How-To Guide

The board of directors of every company registered under the Companies Act, 2013 must prepare a Board Report (also referred to as the Directors' Report) and attach it to the financial statements laid before the company at its annual general meeting. Section 134(3) prescribes the mandatory contents of this report, and non-compliance can result in penalties on the company and every officer in default under Section 134(8). The Board Report serves as the primary disclosure docume

Every company registered under the Companies Act, 2013 must file an annual return with the Registrar of Companies (ROC). For small companies and One Person Companies (OPCs), the Ministry of Corporate Affairs (MCA) introduced Form MGT-7A, an abridged version of the full annual return (Form MGT-7), through the Companies (Management and Administration) Amendment Rules, 2021. Form MGT-7A requires significantly fewer disclosures than MGT-7, reducing the compliance burden on smalle

Drafting an effective Anti-Bribery and Anti-Corruption (ABAC) compliance policy is a fundamental governance requirement for any Indian company, particularly those with government-facing operations, regulated sector exposure, or international business activities. The primary legislation governing bribery and corruption in India is the Prevention of Corruption Act, 1988, as amended by the Prevention of Corruption (Amendment) Act, 2018, which introduced corporate criminal liabil

Receiving a show cause notice (SCN) under the Central Goods and Services Tax Act, 2017 is a serious matter that demands a prompt, structured, and well-documented response. Whether the notice is issued under Section 73 (for non-fraud cases), Section 74 (for cases involving fraud, wilful misstatement, or suppression of facts), or the newly introduced Section 74A (applicable to financial years from 2024-25 onwards), the taxpayer's response within the prescribed timeline is the s

Establishing a wholly owned subsidiary (WOS) in India is the most common route for foreign companies seeking a permanent operational presence in the country. Unlike a branch office or liaison office, a WOS is a separate legal entity incorporated under the Companies Act, 2013, with the foreign parent holding 100% of its share capital. The process combines two regulatory frameworks: company incorporation under MCA procedures (primarily through SPICe+), and foreign exchange comp

The appointment of independent directors is one of the most consequential governance obligations under the Companies Act, 2013. Listed companies, and prescribed classes of unlisted public companies, must ensure that their boards include a minimum number of independent directors who meet stringent eligibility criteria laid down in Section 149(6). The process involves multiple regulatory touchpoints: obtaining a Director Identification Number, registering with the IICA databank

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