Scheme Models and use of LLP for AIFs in India
Introduction Alternative Investment Funds (“AIFs”) in India are granted a perpetual registration to operate in that capacity by the Securities and Exchange Board of India (“SEBI”).[1] While the term ‘AIF’ is defined to mean the pooling vehicle or the fund itself under the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”)[2], there is a separate […]
CG # 107 Corporate Governance Series: The Power of 10
We have so far, in the Corporate Governance series, delved into the governance protections for shareholders and fiduciary duties of directors. In this article, we specifically focus on the protection available to minority shareholders in companies, including a highlight on the number ‘10’ as far as corporate governance is concerned. Majority rule is the cornerstone […]
Reinvestments by AIFs
Executive Summary Reinvestment is a tool used by AIFs to reuse the same capital more than once for investment without requiring investors/LPs to actually infuse any capital beyond their commitment amount into the AIF. AIFs are not permitted to add reinvested amounts in the calculation of “corpus” to inflate it beyond actual commitments. Guardrails around […]
New ECB Framework: Are we there yet?
The Reserve Bank of India (RBI) has recently overhauled the external commercial borrowing (ECB) framework, through an amendment to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (ECB Amendment) notified on February 16, 2026. Owing to limited capital account convertibility in India, historically, foreign lenders have been looked at with caution and regulatory arbitrage, […]
NBFC Registration Exemption: Much Ado, Limited Impact
In February 2026, the Reserve Bank of India (RBI) issued a press release, along with a draft of the Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Amendment Directions, 2026 (Amendment) proposing exemption from registration for certain categories of Non-Banking Financial Companies (NBFC), details of which are […]
Foreign Seated Arbitration and Indian Insolvency: A Confluence of Challenges
Introduction The increasing cross-border participation of Indian companies in international commerce has led to a corresponding rise in participation of Indian companies in foreign-seated arbitrations for resolution of disputes between the parties. In many instances, foreign lenders have attempted to enforce foreign arbitral awards in India against the Indian entities. However, when such Indian entities […]
DPDP : The Fine Print
The notification of the Digital Personal Data Protection Rules, 2025 (“DPDP Rules”) this month has finally changed the Digital Personal Data Protection Act, 2023 (“DPDP Act”) from a framework that kept businesses guessing, into a compliance regime with operational consequences. A reading of the DPDP Rules will quickly validate the view that companies are expected […]
CG # 106: Corporate Governance Series – Fiduciary Duties of Executive and Non-executive Directors
We have so far delved into governance protections available to shareholders under law and contract. In this article we focus on directors and their pivotal role in companies as well as a brief analysis of the statutory obligations bestowed on directors (including nominee directors) under the Companies Act, 2013 (the “Act”). Directors are the custodians […]
CG # 105: Corporate Governance Series – Statutory Framework for Addressing Mismanagement
While it has become the norm in the PE/VC ecosystem to include elaborate provisions in shareholders’ agreements to deal with violations of agreed governance principles (refer to our previous articles), statutory remedies under Companies Act, 2013 (the Act) continue to be highly relevant, particularly because of their enforceability. In this article, we provide an overview […]
PPM Audit: Q&As for upcoming compliance by Alternative Investment Funds
Q.1: What is the purpose of the audit? A: The purpose of the PPM audit is to evaluate and assess compliance with the terms of the PPM by schemes of AIFs and other fund parties such as the Manager, Trustee, LP Advisory Committee (LPAC), Investment Committee (IC), etc. The auditor is expected to assess whether […]