In absence of adequate industry specific legislations for various sectors in India, the rights, interests and obligations of the parties to a contract are substantially governed by the documents duly executed between them. It is crucial for the parties to ensure that negotiations and definitive documentation of the transaction reflects commercial objectives, complies with the regulatory framework, protects their rights and is enforceable.
We assist our clients with drafting, reviewing, negotiating, finalizing and execution of various commercial agreements like share purchase agreements, shareholder’s agreements, technology transfer agreements, distribution agreements, partnership agreements, loan agreements, service and master service agreements, hire/purchase agreement, tenders issued by government bodies and private parties, software development agreements, license agreements, non-disclosure agreements, dealership agreements, business collaboration agreements, supply and master supply agreements, marketing agreements, sale agreements, agency agreements, IT agreements, etc. We ensure that our clients receive clear, concise, unambiguous and practical advice with respect to the set of documents to be executed, for successfully meeting with their objectives.
Corporates often implement combinations for synergies with the objective of cross selling opportunities, achieving economies of scale and vertical integration. This may typically be achieved by way of transactions like acquisition, joint ventures, slump sale, etc. Our transactional advisory represents a significant proportion of our corporate practice.
Our team members have assisted several entities in diverse sectors with respect to negotiations (commencing at the term sheet stage and followed by the transaction documents), due diligence, structuring of transactions, drafting and finalization of transaction documents (like shareholders agreements, share purchase agreements, share subscription agreements, joint venture agreements), completion of conditions precedents, company formation and compliances upon closure.
Our extensive due diligence experience assists clients in conducting a thorough appraisal. We issue descriptive and also summary reports that identify risks categorized in a ‘probable’, ‘possible’ and ‘remote’ matrix. In addition, we also suggest mitigating and corrective actions that can be undertaken prior to transaction closure. Based on our legal due diligence, we assist clients in negotiating warranties, liability and enforcement issues with their counterparties.
It is crucial for clients to ensure that negotiations and definitive documentation of the transaction reflects commercial objectives, complies with the regulatory framework, protects the investor’s rights and is enforceable. We also assist our clients on filing of relevant statutory forms and applications, foreign exchange compliance and appropriate transaction disclosures to authorities.
Foreign Exchange | Commercial Laws | Company Law | Sales of Goods | Strategies & Solutions | Corporate Governance |Secretarial Due Diligence |Board meetings and Shareholder's meetings | Corporate Social Responsibility |Related Party Transactions | Incorporation of legal entities | Inter-corporate loans | Appointment and Removal of Directors and KMPs | Entry Routes for Foreign Nationals in India | Funds Raising via Private Placement, Preferential Issue, etc.
Although Government of India has undertaken substantial economic and financial reforms, India continues to have rather complex corporate and foreign exchange control norms. Therefore, it is crucial for clients to determine the nature of regulatory approvals and disclosure requirements that their investment plans will attract. Our team members have significant experience in advising clients on foreign exchange laws prevalent in India. We regularly advise foreign entities with respect to the investment vehicles and structures sinking with their objectives and requirements, sectoral caps, compliances under the foreign exchange laws, etc. Further, our team on behalf of the clients deals and liaisons with several government authorities, including the Reserve Bank of India, for the purposes of seeking approvals as and when required.
Ministry of Corporate Affairs is very watchful and keeping close eye on corporate filings and issuing show cause notices to companies which are either non-compliant with CSR norms or providing inadequate disclosures in annual reports and filings. Therefore, it becomes highly imperative for every corporate to ensure that adequate disclosures are given in the returns and corporate filings. We help and advice our clients in identifying CSR projects and how to structure CSR in their overall corporate strategy. We also regularly advise entities with respect to the disclosure requirements required at Board & senior management level in compliance with SEBI guidelines & Companies Act, 2013, disclosures required in Board's report.
Besides the aforesaid, our team routinely advises entities on various corporate commercial laws, statutory compliances, reporting requirements, contractual issues, etc.
Companies Act, 2013 | Foreign Exchange and Management Act, 1999 | Compliance Tracking & Monitoring | Disclosures in Directors Report | Compounding of various offences under Companies Act, 2013, SEBI and FEMA | Compliance with Secretarial Standards on Board and General Meetings
The Companies Act, 2013 has raised the bar for corporate governance and at the same time penal consequences with respect to non-compliances of the same have been exponentially increased. In fact, many of the said statutory provisions provide for prosecution of directors, officers in default and key managerial personnel. Similarly, failure to comply with the requirements of FEMA may attract exorbitant penalties. Thus, an absolute compliance with the provisions of the Companies Act, 2013 and FEMA is a must for all companies in India.
Our team on ground (comprising of lawyers and company secretaries) provides unmatched compliance services on a fixed fee basis ensuring that the clients continue to operate in a risk free zone in relation to corporate governance and industrial regulations.