Corporate Law

Contractual lease provisions are freely negotiable in India. In the absence of a contract to the contrary, the Transfer of Property Act 1882 ("TOPA") provides for certain rights and liabilities which govern the relationship between the landlord and the lessee.A lease deed is typically drafted by the landlord and thus, may contain several conditions that favour the landlord. It is however important to ensure that an effective commercial lease deed protects the rights of the lessee as well....

In the past few years, 'panama' and 'paradise', rather than signalling sunshine and rainbows, have been frequently evoked in the context of the 'shell corporations' which were incorporated in various off-shore tax havens. 'Shell companies' are simply an 'outer cover', 'a protective layer' that frequently have only a paper existence with no real assets, liabilities or operations. They therefore generate no economic activity but do impart separate corporate legal personality to the structure. Various news reports and ministry circulars emphasize the efforts being undertaken to curb the sprouting up and regulating of shell companies in India. However, despite the pro-active measures taken by the Government, sizeable issues remain in the operation, implementation and harmonisation of the same. ...

On 31^st July, 2019, the Companies (Amendment) Act, 2019 ("Amendment Act") received assent of the President of India with a view to bring a robust framework through which the Companies Act, 2013 ("Act") can be implemented. Amongst the various provisions of the Act that have been amended, one such amendment has been made to the Section 135. Section 135, along with other ancillary sections,  Schedule VII of the Act (containing the list of activities that may be included in CSR policies) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 mandate the scope of corporate social responsibility ("CSR") under Indian law....

External Commercial Borrowings (ECBs) are commercial loans raised by eligible resident entities from recognised non-resident entities which should always conform to the parameters prescribed by Reserve Bank of India (RBI) such as minimum maturity, permitted and non-permitted end-uses, maximum all-in-cost ceiling etc.The ECB framework is governed by the regulations of the RBI framed under the Foreign Exchange Management Act, 1999 ("FEMA"), and the Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations (the "MasterDirection")....

In recent years, there has been increasing clamour and debate around implementing a framework for enabling issuance of shares with Differential Voting Rights (“DVRs”) where listed companies are concerned. In a move that is bound to significantly change the way certain transactions are structured, the Securities and Exchange Board of India (“SEBI”) approved the Framework for Issuance of Differential Voting Rights Shares (“Framework”) on June 27, 2019....

The advent of globalization, technological advancements, transborder transactions, frequent employment shifts and increased competitionbetween businesses have necessitated increased complexity in the relationship between an employer and an employee calling for adetailedemploymentcontract to be executed between both these parties....

In India, contract labourers are protected by the Contract Labour (Regulation and Abolition Act), 1970. A contract labourer is defined as one who is hired in connection with the work of an establishment by a principal employer through a contractor. While a contractor is the supplier of contract labour for the organization, a principal employer is the person responsible for the control of the establishment....

The Reserve Bank of India (RBI) vide a 2012 circular, stipulated that Indian companies which have received FDI and/or made FDI abroad (i.e. overseas investment) in the previous year(s) including the current year, should file the annual return on Foreign Liabilities and Assets (FLA) in the soft form which can be duly filled-in, validated and sent by e-mail to the Reserve Bank by July 15 of every year. The coverage was enhanced to reporting of inward and outward foreign affiliate trade statistics (FATS) and reporting by the limited liability partnerships (LLPs) through the subsequent circulars....

Globally, private equity and venture capital funds have gained prominence as the dominant forms of investment in companies. A natural corollary of the above has been the evolution of innovative and complex mechanisms designed to protect such investment and gain maximum returns on the same. ...