Corporate Law

A.      Foreign Collaboration & Joint Venture:

In the dynamic world of business, where commercial enterprises seek to leverage products, technology and customers; we make available the best opportunity within the legal framework of the country. Maheshwari & Co. renders services in creating and operating Joint Ventures, Technology Transfer or Collaboration and Strategic Alliances and assist in the following:

1. Due diligence and feasibility analysis of probable collaborators;
2. Searching the best possible technology and financial partners;
3. Negotiating and structuring Joint Venture terms & contracts;
4. Drafting of joint venture, technology transfer, collaboration, trade mark license agreements etc.
5. Obtaining necessary approvals from all concerned authorities such as Foreign Investment Promotion Board (FIPB), Director General of Foreign Trade (DGFT), Department of Industrial Policy & Promotion (DIPP), Secretariat for Industrial Assistance (SIA), and Reserve Bank of India (RBI) etc.
6. Compliance with all applicable laws and regulations;
7. Advice on tax planning for the joint venture and/or collaboration etc.

B.      FOREIGN INVESTMENT IN INDIA

Maheshwari & Co. keep itself abreast with all the developments and changes made in the FDI Policy from time to time and has a deep understanding of the economic and legal systems which help them to efficiently provide specialized advisory in the followings:

1. Advice on Foreign Direct Investment into India.
2. Setting up of a business unit in India like Company, Branch Office, Liaison Office etc.
3. Preparation of Business plan/Project report.
4. Facilitating Approvals/ Clearances from Government departments/ Regulators/Statutory Agencies such as Foreign Investment Promotion Board (FIPB), Director General of Foreign Trade (DGFT), Department of Industrial Policy & Promotion (DIPP), Secretariat for Industrial Assistance (SIA), and Reserve Bank of India (RBI) etc.
5. Obtaining approvals in case the enterprise intends to establish an Export Oriented Unit (EOU), Special Economic Zone (SEZ), Software Technology Park (STP) etc.
6. Advising and drafting of various agreements such as joint venture agreement,  shareholders’  agreements,  share  purchase  agreements, trade  mark  license  agreements,  memorandum  and  articles of association of the joint venture company etc.
7. Tax planning with respect of setting up business in India.
8. Advisory services on pre and post set up compliance with the regulatory and legal framework.

C.    Capital Market:

Maheshwari & Co. offers Capital Market Advisory services in the formation, structuring and implementation of financing strategy for determination of the most appropriate Capital structure, determination of the Debt / Equity structure and providing services in relation to:

1. Initial Public Offer (IPO)                 
2. Bonus Issue & Rights Issue;
3. Preferential Allotment;
4. Debt Issues;
5. American Depository Receipt (ADR) / Global  Depository Receipt (GDR) Issues;
6. Loan Syndication from Banks/ Financial Institutions.

With regard to advisory and assistance with structuring and regulatory matters in Initial Public Offer (IPO), Equity placements, Rights issues, Debt raisings issues, Maheshwari & Co. provide detailed Assistance in:-

1. Drafting and vetting of legal papers/prospectus/memorandum of understanding/agreements in the process of bringing out abovementioned issues;
2. Carrying out due diligence as a risk containment measure;
3. Liaison and Coordination with various regulatory authorities such as                                                                       SEBI, Local Stock Exchanges, Registrar of Companies merchant bankers etc ;’
4. Pre/Post issue compliances pertaining to various applicable statutes;

D.    Corporate Restructuring:

Maheshwari & Co. provide consultancy and implementation route for strategy formulation and implementation of the strategy for the company and stakeholders,
conducting of due diligence and drafting of relevant agreements, schemes etc. including
taking approval for the scheme of arrangement or reconstruction from the relevant Court of Law or the designated authority for the purpose. Maheshwari & Co. deals in following areas of corporate restructuring:

1. Amalgamation, Mergers, De-mergers & Reverse Mergers;
2. Acquisitions & Takeovers;
3. Reorganization of capital;
4. Other modes of restructuring, which include:
   1. Corporate Restructuring, Planning & Execution;
   2. Structuring with a view to make the whole process tax-efficient;
   3. Valuation of assets and determination of exchange ratios;
   4. Liaison and coordination and obtaining approval for the same as and when required by various Government Bodies like the:
      1. Registrar of Companies;
      2. Company Law Board;
      3. Official Liquidator;
      4. Regional Director, Ministry of Company Affairs;
      5. Securities & Exchange Board of India;                 
      6.  Stock Exchanges;

E.   Incorporation of Company:

Corporate Law Division of Maheshwari & Co. caters to national and international clients for incorporation of business entities within and outside India including public and private limited Companies and Special Purpose Vehicle Companies.

Corporate Team at Maheshwari & Co. provides assistance in incorporation of a company in India as well as outside India and maintenance of all the secretarial and other related records of the company.

Maheshwari & Co. take full care of its clients for incorporating a company. The services offered include the following:

1. Taking approval for the propose name of the company from ROC.
2. Drafting of Memorandum of Association (MOA) and Articles of Association (AOA) of the Company.
3. Providing office space for registered office of the Company.
4. Liaison with concerned Registrar of Companies (ROC) and removing any objection that may be raised by the ROC.
5. Procurement of Certificate of Incorporation of the Company.

Maintenance of Secretarial Records:

Maheshwari & Co. ensures that all the up to date secretarial and other compliances records are maintained by the company with compliance to all the related provisions of company laws and provide following services to ensure the compliances:

1. Holding and conducting of statutory meeting of board of directors, annual general meeting and extra ordinary general meeting of the Company;
2. Maintenance of ‘the minutes’ of the meeting of board of directors and general meetings of the company, maintenance of statutory registers such as Register of Mortgages/ Charges, Register of Directors etc. and   other statutory records of the Company under the provisions of The Companies Act, 1956.
3. Filing of Balance Sheet, Annual Return and all other Forms with the Registrar of Companies on a regular basis;
4.  Liaison with the concerned offices of the Ministry of Company Affairs, Company Law Board Registrar of Companies and other concerned Authorities, in respect of various matters pertaining to the affairs of the Company.
5. Advice on statutory compliances with regard to the provisions of The Companies Act, 1956.

F.   Formation, administration and maintenance of NGOs, Societies etc.:

The word “NGO” is an abbreviation of Non-Governmental Organization, which primarily works towards social, cultural, economic, educational or religious causes or for the benefit of its members, as the case may be. The NGO can be formed and organized as any one of entity mentioned hereinafter:

1. Society - Housing/ Charitable;
2. Trust - Public/ Private/ Charitable;
3. Non-profit Company.

Maheshwari & Co. offers the following services towards formation, execution and running of a NGO in India:

1. Drafting of Memorandum and Articles of Association, Memorandum and Rules and Regulations and Trust Deed of a Company, Society and Trust respectively;
2. Registration of the NGO with the Registrar of Companies, Registrar of Societies or with the Registrar of Assurances as the case may be;
3. Maintenance of minutes book in respect of meetings of board of directors and  statutory records and registers;
4. Filing of returns, reports and other necessary documents, as the case may be from time to time as per provisions of the governing statute;
5. Providing legal advice in respect of matters pertaining to registration, establishing and operations of an NGO;
6. To obtain necessary approval from the Central Government.

G.      Risk Management:

Risk Management Division team at Maheshwari & Co. enables Companies to implement best Corporate Governance practices. The core to good Corporate Governance is compliance with the laws of the land. This enables a company to become a good corporate citizen by adopting such practices which would on one hand be in compliance with the applicable laws and regulations and shall simultaneously help the company to develop the investors’ confidence and hence enabling to stand out in the market. This way the company can take preventive measures to avoid/ reduce costs and risks involved due to non-compliance with the provisions of applicable various laws.
We assist our clients in the following matters:-

• Ensuring legal compliance with respect to the applicable  laws  and regulations;
• Formulating and implementing Code of Conduct and Whistle Blower Policy;
• Developing   Risk   Management   framework, its   reporting   and implementation;
• Ensuring compliance with the Board and Audit Committee related procedures;
• Formulating, strengthening and implementation of Internal Control measures;
• Development of framework for periodic reporting requirements;
• Provide support required by the auditors for certificate of compliance of Clause 49 of Listing Agreements.