May 11th, 2026

[A.] Cover Story

All you wanted to know about Position Papers

In the context of corporate governance, the position papers are defined as formal documents issued by organisations (e.g. OECD), industry bodies (e.g. CII), or institutional investors (e.g. wealth funds) to express their definitive stance on any regulatory issue or ethical standard.

The position papers are advocacy-orientated and aimed to influence regulatory drafting (e.g. SEBI’s amendments) or shareholders’ voting. They do not have the force of law but do have persuasive value as they define best practices that the boards should adopt voluntarily. Non-compliance does not have any sanctions in law, but the board can merely explain reasons to shareholders for adopting an alternative path.

For example, there are position papers issued by Norges Bank Investment Management (NBIM) on different subject matters like related party transactions, board diversity, board independence, etc. NBIM happens to be the asset management unit of the Norwegian Central Bank and is responsible for managing the largest sovereign wealth fund in the world. The position papers issued by NBIM form the basis for their voting on relevant topics and serve as the starting point for their discussion with companies. Thus, these papers issued by NBIM may not be considered to be law but have a strong persuasive value in their voting and for their investment.

The position papers can be distinguished from a white paper and a research paper. White papers, usually a broader term, are prepared as an expert guide on a particular issue that tends to resolve the given problem. They are not meant for advocating a particular stance. Research papers are prepared to discover or analyse the data, legal problem or existing literature to expand the horizon of knowledge. Like white papers, their tone is objective and neutral. On the other hand, position papers’ tone is persuasive, and the outcome is a call for an action.

[B.] Case Laws

[B.1] Investor Deemed as a Member even in Absence of A Formal Entry in the Register of Members

In a landmark ruling, the Supreme Court of India in Dr Bais Surgical and Medical Institute (P.) Ltd v. Dhananjay Pande has clarified that the absence of a formal entry in the Register of Members does not automatically strip a stakeholder of their right to challenge corporate misconduct.

The case involved an investor who infused a substantial amount of funds into a struggling hospital and helped it to convert into a cardiac facility. This investor was treated as a co-owner and managing director, yet was denied share certificates by the promoters.

The Court held that for the purpose of filing the petition for prevention of oppression and mismanagement, the term ‘member’ must be interpreted broadly under Section 2(27) of the Companies Act, 1956, rather than being restricted to the technical formalities of Section 41 of the Companies Act, 1956.

This decision is a significant win for investors and minority stakeholders. It establishes that if a company accepts investment and treats an individual as a stakeholder through conduct and financial records, it cannot later use its own failure to maintain a formal register as a shield against legal accountability.

The decision has been rendered under the provisions of the 1956 Act and requires further research to conclude if the ratio can be applied to petitions for oppression and mismanagement under the 2013 Act.

[B.2] An Unsuccessful Party can File Application for Interim Relief After Arbitral Award has Been Passed

The Supreme Court in Home Care Retail Marts Pvt. Ltd v. Haresh N. Sanghavi settled the contrary views of different high courts on the issue: can an unsuccessful party file an application under section 9 of the Arbitration Act for seeking interim relief during the post-award stage? The high courts of Bombay, Delhi, Madras and Karnataka have answered the question in the negative, whereas the high courts of Telangana, Gujarat and Punjab & Haryana have answered in the affirmative.

The apex court held that any party to the arbitration agreement, including an unsuccessful party in arbitration, may invoke section 9 at the post-award stage. However, it also advised that the courts should exercise care, caution and circumspection while dealing with an application filed by an unsuccessful party in arbitration.

For businesses and legal practitioners, this provides a vital safety net, ensuring that the right to interim judicial protection remains intact throughout the period between the delivery of an award and its final execution.

[B.3] Environmental Responsibility is Now a Mandatory Fiduciary Duty, Not Just Optional Charity

In a landmark judgement, the Supreme Court of India in M.K. Ranjitsinh v. Union of India has fundamentally redefined the scope of corporate social responsibility (CSR). The case centred on the protection of the critically endangered Great Indian Bustard against the expansion of overhead power lines in Rajasthan and Gujarat.

The Court ruled that under Section 166(2) of the Companies Act, directors hold a broad fiduciary duty to act in the best interests of the community and the environment, linking these duties to constitutional obligations under Article 51A(g).

This shift moves CSR from a voluntary philanthropic gesture to a statutory mandate where environmental responsibility is an inherent part of social responsibility.

For businesses and investors, this means ESG compliance is no longer a peripheral marketing tool but a core legal requirement. Boards must now proactively integrate ecological conservation into their governance frameworks to mitigate litigation risks and fulfil their constitutional roles in the shared ecosystem.

[B.4] Investigation Orders Passed by CCI are Administrative, Not Adjudicatory

The Delhi High Court has ruled in International Flavors and Fragrances Inc. v. CCI that a Section 26(1) direction for investigation is merely an internal administrative step and not a final adjudication of rights.

The case arose when several global fragrance manufacturers challenged a suo moto investigation by the Competition Commission of India (CCI) regarding alleged bilateral labour-market coordination. The petitioners also argued the probe was barred by limitation periods.

The Court dismissed the writ petition, emphasising that such preliminary orders do not carry civil consequences or decide liabilities. Further, the limitation period does not apply to a continuing cause of action.

For legal practitioners and business leaders, this reinforces a high bar for challenging CCI investigations at the threshold stage. Companies must recognise that unless a perversity in the Commission’s mind is proven, the judiciary will refuse interference.

B.1 - Dr Bais Surgical and Medical Institute (P.) Ltd v. Dhananjay Pande, Supreme Court, May 4th, 2026.

B.2 - Home Care Retail Marts Pvt. Ltd. v. Haresh N. Sanghavi, Supreme Court, April 24th, 2026.

B.3 - M.K. Ranjitsinh vs. Union of India, Supreme Court, December 19th, 2026.

B.4 - International Flavours and Fragrances Inc v. Competition Commission of India, High Court of Delhi, February 23rd, 2026.