Corporate Lawyer in Delhi | FDI, M&A & Corporate Compliance

What corporate lawyers in Delhi actually do

If you think corporate law is just big-ticket M&A deals, you are only seeing part of the picture. A corporate lawyer in Delhi might spend Monday morning reviewing a startup’s founder agreement, Tuesday afternoon filing an FC-GPR return with RBI, Wednesday drafting an MSA for a SaaS company, Thursday at NCLT for an oppression and mismanagement petition, and Friday advising a listed company on quarterly disclosure obligations under SEBI’s LODR regulations. The practice is varied, and effective corporate lawyers in Delhi are the ones who can move comfortably across all of it.

At Bijlani & Co, our corporate team works with companies at every stage — from founders incorporating their first entity to mature listed companies managing cross-border M&A. We have advised on inbound FDI from Japan, Singapore, the UAE, and Mauritius, and we regularly appear before the Delhi NCLT bench on company law matters. What distinguishes an experienced corporate lawyer in Delhi is not just knowledge of the Companies Act — it is understanding how the Act interacts with FEMA, SEBI regulations, the IBC, and the Arbitration Act in practice.

The work we actually do

Our corporate lawyers in Delhi handle the full spectrum of company law and commercial transactions. The practice spans transactional work — drafting and negotiating agreements, structuring deals, conducting due diligence — and advisory work — compliance opinions, regulatory filings, board governance, and dispute resolution. Most corporate lawyers in Delhi specialise within this spectrum, but at Bijlani & Co, we have built a team that covers all of it because our clients’ needs span the full range.

The transactional side includes M&A (both inbound and outbound), joint ventures, strategic alliances, and minority investments. Due diligence in corporate transactions is not just a legal exercise — it involves financial analysis, commercial risk assessment, employment law review, IP verification, and regulatory compliance checks. A corporate lawyer in Delhi coordination of due diligence needs to coordinate across all these dimensions, identify the red flags that could affect the deal price or structure, and present the findings in a way that the client can act on.

The advisory side covers the day-to-day corporate governance obligations that every company faces: annual ROC filings, board and general meeting compliance, director duties under Section 166 of the Companies Act, CSR obligations under Section 135, and related party transaction approvals under Section 188. These are not glamorous matters, but they are the ones that generate the most regulatory scrutiny. A corporate lawyer in Delhi who keeps a company compliant on these obligations prevents problems before they become investigations.

FDI: where most companies get it wrong

Foreign direct investment in India is deceptively complex. On paper, the automatic route sounds straightforward — invest up to the sectoral cap, file the FC-GPR form within 30 days, done. In practice, the devil is in the details.

Press Note 3 of 2020 changed everything for investments from border-sharing countries. Any investment from an entity in a country that shares a land border with India now requires government approval, regardless of sector. A corporate lawyer in Delhi who does not conduct a beneficial ownership review before closing the deal is exposing the client to a compliance failure that could require unwinding the investment entirely. The beneficial ownership analysis is not simple — it requires tracing through multiple layers of holding companies, identifying the ultimate beneficial owners, and determining whether any of them are residents of a border-sharing country.

FC-GPR filings are another common failure point. The statutory deadline is 30 days from share issuance, but we advise clients to track against an internal 20-day deadline — processing delays, bank holidays, and last-minute documentation gaps eat into the statutory window. Late FC-GPR filings attract compounding penalties that can be avoided entirely with better calendar management.

Downstream investment adds another layer of complexity. When a foreign-invested Indian company makes further investments in other Indian entities, the downstream investment must comply with both the sectoral cap applicable to the original foreign investment and the pricing guidelines applicable to the downstream recipient. A corporate lawyer in Delhi needs to trace the entire investment chain — not just the initial foreign investment — to ensure compliance at every level.

NCLT: the forum that Delhi companies cannot avoid

The National Company Law Tribunal in Delhi is one of the busiest benches in the country. If your company is incorporated in Delhi NCR and you have a company law dispute — shareholder disagreement, oppression, scheme of arrangement, or winding up — this is where it lands.

The NCLT operates under its own rules, its own timelines, and its own culture. A corporate lawyer in Delhi who knows the bench’s practice — how matters get listed, what timelines the bench expects, which matters tend to settle at mediation — has an inherent advantage over one who is more familiar with regular civil litigation. NCLT proceedings are generally faster than regular court, but they move on their own schedule, and knowing how to navigate it is a skill in itself.

Oppression and mismanagement petitions under Sections 397 and 398 of the Companies Act are among the most common matters we see. These typically arise when minority shareholders feel excluded from management decisions, when related party transactions disadvantage the company, or when promoter conduct threatens the company’s viability. A corporate lawyer in Delhi handling an O&M petition needs to balance aggressive advocacy with commercial pragmatism — the goal is often a negotiated buyout or governance restructuring rather than a drawn-out adjudication.

Scheme of arrangement proceedings under Section 230-232 of the Companies Act are another NCLT specialty. Schemes are used for mergers, demergers, capital reduction, debt restructuring, and takeover transactions. The NCLT process for schemes involves filing a petition, obtaining a 90-day moratorium, convening meetings of shareholders and creditors, and obtaining their approval before the NCLT sanctions the scheme. A corporate lawyer in Delhi who has structured multiple schemes knows the common objections that shareholders and creditors raise — and how to address them before the NCLT hearing.

Startups: get the foundation right from day one

Most startup founders engage a corporate lawyer in Delhi at two points: incorporation and their first funding round. The second one is usually too late. By then, founder equity has been split verbally, decisions have been made without documentation, and the cap table is messy. An investor’s due diligence team will find every gap — and they will use those gaps to negotiate harder terms.

The documents that matter most at the beginning are the founder agreement, the shareholder agreement, and the ESOP plan. The founder agreement governs equity split, vesting schedules, decision-making authority, IP ownership, and what happens if a founder leaves. Get this wrong and you are litigating it at NCLT three years later when the company is valuable and emotions are high. A corporate lawyer in Delhi who has seen this pattern play out multiple times will draft these documents with foresight, anticipating the disputes before they happen.

ESOP plans are another area where founders cut corners. A well-structured ESOP plan includes clear vesting schedules, exercise periods, exit provisions, and treatment of ESOPs on a liquidity event. A poorly structured plan creates tax liability for employees, uncertainty for the company, and disputes when founders leave. A corporate lawyer in Delhi who has drafted ESOP plans for dozens of startups will build in the protections that both the company and the employees need.

FEMA and foreign exchange: the compliance layer most companies overlook

Beyond FDI, FEMA regulates every cross-border transaction — import payments, export proceeds, overseas remittances, external commercial borrowings, and outbound investments. The regulations change frequently, and staying compliant requires active monitoring. A corporate lawyer in Delhi advising on FEMA matters needs to track RBI notifications, FEMA regulations, and pricing guidelines simultaneously.

Pricing guidelines are a particular pain point. Any transaction between an Indian company and a related party overseas must be at arm’s length — which means satisfying both FEMA’s pricing requirements and the transfer pricing rules under the Income Tax Act. A corporate lawyer in Delhi who structures these transactions correctly from the outset avoids the penalties and scrutiny that come from non-compliance on either front.

Contract drafting: where business meets law

Every business relationship is governed by a contract — even if the contract is not written down. A handshake deal is still a contract, and when things go wrong, the absence of documentation becomes the central problem. A corporate lawyer in Delhi who drafts agreements that anticipate the points of future conflict saves clients far more than the drafting fee in avoided litigation.

The best contracts are not the longest ones — they are the clearest ones. A corporate lawyer in Delhi who writes in plain English, defines terms precisely, and includes dispute resolution mechanisms that match the commercial relationship produces agreements that hold up in court and, more importantly, prevent disputes from reaching court in the first place.

Arbitration: enforcing rights without waiting for court

Arbitration is the default dispute resolution mechanism for most commercial contracts in India — and most companies do not realise how much their arbitration clause matters until a dispute actually arises. A corporate lawyer in Delhi who drafts the arbitration clause at the beginning of the commercial relationship determines how efficiently any future dispute will be resolved.

The key variables in an arbitration clause are: the arbitral institution (or ad-hoc), the seat of arbitration, the number of arbitrators, the language, and the governing law. Each choice has practical consequences. An ad-hoc arbitration in Delhi under the Arbitration and Conciliation Act, 1996 gives the parties control over procedure but requires them to manage the process themselves. An institutional arbitration — through the Delhi International Arbitration Centre (DIAC), the Indian Council of Arbitration, or an international institution like SIAC or LCIA — provides procedural rules and administrative support but at a higher cost. A corporate lawyer in Delhi will recommend the right structure based on the parties, the contract value, and the type of disputes likely to arise.

Enforcement of arbitration awards in India has become significantly faster since the 2015 and 2019 amendments to the Arbitration Act. The courts are now required to enforce awards within a limited timeframe, and the grounds for challenging awards have been narrowed. A corporate lawyer in Delhi who receives an award in favour of their client can typically get it enforced within six to twelve months — compared to the multi-year enforcement timeline that used to characterise Indian arbitration.

For foreign awards, the New York Convention provides the enforcement framework in India. A corporate lawyer in Delhi enforcing a foreign arbitration award in India needs to file a petition under Section 44A of the Arbitration Act before the relevant High Court — in Delhi, that would be the Delhi High Court. The grounds for resisting enforcement are limited to the seven grounds in Article V of the New York Convention, and Delhi courts have generally been receptive to enforcement petitions where the procedural requirements are satisfied.

SEBI compliance: the compliance burden that keeps growing

Listed companies in India face one of the most demanding compliance regimes in the world. SEBI’s LODR regulations require listed companies to disclose price-sensitive information within 24 hours of it occurring, file quarterly and annual financial results within prescribed timelines, maintain a minimum public shareholding of 25%, and comply with extensive corporate governance requirements including board composition, committee structure, and director independence standards.

The consequences of non-compliance are severe: SEBI can impose penalties, suspend trading, initiate adjudication proceedings, and refer matters for criminal prosecution under the SEBI Act. A corporate lawyer in Delhi advising listed companies on SEBI compliance needs to stay current with SEBI’s frequent regulatory changes — new circulars, new disclosure requirements, new compliance timelines — and ensure the company’s internal processes adapt accordingly.

Insider trading is the most high-stakes area of SEBI compliance. The SEBI (Prohibition of Insider Trading) Regulations, 2015 create a comprehensive framework that requires listed companies to establish insider trading policies, designate compliance officers, maintain restricted lists, and prevent the leakage of unpublished price-sensitive information. A corporate lawyer in Delhi who has defended insider trading investigations knows that the critical defence is often procedural — whether the company had adequate policies in place, whether the compliance officer performed their duties, and whether the information was actually unpublished at the time of the alleged trade.

IBC matters: insolvency as a dispute resolution tool

The Insolvency and Bankruptcy Code, 2016 has transformed the landscape for corporate disputes in India. What used to be a multi-year winding-up process in the company court now takes 180 days under the IBC framework — with a 90-day extension in complex cases. The NCLT is the adjudicating authority, and the NCLAT hears appeals. A corporate lawyer in Delhi who understands IBC procedure can use the code strategically — not just as a last resort for insolvent companies, but as a tool for debt recovery, asset protection, and business restructuring.

For creditors, the IBC provides a powerful remedy. A financial creditor who has a debt that has not been paid for 90 days or more can file a corporate insolvency resolution process (CIRP) application before the NCLT. The NCLT admits the application within 14 days, and once admitted, an automatic moratorium kicks in — preventing the debtor from alienating assets, initiating proceedings against the debtor, or enforcing security interests. This moratorium is often the most effective remedy available to a corporate lawyer in Delhi advising a creditor, because it freezes the debtor’s entire balance sheet while the resolution process runs its course.

For corporate debtor management, the IBC’s corporate debtor-in-possession provisions under the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations allow the existing management to continue operating the business during the resolution process under the oversight of the resolution professional. This is a significant departure from the previous system where winding-up meant immediate liquidation. A corporate lawyer in Delhi representing a corporate debtor will focus on presenting a viable resolution plan that satisfies creditors while preserving the business.

Promoter eligibility under the IBC is another critical area. The IBC bars certain categories of persons — including those who have been convicted of certain offences, those against whom a NCLT order has been passed in a previous IBC proceeding, and those who are wilful defaulters — from submitting a resolution plan. A corporate lawyer in Delhi advising promoters who want to retain control of their company needs to ensure the promoter’s eligibility before the resolution plan is submitted, because a disqualified promoter cannot rescue their own company.

How we work with companies

Our corporate engagements typically fall into three patterns: ongoing retainers for compliance and general advisory, project-based mandates for specific transactions, and discrete mandates for NCLT or arbitration matters. Which structure works best depends on your company’s size, transaction pipeline, and in-house legal capacity.

All engagements begin with a conversation — not a form. We want to understand your business, your immediate needs, and where you expect to be in twelve months. A corporate lawyer in Delhi who understands your commercial context will give you legal advice that actually works in practice, not just advice that is technically correct but commercially impractical.

Shareholder disputes and boardroom deadlock

Shareholder disputes in closely held companies frequently escalate faster than in publicly listed ones, because there is no market exit and no independent board oversight to absorb the disagreement. A corporate lawyer in Delhi handling shareholder disputes typically encounters oppression and mismanagement claims under Sections 241-242 of the Companies Act, disputes over dividend policy, and disagreements over the direction of the business between co-founders or family members holding equal stakes.

The National Company Law Tribunal has jurisdiction over oppression and mismanagement petitions, and the relief available ranges from regulating the conduct of company affairs to ordering a buyout of the aggrieved shareholder’s stake. A corporate lawyer in Delhi advising a minority shareholder needs to build a documented record of the alleged oppression, since NCLT benches expect specific instances rather than general dissatisfaction with how the company is run.

Deadlock in a 50-50 joint venture presents a different challenge. Without a shareholders’ agreement containing a deadlock resolution mechanism, such as a buy-sell clause or a Russian roulette provision, the parties can find themselves unable to pass even routine board resolutions. A corporate lawyer in Delhi drafting a shareholders’ agreement at the outset of a joint venture will typically insist on a clear deadlock clause precisely to avoid this scenario arising years later.

Related practice areas

Corporate matters sometimes run into regulatory investigations. If your dispute overlaps with white-collar crime, our criminal lawyer in Delhi advises on the defence track. For data protection and DPDP Act compliance, our cyber crime lawyer in Delhi handles the technology law dimension. For contract disputes that escalate to litigation, our civil lawyer in Delhi manages the enforcement side. Matrimonial matters involving shareholding or family business assets are handled jointly with our divorce lawyer in Delhi.