INDIA Law and Practice Contributed by: Raj Ramachandran, Varun Sriram, Krutamana Pisipati, Aadhitya Logeshen and Abheejit V, JSA
8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Some key legal developments in technology M&A are as follows. • The government recently notified the Promotion and Regulation of Online Gaming Act, 2025, which prohibits any person from offering, aiding, abetting, inducing or otherwise indulging or engaging in the offering or advertising of online money games and online money gaming services or facilitating any transaction or authorising funds towards payment for any online money gaming service. • Foreign Exchange Management (Non-debt Instru- ments) Rules, 2019 and the Master Directions: the transfer of equity instruments of an Indian com- pany between a resident and non-resident may be effected by way of any of the following two swaps: (a) a swap of equity instruments of another Indian company; and (b) a swap of equity capital of a foreign company in compliance with the Overseas Investments Rules. • In order to promote cross-border transactions in Indian Rupees (INR) and local/national currencies, RBI has issued guidelines amending the Indian Foreign Exchange Management Act, 1999 and the rules and regulations, including: (a) overseas branches of Authorised Dealer banks will be able to open INR accounts for a person resident outside India for settlement of all per- missible current account and capital account transactions with a person resident in India; (b) persons resident outside India will be able to settle bona fide transactions with other per- sons resident outside India using the balances in their repatriable INR accounts, such as the Special Non-resident Rupee account and the Special Rupee Vostro Account; (c) persons resident outside India will be able to use their balances held in repatriable INR ac- counts for foreign investment, including foreign direct investment, in non-debt instruments; and • Indian exporters will be able to open accounts in any foreign currency overseas for the settlement of
• the Occupational Safety, Health and Working Con- ditions Code, 2020. All four of these were notified to come into effect from 21 November 2025, replacing 29 older central acts. These Labour Codes introduce harmonious rules across the codes on wages, social security coverage (including for gig and platform workers), industrial relations, occupational safety and working conditions. They bring in revised concepts for “wages”, thresh- olds for standing orders, expanded social security, and new compliance, documentation, and record- keeping obligations for employers. Information technology or information technology- enabled services sectors may continue to benefit from certain exemptions or relaxations granted by state governments (for example, with respect to hours of work or night-shift deployment, subject to certain con- ditions). Particular focus areas in M&A transactions should include: • acquirers undertaking due diligence and seeking representations to verify compliance with the new Labour Codes to ensure correct classification of workers; • wage and overtime practices mapped to the new “wage” definition; • social security and gratuity coverage; • standing orders and retrenchment/closure proce- dures; and • health, safety, and workplace facilities as mandat- ed by the Occupational Safety and Health Code. Given the recency of implementation of the Labour Codes and the pending roll-out of state-level rules, acquirers should seek robust representations, warran- ties, and indemnities on compliance with the Labour Codes, pending clarity through practice and enforce- ment. 7.7 Currency Control/Central Bank Approval The RBI is the Indian central bank. For certain trans- actions, such as inbound mergers, RBI approval is required. Other transactions will need to comply with conditions, such as pricing, to fall within the purview of transactions under the automatic route.
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