Corporate and commercial advisory in Raipur

A corporate lawyer in Raipur is usually asked two questions at once: will this structure satisfy Indian regulators, and will these contracts hold when a relationship turns difficult? The firm's corporate and commercial practice answers both for domestic and international clients, covering general corporate compliance, investment regulations, sectoral caps and the approvals a business needs to operate.

Clients in this practice come from telecom, e-commerce, technology and IT-enabled services (ITES), power, healthcare, real estate, defence, retail, pharmaceuticals, education, infrastructure, media and the automobile sector. The work is run from Raipur and Bilaspur, with representative offices in Delhi, Bengaluru and Mumbai.

What the corporate practice advises on

• Entry strategy: whether to enter India through a company, a joint venture, a limited liability partnership, or a liaison, branch or project office, and what each choice means for control, tax and exit.
• Legal structuring of shareholding, control rights and the flow of funds into and out of India.
• Approvals and clarifications from the Reserve Bank of India and other government authorities, including government-route proposals on the Foreign Investment Facilitation Portal.
• Incorporation of companies under the Companies Act, 2013 and of LLPs under the Limited Liability Partnership Act, 2008.
• Registrations, licences, approvals and permissions at the central, state and local levels.
• Regulatory compliance under corporate, foreign exchange, sectoral and state laws.
• Secretarial compliance: board and general meetings, statutory registers and filings with the Registrar of Companies.
• Legal audits that test a business's compliance before a regulator, lender or investor does.
• Drafting, negotiation and finalisation of vendor contracts, service contracts and other commercial agreements.

Anti-bribery procedures deserve particular attention. Since the 2018 amendments, a commercial organisation is guilty of an offence under Section 9 of the Prevention of Corruption Act, 1988 if a person associated with it gives or promises an undue advantage to a public servant to obtain or retain business, or an advantage in conducting business, for the organisation. Its defence is to prove that it had adequate procedures in place to prevent such conduct.

Foreign direct investment in India and FEMA compliance

Foreign direct investment in India is governed by the Foreign Exchange Management Act, 1999 (FEMA), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and the Government's consolidated FDI policy. Most sectors are open under the automatic route, subject to sectoral caps and conditions; the rest need prior government approval, and a few are closed to foreign investment.

The Foreign Investment Promotion Board (FIPB) was abolished in 2017. Government-route proposals are now filed on the Foreign Investment Facilitation Portal and decided by the ministry or department concerned, with the Department for Promotion of Industry and Internal Trade (DPIIT) coordinating. Since Press Note 3 of 2020, investment by an entity of a country that shares a land border with India, or whose beneficial owner is situated in or is a citizen of such a country, needs government approval in every sector.

FEMA compliance continues after the money arrives. Issues and transfers of shares involving non-residents must follow the pricing guidelines and be reported to the Reserve Bank of India on its FIRMS portal, in Forms FC-GPR and FC-TRS, and companies with foreign investment file an annual return on foreign liabilities and assets. Delayed filings can usually be regularised, at a cost that rises with the delay, while some contraventions have to be compounded. We review a company's reporting history before any fresh investment, and structure the tax side with the taxation and GST practice.

Trade issues that affect foreign investment

Trade policy often decides whether an investment works. The firm advises on trade-related issues that directly affect foreign investment in India, such as preferential market access for Indian companies, localisation of technology and transfer of technology. It also takes part in consultations held by the Central and State Governments and their ministries on policy questions, and submits proposals and papers on the changes it considers existing policy needs.

Legal due diligence before an investment or acquisition

Legal due diligence tests what a seller, promoter or investee company says against its documents. For an investor, lender or acquirer, the review usually covers:

• Constitutional documents, share capital history and statutory registers
• Title to land and buildings, with revenue records and encumbrances
• Material contracts, especially change-of-control, exclusivity and assignment clauses
• Licences, approvals and environmental consents, and whether they survive the transaction
• Borrowings, guarantees and charges registered with the Registrar of Companies
• Pending and threatened litigation, tax demands and regulatory notices
• Employment and labour compliance, and FEMA reporting where non-residents hold shares

Findings are reported by risk, and serious ones are carried into the transaction documents as conditions precedent, specific indemnities or price adjustments. Acquisitions, joint ventures and private equity investments are covered on the M&A, joint ventures and private equity page.

Doing business in Chhattisgarh

Chhattisgarh's economy leans on steel, power, coal and other minerals, cement and agriculture, and transactions here often turn on land and consents. Title is traced through the State's land records, published on its Bhuiyan portal; agricultural land has to be diverted under the Chhattisgarh Land Revenue Code, 1959 before industrial use; plants need consents from the Chhattisgarh Environment Conservation Board; and real estate projects above the statutory thresholds must be registered with the Chhattisgarh Real Estate Regulatory Authority.

For a proposed investment, a transaction or a compliance review, write to the Raipur office through the contact page.