How-To Guide

Intellectual property is frequently the most valuable asset class in technology-driven M&A transactions. Whether the deal involves a slump sale, a share acquisition, or a scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013, the buyer must conduct a thorough IP due diligence to assess ownership, validity, enforceability, and risk exposure of the target's intellectual property portfolio. A deficiency in IP due diligence can lead to post-closing disputes,

Compulsorily Convertible Preference Shares (CCPS) have become the default instrument for venture capital and private equity investments in Indian startups. Unlike ordinary equity, CCPS offer investors a layer of downside protection through liquidation preference and anti-dilution rights while automatically converting into equity shares upon a specified trigger event. For foreign investors, CCPS carry a further advantage: the Foreign Exchange Management (Non-Debt Instruments)

Introduction Foreign companies looking to establish a business presence in India without incorporating a separate Indian entity have three options under the Foreign Exchange Management Act, 1999 (FEMA): a Branch Office (BO), a Liaison Office (LO), or a Project Office (PO). Each type of office has distinct permitted activities, regulatory requirements, and compliance obligations. The establishment of these offices is governed by the Foreign Exchange Management (Establishment i

Introduction A slump sale is a business transfer mechanism under Indian law where one or more undertakings of a company are transferred as a going concern for a lump sum consideration, without assigning individual values to the assets and liabilities being transferred. Defined under Section 2(42C) of the Income Tax Act, 1961, and taxed under Section 50B, the slump sale has become a widely used tool for corporate restructuring, business realignment, and divestiture of non-core

Introduction India's merger control regime, governed by the Competition Act, 2002 as substantially amended by the Competition (Amendment) Act, 2023, requires prior notification to and approval from the Competition Commission of India (CCI) for transactions that meet specified financial thresholds. The regime underwent a significant overhaul with the CCI (Combinations) Regulations, 2024, which took effect on 10 September 2024, introducing a deal value threshold, revised financ

Introduction A vigil mechanism is a structured channel that allows directors, employees, and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud, violation of company policies, or any other irregularity within a company. Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, mandates that certain categories of companies establish a vigil mechanism. For listed c

Introduction A scheme of arrangement is one of the most versatile corporate restructuring tools available under Indian company law. Sections 230 to 232 of the Companies Act, 2013 provide the statutory framework for companies to enter into compromises, arrangements, mergers, amalgamations, and demergers through a court-supervised process before the National Company Law Tribunal (NCLT). Whether a company seeks to merge with another entity, demerge a division into a separate com

Every individual who is appointed or intends to be appointed as a director of a company incorporated under the Companies Act, 2013, must first obtain a Director Identification Number (DIN). The DIN is a unique, lifetime identification number assigned by the Ministry of Corporate Affairs (MCA) and is a prerequisite for any directorial appointment. The requirement for DIN is prescribed under Sections 153 and 154 of the Companies Act, 2013, and the application process is governe

Employee Stock Option Plans (ESOPs) have become one of the most important tools for attracting, retaining, and incentivising talent in Indian companies, from early-stage startups to large listed corporations. An ESOP grants employees the right to purchase shares of the company at a predetermined price (the exercise price) after a specified vesting period. The legal framework for ESOPs in India is primarily governed by Section 62(1)(b) of the Companies Act, 2013, and Rule 12 o

When a company creates a charge on its property, assets, or any part of its undertaking in favour of a lender or creditor, it is legally required to register that charge with the Registrar of Companies (ROC). This requirement is imposed by Section 77 of the Companies Act, 2013, and is implemented through the Companies (Registration of Charges) Rules, 2014. The registration must be completed by filing Form CHG-1 with the ROC within 30 days of the creation of the charge. Failur

Board meetings are the primary forum through which the directors of a company exercise their collective authority, approve strategic decisions, and discharge their statutory obligations. The Companies Act, 2013, through Sections 173 to 175 and the Companies (Meetings of Board and its Powers) Rules, 2014, prescribes detailed requirements for convening and conducting board meetings. These statutory provisions are supplemented by Secretarial Standard on Meetings of the Board of

When an Indian company issues equity shares, compulsorily convertible debentures, or compulsorily convertible preference shares to a person resident outside India, the company must report that issuance to the Reserve Bank of India by filing Form FC-GPR (Foreign Currency, Gross Provisional Return). This reporting obligation arises under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, read with the Foreign Exchange Management (Mode of Payment and Reporting o

In India, every birth must be reported to the local Registrar within 21 days of its occurrence under the Registration of Births and Deaths Act, 1969. However, many births go unregistered within this period due to lack of awareness, geographical remoteness, or administrative delays. A birth certificate is a critical document required for school admissions, passport applications, Aadhaar enrolment, and various government services. If you or your child's birth was not registered

An e-stamp certificate is a digitally generated document that serves as proof of stamp duty payment for legal and financial transactions in India. It was introduced to replace traditional physical stamp papers, which were vulnerable to fraud and counterfeiting. This article provides a complete guide to purchasing e-stamp certificates online through the SHCIL portal and state-specific portals, including the registration process, payment methods, fees, validity period, verifica

An affidavit is a written statement of facts made voluntarily and confirmed by oath or affirmation before a person authorised to administer oaths, such as a Notary Public or an Oath Commissioner. Affidavits are one of the most commonly used legal documents in India, required for court proceedings, government applications, property transactions, and personal declarations. This article explains how to draft, print, and execute an affidavit in India, including the different type