Corporate Laws
There are myriad laws applicable on the Corporates be it the Companies Act, 2013, FEMA, 1999, SEBI Regulations etc. These laws enacted to protect the interest of all the stakeholders. Our Team committed to serve our valued clients to meet their legal compliance and litigations requirements
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Our consultant will discuss the issue over a 24X7 helpline “Samadhan”
Read MoreA detailed analysis of your case will be done by an experienced lawyer, CS, CA and Industry veterans
A detailed analysis of your case will be done by an experienced lawyer, CS, CA and Industry veterans
Read MoreYou will be able to track your case with a personal account
You will be able to track your case with a personal account
Read MoreIndia is federal country. This means in India there is dual government i.e. Central Government and State Government (provincial). Central Laws applicable to all corporates across the country whereas the state laws are applicable within the jurisdiction of the particular State. The term “Corporate Law” can be loosely described as primary laws applicable on the Corporates. The term “Corporate Law” is not a legal term but a business term. There are some Corporate Law which is applicable to generally all Corporates like Companies Act, 2013 whereas there are some corporate law which is specifically applicable on the corporates depending on the nature of their business operations like environmental clearance etc. Non-compliance of some laws can have bad consequence on the Corporates. Applicability of various corporates laws or provisions within particular Corporate Law depends on the nature of organisation I.e. private company or public company or listed company or LLP etc. India is one of the favourite destination for foreign investors. India with 1.4 billion people provides huge potential to the corporates with scalability. The continuous flow of the FDI in future depends on the speedy dispute resolution. We are committed to provide the best legal and compliances services to our foreign clients to make their Indian journey memorable.
India is a huge country. The vastness of the country provides the huge opportunities to any business whether domestic or foreign. Protection of investor’s interest is main focus of the Government of India. This objective of the investor’s protection entails in the various legislation. To be on the right side of the law has various advantages. We are here to make the corporates on the right side of the law.
Body Corporate is outcome of the legal fiction. Fiction is that Company is separate legal entity in the eyes of the law. Members are not responsible for the acts of the company vice-versa. This principle has revolutionized industry and economy across the globe. The Company is artificial legal person. It is be noted that corporates are having residential status but no citizenship status.
Limited Liability:
The term “Limited Liability” means the liability of the members are limited to the extent to the capital subscribed by them. This is biggest advantage of the corporate form of business. Law allows the incorporation of Companies with unlimited liability too but that form is not popular for obvious reasons.
Perpetual Succession:
Companies are creation of law. The existence of the company does not depends on the existence of the members. Members may come and members may go but the existence of the company will continue. Company can be liquidated only as per the law if the company is insolvent.
Transferability of shares
Transferability of shares of the companies are one of the biggest advantage of the corporate form of business. In case of public companies, share are freely transferable and restrictions at all can be placed on the transfer of shares among the members. However, in case of private companies, Articles of Association can place restrictions in the form of “Pre-emption” clause.
Transparency & Governance
In the corporate form of business, the ownership and management is separated. Ownership vest with shareholders and Management vest with Board of Directors (BOD). The BOD is elected by the shareholders and BOD is having fiduciary duty towards the shareholders.
Further, corporate form of business is required to undergo audit and regulatory supervision. Transparency and governance makes it safer form of business.
Capacity to sue and be sued:
As we described above that companies are person in the eyes of the law. This corporate personality cloths the companies with rights and obligations. The company can institute suit in its own name and other person can also bring suit against the company in its own name.
Due-diligence may be on account of proposed transactions or Regulatory requirement. As the corporates have to comply with various laws and regulations therefore it is bound to happen that some non-compliance will occur in the course of the business. Some non-compliances are due to inadvertent mistake but some non-compliances indicates the lapse of internal control and mis-governance. Therefore, due-diligence is sine qua non before taking any transaction with any corporates. The scope and nature of each due diligence depends the type of the proposed transaction. The due-diligence may be required in the following circumstances. The list is indicative not exhaustive.
Merger & Amalgamation
Companies go for merger and amalgamation for inorganic growth and diversification of business. Due-diligence is must before undertaking any merger and amalgamation exercise.
Investment
If any investor proposes to invest in any company then it is important for such inventor to do due-diligence of the invested company to know the compliance status of the investee company. Due-diligence is risk mitigating exercise before making investment.
Takeover
Takeover of listed and unlisted companies are common corporate actions. Takeover of listed companies are governed under the SEBI (Substantial Acquisition and Takeover) Regulation, 2011 whereas the takeover of the unlisted companies are governed under the Companies Act, 2013 and Rules framed there under. takeover may be friendly or hostile. Due-diligence is must before undertaking any takeover assignment.
Joint-Venture
Companies go for due-diligence if they are entering into joint venture agreement.
The due-diligence is effective tool to avoid unnecessary risk and gives assurance to the party before going to undertake proposed transaction.
- Certificate of Incorporation or Registration
- Constitutional Documents like MOA & AOA
- Ownership structure
- Audited financial Statements
- Management Structure.
- List of Agreements and contracts.
- List of litigation by the Company and against the Company.
- List of Intellectual property owned by the Company.
- List of Registrations and licenses
- Insurance
- List of all movable and immovable properties
- Understand the transaction
- Understand the scope
- Form the Team
- Assign the role of each member of the team
- Prepare the checklist as per the nature of the transaction.
- List out the observations
- Discuss the observations with the team
- share the observation with the client
- Share the draft report with client
- Receive the observations from the client
- Finalise the Report
