In today’s digital landscape, the convergence of advanced technologies and sophisticated design strategies has led to the emergence of deceptive practices that compromise user autonomy and trust. Notably, “Dark Patterns”, manipulative design elements in user interfaces, and “Deepfakes”, Artificial Intelligence (“AI”) generated synthetic media, have become prevalent tools for misinformation and user manipulation. This article delves into the intricacies of these deceptive practices, examining their mechanisms, potential consequences, and the current regulatory frameworks addressing them.

Dark Patterns: The Silent Manipulator

The Central Consumer Protection Authority (“CCPA”) notified Guidelines for Prevention and Regulation of Dark Patterns, 2023 (“Dark Pattern Guidelines”), under Section 18 of the Consumer Protection Act 2019 (“CPA 2019”), on November 30, 2023. The Guidelines define ‘Dark Patterns’ as “practices or deceptive design patterns using user interface (UI) or user experience (UX) interactions on any platform that is designed to mislead or trick users into doing something they originally did not intend or want to do, by subverting or impairing the consumer autonomy, decision making or choice, amounting to misleading advertisement or unfair trade practice or violation of consumer rights.”

Annexure I to the Dark Pattern Guidelines provides a non-exhaustive list of what might constitute dark patterns:

1. False Urgency: False urgency refers to misleading tactics that create a sense of scarcity or time pressure to influence user decisions. This includes exaggerating product popularity or falsely limiting availability, such as stating ‘Only 2 rooms left! 30 others are looking at this right now‘ without proper context. Another example is framing a sale as an ‘exclusive’ or time-sensitive offer to push users into making a purchase.

2. Basket Sneaking: Basket sneaking is the inclusion of additional items in the cart such as products, services, payments to charity or donation at the time of checkout, for instance, pre-selected gift wrapping that a user did not purchase.

3. Confirm Shaming: Confirm shaming manipulates users by instilling fear, shame, or guilt to coerce purchases or subscription renewals. For example, a flight booking platform might warn “I will stay unsecured” if insurance isn’t added, or a shopping site might add a charity donation with a dismissive phrase like “charity is for rich, I don’t care“. This tactic pressures users into desired actions by exploiting their emotional vulnerabilities.

4. Forced Action: Forced action occurs when a user is compelled to purchase additional goods, subscribe to unrelated services, or sign up for things they didn’t originally intend to access the initially desired product or service. This can include blocking access to a paid service unless an upgrade is purchased, requiring a newsletter subscription to buy a product, or forcing the download of an unrelated app to access advertised features. Essentially, it’s manipulating the user’s intended path by making additional purchases or actions mandatory.

5. Subscription Trap: A subscription trap intentionally obstructs the cancellation of a paid subscription by making the process impossible, complex, hidden, or confusing. This can include requiring payment information for free trials, employing ambiguous cancellation instructions, or simply making the cancellation option difficult to find. Ultimately, it aims to keep users paying for a service they no longer want.

6. Interface Interference: Interface interference manipulates user interfaces by highlighting specific information while obscuring other relevant details, ultimately misdirecting users from their intended actions. This can involve tactics like making “no” options less prominent in pop-ups or using deceptive icons that trigger unwanted actions instead of closing windows. Essentially, it’s a design strategy that prioritizes influencing user choices over clear and honest presentation of options.

7. Bait and Switch: Bait and switch is a deceptive tactic where a desirable offer is advertised to attract customers, but then an alternative, often less appealing or more expensive option is presented instead. For instance, a seller might advertise a high-quality product at a low price, only to claim it’s unavailable when the customer is ready to buy, pushing a similar but pricier item. This practice lures customers in with a tempting offer, then exploits their interest by substituting it with something else.

8. Drip Pricing: Drip pricing is another manipulative practice where price elements are hidden or revealed gradually, often increasing the final cost beyond what was initially presented. This includes charging a higher amount post-purchase than the initial checkout price, advertising a product as “free” without disclosing limitations or required in-app purchases, or preventing access to a paid service without additional purchases. Essentially, it’s about obscuring the true cost to make the initial offer seem more attractive.

9. Disguised Advertisement: Disguised advertisement refers to the practice of concealing ads by presenting them as something else, like user-generated content, news articles, or other non-advertising formats. Sellers and advertisers are responsible for disclosing when their platform content is actually an advertisement.

10. Nagging: Nagging is a dark pattern that overwhelms users with excessive requests, information, options, or interruptions unrelated to their intended transaction, disrupting the process. This can manifest as constant prompts to download an app, requests for phone numbers under false pretences of security, or persistent notification requests without a clear “no” option. Essentially, it’s using repetitive and intrusive tactics to pressure users into actions they may not want to take.

Further to combat deceptive practices like Drip Pricing and Disguised Advertisements, the CCPA and the Department of Consumer Affairs have also introduced other comprehensive guidelines. The Guidelines for Prevention and Regulation of Greenwashing or Misleading Environmental Claims, 2024, ensure transparency and accuracy in advertisements related to environmental sustainability. These guidelines specifically address misleading environmental claims that falsely exaggerate the eco-friendliness of a product or service, whether through online or offline channels. Additionally, the Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, set clear standards for truthful advertising, prohibiting false claims and ensuring that all mandatory fees are disclosed upfront. Recognizing the influence of celebrities and social media influencers, the Additional Influencer Guidelines for Health and Wellness Celebrities, Influencers and Virtual Influencers 2023, mandate that celebrities, influencers and virtual influencers presenting themselves as health experts or medical practitioners, when sharing information, promoting products or services or making any health-related claims must provide clear disclaimers, ensuring the audience understands that their endorsements should not be seen as a substitute for professional medical advice, diagnosis or treatment. These initiatives collectively aim to curb deceptive practices and strengthen consumer protection.

Analysis

At first glance, the Dark Pattern Guidelines appear to be a step in the right direction. However, the disclaimer in Annexure I, which describes the list as illustrative, contradicts the broader principle of the Dark Pattern Guidelines, which state that anyone engaging in the listed activities would be considered to be using Dark Patterns. This inconsistency creates ambiguity in interpretation and weakens the enforceability of the Guidelines. The widespread use of Dark Patterns has significantly impacted consumer autonomy, making them more vulnerable to deceptive practices. To address this issue effectively, a clear and well-structured regulatory framework is necessary, one that ensures businesses provide their services transparently rather than imposing them on consumers.

Globally, the regulation of dark patterns is still in its early stages. So far, the responsibility for curbing such deceptive practices has largely fallen on data protection authorities and consumer protection agencies. This is because dark patterns often involve the manipulation of user privacy. India needs to develop a robust enforcement mechanism while simultaneously crafting innovative solutions tailored to its own legal and digital landscape.

Deepfakes

Deepfakes, much like dark patterns, distort reality to manipulate user perception and decision-making. Both exploit cognitive biases whether through misleading endorsements, fabricated media, or deceptive interfaces to deceive individuals. As AI-generated synthetic media continues to blur the line between truth and deception, Deepfakes have become a growing global concern, including in India. These hyper-realistic forgeries not only mislead individuals but also manipulate public opinion and disrupt financial markets.

Understanding Deepfakes

Deepfakes are AI-generated media that alter or fabricate videos, images, or audio recordings to make individuals appear to say or do things they never did. Using techniques such as face reenactment, generation, swapping, and speech synthesis, Deepfakes convincingly manipulate a person’s face, voice, or likeness. While deepfake technology has positive applications in entertainment and accessibility, its misuse in areas like politics, finance, and media raises serious ethical and legal concerns.

India witnessed a concerning Deepfake incident last year when a morphed video featuring the chief executives of the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) surfaced online. The video falsely depicted them giving stock recommendations to the public, causing panic and confusion among investors. In response, both stock exchanges swiftly issued cautionary statements warning investors not to trust such misleading content. This incident highlights the growing risks posed by Deepfakes, particularly in financial markets.

Recognizing the growing concerns over misinformation, the Union Government on November 7, 2023, issued an advisory under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, urging social media platforms to detect and remove Deepfake content within 36 hours of receiving complaints. Another advisory, dated December 26, 2023, emphasized the need for intermediaries to clearly outline prohibited content, such as impersonation, in their user policies and agreements. While these measures are a step toward addressing the issue, they reflect India’s current reliance on advisories, rather than a comprehensive legal framework specifically targeting Deepfakes.

Analysis

Though the term ‘Deepfake’ is not explicitly defined under Indian law, several existing laws, including the Information Technology Act, 2000, Bharatiya Nyaya Sanhita, 2023, and the Digital Personal Data Protection Act, 2023, may apply. However, there are gaps in the legal framework that need attention. The rapid spread of Deepfakes can severely impact public perception, reputation, and privacy, especially in cases of defamation or exploitation. Court actions often fail to provide timely relief, which makes it difficult to mitigate the damage effectively. Moreover, identifying perpetrators can be difficult, and the delay in legal proceedings may make remedies ineffective if the Deepfake has gone viral. Social media platforms must take a more proactive role in detecting and removing such content to minimize the harm.

As the nature of AI continues to evolve, an effective regulatory framework is crucial for tackling Deepfakes. The European Union has made significant progress by drafting the world’s first ‘Artificial Intelligence Act,’ which classifies and regulates AI-based systems based on their risk implications. While the AI Act does not outright ban AI applications, it restricts their use in specific scenarios and imposes strict compliance requirements on AI developers, including transparency in training data and adherence to copyright laws.

In contrast, India has thus far taken a more cautious approach, focusing on leveraging AI’s potential while urging social media platforms to take proactive steps in monitoring and removing harmful content. The current legal framework, based on the intermediary responsibility under the IT Rules, 2021, remains limited in scope, and the extent of intermediary liability is still evolving. As these platforms gain more technological capabilities, their obligations under Indian law are likely to become stricter. However, to address the growing challenges posed by Deepfakes, India would benefit from establishing more specific, well-defined guidelines that directly tackle this emerging threat.

To strengthen the regulatory response to Deepfakes, India could draw inspiration from other countries, such as the United States. While India has relied on advisories under the IT Rules, 2021, the US has taken a more legislative approach, enacting laws like the Malicious Deep Fake Prohibition Act, 2019, the Identifying Outputs of Generative Adversarial Networks (IOGAN) Act, 2020, and the Deepfakes Accountability Act, 2023. These laws focus on criminalizing malicious Deepfakes, studying the technology, and establishing accountability for creators and distributors. India could consider adopting similar legislative measures to complement its current regulatory framework, thereby strengthening its response to the dangers posed by Deepfakes.

Conclusion

India has taken significant steps to regulate digital deception through consumer protection guidelines and intermediary rules. While the Dark Pattern Guidelines provide a foundation for addressing manipulative design practices, their ambiguity may hinder enforcement. Similarly, the government’s response to Deepfakes, though proactive, remains reliant on advisories rather than a dedicated legal framework. Given the rapid evolution of AI-driven deception, a more robust regulatory approach—drawing from global best practices is necessary. The strengthening of enforcement mechanisms, enhancing platform accountability, and introducing comprehensive legislation will be crucial in safeguarding consumer rights and information integrity in the digital age.

This article was first published in Lexology.

Introduction

Several Indian statutes and regulations prohibit actions done in a manner that is prejudicial to the interests of specified stakeholders. The term ‘prejudice’ has been defined as “damage or detriment to one’s legal rights or claims”.^[1] The (Indian) Companies Act, 2013 (“Act”) contains multiple provisions which state that certain acts may be undertaken in a manner not prejudicial to the rights and interests of the company itself or its stakeholders or the public. Similarly, the (Indian) Income-Tax Act, 1961 and other state tax legislations use the term ‘prejudicial’ to denote a harm to the interest of the assessee or the revenue. Across different statutes and regulations, the term has been used to denote a negative effect on the affected party/stakeholder. These statutes and regulations typically do not prescribe guidelines on what constitutes prejudice, and hence it is essential to rely on caselaw to evaluate whether an action constitutes prejudice.

Constitutional Law Jurisprudence

In constitutional law, there is a requirement to ensure that no prejudice is often provided in the context of fundamental rights. Therefore, observing substantive and procedural fairness in taking the action in question is highly important.

In the landmark case of Maneka Gandhi v. Union of India,^[2] the Supreme Court attempted to integrate the American jurisprudence of ‘due process of law’^[3] onto the Indian standard of ‘procedure established by law’. The apex court held that even though the authorities were legally empowered to impound the petitioner’s passport under section 10(3)(c) of the Passports Act, 1967, their failure to observe a cardinal principle of natural justice, i.e., of presenting an opportunity to be heard (audi alteram partem), failed to mitigate procedural prejudice. Furthermore, unreasonably and unfairly impinging the fundamental rights granted under Article 19^[4] and Article 21^[5] of the Indian Constitution caused substantial prejudice which should not allow the administrative order to escape scrutiny behind the guise of following the procedure established by law. Therefore, an act done following the procedure established by law must not be oppressive, arbitrary or fanciful; it must be fair, just and reasonable in relation to substantive and procedural rights, to avoid being deemed prejudicial.^[6]

However, it has also been seen where a provision of law which might be prejudicial to the interests of a person or class of persons, if made in the public interest, is not necessarily unconstitutional.^[7] In Maganlal Chhagganlal (P) Ltd vs Municipal Corporation of Greater Bombay,^[8] introduction of a special and quicker procedure for the removal of unauthorized occupants from municipal premises under the Bombay Municipal Corporation Act, 1888^[9] was challenged. The Supreme Court held that the challenged provision did not violate Article 14,^[10] despite it bypassing the usual civil suit procedure established for eviction from private premises. The Court concluded that bypassing the civil suit procedure was justified on grounds including the need for prompt eviction in the public interest, and the fact that the provision under challenge incorporated adequate procedural safeguards, like right to appeal and right to be heard.^[11]

Tax Law Perspective

Under taxation law, the term ‘prejudicial’ is interpreted from two different standpoints: first, from the perspective of the government/ revenue authorities that are entitled to collect taxes and second, from the perspective of the assessee or the tax payer.

Any erroneous order, decision or assessment that results in a loss of tax revenue or prevents the government from collecting an amount of tax that a taxpayer is legally liable to pay, can be considered prejudicial to the interests of revenue.^[12] However, every instance of loss of revenue as a consequence of an order of assessing officer cannot be deemed as prejudicial to the interest of revenue. For instance, where the assessing officer merely adopts one of the courses permissible in law and that leads to a loss in tax revenue or where he adopts one of the several possible interpretations of a provision that the commissioner disagrees with, the same cannot be deemed prejudicial unless the view (taken by the assessing officer) is legally untenable.^[13] Prejudice requires an order passed to be erroneous. An order made without application of mind, without applying principles of natural justice, on an incorrect assumption of facts or incorrect application of law would be considered erroneous. For instance, the assessing officer’s error in categorizing an amount as taxable under ‘income from other sources’, thereby causing a loss in tax that the revenue authority is rightfully entitled to collect,^[14] or an order made based on unverified data/unverified income leading to incorrect assessment,^[15] would be considered erroneous.

For taxpayers, in the case of Jagadindra Kumar and ors. vs. Revenue Commr.^[16], the Orissa High Court while reviewing a revised order made by the revenue commissioner, held that where an order does not enhance the assessment, or does not put the assessee in a worse position than before or merely maintains the status quo, such an order cannot be deemed prejudicial to the assessee. Therefore, in order to prove that an order is prejudicial, it is pertinent that it places the taxpayer in a worse position than he was in, prior to such order.

“Prejudicial” Under Company Law

The question of prejudice is decided on a case-by-case basis. Factors that lead to a conclusion that an action taken was prejudicial to a certain stakeholder or stakeholders include violation of applicable law, violation of constitutional documents or of internal policies of the company.^[17]

Courts have had the occasion of evaluating whether prejudice has been inflicted in the context of sections 241 and 242 of the Act, which pertain to prevention of oppression and mismanagement. Section 241 of the Act, enables a member of a company to apply to the Tribunal if he has a complaint that the affairs of the company are being run in a manner that is prejudicial to his interests or interests of another member or class of members or the interests of the public or interests of the company itself. A member may also complain of any material change that has taken place because of which it is likely that the affairs of the company will be conducted in a manner that is prejudicial to the interests of the company or its members. It is noteworthy that the courts have opined that a single instance of harmful or adverse conduct is not sufficient to demonstrate prejudice/oppression/mismanagement, rather, a series of acts that inflict a detrimental effect must be shown to make a case under these sections.^[18]

A leading case is the Supreme Court ruling in Tata Consultancy Services Ltd. vs Cyrus Investments Pvt. Ltd. and ors.^[19] In this case, Mr. Cyrus Mistry’s grievances primarily stemmed from his ouster from the Board of Tata Sons, which he argued was carried out illegally and in violation of proper governance procedures. He also argued that the company’s articles of association contained provisions which were skewed to favour certain stakeholders and had a prejudicial effect on the interests of the minority. Further, he alleged that the company’s affairs were being prejudicially conducted owing to the concentration of decision making in the hands of Mr. Ratan Tata and the Tata Trusts, which led to poor corporate governance and a series of loss-incurring transactions.

The Supreme Court combined a conduct and effects-based approach to scrutinize the effect as well as the conduct of the company and whether the conduct caused unfair harm or detriment to the minority stakeholders. Reading prejudice alongside oppression/mismanagement, the Court observed that an infliction of disadvantageous position, or removal from directorship of the Board does not by itself, tantamount to prejudice under the section. It is pertinent to prove that there was mutual trust and confidence in the nature of quasi-partnership between the two groups and consequently, the acts complained of, led to the breakdown of that mutual trust to the extent that it became ‘just and equitable’ for the company to be wound up.^[20] However, here, the Court observed that there was no quasi-partnership between the Tata group and the Shapoorji Pallonji group, and hence, the question of breakdown of mutual trust does not arise. Moreover, a mere lack of confidence between the majority and minority shareholder group does not qualify as a just and equitable cause.

The Court also highlighted several instances that weakened a claim of prejudice by the minority shareholder group, including, where the minority had benefited from the arrangement and policies of the Company, where the minority had consented to, had knowledge of or had participated in the formulation of the impugned articles of association, and the minority’s failure to oppose certain transactions at the time of their ratification. Additionally, a lapse of significant amount of time since the occurrence or ratification of the impugned acts coupled with the absence of a quasi-partnership or breakdown in trust severely undermined any claims of prejudice. The Court also highlighted that removal from directorship, or unwise commercial decisions or a mere dissatisfaction from being voted out does not suffice as ground for winding up the company and hence, cannot be deemed prejudicial to the interests of the company or any of its member(s).

Conclusion

As can be seen from above, an evaluation whether the challenged action was ‘prejudicial’ to the relevant stakeholder requires an inquiry into unfairness caused, disadvantage or detrimental position inflicted to the party in question. It is also seen that company law has a higher burden of proof to establish that an act is prejudicial. As a practical matter, an allegation/concern that an action is/might be prejudicial to a stakeholder can be mitigated to a great extent by proper compliance with law and relevant policies, following a reasonable procedure which includes proper notice and an opportunity for the complainer/potential complainer to be heard, a balanced commercial rationale (for taking the challenged action), etc.

This article was first published in Lexology.

Introduction

A1. A company typically undertakes an unpriced financing round (referred to in this article as a ‘convertible round’) when the investor and the company choose not to determine the company’s valuation at that time. This often occurs when the company is at a very early stage, lacking sufficient data points to establish a valuation, or in the case of a bridge financing round, where the investors and the Company prefer to defer the valuation until the company raises a larger round. Bridge rounds are typically entirely or substantially contributed by existing investors.

A2. The manner in which the securities in a convertible round (“convertible shares”) are ‘priced’ is elaborated in paragraphs B1 and B2 below.

A3. The instruments available in the Indian market for convertible rounds are

1. Compulsorily Convertible Debentures.
2. Compulsorily Convertible Preference Shares; and
3. Convertible Notes.

Why are debentures and preference shares required to be compulsorily convertible in an equity financing round?

A4. It is permissible for an Indian company to issue non-convertible debentures, optionally convertible debentures, and fully/compulsorily convertible debentures. Similarly, it is permissible for an Indian company to issue non-convertible preference shares, optionally convertible preference shares, and fully/compulsorily convertible preference shares. Notwithstanding this, in convertible rounds, only fully/compulsorily convertible debentures and preference shares are issued.

A5. Non-convertible and optionally convertible debentures and preference shares offer a debt-like protection to the capital (the company has an obligation to return the capital in the case of non-convertible debentures and preference shares), and the investors have the right to demand the capital from the company in the case of optionally convertible debentures and preference shares), in each case, with a pre-determined ROI. In other words, the risks associated with equity investments are absent fully or partially in non-convertible and optionally convertible debentures and preference shares. The usual commercial understanding is that a convertible round is an equity round.

A6. Further, India’s foreign direct investment (FDI) framework permits foreign investors making FDI investments to invest only in equity instruments (the term “equity instruments” encompasses equity shares, fully convertible debentures, fully convertible preference shares, and share warrants issued by an Indian company.

Compulsory Convertible Debentures (CCDs) and Compulsory Convertible Preference Shares (CCPS):

B1. Pricing of CCDs and CCPS: Where CCDs or CCPS are issued to foreign investors, pricing guidelines under the Indian FDI framework and the valuation norms under the Companies Act, 2013 (“Act”) must be complied with while pricing CCDs or CCPS. Where CCDs or CCPS are issued to Indian resident investors, the valuation norms under the Act have to be complied with. The pricing guidelines under the FDI framework mandate that equity instruments of Indian companies may be issued or transferred to foreign investors at the ‘fair market value’ of such instruments determined as per any internationally accepted pricing methodology for valuation on an arm’s length basis duly certified by a chartered accountant or a merchant banker registered with the Securities and Exchange Board of India or a practicing cost accountant, in the case of an unlisted Indian Company. The valuation norms under the Act mandate that the price of the shares or other securities to be issued on a preferential basis, either for cash or for consideration other than cash, shall be determined on the basis of valuation report of a registered valuer. The discounted cashflow method is the commonly used valuation methodology under the pricing guidelines and the Act. Under both the FDI framework and the Act, the rule is that the conversion price should not be lower than the fair value determined at the time of issuance. The FDI framework mandates that the conversion formula and the lowest price at which convertible instruments could be converted must be determined at the time of issuance of the convertible securities. The Act read with Rule 13 of The Companies (Share Capital and Debentures) Rule, 2014 provides two options to determine the conversion formula and the price: (a) either upfront at the time of issuance of the convertible securities, or (b) at the time, which shall not be earlier than thirty days to the date when the holder of convertible security becomes entitled to apply for shares, on the basis of the valuation report of the registered valuer given not earlier than sixty days of the date when the holder of convertible security becomes entitled to apply for shares. Provided that the company shall take a decision on (a) or (b) at the time of the offer of convertible security itself and make such disclosure in the explanatory statement.

B2. Convertibles shares are structured to be priced upon the occurrence of a subsequent priced round, with or without a discount from the priced round’s valuation. The terms of unpriced convertibles usually also provide for determination of price upon lapse of a specified period if the subsequent priced round has not occurred within such period at a pre-determined valuation (which in companies that have previously raised a priced funding round is often the company’s valuation in the latest equity funding round prior to the convertible/unpriced round) or at a valuation calculated based on the company’s then prevailing financial metrics (for instance “x” times annualized revenue run rate, or “y” times trailing 12 month EBITDA/revenue).

B3. Conversion of CCDs: The terms of CCDs issued in convertible rounds often provide for conversion of the CCDs first into Compulsorily Convertible Preference Shares (“CCPS”), which eventually convert into equity shares. Conversion of CCDs into CCPS (as opposed to equity shares) entitles the convertible round investors to liquidation preference rights. While the Act does not explicitly provide that such ‘two-step’ conversion is permissible, the Act also does not restrict/prohibit such two-step conversion. Questions regarding the permissibility of such two-step conversion are occasionally raised. However, the prevailing market view, based on the views of relevant stakeholders and Authorized Dealer (AD) Banks at the time of publishing this article, is that there is no bar on such two-step conversion.

B4. Conversion of CCPS: CCPS are typically convertible at the earlier to occur of (a) IPO of the company; (b) nineteen or twenty years from the issuance of the CCPS; or (c) when the CCPS holder(s) requests the company for conversion. Under Indian law, a company is required to convert all outstanding convertible securities prior to the public listing. Similarly, under the Act, twenty years is the maximum period that preference shares are permitted to be outstanding (i.e., preference shares must be converted or redeemed within twenty years of issuance).

B5. A practical note related to anti-dilution protection: The terms of CCDs and CCPS usually provide for valuation protection for their holders (commonly known as ‘anti-dilution protection/adjustment’) by way of limited or full protection against a future issuance of equity shares or convertible instruments at a valuation lower than the valuation at which the relevant CCDs or CCPS were issued. For unpriced CCDs and CCPS, the extent of anti-dilution protection/adjustment would be capable of being calculated only once CCDs/CCPS are priced.

Convertible Note:

C1. Convertible Notes can be termed as the Indian version of SAFE notes. Convertible Notes are debt securities convertible into equity shares. Indian companies were permitted to issue Convertible Notes under a notification dated June 29, 2016, issued by the Ministry of Corporate Affairs. This notification amended the Companies (Acceptance of Deposits) Rules, 2014 and exempted loans raised by companies registered as startup companies from being treated as public deposits (it is impermissible for companies other than banking company and non-banking financial company as defined in the Reserve Bank of India Act, 1934, to accept public deposits, except in the manner as provided under the Act). An Indian registered start-up may issue Convertible Notes to a person resident outside India provided it complies with the requirements prescribed under the Foreign Exchange Management (Non-Debt Instruments) Rules of 2019. Furthermore, the issuance of equity shares against such Convertible Notes must comply with the entry route, sectoral caps, pricing guidelines, and other attendant conditions for foreign investment.

C2. Convertible Notes are also structured with similar pricing dynamics as unpriced CCDs and CCPS. A Convertible Note is defined as an “instrument evidencing receipt of money as a debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of the company upon occurrence of specified events and as per the other terms and conditions agreed to and indicated in the instrument.”

C3. To issue Convertible Notes, a company must satisfy the following pre-conditions:

1. Obtain recognition/registration as a “Startup” by the Department for Promotion of Industry and Internal Trade (DPIIT).
2. The investment per investor must be a minimum of INR 25 lakh in a single tranche; and
3. Convertible Notes must be repayable or convertible into equity shares within a period not exceeding 10 years from the date of issue. However, as per the (Non-Debt Instruments) Rules of 2019, the time period for repayment or conversion of Convertible Notes is 5 years from the date of issue.

C4. The procedural requirements for issuing Convertible Notes are lighter than those for issuing other equity instruments such as compulsorily convertible preference shares, compulsorily convertible debentures and equity shares. Perhaps the most important procedural/statutory relaxation for issuing Convertible Notes is that there is no statutory requirement to undertake a formal valuation exercise. Valuation can be deferred to the future at the time of conversion of the Convertible Note. Additionally, while investing in Convertible Notes, investors typically accept limited rights in the company, similar to what is found under SAFE notes.

C5. Conversion of Convertible Notes: The conversion of Convertible Notes typically occurs when the company undertakes a subsequent “priced” funding round. This approach aims to enable the company to develop its business sufficiently to establish valuation metrics. In certain instances, conversion may also occur during a liquidity event, such as an acquisition that takes place before the Convertible Notes convert into equity.

C6. Convertible Notes are, therefore, issued with the understanding that they will convert into the company’s equity shares based on the valuation determined at the time of the next funding round. Conversion usually occurs at a discount to the subsequent round’s valuation and may be subject to a valuation cap and/or floor, rewarding the early investors for taking a risk at an early stage. While the exact valuation remains undetermined, both investors and founders typically operate under certain assumptions regarding the valuation range that the company has or is expected to achieve.

C7. Another notable feature of Convertible Notes is that they may be converted only into equity shares (rather than CCPS). While Convertible Notes, being in the nature of debt instruments, enjoy priority for distribution at a liquidation, once converted into equity shares, the investors who originally invested in Convertible Notes would not enjoy statutory liquidation preference. Given this, sophisticated financial investors like venture capital funds are seen to prefer CCDs or CCPS over Convertible Notes while making early-stage unpriced investments.

This article was first published in Lexology.

Prelude:

As India moves steadily towards financial inclusion and a cashless economy, the RBI issued the Reserve Bank of India (Bharat Bill Payment System) Directions, 2024 (“BBPS Directions”)^[1] on February 29, 2024, exercising its powers conferred under the Payment and Settlement Systems Act, 2007 (“PSS Act”). These Directions are a pivotal initiative designed to streamline and centralize bill payments across the country. The Bharat Bill Payment System (“BBPS”), launched by the National Payment Corporation of India (“NPCI”), integrates a multitude of bill payment services into a single, cohesive platform. These services include utility bill payments (electricity, water, gas, telephone), DTH, cable TV recharges, mobile prepaid and postpaid payments, loan repayments, credit card repayments, mutual fund payments, schools and universities fees, municipal taxes, subscriptions and club membership payments.

Previously, bill payment systems in India were fragmented across various platforms and service providers, leading to inefficiencies such as inconsistent processing timelines and fragmented customer services, and security concerns related to inconsistent standards of protection against fraud and unauthorized transactions. Recognizing the critical role of BBPS in India’s digital payment ecosystem, the Reserve Bank of India (“RBI”) introduced the BBPS Directions, which came into effect from 01 July 2024. These BBPS Directions are part of broader efforts to refine and strengthen the operational framework of BBPS and uniformly address the abovementioned challenges. In this article, we aim to explore the impact of BBPS Directions on India’s digital payment landscape.

The RBI’s New Mandate:

The introduction of BBPS Directions represents a strategic measure to overhaul credit card bill payments in India. The BBPS Directions outline the new compliance requirements and the operational framework for the BBPS. According to the BBPS Directions, BBPS participants, including banks and non-bank entities, are required to integrate with the BBPS infrastructure to ensure seamless processing of credit card bill payments.

The RBI’s new mandate includes significant measures such as the compulsory inclusion of credit card bill payment within the BBPS and the introduction of stringent compliance requirement for payment aggregators. According to the BBPS Directions, any entity, other than a biller (i.e., for example a credit card issuer or a telecom service provider etc.), which operates a system for bill payments outside the BBPS is classified as a ‘payment system’ under section 2(1)(i) of the PSS Act 2007.^[2] This classification requires such entities to obtain authorization as per Chapter III of the PSS Act as “payment systems”.^[3] This mandate combines licensing requirements and mandatory integration, ensuring that the third party payment service providers and aggregators either integrate with BBPS for processing credit card bill payment or obtain authorization to operate independently. The objective is to standardize, bill payments, enhance security, and ensure comprehensive regulatory oversight within India’s digital payment ecosystem.

The BBPS Directions consolidate various legislative measures previously put forth by the RBI to strengthen the digital payment landscape. These include the guidelines on the regulation of Payment Aggregators and Payment Gateways (March 2020)^[4], which set forth due diligence requirements, the Online Dispute Resolution (ODR) System for the digital payment landscape (August 2020)^[5], which established protocols for managing and resolving payment disputes for various bill payment operations and the harmonization of Turn Around Time (TAT) and Customer Compensation for Failed Transactions (September 2019)^[6] which introduced standardized timelines and a compensation regime for addressing failed transactions.

Rationale Behind the Mandate:

The RBI’s mandate is driven by the following objectives: –

1. Enhancing security: By routing the credit card bill payments through the BBPS instead of through unregulated entities (i.e., entities not authorized as a ‘payment system’ by the RBI), the RBI aims to create a more secure payment environment for all such credit card transactions. The BBPS platform is designed with robust security measures, such as having messaging format structure and standards, techno-functional guidelines, and the data security standard guidelines to minimize the risk of breaches and protect against fraud and unauthorized transactions. Centralizing bill payments under BBPS ensures that these stringent security protocols are consistently applied across all transactions, thereby enhancing consumer confidence in digital systems.

One of the key objectives of the BBPS Directions is to uniformly apply security standards across all the participants, including the customer operating units and biller operating units together categorized as Bharat Bill Payment Operating Unit (BBPOU’s) and agent institutions. This uniformity ensures that all the entities within the BBPS framework adhere to the same level of security protocol, thus minimizing vulnerabilities and inconsistencies that could potentially be exploited by malicious actors. Additionally, the central unit, NPCI Bharat BillPay Ltd (NBBL), oversees the entire BBPS ecosystem. This centralization facilitates continuous monitoring and real time supervision of transactions, which is crucial for the early detection of the fraudulent activities and the swift implementation of the corrective actions. Moreover, this centralized oversight simplifies auditing and compliance checks, ensuring that all participants adhere strictly to regulatory requirements.

BBPS Directions also prioritize consumer protection and provides a robust framework for complaint management and dispute resolution, making BBPS a reliable platform for digital payments in India. This framework includes a centralized system that enable consumers to easily raise and resolve issues related to the transactions. The systematic handling of disputes, coupled with the use of a BBPS reference number of each transaction, ensures both traceability and accountability.

2. Better oversight on credit card bill payments: The RBI aims to enhance its oversight of credit card bill payments by centralizing them through BBPS. Currently, credit card bill payment transactions occur on diverse billing systems and varying compliance standards among banks and non-banks entities which follow diverse security protocols and compliance standards. This lack of uniformity in security and compliance protocols create a systemic risk. This fragmentation can lead to gaps in monitoring, delayed identification of fraudulent activities, and inconsistencies in the application of security protocols, ultimately compromising the stability and integrity of the financial system.

The BBPS system addresses these gaps by providing a centralized and standardized platform for processing credit card bill payments. This centralization facilitates improved visibility into transaction volumes, payment patterns, and potential risks. With the NBBL overseeing the entire BBPS ecosystem, the RBI can ensure the continuous and real time monitoring of all transactions. This centralized oversight enables the early detection of anomalies and fraudulent activities, allowing for swift corrective actions to mitigate risks.

3. Lowering Integration Costs: The BBPS platform provides a single integration point for all bill payments, including credit card bills. For banks and payment service providers, this reduces the need for multiple integrations with various third-party applications. By streamlining the integration process, the BBPS lowers the operational costs and simplifies the technical requirement for participants. This unified approach also facilitates easier compliance with regulatory standards further reducing the administrative burden on financial institutions.

Impact:

The BBPS Directions stipulate that, all credit card bill payments conducted via third-parties must be routed through the BBPS. This requirement may negatively affect customers’ ability to use popular third-party apps for credit card payments services, as these apps offer payment settlement channels (“PS Channels”) for a significant number of banks, including major credit card issuers like HDFC Bank and Axis Bank. These banks have not integrated with the BBPS platform and rely on such PS Channels service providers for credit card bill payments.^[7]

The mandate by the BBPS Directions requiring entities offering PS Channel services to obtain appropriate authorization as a ‘payment system’ may result in customers of these PS Channel service providers temporarily losing access to their preferred bill payment apps. This situation could lead to inconvenience for users who rely on these apps for their bill payments, rewards, platform offers and a seamless transaction experience. Additionally, many banks, including major card issuers like Axis Bank, are not yet active on the BBPS platform. Of the 34 banks authorized to issue the credit cards, 22 have not yet adopted the BBPS system, resulting in their customers still placing reliance on these third party apps for bill payments.^[8]

Factors Delaying Bank’s Integration with BBPS:

Integration with BBPS requires significant updates to the existing banking system, a process that is often complex and time consuming. Banks must overhaul their IT infrastructure to ensure compatibility with BBPS protocols, which involves substantial investment in both technology and manpower. Many banks may lack the necessary resources or technical capabilities to undertake this integration efficiently, leading to delays.^[9]

Additionally, banks have developed a strong ecosystem for third party integrations for services such as payments processing, data analytics and customer relationship management. Integrating with BBPS may be perceived as an additional investment without significant value-added benefits, potentially disrupting existing processes and customer experiences. These stringent compliance and regulatory requirements imposed by the BBPS Directions necessitates significant changes to operational frameworks, particularly for institutions with in-house systems that facilitate their infrastructure for such transactions.^[10] Moreover, there are strategic concerns; integrating with BBPS could risk customer migration to BBPS, which is accessible to other banks and payment service providers, including fin-techs. Such migration could impact banks’ control over their customers and the resulting competitive edge.^[11]

Conclusion

While the regulator’s intent is to unify and secure the operational aspects of transactions through the mandate of BBPS as the central bill payment system, the directions also pose challenges to credit card issuers, credit card users and fintech companies that facilitate credit card bill payment However, it is crucial to balance these concerns with the potential benefits of enhanced security, such as increased consumer protection and trust. Striking a balance between maintaining robust security and fostering an environment conducive to innovation is essential for the continued development of the digital payment ecosystem. Ultimately, ongoing dialogue and the implementation of these BBPS Directions between regulators and industry stakeholders will be key to achieving this balance.

This article was first published in Lexology.

Introduction

Retaining talent and protecting sensitive proprietary information are important considerations for a business. Employers usually incorporate restrictive covenants such as non-compete and non-solicit in employment contracts. On April 23, 2024 the Federal Trade Commission of the United States of America issued a “final rule” “banning non competes nationwide”¹. Indian courts have also been reluctant to uphold non-compete provisions after the termination of employment of an employee, while being more willing to uphold non-solicit clauses in an employment agreement after termination of employment.

Non – compete clauses and their enforcement

A typical non-compete clause has two parts. First, where the non-compete prevents the employee from working for a competing business during the term of employment with the original employer. Second, where post termination of employment the employee is restricted from working with a competitor.

Indian Courts have consistently held that during the subsistence of the employment contract, non-compete is enforceable. In Niranjan Shankar Golikari², the Supreme Court held that a negative covenant is not in restraint of trade if such a restraint was willfully created for the period of employment stipulated by the employment contract, unless such a restraint can be proven to be unconscionable or excessively harsh or unreasonable or one sided. In Makhanlal Natta v Tridib Ghosh³ also the Court restrained the Defendant from joining a competing business during the term of the Defendant’s employment contract. In Kumar Apurva v Value First Digital Media⁴, the Shareholder’s Agreement signed by the Appellant stipulated that the non-compete would apply as long he held securities in the company. The Appellant had joined a competitor business as a CEO while being a shareholder of the company. The Court restrained the Appellant from joining competitive business or directly/indirectly soliciting employees as long the agreement was in force. The Court found that the Appellant was offered an option to sell his shares which he had declined.

A non-compete restriction post-termination of the employment contract encounters challenges in enforceability because of Section 27 of the Indian Contract’s Act 1872 (“Section 27”), which states:

“Every agreement by which any one is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void.”

Any arrangement which renders the employee idle and unemployable would attract Section 27 and is thereby liable to be struck down⁵. While in some instances courts have recognized the need to have a more liberal framework for enforcing non-compete restrictions post termination of employment agreement to protect employers’ interests, courts found that Section 27 bars a more liberal framework. In Krishan Murgai⁶ where the common law origins of a non-compete contractual clause was explored, Justice Sen identified two elements to the clause (a) is the clause ‘restraint’ and (b) if so, whether it is reasonable and justifiable in public interest. The conclusion that was that such an active omission of the second element in Section 27 was intended to bar an enquiry whether the restriction was reasonable.

Section 27 has a statutory exception – when goodwill of a business is sold a reasonable form of non-compete protection is permissible. Accordingly, a seller may agree with the buyer not to compete with the business that was sold. Courts may assess the reasonableness of such restraint. Examples of permissible restrictions include not carrying on a business within specified local limits for a reasonable time period. It should be noted, however, that if the non-compete restriction in a sale involving the transfer of goodwill creates a complete embargo on seller’s employability, it is unlikely to be upheld⁷. In Affle Holdings⁸ the Court observed that the SPA was undertaken with the intent to acquire the business and the goodwill of the company. The Court found that the 36-month long non-compete was reasonable and enforced the non-compete clause. In Arvinder Singh v Lal Pathlabs⁹, however, the Court allowed the petitioners to work as Pathologists and Radiologists but not in a manner which would amount to carrying on the business by corporatizing themselves which would result in direct competition with the respondents.

Non-solicitation clauses and their enforcement

Indian courts have been more liberal in enforcing non-solicitation restrictions than non-compete restrictions. Employees or ex-employees actively soliciting clients causing clients to break their relationship with the employer/former employer and enter into a contractual relationship with the soliciting employees has been found to be unlawful. In Wipro Limited v Beckman Coulter International¹⁰, parties had a non-solicitation agreement. Wipro was the exclusive distributor for Beckman in India for seventeen years. After the termination of the distributorship, Beckman released an advertisement for hiring. After Beckman’s advertisement, several employees resigned from Wipro and joined Beckman. The non-solicitation clause provided that general advertisement and general means of recruitment would not amount to solicitation., Beckman’s advertisement, however, stated that experience handling Beckman Coulter products would be a distinct advantage in the selection process. Wipro was Beckman’s sole distributor for the previous 17 years and only Wipro employees would have had the relevant experience highlighted in Beckman’s advertisement. The Court found that such advertisement amounted to impermissible solicitation, and restrained Beckman from soliciting any more employees. The Court ordered Beckman to compensate Wipro for breach of the non-solicitation clause. The Court, importantly, observed that the restriction is cast on parties to the non-solicit agreement, which cannot be used to withhold employees from transitioning into another job even if it occurs as a result of impermissible solicitation. Another important principle, articulated in FL Smith¹¹, is that mere solicitation is not enough for establishing a ground for relief, the party being solicited should have left the previous relationship as a result of the solicitation.

Employers may seek to prevent solicitation by claiming that the employees being solicited are privy to confidential or proprietary information. However, it is to be noted that courts apply a high threshold while determining if certain information is confidential/proprietary. In Eastern Book Company v D B Mobak the Court stated: “(i) to claim copyright in a compilation, the author must produce the material with exercise of his skill and judgment which may not be creativity in the sense that it is novel or non-obvious but at the same time it is not a product merely of labor and capital; and, (ii) that the exercise of skill and judgment required to produce the work must not be so trivial that it could be characterized as a purely mechanical exercise.”¹²In Zee Telefilms¹³ the court stated: “(a) the information relied upon must be clearly identified; (b) the handing over of such information must have been in the circumstance of confidence; (c) the said information must be of a type which can be treated as confidential; (d) it must have been used without license”.

In Embee Software¹⁴, the Court found that the petitioner used proprietary software and developed unique methods to service each of its clients. The respondents who were former employees who serviced the petitioner’s clients had knowledge of the proprietary technology and unique methods that the petitioner used. The court found that the respondents’ knowledge of petitioner’s proprietary information put them in a position to approach the petitioner’s clients (and poach them away) and allowed injunction to the petitioner. In Transformative Learning Solutions¹⁵ where the Court granted injunction, the petitioner used sophisticated, judgment based and complex marketing and advertising techniques to create its client database. On the other hand, in American Express v Priya Suri¹⁶, the petitioner sought to prevent the respondent (an ex-employee who managed the petitioner’s clients) from soliciting business from the petitioner’s clientele. The court found that the petitioner’s customer list could not be regarded as either copyrightable or confidential, as this information is available on a casual basis within the firm.

Conclusion

Indian courts have been willing to enforce a non-compete restriction during the term of the employment contract, and not after the term of the contract. Indian courts recognize employers’ interest in protecting against unauthorized disclosure of their proprietary information. For availing the protection offered to proprietary information, an employer would need to satisfy that the information in question the satisfies stringent and specific threshold/conditions that the courts have laid down for confidential/proprietary information. An Indian court has also restrained active and targeted solicitation of employees possessing a specific set of skills where the parties involved had a non-solicitation agreement.

This article was first published in Lexology.

ABOUT:

JoyceLaw is a boutique Indian corporate law firm recognized for its expertise in corporate transactions. The firm’s core objective is to provide practical, outcome-focused legal advice delivered with clarity and specificity to empower our clients to take decisions which are right for their businesses. If you would like to know more about topics discussed in this article, please reach us at knowledge@joycelaw.in

¹Press Release of the FTC dated April 23, 2024
²Niranjan Shankar Golikari vs The Century Spinning And Mfg. Co. 1967 AIR 1098.
³AIR 1993 CAL 289.
⁴ARB.A. No. 2 of 2015.
⁵Chem Academy Pvt. Ltd. vs. Sumit Mehta and Ors. MANU/DE/3082/2021
⁶Superintendence Company of India v Krishan Murgai 1980 AIR 1717.
⁷Le Passage to India Tours & Travels (P) Ltd. v. Deepak Bhatnagar 2014 SCC Online Del 259.
⁸Affle holdings Pte Limited v Saurabh Singh 2015 SCC OnLine Del 6765.
⁹Arvinder Singh and Ors. vs. Lal Pathlabs Pvt. Ltd. and Ors. MANU/DE/0936/2015
¹⁰ARBLR 118 Delhi, 2006 (2)
¹¹FL Smidth Pvt. Ltd. v M/s. Secan Invescast (India) Pvt. Ltd (2013) 1 CTC 886.
¹²(2008) 1 SCC 1
¹³Zee Telefilms Ltd. and Film and Shot v. Sundial Communications Pvt. Ltd. (2003) 27 PTC 457 (Bom).
¹⁴Embee Software Private Limited v Samir Kumar Shaw 2012 SCC Online Ca l 3094.
¹⁵Transformative Learning Solutions v Pawajot Kaur Baweja 2023 SCC Online Del 5296.
¹⁶(2006) IIILLJ 540 Del.

If you are the founder of an early stage startup on course to raising an angel round or seed/pre-seed round, from friends, family, micro/seed VCs this is relevant for you. When raising a small cheque to run your venture, hiring an experienced advisor to ensure that all required legal and statutory compliances might get overlooked. But unfortunately, slipping up on some of these compliances could pose long term, expensive and at times irreversible problems. What are the critical compliances which you don’t want to slip up on?

Delay in allotting shares after remittance from Investors:

If you don’t allot shares to an investor within 60 days of receiving the investment, you have to refund the investment amount within the next 15 days. Often in rounds with multiple investors remitting at different points of time, the company often waits until all (or a majority) of the investment is received before allotting shares to any of the investors. This exposes you to the risk of tripping this 60 day hard stop. Breaching this 60 day timeline is a high impact non-compliance which will pose hurdles in later round financings.

Investment amount not matching the value of shares allotted:

This can occur in two situations: (a) investor remits in a foreign currency and the company receives a marginally higher or lower amount than the value of the shares allotted; (b) a domestic investor remits a rounded off amount while the exact value of the shares allotted is different (owing to the share price not being a round number). If the company receives a higher amount than value of the shares allotted to the investor, the company should return the excess amount (even if it is a very small amount) within 75 days of receiving the money, or if the company receives a lower amount than the value of shares to be allotted, do not allot shares of a value in excess of the investment received. Any excess amount after this exercise should be refunded within 75 days of the remittance. Any non-compliance with this requirement is likely to put hurdles in future rounds and the investors would want the company to apply to the Ministry of Company Affairs to compound the non-compliance. This compounding can attract significant fines and penalties.

Gaps in complying with specified statutory process:

Issuing shares is fairly process heavy under the law. The company needs to:

• pass board and shareholders’ resolutions (if the issue is a private placement or CCPS are being issued on a rights issue basis);
• obtain a valuation report if the issue is a private placement or CCPS are being issued on a rights issue basis;
• pre and post allotment filings with the Ministry of Company Affairs;
• receive the money raised in the round in a zero balance capital account, which the company does not use in its operations, like collecting revenue or paying out expenses (the money in the capital account may be used in operations only after filing of a form (Form PAS-3) with the Ministry of Company Affairs within 15 days of receipt of the money);
• if there are any foreign investors in the round, filings to be made with the RBI as well.

The valuation report in a private placement should be based on company’s financials and data which are at least 30 days prior to the date of the shareholders’ meeting called to approve the issue. This is only a very high level highlight of the key processes to be followed, and should not be treated as a comprehensive list of processes and compliances required. Non-compliances in issuing shares can lead to questions about the validity of the shares and might require compounding with expensive fines and penalties.

Delay/failure in RBI reporting of allotment of shares to foreign investors:

If you receive any amount from a foreign resident, including NRIs (other than amounts received from an NRI’s NRO account) the company is required to make a foreign investment filing with the RBI within 30 days of allotment of shares. This filing is to be made through the company’s bank where the investment is received. Failure in making this filing is a serious non-compliance and could place hurdles in the way of the Company raising foreign investment in the future until the non-compliance is corrected.

When the remittance is made, the investor’s bank is required to share certain KYC information about the remitter with the company’s bank. Similarly, the remitter needs to identify the correct purpose of the remittance.  Once the required KYC information is received by the company’s bank and the remittance is received with the correct purpose indicated, the company’s bank would issue a foreign inward remittance certificate. This certificate is to be attached with the company’s RBI filing. Often in angel investments made by foreign resident individuals, we see gaps in KYC information from the investor’s bank or wrong purpose of the remittance being indicated by the investor. These mistakes can lead to long delays in the RBI filing, and the founder and the investor spending a disproportionate amount of time to fix the errors. To avoid this, your bank would need to play a proactive role before the wire is initiated by the investor.

We trust that this is helpful. All the very best with your fund raise and the success of your startup!

ABOUT:

JoyceLaw is a boutique corporate law firm with a special focus on the startup ecosystem. JoyceLaw represents several founders and startup companies who are at various stages of their lifecycle. We routinely work with our clients in a broad range of matters including fund raise, structuring and documentation of strategic initiatives and partnerships, business structuring, general corporate and commercial matters, ESOPs, regulatory compliance, etc. If you would like to know more about topics discussed in this article, please reach us at knowledge@joycelaw.in