanism.

15   IBC Avoidance Application (Preferential / Undervalued / Fraudulent — S.43/45/50/66)

IBCDraft Available

Filed in the name of the Resolution Professional/Liquidator only — never the creditor. The AI generates a transaction-by-transaction schedule against the applicable look-back period (2 years related-party preferential; 2 years unrelated-party post-2026 Amendment, confirm applicability; 2 years flat for extortionate credit; no limitation for S.66 fraudulent trading), applying the ordinary-course-of-business test from Anuj Jain/Jaypee Infratech where relevant.

16   IBC Section 95 Application — Personal Guarantor Insolvency

IBCDraft Available

The AI generates the application annexing the financial creditor's claim and guarantee deed, the proposed RP's consent, and explicitly recites the current S.99 21-day RP report timeline (extended from 10 days by the 2026 Amendment). Kept clearly distinct from any parallel CIRP application against the corporate debtor — release of the principal borrower does not discharge the guarantor.

17   PMLA Appellate Tribunal Appeal (Section 26 PMLA)

FEMADraft Available

The AI generates the appeal from a confirmed Adjudicating Authority order, with grounds argued afresh (not a repeat of the SCN reply) and a stay/interim-relief prayer. Practical caution: the PMLA Appellate Tribunal has faced prolonged non-functionality — where it is not currently sitting, the AI will suggest a parallel writ petition for interim protection rather than relying solely on the pending appeal.

18   NDA (Non-Disclosure Agreement)

ContractDraft Available

The AI generates a mutual or one-way NDA: broad Confidential Information definition with standard carve-outs, narrowly-defined permitted purpose, survival period post-termination, and an injunctive-relief acknowledgment. Specify mutual vs. one-way upfront — it drives the whole structure.

19   Service Agreement (B2B)

ContractDraft Available

The AI generates a precisely-scoped Service Agreement — deliverables as a numbered Schedule (not buried in prose), payment terms, independent-contractor disclaimer, IP ownership of deliverables, and limitation of liability. Flags misclassification risk where the facts suggest de facto employment.

20   Vendor / Supply Agreement

ContractDraft Available

The AI generates specification/quality standards, delivery and risk-transfer terms, pricing (with a price-variation mechanism for long-term supply), warranty, IP indemnity for supplied goods, and an insolvency-of-either-party termination trigger.

21   Employment Agreement

ContractDraft Available

The AI generates designation, compensation, probation, working hours/leave per the applicable State Shops & Establishments Act, and IP assignment. Never includes a post-employment non-compete — such clauses are void under Section 27 Indian Contract Act, 1872; the AI substitutes confidentiality + non-solicitation instead and says so explicitly if a non-compete was requested.

22   Consultancy / Independent Contractor Agreement

ContractDraft Available

Same structure as the Service Agreement, tailored for an individual consultant. Applies the misclassification-risk caution with particular care, references Section 194J TDS treatment (professional fees, not salary), and flags exclusivity as a factor that increases re-characterisation risk.

23   Software / IP Licensing Agreement

ContractDraft Available

The AI generates licence grant scope (exclusivity, territory, field of use, term), fee/royalty structure with audit rights, permitted-use restrictions, IP ownership retained by licensor, warranty/indemnity for infringement, and a source-code-escrow trigger for business-critical software.

24   Contract Review & Risk Audit

ContractDocument Upload

Unlike the 40 drafting templates above, this is a document-upload analysis tool, accessed via the Review tab in the workspace (not the Draft tab). Upload a contract (PDF or DOCX, max 10MB) and the AI returns a clause-by-clause risk report: contract identification, a walkthrough of the document's actual clauses in the order they appear — each tagged 🔴 High / 🟡 Medium / 🟢 Low risk with a concrete redline recommendation — a list of missing/absent mandatory clauses, and an overall risk summary. Extraction happens in your browser (client-side PDF text layer, with OCR fallback for scanned documents up to 10 pages); only the extracted text is sent for analysis. Standard commercial contracts only — not for SPA/SHA/M&A transaction documents, which remain out of scope for the module by design.

Key Workflows

Workflow A — Minority Shareholder Dispute: NCLT Petition

1. Verify locus Research Studio → "Does my client holding [X]% equity in [Company] meet the Section 244 CA 2013 threshold to file an oppression petition?"
2. Map the grounds "These acts occurred: [describe]. Do they constitute oppression under Section 241(1)(a) or conduct prejudicial to the company under Section 241(1)(b)?"
3. Draft petition My Cases → open the matter → Draft accordion → NCLT Company Petition (Sections 241-242).
4. Interim relief strategy "What interim relief can NCLT grant before hearing — can it restrain the majority from further share allotments or asset alienation?"

Workflow B — Operational Creditor: Filing Section 9

1. Verify threshold Confirm outstanding debt exceeds ₹1 crore (Section 4 IBC — MCA notification, 24 March 2020).
2. Mobilox test Research Studio → "I sent a demand notice on [date]. The Corporate Debtor replied on [date] saying [describe reply]. Is this a genuine pre-existing dispute under the Mobilox test?"
3. Confirm IRP Obtain proposed IRP's IBBI registration number and written consent letter before filing.
4. Draft and file My Cases → Draft → IBC Section 9 Application. File at the NCLT Bench for the CD's registered office (Section 60 IBC).

Workflow C — Defending a SEBI SCN (Insider Trading)

1. Map the violation Research Studio → "SEBI SCN No. [X] alleges insider trading under Regulation 4(1) PIT Regulations 2015. The trade was [X] shares on [date]. Was the quarterly result (announced [date]) UPSI at the time of the trade?"
2. Check limitation "The alleged contravention occurred [date]. SCN issued [date]. Is this within the 3-year limitation period?"
3. Draft reply ✍ Draft button → type reply instructions → generates structured para-wise reply with all defences and mandatory personal hearing request.
4. SAT Appeal if needed If the AO order is adverse, file within 45 days (Section 15T). My Cases → Draft → SAT Appeal.

Workflow D — FEMA Compounding with RBI

1. Identify contravention Research Studio → "My client allotted shares to a US investor on [date] but filed FCGPR only on [date] — [X] months late. What FEMA Regulation is violated and what is the compounding process?"
2. Confirm forum "Is my client's contravention subject to ED adjudication or RBI compounding?" — critical before filing.
3. Regularise first Complete the late filing and obtain AD bank acknowledgement before submitting the compounding application.
4. Draft and submit ✍ Draft button → FEMA Compounding Application → submit to RBI Regional Office.
5. Check PMLA "Does this delay in FCGPR filing create PMLA exposure? Can ED treat this as a predicate FEMA offence?"

Citation Reliability in Corporate Law

Citation Verification — SC 2026 & Delhi HC 2025 Requirements

The AI applies two mandatory verification checks on every cited case:

1. SC 2026 cross-verify duty — Before relying on any Supreme Court judgment, the AI flags whether a subsequent SC bench has doubted, distinguished, or overruled it. Citations with unresolved doubt are marked [UNCERTAIN: — verify finality].
2. DHC 2025 / PD 178 finality check — The AI will not cite a Delhi HC judgment as good law if it has been stayed or reversed by the Supreme Court. Such citations are explicitly flagged.

These checks mean you can rely on [REF: CASE] citations in research output for substantive positions. Always independently verify before filing — the AI is a research tool, not a legal opinion.

Research Output Structure — CREAC

Every Research Studio response follows the five-section CREAC structure:

1. Conclusion — Direct answer to your question (one paragraph)
2. Rule — Applicable statutes, regulations, and binding precedents
3. Explanation — How courts and tribunals have interpreted the rule (ratio only — no obiter without flagging)
4. Application — How the rule applies to your specific facts
5. Counter-arguments — Arguments the other side will raise and responses

The 6 IBC Supreme Court Cases — Cite with Confidence

• Swiss Ribbons Pvt. Ltd. v. Union of India (2019) 4 SCC 17 — Constitutional validity of IBC upheld; financial/operational creditor distinction valid.
• Innoventive Industries Ltd. v. ICICI Bank (2018) 1 SCC 407 — Moratorium under Section 14 is automatic on admission; IBC overrides state law (Section 238); the 2026 Amendment restores this mandatory-admission position for Section 7.
• Pioneer Urban Land & Infrastructure Ltd. v. Union of India (2019) 8 SCC 416 — Homebuyers are financial creditors under Section 5(8)(f); IBC applies to real estate allottees.
• CoC of Essar Steel India Ltd. v. Satish Kumar Gupta (2020) 8 SCC 531 — CoC's commercial wisdom is supreme; NCLT/NCLAT cannot interfere with approved distribution.
• Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd. (2018) 1 SCC 353 — Pre-existing dispute test for Section 9; dispute must not be spurious, hypothetical, or illusory.
• Anuj Jain, IRP for Jaypee Infratech Ltd. v. Axis Bank Ltd. (2020) 8 SCC 401 — The governing case for Section 43 avoidance applications: two elements for preference (antecedent-debt benefit + better-than-S.53 position); ordinary-course defence requires both parties acting in the ordinary course.

Ready-to-Use Research Prompts

IBC Section 9 — Admissibility Check

Research StudioIBC

NCLT Oppression — Grounds Assessment

Research StudioNCLT

SEBI SCN — Defence Mapping

Research StudioSEBI

FEMA Compounding — Forum & Process

Research StudioFEMA