CORPORATE AND COMMERCIAL

(A) GENERAL

Advising and assisting clients on all corporate and commercial law matters and ‘doing business in India’-involving Companies Act, 1956, Indian Contracts Act, 1872, Foreign Exchange Management Act, 1999 and all related laws, regulations and guidelines issued by Government, RBI, SEBI and other concerned authorities. Broadly, the issues involve:

  • Incorporation of companies, Trusts and Societies;

  • Setting up of units in SEZ / 100% EOU; Branch / Liaison / Project Offices

  • Foreign Direct Investment – FEMA; RBI; SEBI; FIPB; FCRA; Company law and other applicable laws, opinions, advice and assistance on compliances, reports and returns; issues re: ‘Doing Business in India’

  • Contracts / agreements: Joint Venture & allied Agreements; Agreements re: Collaboration, Shareholders, Consultancy, Services, Purchase, Distribution, licensing, Franchise, Lease, Alliance etc.; mergers & acquisitions; restructuring; management & administration; employment;

  • External Commercial Borrowing – FEMA compliance – Loan agreements and other documentation

  • Legal Due Diligence - compliance audits

  • Intellectual Property Rights – Patents, Trade Marks, Copyrights, Designs

  • Investments in Companies abroad-FEMA Regulations

  • Setting up Brokerage, Mutual Funds, Hedge Funds etc., registration as FII – FEMA / SEBI / RBI –compliance issues

  • Double Taxation Avoidance Agreements/Treaties: issues involved / implications

  • Excise & customs, labeling of products, weights & measures and other commercial issues

(B) JOINT VENTURE AGREEMENTS

  • Drafting / vetting of JV Agreements along with allied agreements - Shareholders Agreement, Concession / Land Lease Agreement; Master Services Agreements; employment agreements etc.; participation in meetings for finalisation of agreements and opinions on issues involved.
     

  • Joint Venture Agreement between Air India / NACIL and BOEING for incorporation of Joint Venture Company to set up and manage MRO at Nagpur.
     

  • Joint Venture Agreements between Air India /NACIL with Singapore Airport Terminal Services Ltd. for incorporation of Joint Venture Company for providing Ground Handling & Cargo Handling Services at Hyderabad, Bangalore and Metro Airports.
     

  • Joint Venture Agreement between Airports Authority of India and CAE, Canada, for incorporation of joint venture company for setting up of National Flight Training Institute at Gondia, Maharashtra
     

  • Joint Venture Agreement between Sabena Flight Academy, Belgium / USA: with GMR Group for setting up of Pilot Training School at Hyderabad
     

  • Joint Venture Agreement between FARPLAS A.S., /ONCU DAYANIKLI TUKETIM MALLARI SANAYI A.S.,Turkey, and Pinnacle Industries Limited, Pune, for incorporation of joint venture company for setting up factory for manufacture and supply of automobile parts
     

  • Joint Venture Agreement between Airports Authority of India and Maharashtra Airport Development Co. Ltd. to transfer Nagpur Airport land to JV Company for further development and operation as part of the “Multi Modal International Passenger and Cargo Hub Airport at Nagpur” (MIHAN) Project.

(C) LEGAL DUE DILIGENCE/LEGAL AUDIT

  • Pre-and post-merger legal compliances for the US$ 44.5 million merger deal-for International Bank of Muscat S.A.O.G.
     

  • Take over of a chemical company, for a leading manufacturer of chemicals, including due diligence of documentation including contract labour, legal audit for compliance with various laws and regulations and submission of reports and returns.
     

  • Acquisition / take over of a group of companies, for COSMOS.
     

  • About 6,000 dealer-funding documents: for ICICI BANK, India’s second largest bank.
     

  • Mortgages Division (Home Loans)-documentation: for CITIBANK.
     

  • Assess compliance with Indian laws, including company law, Software Technology Park of India regulations, Customs and Excise laws/procedures, tax laws and labour laws, as also legal audit various contracts- to assess the liabilities and risk exposures of the Client: for RBS India Development Centre in India, subsidiary of Royal Bank of Scotland (RBS) Group.
     

  • Amritsar and Udaipur Airports- all relevant documentation including land records and environmental clearances- as part of our engagement as Legal Advisor for the project of city side development of non-metro airports –for Airport Authority of India (AAI).
     

  • Conducted Legal Due Diligence / legal audit of Indian companies on behalf of a number of foreign clients – proposing to make foreign direct investment, to enable them decide for investment in shares; having collaboration; to take over / acquisition or having joint ventures.