Webinar: Innovative Structures For Private Equity (Video Content)

An analysis of why formal entry in a company’s register of members is not always decisive for maintaining oppression and mismanagement proceedings, with reference to the Companies Act 1956, the Companies Act 2013 and recent Supreme Court precedent.

India's investment landscape is evolving as capital markets deepen and investors shift their focus from pure growth to governance, founder quality, and comprehensive due diligence. Drawing on insights from a recent seminar hosted by Withers KhattarWong and Khaitan Legal Associates, this analysis explores how investors are navigating opportunities in India's maturing market while managing founder dynamics, compliance challenges, and exit strategies.

In this episode, Neha discusses Vineet Pandey v. State of Uttar Pradesh & Ors. and a connected petition before the Allahabad High Court, Lucknow Bench.

India’s startup definition has long been tied to two basic limits: the age of the business and its annual turnover. The test was easy to apply, but it did not always reflect the reality of ventures whose growth does not follow a conventional timeline. Deep tech businesses may spend years on scientific research, product testing and technology development before earning meaningful revenue. Cooperative enterprises may also build innovative and scalable solutions, even though their ownership structure differs from that of a company or an LLP. As India’s startup ecosystem became more diverse, the earlier framework began to leave some genuine innovators outside its scope.

Business transfers can fail even after legal closing when operational contracts, tax and stamp-duty treatment, and governance rights have not been dealt with together. The buyer may acquire the business legally but still face disrupted operations, restricted commercial rights or unexpected tax liabilities from the first day.

A modest regulatory penalty can sometimes carry a larger transaction lesson. The recent adjudication order involving Fyle Technologies Private Limited is a good example. The Registrar of Companies, Bengaluru, penalised the company and four of its directors for approving share transfers in physical form even though the transferors had not first dematerialised their holdings.

Structuring an acquisition carries real consequences for control, liability, tax treatment, and continuity of a target’s contracts and licenses. The reverse triangular merger (“RTM”), or reverse subsidiary merger, is among the most widely used structures in USA M&A practice for the way it treats the target after closing.

India's Global Capability Centre (GCC) story has changed a great deal in recent years. What began as a way to move routine back-office and support work to India has grown into something far more strategic. GCCs today work on artificial intelligence, cybersecurity, engineering, product development, research and development, finance and analytics and increasingly sit at the heart of their parent companies' global operations.

For decades, the route from private enterprise to the public markets in India has followed a familiar script: an initial public offering, backed by diligence and disclosure, tested through price discovery and completed through admission to trading. That remains the conventional path, and for businesses seeking substantial primary capital and independent price discovery, it is often the right one but it is not the only one.

Compulsorily Convertible Preference Shares (CCPS) remain one of the most widely used instruments for venture capital and private equity investments in Indian companies. Their appeal lies in the ability to combine equity classification with negotiated economic and governance protections. But CCPS are not governed by a single, standalone statutory framework. Their legal treatment is instead shaped by the Companies Act, FEMA and foreign investment rules, tax law, and, where applicable, SEBI regulations.