Corporate Law

Equipped with a thorough knowledge of Indian Company Law, a deep understanding of both the substantive and procedural law, and backed by a very strong company secretarial support team, we advise on all the myriad and legal and compliance aspects of Companies Act, which are experienced right from setting up of companies to their management and administration, reorganization and winding up.

The scope of company law services provided by us includes rendering the entire gamut of legal counselling and compliance services in connection with the following broad subjects:-

1. Setting up of different structures and kinds of companies like private, public (unlisted and listed), companies with charitable objects, one person companies, small companies, foreign companies, investment companies and incorporation thereof.
2. Drafting and alteration of charter documents.
3. Change of name.
4. Shifting of registered office.
5. Reorganization and alteration of share capital.
6. Conversion of companies from one form to another.
7. Issue of various kinds of securities.
8. Public issue, rights issue, bonus shares, private placement and preferential issue.
9. Class Shares.
10. Debentures.
11. ESOPs.
12. Sweat equity.
13. Reduction of capital.
14. Buy back of securities.
15. Registration and satisfaction of charges.
16. Transfer and transmission of securities.
17. Membership and various kinds of directorships.
18. Committees formation and functioning.
19. Key managerial personnel.
20. Managerial remuneration.
21. Employment and office or place of profit.
22. Related party contracts.
23. Board and members’ meetings.
24. Inter corporate transactions.
25. Acceptance of deposits.
26. Maintenance of statutory records.
27. Winding up.
28. Compounding of offences.
29. Compromises, Arrangements, Mergers, Demergers & Amalgamations.
30. Global Depository Receipts.
31. Corporate Social Responsibility.
32. Audit and Auditors.
33. Foreign companies.
34. Oppression and Mismanagement.
35. Inspection, Enquiry and Investigation of affairs.
36. Representations & Liaison with various statutory administrative, judicial and quasi- judicial company law authorities / bodies such as the RoC, RD, Official Liquidator, National Company Law Tribunal, Appellate Tribunal, High Court, Special Courts etc.

The firm advises on legal and compliances aspects relating to transactions and events occurring over both primary and secondary securities markets.

The scope of services include rendering the entire gamut of legal counselling and compliance services under the purview of SEBI Regulations in connection with the following broad subjects :

• Initial public offers.
• Issue and listing pursuant to rights issue, bonus issue, preferential issue, qualified institutional placement of various types of securities like equity shares, shares with differential rights, hybrid instruments, preference shares, debentures, bonds, IDRs, etc.
• ESOPs.
• Compliances under equity and debt listing regulations.
• Corporate governance.
• Listing and delisting of securities.
• Event based and periodical compliances under listing regulations.
• Insider trading.
• Buyback of securities.
• Alternate Investments Funds.
• FIIs.
• Collective Investment Schemes.
• Investment Advisers, Portfolio Managers.
• Takeovers.
• Delisting.
• Consent mechanism (compounding of offences).
• Informal guidance.
• Takeover panel exemption.
• Opinions on various regulatory issues affecting listed companies/promoters and intermediaries registered with SEBI in relation to above.
• Appearing before SEBI Adjudicating Officer, Securities Appellate Tribunal.

The firm gives legal advice on implementation of various restructuring strategies such as mergers, demergers, amalgamations, slump sale, joint ventures, business acquisitions, disinvestment’s, hive offs, takeovers, strategic alliances and franchises etc.

It advises on myriad legal and regulatory / compliance provisions, legal intricacies, procedural aspects, due diligence aspects, taxation aspects, stamp duty aspects, implications under competition law, exchange control aspects in relation to the above mentioned areas of restructuring.

The services include :

• preparing the activity and time schedules for planning the restructuring.
• preparing various types of restructuring arrangement schemes of amalgamation / merger / demerger.
• drafting joint venture agreements, business takeover / business transfer agreements.
• advising on funding through various types of financial instruments.
• making court / Tribunal applications and filing the schemes with the courts / tribunals.
• filing of various forms in the process of restructuring,
  vii. obtaining necessary approvals from the relevant judicial, quasi judicial and administrative bodies like RoC, RD, Official Liquidator, SEBI, RBI, CCI, stock exchanges, financial institutions, Income Tax Authorities.
• assistance in convening court / tribunal ordered members and creditors meetings.
• preparation of notices, petitions, minutes etc documentation in relation to a particular restructuring.
• In relation to takeovers, the firm advise on various legal, procedural and compliance provisions required for takeover strategies / bids, open offers, creeping acquisitions, statutory event based and periodical disclosures, defense strategies to takeover bids, conditional and competitive offers, computation of offer prices, making public announcements, obligations of various parties etc.

In relation to various stages of an investment cycle, we provide legal services commencing from execution of term sheet till the completion of the transaction.

The scope of services includes :

• providing viable structures for fund investment.
• structuring and identifying the relevant securities for investment.
• drafting, reviewing and negotiation of various types of investment agreements like shares / securities subscription agreement, share / securities purchase agreement, share / securities holders agreement, business takeover agreements, non compete and non disclosure agreements, escrow agreements, swap agreements etc.
• advising on various legal and compliance issues in relation to a transaction including exit strategies, closing of the transaction, post closing ongoing compliances etc.
• amendment of Articles of Association post closing.

Our team is retained by private equity / venture capital clients, financial investors and acquirers prior to an investment transaction to conduct a legal due diligence on the companies in which they propose to invest into.

Confidential legal documents and information of a target company / entity (ies) are examined, and appraised by the firm’s members in a careful and methodological manner to do a ‘background check’ and identify key legal issues / potential legal pitfalls and liabilities by scrutiny of past, present and predictable future legal aspects in relation to business of a target company / entity.

The scope of the legal due diligence includes checking and identifying key legal issues broadly relating to areas of corporate / regulatory legal compliances, secretarial and company law compliances, securities law and exchange control compliances, issues relating to IPR, labour issues, issues relating to contractual documentation, onerous contracts, licenses and permissions, pending and potential law suits, real estate and ownership issues and insurance issues.

Post completion of legal due diligence, we issue a due diligence report providing information, insights of various legal aspects of company and key legal issues in various areas as mentioned above, risks of transaction, if any, the warranties and indemnities which needs to be obtained from vendors etc. In the due diligence reports, our clients are informed about not only the legal risk assessment / issues but also its cure and prevention for past legal non compliances and legal future risks by way of corresponding recommendations to solve the problems uncovered and minimize legal risks.

We provide objective and reliable information on legal aspects of the Investee company which help in making our clients a well informed decision in relation to a transaction before making any written commitments.

Some other transactions where the our legal due diligence services are utilised are for mergers, joint ventures, strategic partnerships and alliances.

We provide legal advice and assistance on various aspects of foreign inbound and outbound transactions which fall under the legal and regulatory framework of the Foreign Exchange Management Act, 1999.

Our services include advising on :

• types of instruments to be used for foreign investment.
• issue and transfer of shares from resident to non resident and vice versa.
• entry routes for investment and conditions in various types of entities like companies, firms, trusts, LLPs etc.
• pricing guidelines.
• downstream foreign investments.
• obtaining necessary approvals from bodies like FIPB, RBI.
• technical and financial collaborations.
• cross border joint ventures, mergers, alliances, etc.
• setting up of branch, liaison and project offices in India by foreign entities.
• sector specific advise on FDI under automatic and approval route.
• overseas investments by various concerns.
• setting up of subsidiaries abroad by Indian companies.
• periodical and annual reporting to RBI, FIPB etc regulatory bodies for both inbound and outbound transactions.
• external commercial borrowings.
• issue of GDRs, ADRs, IDRs, FCCBs.
• several capital account and current account transactions.
• compounding of contraventions.
• borrowing or lending in foreign exchange and Indian rupees.
• acquisition and transfer of immovable properties in India by non residents, NRIs, PIOs etc.
• acquisition and transfer of immovable properties outside India, issue and transfer of any foreign securities.
• foreign currency accounts like NRE, NRO, FCNR etc.
• manner of receipt and payment of currencies.
• foreign guarantees.
• import and export of goods and services in and from India.