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Practice area 11 of 13

Mergers & Acquisitions
under Indian law.

Diligence on an Indian target is a document problem before it is a legal one: a data room of several thousand files, a reps-and-warranties package to test, indemnity caps and CPs to extract, and a Companies Act, 2013 overlay of related-party approvals under s.188, director interest disclosures under s.184 and financial statements under s.129. LexVio runs a deal-format diligence pass over the room and returns an India red-flag report.

Last reviewed: 19 August 2026 · every citation on this page names the dataset it came from

What's in this hub
  • 10governing provisions
  • 16product capabilities
  • 4free tools
  • 2limitation periods
  • 4free templates
  • 15compliance deadlines
  • 5audiences
Assembled from what LexVio actually ships. Nothing here is a roadmap item.
What this area covers

The corporate law of an Indian acquisition is mostly about who approved what. Section 2 of the Companies Act, 2013 carries the definitions the whole analysis turns on — related party, subsidiary, holding company, key managerial personnel. Section 188 governs related-party transactions and the consents they need, s.184 requires directors to disclose interest at the first Board meeting and annually, s.166 sets the fiduciary standard the seller's board was held to, and s.143 covers the auditor's duties including fraud reporting under s.143(12). Section 129 is the reason contingent liabilities buried in indemnity clauses eventually surface.

The contract law is the warranty package. Section 17 of the Indian Contract Act, 1872 defines fraud — a suggestion of fact known to be false, active concealment, or a promise made without intent to perform — which is the backstop when a disclosure schedule turns out to be untrue. Section 124 defines the contract of indemnity that the whole indemnity architecture is built on. Where the target is distressed, s.29A of the IBC decides who is even eligible to be a resolution applicant.

M&A Deal Intelligence runs a diligence pass in deal format over an uploaded data room: reps and warranties, indemnity caps, conditions precedent, MAC clauses, and an India red-flag report. Around it sit the vault mechanics a deal actually needs — ZIP ingest for thousands of documents at once, per-document share links with expiry, password and watermarking, folder-level permissions, and an immutable activity audit log.

Indian law that governs this

The provisions, with their section numbers.

Each row names the dataset it was taken from — the seeded statute library, the compliance calendar's own statutory reference, the bare Limitation Act, or the DPDP research set. Nothing here was written from memory.

Act
Provision
What it says
Source
The Companies Act, 2013
s.2
Definitions
Carries the definitions of related party, subsidiary, holding company and key managerial personnel that the diligence turns on.
Statute library
The Companies Act, 2013
s.188
Related party transactions
Prior Board consent and, above thresholds, shareholder approval — the approvals a diligence pass has to find evidence of.
Statute library
The Companies Act, 2013
s.184
Disclosure of interest by director
Disclosure at the first Board meeting and annually; absence of the disclosure is itself a finding.
Statute library
The Companies Act, 2013
s.166
Duties of directors
Good faith, due care, no conflict of interest and no undue gain — the standard the seller's board is measured against.
Statute library
The Companies Act, 2013
s.143
Powers and duties of auditors
Including the fraud-reporting obligation under sub-section (12), which is a diligence document in its own right.
Statute library
The Companies Act, 2013
s.129
Financial statement
True and fair view under Schedule III, following the accounting standards under s.133.
Statute library
The Indian Contract Act, 1872
s.17
Fraud defined
The backstop when a disclosure schedule or warranty turns out to be untrue.
Statute library
The Indian Contract Act, 1872
s.124
Contract of indemnity defined
A promise to save the other from loss caused by the promisor's conduct or by any other person.
Statute library
The Securities and Exchange Board of India Act, 1992
ss.12A, 15G
Insider trading and manipulative devices
Unpublished price-sensitive information in a live deal is the classic exposure; the penalty is ₹25 crore or three times the profit, whichever is higher.
Statute library
The Insolvency and Bankruptcy Code, 2016
s.29A
Persons not eligible to be a resolution applicant
Screens defaulters, wilful defaulters, undischarged insolvents and connected persons out of a distressed acquisition.
Statute library
Free, no login

Tools that apply to this work.

Each runs in your browser. Nothing is uploaded anywhere, and none of them needs an account.

Free tool
Free Contract Templates

India-first templates, free to copy, modify and use commercially, without attribution.

Open tool →
Free tool
ROC Form Finder

The nine MCA/ROC filings a company or LLP must diarise, with the due rule and late-fee ladder.

Open tool →
Free tool
Compliance Deadline Calendar

Every recurring statutory due date, month by month, each carrying its own citation.

Open tool →
Free tool
GSTIN Validator

Validate a GSTIN's checksum and decode state code, PAN and entity type — runs in your browser.

Open tool →
Deadlines that end the claim

Limitation periods that bite here.

Quoted from the India Code bare Act. The period is only half the answer — the third column of the Schedule, the point from which time begins to run, is what actually decides the date. Each entry sets both out.

Art. 55
Breach of contract (residuary)

Three years.

Art. 137
Residuary application (any application with no named article)

Three years.

Drafting starting points

Free templates for this area.

Free to copy, modify and use commercially, without attribution. They are starting points, not advice — have a qualified advocate or company secretary review anything before you sign it.

Corporate / Fundraising
Shareholders' Agreement (SHA) — India

Board composition, reserved matters, transfer restrictions, ROFR/tag/drag, and exit rights for an Indian private limited company.

Corporate / Fundraising
Share Subscription Agreement (SSA) — India

Subscription mechanics, conditions precedent, representations and warranties for a priced equity round.

Corporate / Fundraising
SAFE — Simple Agreement for Future Equity (Post-Money, India)

Y-Combinator post-money SAFE adapted for an Indian private company. For pre-seed / seed convertibles where you want speed and a valuation cap without a priced round.

Corporate / Equity Compensation
ESOP Plan + Grant Letter — India

Employee stock option plan and grant letter aligned to the Companies Act 2013 and the Share Capital and Debentures Rules, with the Indian perquisite-tax position at exercise.

Inside LexVio

The capabilities that do this work.

Every one of these is a real feature page with its own status — Live, Beta or Soon. If it says Beta, it is in beta.

CapabilityLive
M&A Deal Intelligence

Run a deal-format diligence pass over a data room — reps & warranties, indemnity caps, CPs, MAC clauses, and an India red-flag report.

CapabilityLive
Bulk contract analysis

Upload a ZIP of contracts and ask one question across all of them.

CapabilityLive
Bulk upload + ZIP ingest

Upload thousands of documents in one go with automatic parsing and indexing.

CapabilityLive
Nexus — Search across your portfolio

Semantic + keyword search across every document in your vault.

CapabilityLive
Nexus — Ask across your portfolio

Get a synthesised answer with citations from every document at once.

CapabilityLive
Nexus — Clause coverage map

See which clauses are present, missing, or non-standard across your portfolio.

CapabilityBeta
Nexus — Knowledge graph

See how your documents, counterparties, and matters relate.

CapabilityLive
Clause-level risk scoring

Red, amber, or green for every clause, with an explanation and confidence score.

CapabilityLive
Shared document links

Per-document share links with expiry, password, and watermarking.

CapabilityLive
Folder permissions

Role-based access (admin / member / guest) with per-folder overrides.

CapabilityLive
Encrypted vault

AES-256 at rest, TLS 1.3 in transit, AWS Mumbai region by default.

CapabilityBeta
Watermark & DRM

Firm-branded watermarks on shared documents; recipient-tagged prints.

CapabilityLive
Activity audit log

A searchable record of state-changing actions across the workspace.

CapabilityBeta
IFRS vs IndAS comparator

Side-by-side treatment of a clause or transaction under both frameworks.

CapabilityBeta
Cross-border tax

DTAA treaty analysis, transfer pricing flags, Form 15CA/CB requirements.

CapabilityBeta
White-label reports

Apply your firm's logo, colours, and footer to exported risk reports.

Where it lives

The modules this area draws on.

Module
Legal AI

Contract review, AI redlining, court research, fix suggestions and the Legal Health Score.

Module
Global Layer

Cross-border research, foreign filings and multi-jurisdiction analysis.

Module
Tax AI

Income tax, TDS, GST, IFRS and IndAS read in the context of your own contracts and filings.

Who this is for

The people who do m&a work.

Audience
Enterprise / MNC

Custom AI. Unlimited seats. Your data, your cloud.

Audience
Law Firms

Deliver more client work with white-label AI.

Audience
CA / CS

AI for the contracts your clients keep sending you.

Audience
Founders

Stop signing investor docs you don't fully understand.

Audience
Financial Institutions

AI-native SEBI, RBI and AMFI compliance.

Recurring obligations

15 compliance deadlines touch this area.

These are the statutory dates, not the extended ones — there is no automatic carry-forward when a due date falls on a Sunday or a gazetted holiday, and regulators grant relief only by ad-hoc notification. Every row states who it applies to; almost none of them applies to every entity.

MCA / ROC8
  • AGM — Annual General Meeting
  • AOC-4 — Financial statements filing
  • MGT-7 / MGT-7A — Annual return
  • DIR-3 KYC — Director KYC (now triennial)
  • DPT-3 — Return of deposits
  • MSME-1 — H1 (Apr-Sep) outstanding
  • MSME-1 — H2 (Oct-Mar) outstanding
  • ADT-1 — Auditor appointment
SEBI5
  • SEBI LODR — Quarterly filings (Q4, Jan-Mar)
  • SEBI LODR — Quarterly filings (Q1, Apr-Jun)
  • SEBI LODR — Quarterly filings (Q2, Jul-Sep)
  • SEBI LODR — Quarterly filings (Q3, Oct-Dec)
  • SEBI LODR — Annual audited financial results (Reg 33)
FEMA2
  • FLA — Foreign Liabilities & Assets return
  • APR — Annual Performance Report (ODI)
Open the full compliance calendar →
Questions

M&A — the questions people actually ask.

What does M&A Deal Intelligence actually extract from a data room?

It runs a deal-format diligence pass and returns reps and warranties, indemnity caps, conditions precedent, MAC clauses and an India red-flag report. Underneath it, ZIP ingest handles thousands of documents in one upload with automatic parsing and indexing, and the same portfolio-level tools that work on a contract book — search, ask-across-everything, and a clause coverage map showing what is present, missing or non-standard — work on a data room.

How is the data room kept confidential?

AES-256 at rest, TLS 1.3 in transit, and AWS Mumbai (ap-south-1) as the default region with backups kept in India. Sharing is per-document with expiry, password and watermarking; folders carry role-based permissions with per-folder overrides; and every action across the workspace is written to an immutable audit log. For deployments that cannot use the cloud at all there is an air-gapped Helm install with no outbound telemetry.

Which ROC filings should a buyer pull on an Indian target?

The nine on the ROC Form Finder are the diarised set, and the ones that matter most in diligence are AOC-4 for financial statements, MGT-7 or MGT-7A for the annual return, ADT-1 for auditor appointment, DPT-3 for deposits and MSME-1 for outstanding dues to micro and small suppliers beyond 45 days. Each entry states the due rule and the late-fee ladder, so a pattern of late filings is visible rather than inferred.

Does LexVio value the target or advise on deal structure?

No. It reads documents and produces analysis with citations — the IFRS vs IndAS comparator shows the treatment of a clause or transaction under both frameworks, and cross-border tax covers DTAA treaty analysis, transfer pricing flags and Form 15CA/CB requirements. Valuation, structuring and the fairness opinion are your advisers' work, not the software's.

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A map of the material, not advice on your matter. These hubs point at statutory text, free calculators and product capabilities. They are not legal advice, they do not create an advocate-client relationship, and they are no substitute for reading the bare Act as currently amended. Indian law is fact- and state-specific — stamp duty, registration and several employment obligations vary by state, and limitation turns on facts a web page cannot know. Take advice on your own facts before acting.

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