How-To Guide

Introduction India's data protection landscape has undergone a fundamental transformation with the enactment of the Digital Personal Data Protection Act, 2023 (DPDP Act) and the notification of the DPDP Rules, 2025 on November 13, 2025. Among the most operationally significant obligations introduced by this framework is the requirement to notify personal data breaches to both the Data Protection Board of India and affected Data Principals. With the 18-month enforcement clock

The Securities and Exchange Board of India (SEBI) has progressively refined the regulatory framework governing Alternative Investment Funds (AIFs) to attract sophisticated capital while maintaining investor protection. One of the most significant developments in this space is the introduction of the Accredited Investors Only AIF (AI-Only AIF) framework, formalised through the SEBI (AIF) (Third Amendment) Regulations, 2025, notified on November 18, 2025. This framework enables

The Insolvency and Bankruptcy Code, 2016 (IBC) has undergone significant reforms since its enactment, with one of the most notable being the introduction of the Pre-Packaged Insolvency Resolution Process (PPIRP) for Micro, Small and Medium Enterprise (MSME) corporate debtors. Introduced through the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2021, effective April 4, 2021, PPIRP provides a faster, cost-effective alternative to the regular Corporate Insolvency Resolut

Software-as-a-Service (SaaS) agreements are now the dominant model for enterprise software procurement in India. Unlike traditional perpetual license agreements, a SaaS agreement grants the customer a subscription-based right to access and use software hosted on the provider's infrastructure, typically through a web browser or API. The shift from on-premise licensing to cloud-based delivery introduces a distinct set of legal issues: service levels and uptime guarantees, data

When imported goods are sold in India at a price below their normal value in the exporting country, and such dumped imports cause or threaten material injury to the domestic industry, Indian manufacturers can seek relief by filing an anti-dumping duty petition with the Directorate General of Trade Remedies (DGTR). The legal framework for anti-dumping investigations in India is contained in Section 9A of the Customs Tariff Act, 1975, read with the Customs Tariff (Identificatio

The Minimum Alternate Tax (MAT) regime was introduced to ensure that companies reporting substantial book profits and paying dividends to shareholders do not escape their tax obligations entirely through the use of exemptions, deductions, and incentives available under the Income Tax Act. Under Section 115JB (now Section 206 of the Income Tax Act, 2025, effective from April 1, 2026), if the income tax payable by a company on its total income as computed under the normal provi

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