Lenders Law

The proposed amendments to the Companies Act, 2013  mark a decisive shift in India’s corporate regulatory framework—balancing ease of doing business with stricter compliance enforcement. Drawing from the Notes on Clauses, the amendments reflect a move toward a flexible, prescription-driven regime, allowing the Government to calibrate compliance based on company size, nature, and activity. This post breaks down the key amendments and their practical impact. 1. Redefining “Small Company” – Expanded Eligibility: The threshold for classification as a small company has been significantly increased: Paid-up capital: up to ₹20 crore; Turnover: up to ₹200 crore. Why this matters:  Larger universe of companies benefit from: Reduced compliance burden; Simplified governance norms Particularly relevant for: Growth-stage startups and Mid-sized NBFC platforms. 2. Incorporation – Removal of Man...

Minority shareholder disputes are rarely factored into credit underwriting. In practice, they surface precisely when lenders least want friction—during enforcement, restructurings, schemes of arrangement or exits. When they do, they slow timelines, destabilise valuations and weaken recoveries. This write up examines minority shareholder rights not as a corporate governance abstraction, but as a transaction and enforcement risk. Viewed through a lender and investor lens, minority claims often operate as delay levers—capable of stalling deals, reopening valuations and complicating otherwise executable resolutions. In distressed Indian companies, minority risk is rarely fatal—but it is frequently expensive. While minority shareholders often find themselves in a structurally weak position within Indian companies. However, for lenders, investors and in-house legal teams, minority shareholder disputes are no longer a purely equity-side issue—they directly impact enforcement timelines, transa...

Contribution Agreements are often presented as standard form documents with limited scope for negotiation. In practice, however, they operate as core risk allocation instruments — and careful drafting can materially influence investor rights, governance, and downside protection. While commercial terms may be largely set, the legal framework around them is far from rigid. From transfer restrictions and co-investment structures to removal rights and drawdown conditions, there is meaningful scope to recalibrate how risk is shared between the Investment Manager and contributors. This post highlights key areas where targeted negotiation and precise drafting can significantly enhance investor protections — without disrupting the underlying commercial understanding. 1. Transfer of Units – Limiting Manager Discretion: A frequent issue arises in provisions that subject transfers to conditions “as the Investment Manager may determine in its discretion.” Such language is inherently broad an...

Bitcoin lending has evolved from informal peer-to-peer arrangements into structured credit products , often routed through offshore special purpose vehicles (SPVs) and regulated intermediaries. At its core, bitcoin lending allows a borrower to access liquidity either in fiat or stablecoins , against a promise to repay with interest—sometimes with bitcoin involved as collateral, sometimes as the loan asset itself. For Indian lenders, fintechs, and compliance teams, the key question is no longer whether bitcoin lending exists, but how the risk is structured , where the enforceability sits , and whether it resembles credit or custody under Indian law. Two Distinct Models: A.  Bitcoin-Backed Loans (Collateralised Model): In a bitcoin-backed loan: The borrower pledges bitcoin as collateral; The lender disburses fiat currency or stablecoins; Bitcoin is typically custodied, escrowed, or controlled via smart contracts; Loan-to-Value (LTV) ratios, margin calls, and liquid...