India: Corporate/Commercial Law

India is perhaps one of the first countries in the world to make a robust and mandatory Corporate Social Responsibility (“CSR”) initiative which requires the corporations to contribute a portion of their earnings...

Indian trust law was conceived in a very different economic era. Public charitable trusts were traditionally viewed as custodians of philanthropic intent and were institutions established to preserve charitable objects, administer donations and safeguard public beneficiaries.

SEBI has issued a circular deferring penal consequences for listed entities that fail to meet minimum public shareholding norms during periods of external economic disruption. This regulatory relief measure allows companies additional time to achieve compliance under more favorable market conditions while maintaining the long-term integrity of public shareholding requirements.

Reserve Bank of India (“RBI”) through notification no. FEMA 389(1)/2026-RB dated 29.05.2026, published on 05.06.2026, notified the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026 (“CBM Amendment Regulations”) to amend the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 (“CBM Regulations”).

The Reserve Bank of India has introduced significant amendments to cross-border merger regulations, replacing NCLT approval requirements with a broader 'Competent Authority' framework. These changes align foreign exchange management rules with the Companies Act 2013, while new payment system authorisation guidelines establish perpetual validity for compliant operators and restrict investments from FATF non-compliant jurisdictions.

Welcome to the latest edition of Fox & Mandal's newsletter highlighting recent developments in India's corporate & commercial laws. In this edition, we examine key aspects of various legal and regulatory changes in the Corporate, Capital Markets, Insolvency, Competition and Real Estate sectors and their impact on the business ecosystem in the country.

1. Applicability – Under the Payment and Settlement Systems Act, 2007 (“PSS Act”), no person can operate a payment system without an authorisation issued by RBI in accordance with the PSS Act. PS directions are applicable only on entities applying for authorisation or authorised to operate a payment system under the PSS Act. Such authorisation is based on an ‘on-tap basis’

The package comprises two parallel tracks: (a) amendments to the master directions in relation to the undertaking of financial services applicable to each regulated entity respectively; and (b) amendments to the master directions governing responsible business conduct (RBC) applicable to each regulated entity respectively, which introduce comprehensive requirements on advertising, marketing, sale, and conduct, including an express prohibition on compulsory bundling, a codified mis-selling framework with mandatory refunds, and regulation of dark patterns.

An Initial Public Offering represents far more than a capital-raising milestone—it is a comprehensive legal, regulatory, and governance transformation requiring seamless coordination between promoters, merchant bankers, legal counsel, and auditors.

The Securities and Exchange Board of India (SEBI) through the circular HO/19/34/11(2)2026-AFD-POD1/I/13764/2026 dated 16 June 2026 (Circular) has issued guidelines for AIFs seeking ‘Inoperative Fund’ status. The Circular follows SEBI’s consultation paper dated 5 February 2026 titled ‘Flexibility to Alternative Investment Funds (AIFs) in Winding up the Scheme / Surrendering the Registration’, which proposed granting AIFs / VCFs greater flexibility to retain liquidation proceeds beyond the expiry of their permissible tenure in specified circumstances.

The Department for Promotion of Industry and Internal Trade (“DPIIT”), through its revised Standard Operating Procedure (“SOP”) dated 4 May 2026 for processing Foreign Direct Investment (“FDI”) proposals, has introduced what appears at first glance to be a procedural reform.

Securities and Exchange Board of India (“SEBI”), vide its circular dated April 8, 2026, has operationalised the mechanism for lock-in of pledged shares under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), as part of its ease of doing business initiatives.