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Glossary

Terms used in the notes

Terms of Indian law used in the notes, each defined in two paragraphs of our own words, stated as at a date and linked to the primary sources it rests on.

A definition states what a term means and where it applies, as at the date given on its page. It is not advice on any matter. Each term links to the notes that use it.

A

  • Aggregator

    A digital intermediary that connects gig or platform workers with buyers of their services, which the Code on Social Security, 2020 brings within its duties.

  • Avoidance transaction

    A transaction of a corporate debtor on which the resolution professional must form an opinion, decide and file within days set by the Board's regulations.

B

  • Beneficial owner

    The natural person who ultimately owns or controls a customer, identified by banks and other reporting entities under the Prevention of Money-laundering Act, 2002.

C

  • Commercial wisdom

    The principle that the commercial judgement of the committee of creditors on a resolution plan belongs to the committee and is not open to judicial review.

  • Committee of creditors

    The body of financial creditors that takes the commercial decisions in a corporate insolvency resolution process, including whether to approve a resolution plan.

  • Consent manager

    A person registered with the Data Protection Board through which a data principal can give, manage, review and withdraw consent, from 13 November 2026.

  • Contract of indemnity

    A promise by one party to make good a loss suffered by the other, which allocates money between the parties but does not transfer a regulatory responsibility.

  • Corporate insolvency resolution process (CIRP)

    The time-bound process under the Insolvency and Bankruptcy Code, 2016 in which a corporate debtor is run by a resolution professional while its creditors consider a resolution plan.

D

  • Data fiduciary

    The person that decides the purpose and means of processing personal data, and who carries the duties under the Digital Personal Data Protection Act, 2023.

  • Data principal

    The individual to whom personal data relates, who holds the rights under the Digital Personal Data Protection Act, 2023 from 13 May 2027.

  • Data processor

    A person that processes personal data on behalf of a data fiduciary, whose processing remains the fiduciary's responsibility under the Digital Personal Data Protection Act, 2023.

E

F

  • Fast track merger

    A merger under section 233 of the Companies Act, 2013 between specified classes of company, approved without a scheme petition to the tribunal.

  • Fixed-term employment

    Employment for a fixed period, which the Code on Social Security, 2020 brings within gratuity after one year of service instead of five.

G

  • General corporate purposes

    The part of an issue's proceeds not tied to a named object, which for an SME issue is capped at fifteen per cent of the amount raised or INR 10 crore, whichever is lower.

  • Gratuity

    A payment to an employee for service, calculated at fifteen days' wages for each completed year and now governed by the Code on Social Security, 2020.

I

  • Information memorandum

    The document the resolution professional prepares on a corporate debtor so that the committee of creditors and resolution applicants can assess it.

L

  • Large defaulter

    A borrower with an outstanding of INR 1 crore or more, which the Reserve Bank's defaulter regime makes a large defaulter for reporting purposes.

  • Liquidated damages

    A sum named in a contract as payable on breach, which under section 74 of the Indian Contract Act, 1872 is a ceiling on reasonable compensation.

M

  • Marketability discount

    A reduction in the value of shares that cannot readily be sold, argued when a minority stake is valued on a buyout or a reduction of capital.

  • Monitoring agency

    An agency appointed to report on how an issuer uses the proceeds of a fresh issue, required for SME issues from INR 50 crore of fresh issue since March 2025.

N

  • Non-performing asset

    A loan account classified as non-performing under the Reserve Bank's prudential norms, the classification on which a secured creditor's enforcement rights depend.

O

  • Offer for sale

    The part of a public issue in which existing shareholders sell their shares, as distinct from the fresh issue of new shares by the company.

  • Oppression and mismanagement

    The ground for relief under sections 241 and 242 of the Companies Act, 2013 where a company's affairs are conducted in a manner prejudicial or oppressive to its members.

  • Optionality clause

    A clause in a foreign investment giving the non-resident a right to exit, permitted subject to a lock-in and a ceiling on the exit price.

P

  • Pari passu support

    Fiscal support paid in step with the applicant's own spending rather than ahead of it, the basis on which Semicon 2.0 pays its capital support.

  • Penal charges

    A lender's charge that, since the Reserve Bank's circular of 18 August 2023, is not an addition to the rate of interest and cannot be capitalised.

  • Personal data breach

    Unauthorised processing, or accidental disclosure, loss or alteration, of personal data that compromises its confidentiality, integrity or availability.

  • Predicate offence

    The underlying crime, listed in the Schedule to the Prevention of Money-laundering Act, 2002, from which the proceeds said to be laundered must have come.

  • Provisional attachment

    An order under section 5 of the Prevention of Money-laundering Act, 2002 that freezes property for up to 180 days pending confirmation by the Adjudicating Authority.

  • Put option

    A right of one shareholder to require another to buy its shares, enforceable in India if it meets the securities, exchange control and company law tests.

R

  • Re-skilling fund

    The fund under the labour codes to which transfers following retrenchment must be made within ten days.

  • Related party transaction

    A transaction between a listed entity and a related party, which regulation 23 of the SEBI LODR Regulations subjects to approval above a materiality threshold.

  • Reporting entity

    A bank, financial institution, intermediary or designated business or profession that must keep records and report under the Prevention of Money-laundering Act, 2002.

  • Resolution plan

    The proposal, approved by the committee of creditors and the adjudicating authority, under which a corporate debtor is taken over or restructured instead of being liquidated.

  • Right of first refusal

    A shareholder's right to be offered shares before they are sold to anyone else, enforceable between the parties who agreed to it.

  • Right of redemption

    A borrower's right to recover mortgaged property by paying the dues, which under section 13(8) of the SARFAESI Act ends at publication of the sale notice, on the 2025 reading.

  • Royalty financing

    Government co-investment repaid by a royalty on product revenue, offered to larger companies under the design pillar of Semicon 2.0.

S

  • Section 241 petition

    A petition to the National Company Law Tribunal under section 241 of the Companies Act, 2013 complaining that a company's affairs are conducted oppressively or prejudicially.

  • Secured creditor

    A lender holding a security interest, who may enforce it under the SARFAESI Act without the intervention of a court once the account is non-performing.

  • Significant data fiduciary

    A data fiduciary notified into a category that carries extra duties under section 10 of the Digital Personal Data Protection Act, 2023 and rule 13 of the 2025 Rules.

W

  • Waiver under section 244

    The tribunal's power under the proviso to section 244 of the Companies Act, 2013 to let a member petition for oppression without meeting the minimum holding.

  • Wilful defaulter

    A borrower that a lender classifies as a wilful defaulter after a show cause notice and a review, under the Reserve Bank's defaulter regime.