August 2025 - S&R Associates

Dispute Resolution Clauses in Commercial Contracts: Lessons from the Supreme Court’s Ruling in South Delhi Municipal Corporation v. SMS Limited

Insights | August 27, 2025 | Practice Area: Litigation and Arbitration

Dispute resolution clauses in commercial contracts shape how parties address conflicts and the forums available for their resolution. In South Delhi Municipal Corporation v. SMS Limited, the Supreme Court has clarified that clauses which merely provide for internal review or administrative decision-making cannot be treated as arbitration agreements under Section 7 of the Arbitration and Conciliation Act, 1996. The Supreme Court stressed that an arbitration clause must clearly reflect the parties’ intent to arbitrate and align with best practices of modern arbitration. In this note, we examine the Supreme Court’s reasoning, compare the disputed clauses with model clauses of leading arbitral institutions, and highlight the lessons for drafting dispute resolution provisions in commercial contracts.

The RBI’s New Directions on Investments by Regulated Entities in Alternative Investment Funds

Insights | August 25, 2025 | Practice Area: Banking and Finance, General Corporate, Investment Funds, Regulatory

In the past few years, the Reserve Bank of India (“RBI”) has issued directions to regulate investments by banks, non-banking financial companies and other regulated entities (collectively, “REs”) in alternative investment funds (“AIFs”). These regulatory measures have been primarily intended to curb evergreening of loans by REs, where REs substitute their direct exposure to debtor companies with indirect exposure by investing in AIFs that, in turn, have investments in such debtor companies.
Recently, on July 29, 2025, the RBI introduced the Reserve Bank of India (Investment in AIF) Directions, 2025 (“New Directions”), which increase regulatory oversight over REs’ investments in AIFs while also relaxing some of the prohibitions of the prior regime. The New Directions will supersede the RBI’s prior circulars on this subject, in relation to new investment commitments made by REs in AIFs. This note analyzes the New Directions, the improvements from the prior regulatory framework and the concerns that remain to be addressed.

Clean Energy: Issue 2 of 2025

Periodic Roundups | August 12, 2025 | Practice Area: Clean Energy, Projects; Infrastructure and Energy, Regulatory

Issue 2 of 2025 of our Quarterly Roundup Series on Clean Energy covers the period between February and May 2025. This Issue tracks regulatory developments at both Central and State levels in the covered period with respect to solar energy generation, green hydrogen production, wind energy generation, tariff, connectivity, biogas, electric vehicles and e-mobility, and nuclear energy, and includes miscellaneous updates and key judicial decisions.
Significant developments in the covered period include clarifications on domestic content requirements for solar photovoltaic cells, issuance of the Green Hydrogen Certification Scheme of India, amended guidelines for tariff-based competitive bidding for power procurement from grid-connected wind solar hybrid projects, a landmark decision on whether the Central Electricity Regulatory Commission has jurisdiction to adjudicate tariff-related disputes involving nuclear power generation, new State-level regulations on green energy open access, operational guidelines to promote domestic manufacturing of electric passenger vehicles, issuance of new or revised State-level EV policies, a dedicated scheme for the implementation of biofuel projects in Madhya Pradesh, announcements on India’s Nuclear Energy Mission and establishment of taskforces to introduce legislative and regulatory changes in India’s nuclear energy sector, detailed procedures related to the offset mechanism under India’s Carbon Credit Trading Scheme, and draft guidelines for virtual power purchase agreements.

Recent Regulatory Developments in India (2025)

Insights | August 11, 2025 | Practice Area: Capital Markets, InvITs; REITs and Business Trusts, Real Estate

The Securities and Exchange Board of India (SEBI) has introduced certain amendments to the regulatory framework for real estate investment trusts (REITs) in 2025. These amendments primarily focus on ease of doing business and investor protection. This note provides an overview of the 2025 amendments.

Financing M&A Transactions in India: An Overview

Insights | August 8, 2025 | Practice Area: Banking and Finance, General Corporate, Mergers and Acquisitions

India has witnessed a sustained increase in domestic and cross-border mergers and acquisitions (“M&A”) transactions over the past few years. Despite global M&A activity being subdued this year, M&A deal volumes in India during the first half of 2025 saw an 18% increase in comparison with the first half of 2024. Multiple factors, such as large-scale digitization, favorable investor sentiment and increasing domestic consumption, have contributed to the significant interest of global investors to be a part of India’s growth story.
Acquisition financing, which refers to the process of securing capital to finance the acquisition of equity in another company, is critical to the success of M&A transactions. Such financing could be in the form of debt or equity, raised domestically or from offshore funding sources. In India, debt financing for acquisitions and, in particular, offshore debt, is highly regulated owing to various restrictions imposed by the Reserve Bank of India and Indian exchange control regulations. This note explores the principal funding routes available for financing inbound and domestic M&A in India and the key considerations for market participants when structuring such financing.

From Private to Public: SEBI’s New Roadmap for InvIT Conversion

Insights | August 6, 2025 | Practice Area: Capital Markets, Investment Funds, Regulatory

SEBI has proposed reforms to simplify the conversion of private listed InvITs into public ones by removing sponsor lock-ins and minimum contribution requirements, easing post-conversion liquidity norms, and aligning disclosure standards with follow-on offers. The changes aim to reduce compliance, attract investors, and foster InvIT market growth.

Use of Land for Clean Energy Projects in India

Insights | August 5, 2025 | Practice Area: Clean Energy, InvITs; REITs and Business Trusts, Projects; Infrastructure and Energy, Real Estate, Regulatory

India’s ambitious climate and clean energy targets are redefining the investment landscape for renewables and electric vehicles. As international and domestic players intensify their focus on these sectors, one of the most critical determinants of project viability is land.While dedicatedrenewable energy (“RE”)parks and/or designated zones with pre-acquired land and transmission infrastructure may help in streamlining project development, developers must still account for project-specific environmental clearances, construction permissions, and proximity to substations or transmission corridors.
With respect to solar and wind energy projects, as well as green hydrogen, significant land, real estate, and related infrastructural resources may be necessary, with site selection being one of the most critical early-stage considerations. Existing land-related challenges in India’s RE and green hydrogen sector involve availability, cost, and access issues, particularly for large-scale deployments, including on account of land conflicts, user restriction and domestic population density.
In general, securing/ acquiring land in India involves a complex matrix of legal, regulatory, and socioeconomic factors, including on account of varying ownership patterns across states, and issues such as fragmented titles, complicated land revenue systems, complex tenancy rights, litigation, and opposition from local communities.For energy companies, ‘clean tech’ and sovereign wealth funds, as well as infrastructure investors, the challenge lies in balancing legal certainty with commercial agility and social license.

India’s Export Outlook in Light of U.S. Tariffs

Insights | August 2, 2025 | Practice Area: International Trade, Regulatory, Tax

The recent announcement by U.S. President Trump regarding a 25% tariff on Indian exports, along with additional penalties linked to India’s continued defence and energy transactions with Russia, has introduced significant uncertainty into bilateral trade relations. The executive order formalizing adjusted reciprocal tariff rates is expected to affect a wide range of countries and Indian export sectors, including gems and jewelry, textiles, marine products, automotive components, electronics, and processed foods. While pharmaceuticals appear exempt for now, broader economic consequences such as currency volatility and pressure on small and medium enterprises are anticipated. The strategic linkage of trade penalties to India’s sovereign procurement decisions raises complex legal questions under World Trade Organization rules and may prompt India to consider both diplomatic and legal avenues for redress. As negotiations toward a bilateral trade agreement continue, India faces the challenge of balancing its geopolitical autonomy with the need to maintain stable access to key export markets.