Shareholders' Agreements for Indian Joint Ventures: Reserved Matters, Deadlock and the Articles Problem (2026)

Written by the Delhi Legal Company India Entry & FDI Advisory team · Last updated August 2026 · Reviewed against the Companies Act, 2013 and the NDI Rules

Introduction

In most jurisdictions the shareholders’ agreement is the primary document and the articles are a formality. In India it can be the other way round.

Courts have held that the articles of association generally prevail, and an SHA clause that is not incorporated into the articles is often unenforceable against the company. In V.B. Rangaraj v. V.B. Gopalakrishnan the Supreme Court ruled on restrictions of this kind.

Under Section 10 of the Companies Act, 2013, the articles constitute a statutory contract and prevail over a private agreement in cases of direct conflict.

So a foreign investor with a carefully negotiated SHA, drafted from a home-jurisdiction template, may hold rights the company is not bound to honour.

The fix is to mirror the terms in the articles — which produces the second India-specific problem, because the articles are a public document that must be filed with the Registrar of Companies. Enforceability and confidentiality pull against each other, and the trade-off has to be made deliberately rather than discovered.

And then there is a third layer that no standard SHA template contains. Where one party is foreign, the exit mechanics have to work under FEMA as well as under contract. A drag-along that forces a sale to a buyer who fails the land border test, or a put option at a pre-agreed return, is a clause that cannot be performed.

This guide covers what the SHA has to do in India, how to make it bind, and the FDI overlay that shapes every exit clause in it.

About this guide

Delhi Legal Company works exclusively with foreign companies establishing and operating in India. The joint venture SHA is where corporate law, contract law and the FDI framework meet in a single document, and it is usually drafted by people who are expert in one of the three.

Where a rule is settled we state it. Where the drafting choice is commercial rather than legal — and much of it is — we set out the trade-off rather than a recommendation.

Primary sources: the Companies Act, 2013, particularly Sections 10, 14, 58 and 242; the NDI Rules, 2019; and the Indian Stamp Act, 1899 with state legislation.

1. What the SHA does that the statute does not

Without a shareholders’ agreement, the relationship between shareholders is governed solely by the Companies Act 2013 and the company’s articles of association. While these provide a basic framework, they do not address many critical scenarios that arise in real business situations.

Area	What the SHA adds
Governance	Board composition, quorum, reserved matters
Information	Financial reporting, inspection and board access rights
Transfers	Pre-emption, tag-along, drag-along
Economics	Anti-dilution, liquidation preference
Exit	Put and call options, buy-sell mechanics, valuation methodology
Deadlock	Escalation, mediation, separation mechanisms
Protection	Non-compete, confidentiality, IP ownership

2. The articles problem

This is the first thing to get right, and it is the point at which foreign templates fail.

A shareholders’ agreement binds only the parties who have signed it. Articles of association bind all shareholders by operation of Section 14 of the Companies Act, 2013. SHA provisions that restrict share transfers should be mirrored in the articles to be enforceable against future shareholders.

2.1 Two distinct consequences

Against the company. The articles are a statutory contract and prevail in direct conflict, so an SHA term inconsistent with the articles — or absent from them — may not bind the company itself.

Against future shareholders. The SHA binds signatories. A new shareholder who has not signed is not bound by it, whereas the articles bind every member automatically.

2.2 The remedy

The development of a shareholders’ agreement starts with agreement of the commercial terms and ends with having the SHA and the articles aligned. Following a structured process will greatly reduce the chance of including unenforceable provisions.

Practically: negotiate the SHA, then amend the articles by special resolution to incorporate the terms that need to bind the company and future members — transfer restrictions, board nomination rights, reserved matters, and the exit mechanics you would actually want to enforce.

The articles amendment is a filing and a step. Building it into the completion checklist prevents the common outcome, which is an executed SHA and articles that were never touched.

2.3 The confidentiality trade-off

The shareholders’ agreement is a private agreement, while the articles of association are a public document that must be filed with the Registrar of Companies.

Mirroring the SHA in the articles therefore puts commercial terms on the public record.

The honest position is that you cannot have full enforceability and full confidentiality. The practical approach is to mirror what must bind the company and future members — transfer restrictions above all — while leaving genuinely commercial detail, such as specific valuation formulae or economic thresholds, in the SHA where it binds the signatories as a matter of contract.

Make that split deliberately, clause by clause, rather than mirroring everything or nothing.

3. Deeds of adherence

The mechanism that keeps the SHA intact as the shareholder base changes.

The SHA binds only the parties who have signed, not future shareholders unless they execute a deed of adherence.

Every SHA should require that no transfer is registered unless the transferee executes a deed of adherence, and that requirement should appear in the articles — because it is the company that registers transfers, and the articles are what bind it.

Without it, a shareholder can defeat the whole agreement by transferring to someone who never signed.

4. Transfer restrictions: what makes them stick

Under Section 58(2) of the Companies Act, 2013, any contract or arrangement between two or more persons in respect of transfer of securities is enforceable as a contract.

While the section states that the securities of a public company are freely transferable, the proviso clarifies that any contract or arrangement between two or more persons in respect of the transfer of securities shall be enforceable as a contract. This legislative recognition allows shareholders to enforce private arrangements such as a right of first refusal or right of first offer, even in a public company setting where free transferability is the general norm.

4.1 What this means

Transfer restrictions between shareholders are enforceable as contracts. That is settled, and it is a stronger position than the pre-2013 debate suggested.

But it enforces the arrangement between the parties. Making it bind the company — so that the company refuses to register a transfer made in breach — still points back to the articles.

Both layers are needed. The contract gives you a claim against the transferring shareholder; the articles stop the transfer being registered.

5. Reserved matters

Reserved matters are decisions that require the consent of a specified shareholder, typically the investor, or a specified supermajority, in addition to the normal board or shareholder majority. They give an investor a practical veto over decisions that could materially affect their investment without requiring control of the board.

Standard reserved matters include change in capital structure, new share issuance, alteration of the articles, incurrence of debt above a threshold, acquisition or disposal of material assets, and entry into a new line of business.

Typical reserved matters include issuing new shares, changing the nature of the business, borrowing above a set limit, approving annual budgets, and selling major assets. Carefully drafted reserved matters protect investors without making routine management impractical.

5.1 The discipline on the list

Reserved matters should be limited to genuinely material corporate actions. Founders must resist operational veto rights in the guise of protective provisions.

A list that extends into operational decisions — hiring below board level, individual contracts, ordinary procurement — produces a company that cannot function between board meetings, and a partner relationship that sours quickly.

Set thresholds by value and by materiality, and revisit them as the business scales, because a threshold set at incorporation becomes an operational veto three years later.

5.2 The trap foreign investors most need to know

This is the point no standard SHA guidance makes, and it matters enormously for a foreign party.

Reserved matters are a form of control. Under the FDI framework, an Indian company is foreign owned or controlled where non-residents can direct its management or policy decisions through shareholders’ agreement rights — not only where they hold a majority of equity.

So a foreign investor at 30% with an extensive reserved matters list, or the right to appoint a majority of directors, may make the company an FOCC.

The consequences follow immediately: any investment that company makes in another Indian entity becomes indirect foreign investment, subject to the entry route, sectoral caps and pricing guidelines; a reclassification report is due within thirty days; and the company cannot fund such investments with borrowed money.

See downstream investment and Form DI.

5.3 Design the list with that in view

For a foreign investor who wants protection but does not want to trigger FOCC status, the reserved matters list has to be calibrated. Protective negative rights over fundamental corporate actions sit differently from rights that amount to directing policy.

That is a judgement to take deliberately, with the FDI consequence priced in, rather than an accident of a well-drafted investor protection package.

6. Transfer and exit mechanics

Mechanism	What it does
Right of First Refusal	Existing shareholders may purchase shares a fellow shareholder proposes to transfer to a third party, at the same price and on the same terms as the proposed third-party transaction
Right of First Offer	The selling shareholder must first offer the shares to existing shareholders at a stated price before approaching third parties
Tag-along	Minority right to co-sell on the majority’s terms
Drag-along	Majority right to compel the minority into a sale
Put and call options	Rights to require purchase or sale on defined triggers
Buy-sell or shotgun	One party names a price; the other chooses to buy or sell at it

6.1 ROFR or ROFO — the choice is not neutral

ROFRs are more protective for remaining shareholders because the price is anchored to an actual third-party offer. ROFOs are more selling-shareholder-friendly because the seller controls the initial price.

The other consideration is commercial. A ROFR makes the shares harder to sell, because a third party must run a full process knowing it can be matched. A ROFO leaves the seller freer to find a buyer.

Which you want depends on whether you expect to be the seller or the one staying.

6.2 The drag-along point for foreign parties

A drag-along assumes the minority can be compelled to sell to the buyer the majority has found.

Where a foreign shareholder is being dragged, or where the buyer is foreign, the transfer engages the FDI pricing guidelines and the transfer reporting — and, where the buyer’s ownership chain touches a land border country, the government approval requirement.

A drag-along with no carve-out for regulatory impossibility can require a party to do something it cannot lawfully do. Build the condition into the clause.

7. The FEMA overlay on exit clauses

The layer that standard SHA templates do not contain, and the one that most often makes an Indian JV clause unperformable.

Clause	FDI constraint
Put option at a pre-agreed price	Assured returns to a non-resident are not permitted. Options are available, but not with a guaranteed exit price or minimum return
Transfer from a non-resident to a resident	Price cannot exceed fair market value — a ceiling
Transfer from a resident to a non-resident	Price cannot be below fair market value — a floor
Drag-along to a foreign buyer	Sectoral cap, entry route, and the land border analysis on the buyer
Any transfer between resident and non-resident	FC-TRS reporting
Fresh issue on an anti-dilution adjustment	Pricing guidelines and valuation apply

7.1 The assured return point

This is the single most common FEMA failure in a JV agreement drafted abroad.

A put option giving the foreign investor the right to sell its shares back at cost plus a fixed IRR is a standard private equity protection in many jurisdictions. In India, an arrangement guaranteeing a non-resident an assured return on an equity investment is not permitted, because equity must carry equity risk.

Options themselves are available. What is not available is the guaranteed price.

The workable formulation is an option exercisable at fair market value determined at the time of exercise, in accordance with the pricing guidelines — which gives the exit route without the assured return.

See share valuation for FDI.

7.2 The ceiling on the way out

Where a foreign shareholder sells to an Indian party, the price cannot exceed fair market value. A negotiated exit price above that cannot simply be paid, whatever the SHA says.

That constrains buy-sell and shotgun mechanisms in a way the drafting rarely anticipates, because those mechanics assume a freely chosen price.

7.3 Draft the clause to survive

Every exit clause in an India JV should be expressed as subject to applicable law and the pricing guidelines, with a fallback where the contractual price cannot lawfully be paid — typically the closest lawful price, or a defined adjustment.

A clause that simply states a price, with no regulatory qualification, is a clause that fails at the moment it matters.

8. Deadlock

Deadlock resolution options include mediation, escalation to senior management, or a buy-sell mechanism such as Russian roulette or a Texas shootout.

Equal shareholders without a deadlock mechanism can paralyse the company.

8.1 Build the ladder

The sensible structure escalates:

Referral to nominated senior executives of each party, within a defined period
Mediation, where the parties want it
A separation mechanism — buy-sell, put and call, or a sale of the company

The separation mechanism is the one that matters. Escalation and mediation only work where both parties want a resolution; the separation mechanism works where one does not.

8.2 The judicial direction

Indian public policy favours ease of doing business and the preservation of viable enterprises. This judicial approach signals a shift towards protecting investor rights and enforcing contractual bargains in the face of management disputes. For foreign investors, this underscores the necessity of including robust deadlock resolution clauses, as they provide a clear pathway to exit or take control when a partnership becomes unworkable.

The direction is favourable, but note what it rewards: contractual bargains. The courts enforce what the parties agreed. Where nothing was agreed, there is nothing to enforce.

8.3 If there is no mechanism

Where the SHA contains a buy-sell clause with a defined valuation methodology and trigger event, the non-breaching party can seek specific performance through arbitration or the courts. If no contractual mechanism exists, the aggrieved party may need to rely on oppression remedies under Section 242 of the Companies Act, which empowers the NCLT to order the purchase of a minority’s shares by the majority, or vice versa.

Section 242 is a real remedy, and it is a poor substitute for a clause. It requires establishing oppression or mismanagement, it takes years, and the outcome is at the tribunal’s discretion rather than on terms you negotiated.

8.4 The valuation methodology is the clause

Without a clear valuation formula, share buybacks and exits become contentious.

A buy-sell mechanism with no defined valuation methodology is an agreement to argue later. Specify the method, the valuer, how the valuer is appointed if the parties disagree, and the timeline — and check the result against the FEMA pricing constraint.

9. Economics

9.1 Anti-dilution

Anti-dilution provisions should be negotiated as broad-based weighted average, not full ratchet.

Full ratchet reprices the earlier investment to the new round’s price regardless of size, which can be severe on the other shareholders after even a small down round. Broad-based weighted average adjusts proportionately.

Note that any adjustment implemented by a fresh issue engages the pricing guidelines and the valuation requirement.

9.2 Liquidation preference

Liquidation preference with participation, sometimes called a double dip, significantly erodes returns in exit scenarios. Push for non-participating preferred.

Participating preferred takes the preference amount and then shares in the balance. Non-participating takes the greater of the preference or the pro rata share. The difference is substantial at mid-range exit values.

10. Restrictive covenants

Non-compete clauses that are too broad in time, geography or scope are unenforceable under Indian law.

The Indian position on restraint of trade is stricter than most foreign parties expect, and it differs between the shareholder context and the employment context.

A non-compete on a shareholder during the joint venture, restricting competition with the venture while a party to it, sits on considerably firmer ground than a post-exit restraint on an individual. Draft the two separately and do not import employment-style covenants into the SHA unexamined.

See employment contracts in India for foreign employers for the employment position.

11. Dispute resolution

The choice between arbitration and courts is not binary.

For a JV SHA the arbitration clause is the provision most likely to determine whether any of the others can be enforced. Three points specific to this document:

Seat. Where all the assets and the company are in India, an Indian seat gives tribunal interim measures that are directly enforceable, which matters when you need to restrain a transfer or a board action urgently.

Interim relief carve-out. Preserve the right to approach Indian courts, expressly. A broadly drafted waiver can exclude it.

Specific performance. The remedies that matter here — compelling a transfer, restraining a breach — are specific performance rather than damages. Make sure the clause and the forum can deliver them.

See arbitration clauses in India contracts.

12. Stamping

The agreement is enforceable under the Indian Contract Act, 1872 and requires stamping under the Indian Stamp Act, 1899; stamp duty requirements vary based on the respective states.

An inadequately stamped agreement generates a preliminary objection before the substance is reached. Stamp it at the correct value under the applicable state legislation, at or before execution.

13. Two situations, worked through

Scenario A — The rights that did not bind the company

A European group takes 40% of an Indian joint venture. Its counsel drafts a comprehensive SHA on the home template: board nomination rights, reserved matters, pre-emption on transfers, a drag-along and a put option. The articles are left as the standard form adopted at incorporation.

What happens. The Indian partner transfers a block of shares to a third party in breach of the pre-emption clause, and the company registers the transfer.

The position. The SHA gives a contractual claim against the transferring shareholder. It does not bind the company, which was not required by its articles to refuse registration, and it does not bind the transferee, who never signed.

What would have prevented it. Mirroring the transfer restrictions in the articles by special resolution, and requiring a deed of adherence as a condition of registration — also in the articles.

Scenario B — The put option that could not be exercised

A foreign investor negotiates a put option requiring the Indian promoter to buy back its shares after five years at cost plus a fixed annual return.

The problem. An arrangement guaranteeing a non-resident an assured return on equity is not permitted, and separately the price on a transfer from a non-resident to a resident cannot exceed fair market value.

The consequence. The clause the investor most relied on is the one that cannot be performed, discovered at the moment of exercise.

The workable version. A put exercisable at fair market value determined at exercise under the pricing guidelines, with a clear valuation methodology and appointment mechanism — an exit route without the assured return.

14. Twelve mistakes

Drafting the SHA on a home template and leaving the articles untouched.
Assuming the SHA binds the company. The articles are a statutory contract and prevail in conflict.
Not requiring a deed of adherence, so a transfer to a non-signatory defeats the agreement.
Mirroring everything into the articles without considering that they are public.
An extensive reserved matters list that inadvertently makes the company an FOCC.
Reserved matters extending into operations, paralysing the business between board meetings.
A put option at an assured return, which is not permitted for a non-resident.
Exit prices stated without regard to the pricing guidelines ceiling and floor.
A drag-along with no regulatory carve-out, compelling a sale that cannot lawfully complete.
A buy-sell with no defined valuation methodology, which is an agreement to argue later.
Full ratchet anti-dilution where broad-based weighted average is the market position.
An inadequately stamped agreement, producing a preliminary objection before the merits.

15. Checklist

Structure

Board composition, quorum and nomination rights agreed
Reserved matters limited to genuinely material corporate actions, with thresholds by value
Reserved matters and board rights tested against FOCC status, with the downstream investment consequence priced in
Information and inspection rights defined

Making it bind

Articles amended by special resolution to incorporate what must bind the company and future members
Split decided clause by clause between articles and SHA, weighing enforceability against publicity
Deed of adherence required as a condition of registering any transfer, stated in the articles
Articles amendment on the completion checklist, not left to follow

Transfers and exit

ROFR or ROFO chosen deliberately, on whether you expect to be the seller or the one staying
Tag-along and drag-along thresholds agreed
Drag-along carved out for regulatory impossibility
Every price mechanism tested against the FEMA floor and ceiling
No assured return to the non-resident — options at fair market value at exercise
Valuation methodology, valuer and appointment mechanism specified
FC-TRS and reporting consequences of each exit route mapped
Land border analysis applied to any prospective buyer

Protection and process

Deadlock ladder with a separation mechanism at the end
Anti-dilution as broad-based weighted average
Liquidation preference non-participating where achievable
Non-compete drafted for the shareholder context, not imported from an employment template
Arbitration clause with the seat named, interim relief preserved, and specific performance available
Agreement stamped at the correct value under the applicable state legislation

Negotiating an Indian joint venture?

The two clauses foreign investors rely on most — the put option and the transfer restrictions — are the two most likely to fail in India, for entirely different reasons. Send us the draft SHA and the current articles and we will tell you what needs to move into the articles, whether the reserved matters create FOCC status, and which exit mechanics can actually be performed.

16. Frequently asked questions

Q1. Does a shareholders’ agreement bind the company in India?

Not necessarily. Courts have held that the articles of association generally prevail, and an SHA clause not incorporated into the articles is often unenforceable against the company. Under Section 10 of the Companies Act, 2013 the articles constitute a statutory contract and prevail in cases of direct conflict.

Q2. Why does this matter more in India than elsewhere?

Because in many jurisdictions the SHA is the primary document and the articles a formality. In India the relationship can be the reverse, so a foreign investor with a carefully negotiated SHA drafted from a home template may hold rights the company is not bound to honour.

Q3. What is the fix?

Mirror the terms in the articles. Negotiate the SHA, then amend the articles by special resolution to incorporate the terms that need to bind the company and future members — transfer restrictions, board nomination rights, reserved matters and the exit mechanics you would actually enforce.

Q4. Doesn’t that make our commercial terms public?

Yes, and that is the trade-off. The SHA is private while the articles are a public document filed with the Registrar. You cannot have full enforceability and full confidentiality, so mirror what must bind the company and future members while leaving genuinely commercial detail, such as valuation formulae, in the SHA.

Q5. Does the SHA bind new shareholders?

No, unless they execute a deed of adherence. The SHA binds only signatories, whereas the articles bind all shareholders by operation of Section 14. Without an adherence requirement a shareholder can defeat the whole agreement by transferring to someone who never signed.

Q6. How do we make the adherence requirement effective?

Put it in the articles as well as the SHA — no transfer is registered unless the transferee executes a deed of adherence. It is the company that registers transfers, and the articles are what bind the company.

Q7. Are transfer restrictions enforceable in India?

Yes as contracts. Under Section 58(2) any contract or arrangement between two or more persons in respect of transfer of securities is enforceable as a contract, which allows enforcement of a right of first refusal or first offer even in a public company where free transferability is the norm.

Q8. So is the contract enough on its own?

No. It enforces the arrangement between the parties and gives a claim against the transferring shareholder. Making the company refuse to register a transfer made in breach still points back to the articles, so both layers are needed.

Q9. What are reserved matters?

Decisions requiring the consent of a specified shareholder or a specified supermajority in addition to the normal majority. They give an investor a practical veto over decisions that could materially affect the investment without requiring board control — typically capital structure changes, new share issuance, alteration of the articles, borrowing above a threshold and disposal of material assets.

Q10. How long should the reserved matters list be?

Limited to genuinely material corporate actions. A list extending into operational decisions produces a company that cannot function between board meetings. Set thresholds by value and materiality and revisit them as the business scales, since a threshold set at incorporation becomes an operational veto three years later.

Q11. Can reserved matters create FDI consequences?

Yes, and this is the point most SHA guidance misses. An Indian company is foreign owned or controlled where non-residents can direct management or policy decisions through shareholders’ agreement rights, not only where they hold a majority. A foreign investor at 30 per cent with an extensive reserved matters list may make the company an FOCC.

Q12. What follows if the company becomes an FOCC?

Any investment it makes in another Indian entity becomes indirect foreign investment subject to entry route, sectoral caps and pricing guidelines; a reclassification report is due within thirty days; and it cannot fund such investments with borrowed money. The reserved matters list should be calibrated with that consequence priced in.

Q13. Should we take a ROFR or a ROFO?

ROFRs are more protective for remaining shareholders because the price is anchored to an actual third-party offer. ROFOs are more seller-friendly because the seller controls the initial price. A ROFR also makes shares harder to sell, since a third party must run a full process knowing it can be matched, so the choice depends on whether you expect to be the seller or the one staying.

Q14. Can we include a put option at a guaranteed return?

No. An arrangement guaranteeing a non-resident an assured return on an equity investment is not permitted, because equity must carry equity risk. Options themselves are available — what is not available is the guaranteed price. This is the most common FEMA failure in JV agreements drafted abroad.

Q15. What put option formulation does work?

An option exercisable at fair market value determined at the time of exercise, in accordance with the pricing guidelines, with a clear valuation methodology and appointment mechanism. That gives the exit route without the assured return.

Q16. Can we agree an exit price in the SHA?

Only subject to the pricing guidelines. On a transfer from a non-resident to a resident the price cannot exceed fair market value; on a transfer from a resident to a non-resident it cannot be below it. A negotiated exit price outside those limits cannot be paid, whatever the agreement says.

Q17. How should a drag-along be drafted for an Indian JV?

With a carve-out for regulatory impossibility. Where a foreign shareholder is dragged, or the buyer is foreign, the transfer engages pricing guidelines, transfer reporting and, where the buyer’s chain touches a land border country, government approval. A drag with no qualification can require a party to do something it cannot lawfully do.

Q18. What deadlock mechanism should an Indian JV have?

An escalating ladder: referral to nominated senior executives within a defined period, mediation where wanted, and a separation mechanism such as buy-sell, put and call, or a sale of the company. The separation mechanism matters most, because escalation and mediation only work where both parties want a resolution.

Q19. What happens if there is no deadlock clause?

The aggrieved party may need to rely on oppression remedies under Section 242 of the Companies Act, under which the NCLT can order the purchase of a minority’s shares by the majority or vice versa. It is a real remedy but a poor substitute — it requires establishing oppression or mismanagement, takes years, and the outcome is at the tribunal’s discretion.

Q20. Why does the valuation methodology matter so much?

Because without a clear valuation formula, buybacks and exits become contentious, and a buy-sell mechanism with no defined methodology is an agreement to argue later. Specify the method, the valuer, how the valuer is appointed if the parties disagree, and the timeline — then check the result against the FEMA pricing constraint.

Q21. What anti-dilution and liquidation preference terms are market?

Anti-dilution as broad-based weighted average rather than full ratchet, which reprices earlier investment to the new round’s price regardless of size. Liquidation preference as non-participating rather than participating, since participation takes the preference and then shares in the balance, materially eroding returns at mid-range exit values.

Q22. Are non-compete clauses enforceable in an Indian SHA?

Clauses too broad in time, geography or scope are unenforceable under Indian law, and the position is stricter than most foreign parties expect. A restriction on a shareholder competing with the venture while a party to it sits on firmer ground than a post-exit restraint, so the two should be drafted separately rather than imported from an employment template.

Talk to us before the term sheet is signed

Delhi Legal Company works exclusively with foreign companies establishing and operating in India. Joint venture structuring, SHA drafting and negotiation, articles alignment, FOCC and downstream investment analysis, exit mechanics tested against the pricing guidelines, and the arbitration clause behind all of it — handled as one workstream, because in India these are not separable questions.

How we usually start. Send us the term sheet or draft SHA and the company’s current articles. We come back with what must move into the articles, whether the reserved matters create FOCC status, which exit mechanics can lawfully be performed, and where the drafting will fail if left as it is.

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Shareholders’ Agreements for Indian Joint Ventures: Reserved Matters, Deadlock and the Articles Problem (2026)