In our series on “Succession planning through private trusts”, we explore the growing role of private trusts in smooth and cost-effective transition of wealth from promoters to their successors. In Part 1, we focused on the key aspects of the Indian Trusts Act, 1882. In this part, we outline certain implications under the Income Tax Act, 1961.
We are pleased to announce thatShiv Bhargava,Kanika KhannaandPrateek Sharmahave been designated as retained partners at S&R Associates.
The Securities and Exchange Board of India (“SEBI”) has issued a circular introducing a framework for the transfer of Portfolio Management Service (“PMS”) businesses between registered Portfolio Managers. The framework, effective immediately, requires prior SEBI approval for all transfers, whether within the same group or to an unrelated entity. It sets out clear procedures, timelines, and responsibilities for both transferor and transferee, including requirements for joint applications, client consent, undertakings, and surrender of registration where applicable. The framework provides regulatory clarity and operational flexibility for business reorganizations, group consolidations, and exits in the PMS sector while maintaining investor protection.
TheNational Sports Governance Act, 2025(“Act”) marks a major milestone in reforming the regulatory framework for sports in India. For a long time, sports bodies in India have struggled with issues such as lack of transparency, internal disputes and irregularities in elections and administration. Previous government efforts to professionalize Indian sports through non-binding guidelines and directions have had limited impact.
The Act introduces a comprehensive legal framework for the recognition, governance and oversight of sports organizations in India. It establishes key institutions such as theNational Sports Board, National Sports Tribunal and National Sports Election Panel while mandating codes of ethics, safe sports policies, and transparency obligations under the Right to Information Act, 2005. By formalizing governance processes, the Act seeks to enhance accountability and professionalism in sports bodies, and build trust with investors and stakeholders. It creates a better environment for long-term commercial engagements, such as through leagues, affiliates and infrastructure, while aligning Indian sports with international standards.
This note explores the key provisions of the Act, its implications for existing bodies such as the Board of Control for Cricket in India, and emerging commercial opportunities through the corporatization of sports federations, public-private partnerships, data monetization, and convergence with the newly enacted Promotion and Regulation of Online Gaming Act, 2025
Certain changes to the Indian regulatory framework, as applicable to virtual power purchase agreements (“VPPAs”), have been recently proposed by the Central Electricity Regulatory Commission (“CERC”) pursuant to draft regulatory instruments – including through VPPA-specific guidelines, as well as necessary amendments to existing CERC regulations related to the power market and renewable energy certificates (“RECs”), respectively.
With the broad aim of enabling power consumers and obligated entities to meet their respective renewable consumption obligations (“RCOs”) pursuant to the Indian Government’s decarbonization targets and proposed energy security transition, and given the acknowledged utility of VPPAs to facilitate such mandatory RCO compliance, the draft amendments aim to (i) integrate VPPAs into the Indian power market, including by defining the nature and essential features of such contracts, and establishing their placement within the over-the-counter (“OTC”) market, (ii) provide concrete mechanisms for VPPAs to function as viable market instruments, and (iii) clarify the treatment of RECs under the contractual scheme of VPPAs. Accordingly, OTC platforms now have the additional objective of facilitating transactions between buyers and sellers in respect of contracts related to VPPAs and RECs, among others.
This note analyzes the draft amendments with reference to VPPAs.
The Promotion and Regulation of Online Gaming Act, 2025 (the “Online Gaming Act”) introduces a new regulatory framework for the gaming sector. The Online Gaming Act marks a significant shift in India’s approach to online gaming by recognizing and promoting e-sports and social games, while prohibiting all forms of real-money online games irrespective of whether they are skill- or chance-based. It extends in its application to both domestic and offshore operators targeting Indian users, as well as other participants in the gaming ecosystem such as financial intermediaries and advertisers.
The Online Gaming Act prescribes stringent penalties for non-compliance and establishes a central Gaming Authority with wide-ranging supervisory and enforcement powers.
This note analyzes the provisions of the Online Gaming Act, the regulatory and compliance risks for industry participants and its future implications.
The establishment of the National Company Law Tribunal (“NCLT”) and the National Company Law Appellate Tribunal (“NCLAT”) represented a pivotal moment in India’s corporate litigation landscape. These statutory tribunals were conceived as part of a broader project to modernise the adjudication of corporate disputes in India by relevant domain experts. However, nearly a decade after their operationalisation, the functioning of the NCLT and NCLAT has exposed a growing tension. The statutory architecture of the NCLT and NCLAT rests on exclusive jurisdiction-conferring clauses such as Section 430 of the Companies Act, 2013 (the “Companies Act”), and Section 60 of the Insolvency and Bankruptcy Code, 2016 (the “IBC”). These provisions expressly bar the jurisdiction of civil courts in matters where these tribunals are empowered to adjudicate. Appellate mechanisms under both the above statutes envisage a streamlined appeal mechanism from the NCLT to the NCLAT, and ultimately to the Supreme Court of India.
While in theory, this framework appears robust, in practice, however, these tribunals have become increasingly enmeshed in jurisdictional conflicts with civil courts, arbitral tribunals, sectoral regulators, and specialised adjudicatory bodies. As a result, the corporate litigation regime in India is characterised by procedural inconsistency, overlapping authority, leading to the tactical use of forum shopping by litigants.
In this note, we investigate these conflicts through a focused examination of four key domains that fall within the remit of the NCLT and the NCLAT: (i) corporate insolvency; (ii) corporate restructuring; (iii) shareholder governance and remedies; and (iv) auditor fraud and misconduct. The ambiguities in these areas have enabled litigants to exploit institutional gaps, undermining efficiency, delaying resolution and producing conflicting outcomes. To address these concerns, we propose certain legislative and procedural reforms aimed at restoring the exclusivity and institutional integrity that the framework was originally designed to achieve.
India’s maritime sector has expanded substantially over the past 10 years. To improve upon the growth spurt, the Government has recently adopted five new legislations with the aim to modernize regulations, boost investment and streamline port operations. This note seeks to highlight certain key provisions introduced in these pivotal legislations and recent policy.
The Securities and Exchange Board of India has introduced a new Co-Investment Vehicle Scheme (“CIV Scheme”) under the AIF Regulations, effective September 9, 2025, allowing Category I and II AIFs to offer co-investment opportunities directly to accredited investors. The CIV Scheme serves as an in-house alternative to the Co-investment PMS route, with clear rules on eligibility, investment limits, governance, and exits. Exemptions from certain AIF requirements provide operational flexibility, while safeguards such as ring-fencing of assets, pro-rata rights, and strict compliance standards ensure investor protection.
On August 13, 2025, a committee constituted by the Reserve Bank of India (“RBI”) released its report with respect to a proposed framework for the responsible and ethical enablement (FREE) of artificial intelligence (AI) models in the Indian financial sector (such report, “FREE AI Report”), pursuant to principles of transparency, responsibility, and ethical deployment. The proposed framework may require RBI-regulated entities, including banks, to undertake significant investments and operational changes, including with respect to new governance structures and capacity-building measures.
In general, the FREE AI Report provides an overview of potential compliance obligations which might be imposed on RBI-regulated entities through future AI-related regulation. In that regard, the report proposes a sector-specific approach based on amendments to existing regulations and new AI-specific rules. Accordingly, a principles-based framework has been recommended for developing new regulations to guide the development, deployment, and governance of AI. The report also recommends including AI regulation within the scope of certain existing RBI master directions, including on cybersecurity, digital lending, customer service, fraud detection, information technology (“IT”) governance, and outsourcing of IT services.
This note provides a broad overview of the FREE AI Report and discusses the ways in which RBI-regulated entities could act upon its recommendations, including for the purpose of preparing for future AI regulation. AI governance requirements may involve the design and implementation of measures and strategies to ensure that AI models deployed in the financial sector are safe, reliable, and trustworthy, including for enhancing customer confidence and trust, and facilitating greater integration of AI models in finance.