Corporate Law

It is widely considered that independent directors on the board of a company would improve corporate governance, especially given the responsibility of the board to balance various interests. The reason for such belief stems from the opinion that the directors representing specific interests would be confined to the perspective dictated by those interests, whereas, an independent director could bring an element of objectivity to the decision making process of the board with regards to the general interests of the company and also protect minority shareholders ....

In a bid to facilitate mergers and acquisitions ("Combination") in the country, the Competition Commission of India ("CCI") has taken inspiration from the customs department and established a 'green channel'. No, it won't save you paper, but it is designed to save you precious hours. ...

India opened up its economy in 1991 and has since considerably eased foreign direct investment (FDI) norms across various sectors of the economy, with a viewpoint of liberalizing the FDI regime in the country. Fast forward to 2019 and the current government, in order to further boost the economy and FDI inflows, has approved certain amendments to the existing FDI policy ("FDI Policy") of the country....

It is a fairly reasonable assumption to make that the famous or rather infamous relationship between law and morality would not apply to the commercial world of contractual arrangements. However, this is where morality clauses rear their heads to question that presumption. The morals or the morality clause, is a contractual provision in a contract or agreement that puts a restriction on certain behaviour emanating not from that person's commercial identity but from their personal life. These clauses tend to veer towards prohibiting behaviour that is frowned upon in society. ...

An application for a patent can be filed by a ‘true and first inventor’, or the inventor’s assignee. In cases where the application is filed by the assignee, the assignee is required to submit a ‘proof of right’, as per Section 7(2) of the Patents Act, 1970 (the “Act”). ...

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")....