Industry domain
Banks, NBFCs, funds and fintech — licensing, lending, and the compliance perimeter around each.
Financial services is the most densely regulated sector we work in, and the perimeter keeps moving. The Reserve Bank of India's scale-based regulation for non-banking financial companies has graduated NBFCs into layers with different governance, capital and disclosure obligations. The digital lending directions have reshaped how loan service providers and lending partners can contract with each other. And SEBI's regime for alternative investment funds and portfolio managers continues to tighten around disclosure and valuation.
Fintech sits awkwardly across these frameworks. A single product can engage payment aggregator authorisation, the prepaid payment instrument rules, co-lending conditions, account aggregator consent architecture, and — separately — the DPDP Act. Businesses that treat these as one compliance exercise tend to be the ones that get it right.
The work divides into three streams. There is credit — origination, security, syndication, and increasingly co-lending and securitisation. There is capital — equity investment into regulated entities, which brings change-of-control approvals and fit-and-proper assessment. And there is recovery — enforcement, restructuring and insolvency, which is where the quality of the original documentation finally gets tested.
Regulatory advisory runs alongside all three, because in this sector the question is rarely whether a structure is commercially sound. It is whether the entity is permitted to do it at all.
Diligence calibrated to the regulatory perimeter rather than only the balance sheet, foreign investment route and cap analysis for the sector, fit-and-proper and regulator approval timelines, and conditions precedent built around them.
Loan service provider and lending partner arrangements, key fact statements and cost disclosure, recovery and grievance obligations, data localisation for payment system data, and DPDP Act consent architecture for financial data.
Restructuring within the RBI prudential framework, one-time settlements, assignment to asset reconstruction companies, SARFAESI measures and DRT proceedings, and insolvency applications and committee of creditors representation.
Response to RBI and SEBI inspection findings, show cause notices, settlement applications, and appeals before the Securities Appellate Tribunal and the appropriate appellate forums.
Factual descriptions of the kind of work handled in this sector. Client names and identifying details are omitted, and nothing here is a representation about the outcome of any case.
The authorities, tribunals and courts that cases in this sector most often involve.
Most digital lending arrangements we review were drafted as ordinary service contracts and then patched for the RBI's directions. That order is the problem — the framework changes who may hold the customer, who may collect money, and what must be disclosed before the borrower commits.
7 min read
General information about legal issues in this sector. It is not legal advice and does not create a lawyer–client relationship.
Primarily the RBI's digital lending directions and, where credit risk is shared, the co-lending framework — which between them govern disclosure of the key fact statement and all-in cost, who may collect and hold data, recovery conduct, and grievance redressal. The outsourcing directions apply to the bank's side of the arrangement, and the DPDP Act applies to both. The contract has to reflect all of these, not just the commercial split.
Prior written approval is required for acquisition of shares resulting in a change in shareholding above the prescribed threshold, and for change of management. The threshold is lower than most investors expect, so we assess it at term sheet stage and build the approval into the conditions precedent and the timetable.
The RBI's payment system data directions require the full end-to-end transaction data of payment systems to be stored in India, with limited allowance for offshore processing subject to return and deletion. That is separate from, and stricter than, the DPDP Act's cross-border position. Product architecture decisions should be made against the sector rule, not the general one.
In addition to the usual corporate and contractual review, we assess the licence and its conditions, inspection and enforcement history, correspondence with the regulator, prudential and reporting compliance, and the fit-and-proper position of continuing management. Regulatory findings frequently drive the conditions precedent and the indemnity package more than commercial findings do.
Practice areas that serve this domain
Lending, borrowing and security across rupee and foreign currency structures — from term sheet to enforcement.
Acquisitions, investments, joint ventures and reorganisations — structured for the regulatory reality they have to survive.
Civil and commercial litigation, company and insolvency proceedings, writs and appeals, before the courts and tribunals of South India.
Arbitration, mediation and conciliation, and the interim relief that often shapes settlement long before a hearing.
Direct tax, GST and transaction tax advice, with representation from assessment through appeal.
