How-To Guide

The Digital Personal Data Protection Rules, 2025, notified by the Ministry of Electronics and Information Technology (MeitY) on 13 November 2025, introduce the Consent Manager framework through Rule 4, which is scheduled to come into force on 13 November 2026. A Consent Manager is a registered intermediary that provides Data Principals (individuals whose personal data is processed) with an accessible, transparent, and interoperable platform to give, manage, review, and withdr

Tag-along and drag-along rights are among the most commercially significant provisions in any shareholders' agreement (SHA). They govern what happens when one shareholder wants to sell their stake to a third party, and their design directly affects the balance of power between majority and minority shareholders. This guide walks through the key considerations and drafting steps for both clauses under Indian law. Understanding the Two Rights Tag-Along Right (Co-Sale Right) A t

The information memorandum (IM) is one of the most critical documents in the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). Prepared by the resolution professional (RP), it serves as the primary disclosure instrument that enables prospective resolution applicants to evaluate the corporate debtor and formulate their resolution plans. This guide walks through the legal requirements, practical steps, and key considerations in

When a company enters the corporate insolvency resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC), equity shareholders are often the most affected stakeholders. Their shares may be diluted or extinguished entirely under an approved resolution plan, and they rank last in the priority waterfall for distribution of assets. Despite this, shareholders have certain procedural rights during the CIRP that, if exercised early, can influence the outcome or a

Private placement of debt securities is one of the most widely used methods for listed companies to raise capital without the regulatory burden and public scrutiny associated with a public offering. Under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations), the process involves a structured sequence of approvals, disclosures, and compliance steps. This guide walks through the complete process, from board approval to listing, with pra

When a Corporate Insolvency Resolution Process (CIRP) is closed on the basis of a settlement between the financial creditor and the corporate debtor, the settlement may include a liberty clause allowing the creditor to revive the proceedings if the debtor defaults. This guide explains the step-by-step process for a financial creditor to apply for restoration of insolvency proceedings when the corporate debtor breaches the terms of a court-recorded settlement. Step 1: Confirm

When a holder of securities passes away, the transfer of those securities to legal heirs is known as "transmission" rather than "transfer." SEBI's simplified framework, effective August 19, 2026, significantly reduces the documentation burden for legal heirs claiming transmission of shares, debentures, mutual fund units, and other securities. This guide walks through the process step by step, covering the Quick Transmission Processing (QTP) route for small claims, the simplif

Every listed entity in India must assess whether any of its subsidiaries qualifies as a "material subsidiary" under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The classification triggers specific governance, disclosure, and audit obligations that carry enforcement consequences if missed. Following the LODR amendments of 2026, which replaced "income" with "turnover" in the materiality test, companies need to revisit their assessme

SEBI's settlement mechanism allows entities facing enforcement proceedings to resolve matters by paying a settlement amount instead of contesting the charges through a full adjudication. This guide explains the current process under the SEBI (Settlement Proceedings) Regulations, 2018, and flags the key changes proposed under the draft 2026 regulations. Step 1: Determine Whether Your Matter Is Eligible for Settlement Settlement is available for most SEBI enforcement proceeding

An Advance Pricing Agreement (APA) is a binding agreement between a taxpayer and the Central Board of Direct Taxes (CBDT) that fixes the transfer pricing methodology for international transactions for a prospective period of up to five years, with the option of rolling the agreed methodology back by four years. The APA framework was introduced in India in 2012 and is now codified in Sections 168 and 169 of the Income-tax Act, 2025 (which replaced the earlier Sections 92CC and

Who Needs to Comply and When The SEBI Cybersecurity and Cyber Resilience Framework (CSCRF), issued on August 20, 2024, applies to all SEBI-regulated entities (REs) operating in the Indian securities market. This includes stock exchanges, clearing corporations, depositories, stock brokers, depository participants, mutual funds and AMCs, portfolio managers, alternative investment funds (AIFs), investment advisers, research analysts, registrars and transfer agents, KYC registrat

When a cross-border merger or acquisition involves entities with operations in India, the transaction may trigger mandatory notification requirements under the Competition Act, 2002. The Competition Commission of India (CCI) serves as the country's antitrust regulator, and its merger control regime requires parties to notify qualifying combinations before consummation. Failing to comply can result in significant penalties, including the potential unwinding of the entire trans

Introduction Receiving a show cause notice from the Securities and Exchange Board of India (SEBI) can be a defining moment for any listed company, market intermediary, or individual associated with the Indian securities market. These notices signal that the regulator has identified potential violations and is contemplating formal enforcement action. How you respond in the initial days and weeks can significantly influence the final outcome of the proceedings. This guide provi

Cross-border borrowing and lending is a critical component of India's foreign exchange regulatory framework. For companies seeking to raise capital from overseas sources, External Commercial Borrowings (ECBs) offer a viable and often cost-effective alternative to domestic financing. However, these transactions are governed by a comprehensive set of regulations under the Foreign Exchange Management Act, 1999 (FEMA). The Reserve Bank of India (RBI) recently introduced significa

The Reserve Bank of India (RBI) Fair Practices Code (FPC) establishes a comprehensive framework for ethical lending practices across banks and non-banking financial companies (NBFCs) in India. Originally introduced through the RBI circular dated May 5, 2003, the FPC has undergone significant updates to address evolving challenges in the lending landscape. For lending institutions, compliance with the FPC is not merely a regulatory obligation; it is a cornerstone of responsibl