India

New Delhi, January 05, 2026: Lakshmikumaran & Sridharan Attorneys acted as legal advisor to NU Hospitals Private Limited, its promoters, and certain non-promoter selling shareholders in connection with a significant minority investment by Somerset Indus Capital Partners, a healthcare-focused private equity firm. The transaction encompassed both primary and secondary components, culminating in stake in NU Hospitals - a Bengaluru-headquartered leading super-specialty healthcare group known for its excellence in nephrology, urology, fertility/IVF and renal transplant care. The LKS team provided comprehensive, end-to-end legal support for the transaction, advising NU Hospitals, its promoters, and select selling shareholders on all aspects of the transaction. Leveraging deep sector expertise in healthcare and private equity, the firm structured and navigated simultaneous primary and secondary components, ensuring optimal outcomes for all stakeholders. The firm’s involvement spanned structuring the deal, managing simultaneous primary and secondary components, and steering the transaction from signing to closing. The team led negotiations and finalised the deal documentation - including share subscription and purchase agreements and shareholders’ agreement - while also coordinating closing formalities, aligning diverse interests and ensuring seamless execution across multiple stakeholders. This engagement underscores the firm’s capability in managing sophisticated transactions that drive strategic growth and investor confidence in India’s healthcare sector. The team from LKS was led by Gaurav Dayal (Executive Partner) and Sushrut Biswal (Partner), with support from Rohan Verma (Associate Partner), Saurabh Raman (Principal Associate), Sukoon Dinodia (Senior Associate), and Snigdha Ghosh (Associate). About Lakshmikumaran & Sridharan attorneys Lakshmikumaran & Sridharan (LKS) is a premier full-service law firm in India, specializing in areas such as corporate & M&A/PE, dispute resolution, taxation and intellectual property. The firm, through its 14 offices across India, works closely on Corporate, M&A, litigation and commercial law matters, advising and representing clients both in India and abroad. Over the last 4 decades the firm has worked with over 15,500 clients which range from start-ups, small & medium enterprises, to large Indian corporates and multinational companies. The professionals within the firm bring diverse experience to service clients across sectors such as automobiles, aviation, consumer electronics, e-commerce and retail, energy, EPC, financial services, FMCG, hospitality, IT/ITeS, logistics, metals, mining, online gaming, pharma and healthcare, real estate and infra, telecom and media, and textiles. The firm takes pride in the value-based, client-focused approach that combines knowledge of the law with industry experience to design bespoke legal solutions. The firm’s driving principles to achieve our vision are integrity, knowledge and passion. 

The Reserve Bank of India (RBI) has issued the Reserve Bank of India (Commercial Banks – Undertaking of Financial Services) (Amendment) Directions, 2025, effective 5 December 2025, as part of a broader recast of its 2016 framework on financial services by banks and their group entities. In parallel, RBI has notified the Reserve Bank of India (Non-Banking Financial Companies – Undertaking of Financial Services) (Amendment) Directions, 2025, which amend the NBFC Master Directions to align NBFCs that are part of bank groups with the updated bank framework. These measures have been issued after a draft was placed in the public domain and stakeholder feedback was considered. The Directions apply to Scheduled Commercial Banks, including banking companies, corresponding new banks and the State Bank of India as defined under Section 5 of the Banking Regulation Act, 1949, but not to Small Finance Banks, Payments Banks or Local Area Banks, which are covered under separate category-specific directions. Through a new paragraph 60A in the NBFC Master Direction, NBFCs and housing finance companies that belong to a Scheduled Commercial Bank group are required to comply with the Commercial Banks – Undertaking of Financial Services Directions, 2025 in respect of activities that they undertake which are also undertaken by the parent bank. This creates a harmonised activity-based framework for bank-led groups and seeks to minimise regulatory arbitrage within conglomerates. The framework delineates what must be undertaken only departmentally by the bank and what must be undertaken through group entities. The “business of banking” under Section 5(b) of the Banking Regulation Act, including acceptance of deposits (particularly time deposits), must be carried out only departmentally, subject to a narrow exception for housing finance companies as permitted by sectoral rules. As a principle, a given form of business is expected to be housed in a single entity within the group; where a bank proposes to carry the same line of business through more than one entity, a detailed rationale must be recorded and approved by the Board. At the same time, activities such as mutual funds, insurance, portfolio management services and broking cannot be undertaken departmentally and must be carried out only through subsidiaries or joint ventures, reflecting RBI’s preference for structural separation between deposit-taking and market-facing businesses. For lending entities in the group, the Directions mandate that NBFCs and housing finance companies belonging to a bank group must comply with the Upper Layer NBFC framework (other than listing), even if they are not otherwise classified as such, thereby subjecting them to enhanced governance, risk management and capital standards. These entities must also adhere to existing restrictions on advances against shares of the parent bank, loans to directors and related parties, financing of promoters’ contribution, land acquisition financing and limits on loans against shares, IPO financing and ESOP funding. This is aimed at preventing the use of group NBFCs as vehicles to undertake exposures that are constrained or discouraged at the bank level. On the investment side, the Directions introduce prudential limits on equity holdings by banks in subsidiaries, joint ventures and other companies. A bank’s equity investment in a single entity should not exceed 10 per cent of the bank’s paid-up share capital and reserves, and the aggregate of all such investments is capped at 20 per cent of the bank’s paid-up capital and reserves. Holdings of 20 per cent or more in any entity require prior RBI approval. The Directions recognise limited exceptions where exposures of up to 30 per cent in non-financial entities may be taken, such as under debt restructuring or to protect existing exposures, subject to internal documentation and oversight. The treatment of investments in REITs and InvITs is also updated in line with the broader prudential framework. In respect of Alternative Investment Funds (AIFs), the Directions provide that a bank’s contribution to a Category I or II AIF scheme must not exceed 10 per cent of the scheme’s corpus, and that the total contribution by all regulated entities to such a scheme should not exceed 20 per cent of the corpus. Banks are prohibited from directly investing in Category III AIFs, except through eligible subsidiaries in accordance with SEBI regulations. Where an AIF downstreams its investment into a company that is a debtor of the bank, strict provisioning requirements apply on the bank’s exposure, reflecting RBI’s concern about indirect evergreening or risk transfer through fund structures. Paragraph 66(A) of the amended Directions permits a bank to act as a Professional Clearing Member (PCM) in the equity derivatives segment of SEBI-recognised stock exchanges, with the same prudential norms, capital requirements, risk-management standards and operational conditions that already apply to PCMs in the commodity derivatives segment under paragraph 66 being extended mutatis mutandis to equity derivatives. Simultaneously, the revised paragraph 67 reinforces a structural separation for broking activities by prohibiting banks from directly offering broking services in the commodity derivatives segment; such services may only be undertaken through a separate subsidiary and must comply with the specific conditions prescribed for subsidiary-level engagement. The combined effect is that while banks can assume clearing functions directly subject to strict prudential safeguards any client-facing broking activity in commodity derivatives must remain legally and operationally ring-fenced from the bank. On the procedural side, banks seeking to undertake any new form of business not expressly permitted under the Directions, whether on their own books or through group entities, must obtain prior approval or no-objection from RBI. Non-Operative Financial Holding Companies (NOFHCs) are exempt from prior approval to enter mutual funds, insurance, pension fund management and broking, save where RBI advises otherwise, but must inform RBI within fifteen days of the Board resolution to take up such activities; for all other businesses under an NOFHC, prior approval remains mandatory. The existing directions, instructions and guidelines on undertaking financial services by commercial banks stand repealed, with past actions and approvals continuing to be governed by the earlier instruments but deemed to have effect under the new Directions going forward. Overall, the 2025 Directions seek to consolidate and modernise the regulatory architecture for financial services undertaken by Scheduled Commercial Banks and their group entities, with a pronounced emphasis on Board-level governance, activity-wise segregation within groups, capped and better-monitored investment exposures and a more conservative approach to complex structures such as AIFs. For bank-led financial conglomerates, these changes will require a reassessment of group structures, intra-group transactions and business strategies to ensure sustained compliance with the new regulatory perimeter.

DMD Advocates acted as legal counsel to Maschinenfabrik Reinhausen and Sukrut Electric Company Pvt. Ltd. in connection with the sale of 100% of the equity share capital of Sukrut Electric to Quality Power Electrical Equipments Ltd. and Yash Highvoltage Ltd., both listed entities. The transaction was completed following the fulfilment of all conditions precedent on December 16, 2025. Sukrut Electric, a Pune-based manufacturer of transformer components with a long-standing presence in the industry, will continue its operations under the new ownership, with a focus on preserving its engineering expertise, customer relationships, and long-term value creation. DMD Advocates was engaged to provide comprehensive legal support to the German sellers on this matter, including structuring, negotiation of the definitive agreements and ancillary documentation, and assistance with closing-related matters. The transaction was led by Monika Deshmukh (Partner) along with Vanshikha Choraria (Associate) and Nardeep Chawla (Associate). Read more: https://transformers-magazine.com/tm-news/sukrut-electric-completes-ownership-transition/

By Aparajita H Mannava (Associate, Real Estate and Corporate Practice) Despite the legal requirement to register Agreements to sell (“ATS(s)”), it is often seen in practice that ATSs are left unregistered for various reasons, including but not limited to (a) avoiding stamp and registration charges, (b) being unaware of the requirement to register ATSs or the significance thereof. Nonetheless, can such an unregistered ATS still confer some rights to the purchaser akin to contractual obligations? WHY REGISTER AN ATS? As per section 53A of the Transfer of Property Act, 1882 (“TOPA”), where transfer has not been completed in the manner prescribed by law under an instrument, and the transferee has performed or is willing to perform his part of the contract, then the transferor is debarred from enforcing against the transferee any right in respect of the immoveable property of which the transferee has taken or continued in possession, other than a right expressly provided by the terms of the contract. In turn, contracts referred to in section 53A of TOPA are required to be registered under the Registration Act, 1908 (“Registration Act”)[1]. The Supreme Court has upheld this principle.[2], and as such, unregistered ATSs do not validly transfer the intended rights or title pertaining to the property. However, having paid the agreed consideration to the vendor, purchaser is at the risk of not being able to exercise their rights effectively. ADMISSIBILITY OF AN UNREGISTERED ATS AS EVIDENCE As per the Indian Stamp Act, 1899 (“Stamp Act”)[3], instruments not duly stamped cannot be admitted in evidence until proper stamp duty and penalties are paid. Although an unregistered ATS is inadmissible in evidence under the Stamp Act[4], it is not void[5]. Penalties for insufficient stamp duty can be up to ten times the duty payable on the consideration or market value, whichever is higher. Documents requiring both stamp duty and registration must meet these requirements to be admissible as evidence. An instrument, when certified by endorsement that proper duty and penalty have been levied and paid under the Stamp Act[6], such ATS is capable of being acted upon as if duly stamped[7]. SPECIFIC RELIEF Registration Act[8] provides that while a document that requires to be registered cannot be received in evidence unless it is registered, an unregistered document affecting the transfer of immovable property and required to be registered may be received as evidence of a contract in a suit for specific performance under the Specific Relief Act, 1877 or 1963 or as evidence of any collateral transaction not required to be effected by a registered instrument[9]. Further, the Supreme Court has held that once ATS is executed and the payment/receipt of advance sale consideration was admitted by the vendor, nothing further was necessary to prove by purchaser.[10]. The Supreme Court has held that.[11], [12], [13]: Subsistence of the contract is an essential precondition; (Note: This is also provided under the Contract Act[14], wherein: In contracts where time is of essence, and a party has failed to perform its obligations in the stipulated timeline, the contract, or such portion thereof, becomes voidable at the opinion of the promisee; and Vendors are responsible to notify the Purchaser their intent, if any, to discontinue the ATS. Subject to the limitation period prescribed under the Limitation Act[15], which mandates that a suit for specific performance must be filed within three years from the date fixed for performance or from the time when the performance is refused.) Relief of specific performance cannot be granted in case of failure to comply with the stipulated timelines of the contract, and termination of the said contract. Readiness and willingness to perform the plaintiff’s part of the essential terms of the agreement are essential[16], When ATS is terminated for non-performance on part of the purchaser, they are no longer a bona fide purchaser. CONCLUSION An unregistered ATS cannot legally transfer any property, and cannot be enforced to the fullest extent. However, the Purchaser can sue the vendor for specific performance, and is entitled to a refund of the monies paid to the vendor. Purchaser must, however, (a) be mindful of the limitation period, and (b) must demonstrate willingness and ability to pay and perform his obligations in a timely manner. [1] Section 17 (1A) of the Registration Act. [2] As held by the Supreme Court in Shakeel Ahmed v. Syed Akhlaq Hussain [2023 SCC OnLine SC 1526]. [3] Sections 33 and 35 of the Stamp Act. [4] Section 35 of the Stamp Act. [5] As held by the Supreme Court in Jupudi Kesava Rao v. Pulavarthi Venkata Subbarao and others [1971 AIR 1070]. [6] Sections 35, 40 or 41 of the Stamp Act. [7] This principle has been upheld by (a) the High Court of (United) Andhra Pradesh in Linkwell Electronics Limited v. AP Electronics Development Corporation Limited [1997(3) ALD 336], and (b) by the Supreme Court In RE: Interplay Between Arbitration Agreements Under The Arbitration and Conciliation Act 1996 and The Indian Stamp Act 1899, in Curative Petition (C) No. 44 of 2023 in Review Petition (C) No. 704 of 2021 in Civil Appeal No. 1599 of 2020, and with Arbitration Petition No. 25 of 2023. [8] Section 49 of the Registration Act. [9]As also held by the Supreme Court of India on April 10, 2023 in R. Hemalatha v. Kashthuri [(2023) 10 SCC 725].    [10] Section 49 of the Registration Act. [11] P. Ramasubbamma v. V. Vijayalakshmi [(2022) 7 SCC 384]. [12] As held by the Supreme Court on August 10, 2023 in Alagammal and others. v. Ganesan and another [2024 SCC Online SC 30]. [13] As held by the Supreme Court in I.S. Sikandar (deceased) (represented by legal representatives). & others v. K. Subramani & others [AIRONLINE 2013 SC 32]; As also held by the Supreme Court of India in Sabbir (deceased) (through legal representatives) v. Anjuman (since deceased) (through legal representatives) [2023 SCC Online SC 1292]. [14] Section 55 of the Contract Act. [15] Article 54 of the Schedule of the Limitation Act. [16] As also provided under (a) section 16 of the Specific Relief Act, 1963 and (b) section 53A of TOPA