Vaish Associates Advocates

The Corporate team offers services across all stages of development experienced by a corporate entity, right from its inception to dissolution. At Vaish Associates Advocates, we follow a unique work ethic. For every transaction, be it Corporate, Real Estate, Regulatory, Labour and Employment, Finance Compliance or others, an efficient team of lawyers and professionals works closely to structure and execute the transaction, thereby providing the client a holistic solution.

MERGERS AND ACQUISITIONS (M&A) AND BUSINESS RE-ORGANISATION

Restructuring transactions require a multi-dimensional strategy involving courts, creditors and shareholders. The firm has a robust mergers and acquisitions practice with a team comprising of extensive experience in handling prestigious and complex transactions. The team advises on all facets of mergers and acquisitions and related corporate issues, such as conducting legal due diligence, drafting/ review of term sheets and conducting negotiations on behalf of investors. Further, the firm has engaged in advising corporations on regulatory compliance and the interpretation of corporate, taxation and foreign exchange laws. The firm’s lawyers have worked across sectors and are involved in negotiated transactions, including buyouts, mergers, demergers, stock and asset purchase, restructuring and private equity investments.

The firm has been involved in advising on some of the largest deals in the Indian corporate history. We deliver comprehensive advice to our clients by providing risk averse and tax compliant business solutions in a time bound manner. The team specialises in the following areas:

• Corporate Re-structuring
• Merger, Demerger and buyouts
• Debt Re-structuring
• Corporate Re-structuring
• Debt re-structuring
• Financial distress remedies
• Cross-border Transactions (to achieve consolidation of holdings, merging hived-off companies as part of corporate restructuring, establishing strategic alliances, expansion of business, besides stock and asset purchases, tender offers and leveraged buyouts)
• Planning strategies for both acquirers and the potential acquisition targets (domestic and cross-border transactions)

FOREIGN INVESTMENT

The team is well-acquainted with the international corporate environment and understands the requirements of both foreign clients and domestic clients engaged in cross-border transactions.

The firm has a dedicated team of specialized professionals offering a range of legal and advisory services, covering all aspects related to foreign investments including the following:

• Inbound and Outbound Investments
• Joint Ventures
• Financial and Technical Collaborations
• Drafting of Distribution and Franchise Agreements
• Cross-border Transactions, etc.
• External Commercial Borrowings (ECB) and Foreign Currency Convertible Bonds (FCCB)

The team also has valuable experience in advising clients in areas like:

• Foreign Exchange Laws
• Regulatory Framework
• Setting up Offshore Business
• Industry Specific Licences
• Employment and Labour Laws governing expatriates

JOINT VENTURES/STRATEGIC ALLIANCES

The team has successfully negotiated and drafted joint venture agreements in the nature of share purchase/subscription agreements, shareholders’ agreements, etc. and other related incidental agreements. Our expertise lies right from the stage of conducting due diligence till closing of the transaction, including completing of post-closing activities.

CAPITAL MARKETS

The team enjoys an unmatched client trust in providing services relating to securities laws. It is well-equipped to handle transactions related to Securities Contract regulation Act, 1956 (SCRA), Securities & Exchange Board of India Act, 1992 (SEBI) along with rules, regulations and guidelines laid by SEBI and is also well-versed with the international trends in the capital markets.

The practice encompasses all aspects of domestic & international equity and debt offerings, including consultation, advisory and continuous disclosure service in relation to capital markets.

The team specialises in the following areas:

• Initial offering and listing of equity shares, debentures, bonds, FCCBs, ADRs and GDRs
• Public offers of equity shares, debentures, bonds, etc.
• Bonus and rights issues of equity shares, debentures, etc.
• Private placement, including Qualified Institutional Placement of equity shares, debentures, and other convertible instruments
• Handling open offers with respect to takeover/acquisition of companies

REGULATORY COMPLIANCES

The team also advises companies on several issues relating to corporate, securities and allied laws and helps clients comply with regulations and procedural requirements under applicable laws.

CORPORATE SECRETARIAL

The Corporate Secretarial team specializes in providing support, assistance and guidance to companies and its officers to meet their statutory compliance obligations. This ensures that good corporate governance practices are both implemented and maintained.

Our team of experts possess technical and practical knowledge to support companies across a broad spectrum of industry sectors, including domestic and international companies alike. The team’s in-depth local knowledge of company secretarial practice allows it to deliver efficient and quality service to new and existing clients.

The team’s extensive experience helps it ascertain the specific needs of its clients and ensures that corporate secretarial services are delivered in a timely and effective manner.  The team at Vaish Associates is committed to the highest level of professionalism and ethics, helping organizations meet the essential corporate compliance obligations. The team focuses on the adoption of a proactive approach to ensure its clients are kept up to date with their compliance obligations.

The team conducts legal and secretarial due diligence in different areas depending upon the nature of the transaction, namely:

• Venture Capital Investments
• Mergers and Acquisitions
• Cross-border Acquisitions
• IPO/ Rights issues
• Overseas borrowings, including FCCBs, GDRs, ECBs, etc.

Additionally, the team regularly undertakes legal compliance health check-ups of companies in varied sectors with the objective of:

• Ascertaining the extent of legal compliance under the applicable Indian laws
• Highlighting the gaps in terms of non-compliance under the applicable Indian laws
• Deciphering the remedial measures for overcoming the deficiencies
• A single consolidated report is subsequently provided dealing with all the legal compliances/aspects that require immediate attention of the management and has an important bearing on the running of the business and liability of the management

OUR SERVICES

Incorporation Services

• Setting up of private companies limited by shares, special purpose vehicles, companies limited by guarantee, limited liability partnership (LLP), not for profit companies and public companies
• Assisting foreign companies with the establishment of liaison offices, branch offices and project offices in India

Annual Compliance Services

Our annual compliance package for clients provides the certainty required to ensure their annual compliance obligations are dealt with in a timely and efficient manner.  Our services include:

• Maintenance of statutory registers and minute books
• Preparation of Annual Returns and filing with the Companies Registration Office
• Obtaining Director Identification Number (DIN); Digital Signature Certificate (DSC) and know your client (KYC) compliances for Directors
• Holding of Board/ Shareholders meetings and documentation of the Minutes

Other Company Secretarial Services/ Transaction Assistance Services

• Changes to companies’ share capital to include – share transfers, share allotments, buy-back and re-organization of share capital including capital reduction
• Fund infusion through rights and preferential issues, compulsory convertible securities
• Change in objects of the company
• Change in registered office of the company — inter- and intra-state changes
• Appointment of key managerial personnel and their remuneration
• Corporate Social Responsibility services
• Liaisoning with authorized dealer bank for obtaining foreign inward remittance certificate and know your client compliances of non-resident investor
• Filings under FEMA with Reserve Bank for issue/transfer of securities under Single Master Form (SMF) on FIRMS portal
• Review of related-party transactions and compliances in respect thereof
• Corporate law due diligence services and company search
• Carry out health checks for companies on their statutory records and compliance history
• Company conversions, name changes and review of constitutional documents
• Provision of registered office facility for our clients
• Compliances under the Limited Liability Partnership Act, 2008

Advisory Services

Addressing queries on permitted activities, management structure, audit requirements, applicability of various compliance requirements and any other queries and providing opinions on various matters under the provisions of Companies Act, 2013 and the Limited Liability Partnership Act, 2008.

Licenses and registrations

Procuring registrations such as Permanent account number, Tax deduction at source, Goods and Services Tax, Provident Fund, Profession Tax, Importer Exporter Code, Shops and Establishments registration, etc.

Company Liquidation Services

End to end services in assisting with the closure of legal entity

• Winding up
• Strike off

We understand, the key corporate issues relating to our clients and act as trusted and valued advisers to support them on a wide range of matters, thus ensuring that our client companies are fully compliant in today’s increasingly regulated environment.

Being a full-service firm allows us to use specific strengths of various teams to understand the complex issues faced by our clients.

The team has expertise advising on restructuring and all aspects of insolvency and bankruptcy including preparation of resolutions and notices; settling of outstanding liabilities; appearances before various authorities, courts, and tribunals.

We advise secured and unsecured creditors on various aspects relating to claims against companies under Insolvency and Bankruptcy Code, 2016 including issues pertaining to enforcing security, representing clients in proceedings for directions and defending the corporate debtor.

Our experience enables us to find practical and tailored solutions to the problems of corporate clients and smaller enterprises alike. We tailor our advice to the nature of the dispute and the appetite of the client. If a dispute arises, we help our clients navigate all types of commercial litigation in an effective manner. Our clients range from large multinational corporations to major financial institutions, as also high-profile individuals.

Our firm advises on all aspects of corporate real estate laws, including cross-border real estate transactions, real estate investment banking, real estate transaction finance, joint ventures and project development, title due diligence and particularly, the areas of general real estate and project finance (including mortgage-based financing, leasing, etc.); structuring of real property holding companies (SPVs), etc.; commercial lease agreements and facility management agreements including litigation matters involving real estate and advising on Indian property and related laws pursuant to the Transfer of Property Act, Stamp and Registration laws, Land Revenue laws, and Tenancy laws in several States in India.

Our real estate practice represents developers, investors, lenders, and business users in the acquisition, disposition, development, financing, construction, sale and leasing of real estate. We frequently assist in planning the structure of and negotiating complex real estate transactions, as well as handling the legal analysis and documentation.

Our work spans all types of real estate from raw land to offices, apartments, retail, industrial, hotels, hospitals to complex mixed-use developments, and has involved projects throughout India.

The team has developed a deep understanding of the real estate business and strives to provide our clients with sound legal and practical solutions. Our clients look to us to “get the deal done,” and we work proactively to resolve issues and close transactions swiftly.

The firm has a strong litigation practice with its team of experienced lawyers advising clients in the field of White Collar Crimes, Anti Money Laundering, Economic Offenses, Income Tax prosecutions, Corporate Crimes, Company Law prosecutions, Black Money related offenses, Extradition, Offences relating to Benami Transactions, Cyber Crimes, Fraud, Breach of Trust, Data Theft, bribery and corruption and Core Criminal Trials.

We have successfully conducted criminal trials and prosecutions before all forums including Trial Courts and Tribunals, High Courts and Supreme Court of India.

The firm has an active Dispute Resolution Practice servicing a wide spectrum of domestic and cross border clients at various forums including the Supreme Court, High Courts, Civil Courts, Criminal Courts and regulatory bodies and tribunals including National Company Law Tribunal, National Company Law Appellate Tribunal, Intellectual Property Appellate Board, Securities Exchange Board of India, Securities Appellate Tribunal, Adjudicating Authority – Prevention of Money Laundering Act (PMLA), Appellate Tribunal – PMLA, National & State Consumer Dispute Redressal Commission, Appellate Tribunal for Foreign Exchange, Debts Recovery Tribunal, Board for Industrial and Financial Reconstruction and other fora.

Under the alternative dispute resolution practice, we specialise in:

• Conducting commercial arbitrations under the auspices of International Chamber of Commerce (ICC) and United Nations Commission of International Trade Law (UNCITRAL) rules and structures
• Drafting of arbitration agreements
• Representing clients in statutory and contractual arbitration proceedings according to the Indian Arbitration and Conciliation Act, 1996 and other international arbitration legislations including the ICC rules, LCIA and SIAC rules
• Counseling clients on the mechanisms for dispute resolution available under Indian law

The firm has a dedicated Intellectual Property & Information Technology laws division (IP & IT) having a team of experienced lawyers and patent attorneys assisting both domestic and international clients for the protection and enforcement of their IP & IT rights.

The core value of the IPR team lies in the convergence of technical and legal knowledge with regular in-house training programmes leading the team to gain expertise in the following areas:

• Patent Laws
• Trademark Laws
• Copyright Laws
• Industrial Designs
• Geographical Indications
• Plant Varieties
• Layout Designs of Integrated Circuits
• Information Technology & Cyber Laws
• Entertainment/Media Laws & Litigation

In the above areas, we offer our clients a full bouquet of services which include:

• Litigation and Enforcement
• Registration
• Patent Filing and Prosecution
• Drafting of Patent Specifications
• Opposition & Rectification
• Assignment and Licensing Agreements
• Renewal of Trade Marks, Patents and Copyrights
• IPR Due Diligence and Search
• Domain Name Dispute Resolution

Indian labour statutes are archaic, complex, rigid, often over-lapping and most importantly varying from one State to another. Our Firm with its in-depth understanding of various aspects of labour and employment laws insulate business organisations from challenges emerging from these labour law statutes.

Our Firm’s wealth of experience in a wide array of issues relating to labour and employment enables us to assist our clients in avoiding distractions of regulatory investigations and employee disputes. Our Firm’s strength is in understanding our clients’ businesses and in our ability to work closely with them to provide realistic, cost-effective and business-savvy solutions to the human resource and employment problems confronted by them.

AREAS OF EXPERTISE

Our Firm guides both domestic and international clients, through the web of regulatory compliances and legal aspects of employment and labour law. Our extensive experience includes a full spectrum of non-litigation and litigation advice in all types of labour and employment related matters including the following:

• Advising and Counseling: We advise employers in all areas of day-to-day personnel practices and employee relations matters, including discrimination and harassment issues, layoffs and plant closures, interpreting and applying employment policies and legal requirements for specific personnel decisions, conducting and supervising internal investigations, counseling on appropriate actions to minimize risk of liability and negotiating and preparing employment contracts and separation agreements. We also assist clients on preparing and enforcing non-disclosure, trade secret, non-solicitation, and non-compete agreements.
• HR Documentation: Our Firm’s attorneys are familiar with the pitfalls that may arise in HR documentation and therefore our Firm provides speedy and concise advice on a variety of HR documents. Besides our Firm’s attorneys are adept in advising as well as drafting:
  • Offer letters, employment agreements for key employees as well as non-key employees
  • Employee Non-Disclosure, Non-Compete and Non-Solicit Agreements
  • HR sharing- Secondment and Deputation Agreements
  • HR policies and manuals
  • Closure Notices and Letters
  • Consultancy Agreements
  • Termination Letters, Severance Letters and Release Agreements
  • Show cause notices
  • Contract Labour Agreements
  • Review of MOU with Trade Unions
  • HR Audit
  • Employee Training Bonds
• Employee Handbooks / Manuals: Our Firm’s attorneys understand that an employee handbook is not merely a code of conduct but an employee’s guide to appreciate organisation’s mission, vision, values and work-culture, and assimilate them with employees’ personal goals and aspirations. An employee handbook facilitates smooth functioning of the organisation by setting out procedures, rules and regulations for the employees within the organisation in its daily operations including dealing with clients / customers. The employment and labour law practice group at our firm specializes in drafting crisp and customized employee handbooks to suit the requirements of the clients. The handbook is structured to incorporate precise clauses on standard employment practices including in relation to conditions of service, code of ethics, vacation / leave policies, prohibition of harassment, employment benefits, discipline and grievance redressal, separation, confidential information, usage of organisation’s resources including computers / internet, assignment of intellectual property rights, etc.
• Structuring of Employee Benefits & Compensation: The key to acquiring new talent and retaining old employees is formulating an attractive remuneration and incentive package which is simultaneously tax efficient for both the employer and the employee. Our Firm’s attorneys assist client in formulating such tax-efficient and labour statute compliant compensation packages which are acceptable to both the employer and employee.
• Stock Options: We advise clients on structuring their equity-based employee compensation plans to attract and retain best talent. We structure the stock options pursuant to the guidelines / regulations which regulate the issue of stock options by an Indian company or by a foreign company to Indian employees.
• HR Due-Diligence / HR Audit: The most important aspect of any M&A transactions is that the acquirer essentially acquires human capital. Our HR audit enables the acquirer to identify key employees, review and assess the level of HR documentation of the target, detect any threats in the form of non-compliances under various central / state labour legislations. Our Firm’s attorneys conduct HR audit to deliver positive solutions. Besides HR due diligence for M&A, our Firm assist many clients in under taking internal HR audit to ensure that they are compliant under various labor statutes and thwart any legislative action for non- compliance. Our Firm has even handles sensitive matters involving allegations such bribery, corrupt practices, etc.
• Advising in relation to Transfer of Employment: Transfer of business undertaking whether by amalgamation, restructuring, sale of business undertaking, assets sale or otherwise involves several issues such as the transfer of employees and their accrued benefits, taking employees and / or trade union into confidence. We advise clients on the various labour law implications arising out of such transactions and assist clients in structuring such transactions in a manner so that the transfer of employment complies with all statutory requirements is free from any legal impediments.
• Disputes and litigation: We represent employers in administrative and judicial forums in which workplace disputes are redressed. We know how to gauge exposure, manage risk and litigate cost-effectively. We help develop best practice policies to manage personnel effectively, and to reduce the risk of costly and disruptive litigation, but when litigation is necessary, we are aggressive and proactive.