Maheshwari & Co. had the privilege of assisting a foreign company engaged in the business of manufacturing a wide range of tools, moulds, dies, jigs, fixtures, machinery spare parts, automotive components, and auto-machines, as well as providing comprehensive tooling and engineering solutions.
Over time, the Client has also expanded its operations to include welding and fabrication services, which initially began as ad hoc support for customers but have now become an integral part of its core activities. Its areas of specialization further extend to the fabrication and production of gears, repairs, modifications, enhancements, and the rebuilding and refurbishment of valves. The Client’s service portfolio in these domains is extensive, encompassing continuous engineering projects as well as shutdown maintenance works.
Legal Opinion & Transaction Support Provided
The Firm has consistently assisted the Client in connection with the issuance of a Legal Opinion required for the Client’s loan transaction with a Foreign Bank, wherein two Foreign Resident Guarantors were involved. The Legal Opinion was sought to address and confirm several key aspects relating to the guarantees executed by the Foreign Guarantors. Specifically, the Firm was required to confirm that the execution of the relevant guarantees by the Foreign Guarantors was in order, and to conduct appropriate searches and verifications to ensure that the Guarantors were not bankrupt, insolvent, or subject to any winding-up or insolvency proceedings.
The Firm was also required to confirm the validity and enforceability of the guarantees in India under applicable Indian laws, and to highlight any issues that could impact their validity, enforceability, or recovery under such guarantees. Further, the Legal Opinion was to address whether the Foreign Guarantors had the requisite authority and capacity under Malaysian law to execute and deliver the guarantees, and whether such execution breached any legal, governmental, or regulatory requirements in India, or necessitated any approvals for the performance of obligations under the guarantees.
The Firm’s scope also included reviewing the formal requirements relating to the recognition of Malaysian law and jurisdiction in India, confirming the enforceability of any judgment obtained from Malaysian courts against the Foreign Guarantors in India, and assessing issues related to exchange control, currency remittance, and the recognition of Malaysian court judgments. Additionally, the Firm was to confirm the validity and enforceability of the guarantees under Indian law, determine the applicability of any stamp duty or registration requirements, assess the ranking of the Foreign Guarantors’ obligations vis-à-vis other indebtedness, and confirm whether payments under the guarantees to the non-resident Bank could be made in full without deduction or withholding of taxes, duties, or other charges in India.
This matter was expertly handled by Ms. Jyotsna Chaturvedi, Head of Corporate Practice and Mr. Ketan Joshi, Senior Associate.