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 […]
CG # 104: Corporate Governance Series – Contractual Remedies for Breaches and Mismanagement
Shareholders agreements (SHA) are no exception to ‘ubi jus ibi remedium’. In our previous article, we described how the management of a company often owes allegiance to controlling shareholders, while other shareholders retain a right against abuse of such power. Much like ‘rights’, which are made available either statutorily in the Companies Act, 2013 (Act) […]
CG # 103: Corporate Governance Series – Shareholder’s Agreement
From a corporate governance point of view, contractual protection and operational framework for shareholders are typically covered under the provisions of a shareholders’ agreement (“SHA”). The lifecycle of an investment transaction typically begins at the execution of a soft commitment from investors (term sheet / letter of intent), followed by a comprehensive check of the […]