- International Joint Ventures
Our firm offers consultancy on issues of forming joint ventures
and technical collaborations in India and abroad. Direct investment into
India, in many instances, requires the permission and other regulatory
compliances. It is imperative that there exist a strong joint venture
and/or shareholders agreement that governs the relationship between the
foreign and Indian partners. We assist foreign investors in negotiating
with Indian companies and vice versa, we also provide consultancy in due
diligence and drafting the relevant agreements and other documentation
to facilitate the business arrangements. We provide overseas investors
comprehensive advice in connection with the regulatory framework
governing their investment into India. Our lawyers and consultants have
an insightful view of the working of Indian companies and the regulatory
framework that proves useful to foreign investors.
- Mergers & Acquisitions
As an integral part of a multi-service law firm, we provide
cost-effective, time-sensitive and integrated legal advice on Merger
& Acquisitions (“M&A”). Our resources and team-oriented approach
gives a decided advantage in the transaction. Our consultants advise
clients on all aspects of M&A including on lines of the Takeover
code as revised by the Securities and Exchange Board of India.
Mergers and/or amalgamations are effected through the Indian
Companies Act, 1956, where a court sanction is required. By virtue of
the Takeover code Companies can be taken over through a public offer if
15% or more of the equity shares of a company are purchased. A foreign
company interested in taking over an Indian company first needs the
requisite permissions for equity acquisition from the relevant
authorities. A foreign company would need to expedite the work in order
to meet the deadlines imposed by the Takeover Code. In M&A matters,
our lawyers work closely with merchant bankers, accountants and other
professionals.
- General Corporate Work
We provide services and consultancy with respect to resolution of
corporate and commercial disputes involving shareholders’ rights,
directors’ duties and winding up of companies. Our services include
advise on drafting board resolutions and assist companies in
administration matters. Partners of the firm also serve as directors and
alternate directors on the boards of companies.
- Corporate Structuring
Under the Companies Act, 1956, as amended, it is possible to
incorporate private, public and non-profit companies. A private limited
company (closely held corporation) requires a minimum of two directors
and between two and fifty members. Its articles of association must
impose restrictions on transfer of its shares. Additionally, a private
limited company cannot raise funds from the public through IPOs, etc. A
public limited company, on the other hand, requires a minimum of three
directors and seven members. It can generate equity capital by issuing
shares to the public.
We advise on laws pertaining to permanent establishments and the
issues that need to be taken into account before setting up the
corporate structure. In that regard we offer services and advise on
structuring companies and provide the best possible solutions to enable
the establishment of companies.
- Corporate Tax
The rate of corporate tax applicable to Indian companies is 35%
plus a 5% surcharge. The current rate of corporate tax applicable to
branch offices and/or permanent establishments of foreign companies in
India is 40% plus a 5% surcharge.
Our services include advising on the complex corporate tax
structures.
- Corporate Governance & Corporate Responsibility
We also provide consultancy and offer services in the field of
corporate governance and responsibility. Our services in that regard
include:
- Advising CEOs and CFOs regarding ROC filings
- Advising audit committees on matters relating to the retention,
compensation and oversight of a company’s outside auditors
- Advising companies with respect to legal matters relating to the
design, monitoring and evaluation of internal financial controls
- Advising companies, their boards of directors and their audit
committees with respect to the development, implementation and
enforcement of Codes of Ethics for senior financial officers
- Advising companies, their boards of directors, audit committees
and compensation committees with respect to issues surrounding
compensation, and transactions with senior executives and directors
- Advising companies and their management of issues with respect to
officer and director fiduciary duties
