How-To Guide

Force majeure clauses are among the most heavily negotiated provisions in Indian commercial contracts, and for good reason. When performance becomes impossible or impracticable due to events beyond a party's control, the enforceability and scope of the force majeure clause determines whether a party is discharged from its obligations or exposed to breach-of-contract liability. Indian law draws a critical distinction between force majeure (which is a creature of contract) and

The Digital Personal Data Protection Act, 2023 (DPDP Act), together with the Digital Personal Data Protection Rules, 2025 (DPDP Rules), has introduced a structured framework for data governance in India. Among its most significant compliance obligations is the Data Protection Impact Assessment (DPIA), which must be conducted by every entity designated as a Significant Data Fiduciary (SDF). Rule 13 of the DPDP Rules, 2025, read with Section 10(2)(c) of the DPDP Act, sets out t

India's merger control regime underwent a significant overhaul on September 10, 2024, when the Competition Commission of India (Combinations) Regulations, 2024 came into force alongside several related rules and notifications. These changes, stemming from the Competition (Amendment) Act, 2023, introduced a deal value threshold, revised filing fees, shorter review timelines, and a refined green channel process. This guide covers the key steps for filing a pre-merger combinatio

When a startup or growth-stage company raises a new funding round at a valuation lower than its previous round (commonly called a "down round"), early investors face the risk of their shares being worth less per unit than what they originally paid. Anti-dilution clauses in a shareholders agreement (SHA) are the primary contractual tool for protecting investors against this risk. Drafting these clauses under Indian law requires careful attention to the Companies Act, 2013, FEM

Running a private limited company in India involves tracking recurring compliance deadlines across multiple regulators. Directors and company secretaries must coordinate filings with the Registrar of Companies (ROC), income tax authorities, GST authorities, and other bodies throughout the year. Missing a deadline can trigger automatic penalties, additional fees, and in severe cases, DIN deactivation or strike-off proceedings. A well-structured compliance calendar is the most

Any cross-border M&A transaction involving an Indian target must navigate the Foreign Exchange Management Act, 1999 (FEMA) and its subordinate rules before closing. India's FEMA framework functions as a gating mechanism: a deal that is structurally sound under company law can still be blocked, delayed, or exposed to penalties if requirements around sectoral caps, pricing guidelines, reporting timelines, or downstream investment rules are not satisfied. The principal regulatio

On 27 May 2026, the Ministry of Corporate Affairs (MCA) notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026, opening a new channel for CSR expenditure. Companies subject to mandatory CSR under Section 135 of the Companies Act, 2013 can now route a portion of their CSR funds through the Social Stock Exchange (SSE) by subscribing to zero coupon zero principal (ZCZP) instruments issued by registered not-for-profit organizations (NPOs). This guid

Introduction Payment Aggregators (PAs) play a central role in India's digital payments ecosystem by enabling merchants to accept online, physical, and cross-border payments without establishing direct relationships with banks and payment networks. Under the Payment and Settlement Systems Act 2007 (PSS Act), no entity other than the Reserve Bank of India may operate a payment system without authorisation. The RBI first issued comprehensive PA guidelines in March 2020, followed

Introduction Restrictive covenants in employment contracts, including non-compete clauses, non-solicitation obligations, confidentiality undertakings, and garden leave provisions, are among the most litigated areas of Indian employment law. The primary challenge for employers is Section 27 of the Indian Contract Act, 1872, which declares that "every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind, is to that extent vo

Introduction In M&A transactions, the buyer and the seller frequently disagree on valuation. The buyer values the target based on current performance and verified financials, while the seller prices the business based on projected growth and future potential. An earn-out clause bridges this gap by making a portion of the purchase consideration contingent upon the target achieving agreed performance milestones after the closing date. In India, earn-out provisions have become i

Introduction The Mediation Act 2023 (Act No. 32 of 2023), which received presidential assent on 14 September 2023, represents India’s first standalone legislation dedicated to mediation as a dispute resolution mechanism. With certain provisions notified on 9 October 2023, the Act creates a structured framework for pre-litigation and court-referred mediation, establishes the Mediation Council of India, and gives mediated settlement agreements the force of a court decree. For b

Introduction The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") form the backbone of corporate governance and disclosure obligations for all listed entities in India. Compliance with these regulations is not optional; missing a single filing deadline can attract penalties of Rs. 5,000 per day, show-cause notices from stock exchanges, and in severe cases, trading suspension of the company's securities. T

Corporate fraud can devastate companies financially and reputationally. When irregularities surface, conducting a thorough and legally sound internal investigation is critical, both to protect the company's interests and to comply with statutory obligations under the Companies Act, 2013. This step-by-step guide walks you through the process of investigating corporate fraud under Section 447, from the initial board resolution through evidence preservation, forensic auditing, a

Foreign businesses operating in or with India face the critical question of whether their activities create a "permanent establishment" (PE) under India's network of double taxation avoidance agreements. A PE determination has significant consequences: if a foreign enterprise is found to have a PE in India, profits attributable to that PE become taxable in India. This guide provides a step-by-step framework for identifying, evaluating, and mitigating PE risk under the major c

Indian companies exporting goods to the European Union face a rapidly evolving regulatory landscape. The EU Carbon Border Adjustment Mechanism (CBAM), which entered its definitive phase on January 1, 2026, imposes carbon pricing obligations on imported goods across six carbon-intensive sectors. The Corporate Sustainability Due Diligence Directive (CSDDD), though its first application has been postponed to July 2029 following the Omnibus I amendments, will require comprehensiv