The DRHP Rulebook: Volume II – Our Business And Industry Overview

When the story of an IPO begins, it sprouts from context and credibility. Volume I of The DRHP Rulebook, explored the Risk Factors chapter - the issuer's structured confession of vulnerabilities and regulatory red flags. This second installment advances that journey, shifting from disclosures of risk to disclosures of reality: the Industry Overview and Our Business chapters.These twin chapters don't just describe, they define. The former maps the issuer's external ecosystem; the latter, the...

“More Likely Than Not”: Preponderance Of Probabilities In Indian Securities Law

Imagine a trading floor “part war room, part theatre” where numbers flicker like sparks from a live wire. In this high-stakes arena, fortunes are made in milliseconds. But beneath the surface, unseen hands tilt the scales. Insiders whisper tips behind encrypted screens, manipulators stage trades that mimic genuine demand, and every move is cloaked in digital smoke.For SEBI, finding a smoking gun (direct evidence) in the form of a damning message, a recorded call, a confessional slip is nearly...

Premium Vs Rent: A Principled Approach To RERA's Jurisdiction Over Lease Transactions

The Real Estate (Regulation and Development) Act, 2016 (“the Act”), was enacted with the core objective of safeguarding the interests of homebuyers.[1] While the Act has brought significant transformation to India's real estate landscape, its applicability to lease transactions remains a contentious issue in many states. The ambiguity surrounding the applicability of the Act to lease transactions arises from seemingly contradictory provisions of the Act. Section 2(d) includes within...

Employment Bond: Supreme Court Balances Contractual Freedoms And Constitutional Safeguards

In a recent decision in Vijaya Bank v. Prashant B. Narnaware[1], the Supreme Court examined whether contractual terms stipulating for mandatory minimum employment tenures and related liquidated damages would fall in the constitutional safeguards and the principles under the Indian Contract Act, 1872 ("Contract Act"). The controversy arose from clause 11(k) of the terms of employment contained in the respondent's appointment letter. In terms of the said clause, the respondent was...

Medical Negligence: A Jurisprudence Which Ought To Go Through A Paradigm Shift

Who do we trust the most when we or our loved ones are ill? The doctors. However, what if the profession we trust the most acts negligently? Do we have a recourse? Who shall be held accountable? This is where laws against medical negligence safeguard us. In India, medical negligence cases are dealt with under tort law. This means that medical negligence is treated as a civil wrong. A civil wrong means that the act and effect of the act infringe a right of an individual. However, as far...

What Can Companies Learn From Recent Corporate Governance Scandals In India?

The collapse of Gensol Engineering Ltd. and its sister concern, BluSmart, has dominated recent headlines. Once hailed as the pioneer of new-age EV mobility, the it is now an example of the consequences of unchecked ambition and poor oversight. But this is not an isolated instance by any means and definitely not the first. The Indian economic landscape has regularly been plagued by other high-profile corporate governance frauds. The same governance blind spots, ranging from misappropriation...

The Gatekeeper: Compliance Officer

In the high-stakes corridors of corporate compliance, Unpublished Price Sensitive Information (“UPSI”) is a storm . The legal and regulatory wreckage left behind when Compliance Officers forget (or fumble) fundamental duties. Through a series of landmark enforcement actions, the article dissects the anatomy of lapses: ignored notices, “deemed closures,” pre-clearance gone rogue, and Compliance Officers i.e. “the Gatekeepers” caught on the wrong side of their own rulebook. Even when the ...

Cybersecurity & Data Privacy In Web 3.0: Legal Risks & Solutions For Global Businesses

What is Web 3.0? Web 3.0 is an enhanced version of the internet that can make our online experience better. It can be regarded as the next evolution of the internet and is gaining a lot of attention in India's technology and business sectors. By more and more adoption of blockchain technologies and decentralised platforms, Indian enterprises are exploring the vast opportunities which this version – Web 3.0 is here to offer. Like every development, this innovation also does not come free of...

The DRHP Rulebook

There exists a document in the Indian capital markets that precedes every bell rung on Dalal Street, every ticker update, every front-page financial headline, the Draft Red Herring Prospectus (“DRHP”). A DRHP is the first thing you hand the Regulator, i.e. Securities and Exchange Board of India (“SEBI”) or an Exchange, which tends to be a voluminous, information-laden, and data-filled document. It is not a mere disclosure document; it is the crucible where vision is tested against...

Green Crimes In India: A Step Towards Safeguarding Our Environment

Today, we are living in a world where environmental challenges have outgrown the parameters, we can measure them in. It is time we start to penalize actions which increases our plight of the aftermath of environmental degradation. Therefore, for the starters, we should regard these actions which harm the environment as “crimes” against environment or rather – “Green Crimes”. Any action which is considered as the “act against society” is termed as a crime which is the main psychology behind...

Cross-Border Counsel: Decoding The 2025 Amendment To The Bar Council Rules On Practice By Foreign Law Firms & Lawyers In India

In March 2023, the Bar Council of India (“BCI”) notified the BCI Rules for Registration and Regulation of Foreign Lawyers and Foreign Law Firms in India, 2022 (“2022 Rules”). The 2022 Rules opened the door for foreign lawyers and foreign law firms to practice foreign and international laws in India in non-litigious matters including legal advisory, corporate transactions and international commercial arbitration. Vehement opposition by Indian lawyers, law firms and State Bar Councils alike,...

Governing Laws Vis-À-Vis Arbitration

The Supreme Court recently in Disortho S.A.S v. Meril Life Insurance[1], crystallised the principles for determining the law governing arbitration agreements. In said case, certain disputes arose amongst Parties in respect of an International Exclusive Distribution Agreement (“Agreement”) and consequently, a petition was filed under Section 11(6) of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”), for appointment of an arbitral panel in terms of the Agreement. The said petition...