Practice Area

The Corporate Division of ‘SSK ADVOCATES AND SOLICITORS’ manages a full range of corporate and commercial matters which inter alia include the following:

Anti Dumping

We represent our clients in challenging various anti-dumping and countervailing duties before the authorities. We provide various kinds of legal services to our clients in respect of the antidumping laws including but not limited to assisting companies to investigate and analyze problems that domestic industries suffer in case of dumping, helping the companies to gather and choose evidence with respect to the problems faced by various industries, to investigate relevant import statistics, materials and sales status in India of foreign similar products. We regularly update our clients on various anti dumping laws, policies and notifications, anti-circumvention laws, etc. We have successfully acted for exporters, importers and domestic industry in various antidumping matters before Directorate General of Antidumping and Allied Duties (DGAD), India. We provide assistance in making, reviewing and translating anti-dumping annual review application, sunset review application, and other kinds of legal documents and help them in filling out various kinds of questionnaires; providing consultancy and legal opinions to clients and liaison with governmental authorities and industrial associations.

ANTI TRUST AND COMPETITION

Competition policy encroaches upon all aspects of commercial conduct and strategy. In India, companies have to comply with competition laws, both in relation to transactions and commercial behavior. Before the Competition Act 2002 came into effect the MRTP Act, 1969 was the governing legislation in respect of the competition policy in India. We have effectively represented clients such as Bharat Heavy Electricals Ltd. and Sai Baba Foundation before the MRTP Commission. We advise our clients and undertake litigation on issues related to MRTP Act and Competition Act 2002. Our team provides consultancy services on specific issues such as supply and distribution, pricing, marketing, mergers, acquisitions, amalgamation, licensing, research, etc. We conduct competition audit and due diligence for developing appropriate guidelines for employees, distributors, agents, franchisees, etc. We specialize in drafting claims, counter-claims, replies, rejoinders, representations, etc. pertaining to competition law in India. We represent clients before the Competition Commission. We also conduct due diligence with respect to mergers, acquisitions, joint ventures with appropriate anti-trust safeguard measures and policies.

BANKRUPTCY

In India bankruptcy is dealt with under the Indian Companies Act, 1956, the Sick Industrial Companies (Special Provisions) Act, 1985 (“SICA”), Recovery of Debts Due to Banks and Financial Institutions Act, 1993, the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI), the Indian Contract Act, 1872, the Indian Civil Procedure Code, 1908 and other substantive and procedural laws. We serve clients seeking relief as a creditor, debtor or in any other capacity when confronted with legal problems related to bankruptcy and insolvency. Our team has a great deal of experience in dealing with bankruptcy issues. We represent clients such as Citi Financial Consumer Finance India Ltd., a leading NBFC in India in all types of bankruptcy proceedings throughout the country and counsel clients in properly structuring transactions to avoid or mitigate bankruptcy issues. We have represented Orissa Industries Ltd and Pasondia Steel Profiles Ltd before Board for Industrial & Financial Reconstruction (BIFR). We conduct due diligence on liquidity and hidden liabilities of potential business partners by conducting search with financial institutions and judicial authorities. We also represent our clients before BIFR and other Courts of Law.

CAPITAL MARKET AND SECURITIES

We advise clients on all aspects of corporate finance and securities law. We provide efficient and effective advice on regulations related to Securities and Exchange Board of India (SEBI). We have an efficient team of corporate lawyers who advise companies on acquisition of shares, venture capital funds and collective investment schemes. We draft requisite documents for companies to raise capital by floating Initial Public Offers (IPOs) and by raising capital from foreign countries by raising ADR/GDR, FCCB’s, etc. We assist companies in raising funds through the ECB route. We provide legal services on listing of companies on stock exchanges in India and assist clients in IPOs. We also provide legal opinion to banks and NBFC’s regarding regulatory compliances for distribution of financial products such as IPO’s, mutual funds, etc. We advise on all types of security transactions covering equity, debts, regulatory capital and equity-linked bond issues, structured capital market transactions, derivative products and securitized products. We have helped clients such as Anant Raj Industries Ltd. and Kotak Mahindra to raise funds by Qualified Institutional Placements (QIPs). We provide tactical advice on the structuring and presentation of bids for various PSU’s and private companies. We also review legal documentation on behalf of institutional investors. We advise companies in management of their portfolio investments including restructuring, refinancing of existing debts and management incentive schemes. We strive to help and provide solutions to clients on issues relating to investments, raising capital, capital markets and securities, financial and analytical skills endowed to support business negotiations.

CORPORATE RESTRUCTURING

We assist our clients in re-organization and reconstruction of companies, debt restructuring, and refinancing to formal insolvency procedures such as administration, receivership, voluntary arrangements, liquidation and bankruptcy. We have considerable experience in advising financial institutions, business concerns and other key stakeholders on rescue and recovery procedures. We advise our clients on all aspects of restructuring and insolvency, whether in anticipation or in dealing with their consequences in industries ranging from retail, health care, financial services to food and office products. We assist our clients such as Nelson Planning and Design Pvt. Ltd, Planman Consulting in relation to issues like amalgamation of companies, de-merger of companies, division or partition of a company into two or more companies, hiving-off unit from registered companies, compromise with the members or creditors of a company, detailing arrangement with respect to the share capital, assets or liabilities of the company, etc. We have been representing our clients in a number of contentious disputes arising out of the insolvency process such as unfair preferences, undervalued, defrauding creditors, priorities disputes, opposition of judicial management petitions and/or schemes of arrangements and trust monies.

DUE DILIGENCE

We assist our clients in conducting due diligence for assessing legal position and credibility of their potential business partners, before entering into major transactions like joint ventures, mergers, acquisitions, transfer of shares, commercial lease, etc. We conduct due diligence of corporate documents, title deeds and records, capital and share holding details, credits and borrowing, tax, valuation of assets and intellectual property, filings with the ROC, etc. We have conducted Due Diligence for various companies including land due diligence for Zwirn Pragati Capfin. Pvt. Ltd, a leading NBFC in India, property due diligence for ZTE Telecom (India) Pvt. Ltd and Mannohar Lal Hira Lal Ltd., a leading steel manufacturing company in India, Anant Raj Industries Ltd and Project Solar. Our due diligence reports are comprehensive, integrated and present true valuations. Our due diligence meets the specific requirements of the industry and the transaction. We have conducted due diligence for various private and multinational companies.

ESTABLISHMENT OF BRANCH, LIAISON AND PROJECT OFFICE

We assist foreign companies in setting up business in India by way of establishing branch office, liaison office or project office in India. Liaison office acts as a channel of communication between the principal place of business or head office and entities in India. Liaison office cannot undertake any commercial activity directly or indirectly and cannot, therefore, earn any income in India. Foreign companies planning to execute specific projects in India can set up temporary project/site offices in India. A branch office is not allowed to carry out manufacturing activities on its own but is permitted to subcontract these to an Indian manufacturer. We analyze the risks and potential business growth for the companies and advice them on the most suitable entry route to India. We conduct due diligence on behalf of companies on behalf our clients. We assist companies in taking requisite permissions and approvals from the Reserve Bank of India (RBI). We advise our clients such as Maipu Communication Technology Co Ltd., Masonite India, ZETO, Chetra Industries, etc. in complying with the regulations laid down by the Reserve Bank of India (RBI) and the Department of Industrial Policy and Promotion (DIPP). We also assist our clients in filing the requisite applications and forms such as form FNC with the RBI and other documents with the Registrar of Companies (ROC) including annual filings.

FOREIGN INVESTMENT AND REGULATION

We provide assistance to foreign companies for routing entry strategies for investment in India and assisting them through Government regulations and procedures for setting up their operations in India. Our lawyers have in depth knowledge of international markets and the Foreign Investment Management Act (FEMA), 1999 and have comprehensive experience in cross border transactions. We assist clients in obtaining necessary approvals from the 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), Reserve Bank of India (RBI), etc. We also assist our clients in Industrial licensing, Government contracts, transfer of technology and licensing and repatriation. We have advised and assisted clients such as IREO, Nelson Planning and Design Pvt. Ltd, Masonite India, etc. on routing Foreign Direct Investment (FDI) in the fields of telecommunication, construction, single brand retailing, power, hotel, tourism, etc. We have significant experience in dealing with mergers & acquisitions, private equity, joint venture agreements, international securities and capital markets transactions. We assist companies in raising capital by way of FCCB’s, ADR/GDR, etc. We also advise foreign companies to determine the most appropriate vehicles for their desired investment in India, ranging from establishing a Liaison Office, Branch Office, Project Office, Joint Venture, Wholly Owned Subsidiary, Holding Companies and Acquisition of an existing company. We assist companies in obtaining approvals from Reserve Bank of India (RBI) for establishing branch, liaison, project and site office. We also advise on various provisions and procedures relating to imports and exports. We conduct due diligence and feasibility analysis of probable collaborations in India. We draft various agreements such as joint venture agreement, shareholders agreements, share purchase agreements, memorandum and articles of association of companies for our clients.

FRANCHISING

We advise our clients on franchising and distribution and on all other aspects of franchise relationship including the franchisor, the business experience of key franchisor personnel, and the franchisor’s litigation and bankruptcy history, fees, costs, and other purchase requirements. We have drafted franchise agreements for various companies including companies in the retail sectors having chain of supermarkets, FMCG companies, etc. The Indian FMCG sector has a strong MNC presence and is characterized by a well established distribution network and intense competition between the organized and unorganized segments and low operational cost. We work with clients on a single-transaction basis or a transaction-by-transaction basis. We advise acquisition, merger or supporting a significant business deal such as handling the legal aspects of an exclusive licensing arrangement. We advise our clients on various issues including regulatory compliances, industrial licensing, taxes, regulations related to industry and labour, Government and institutional approvals, etc. We represent clients such as Advions Infra & Basic Amenities Ltd., Haldiram’s, Hindustan Coca Cola Beverages Pvt. Ltd., etc. in the transactional arena including mergers and acquisitions, divestitures, joint ventures, strategic alliances and Intellectual Property. Our Firm handles all kinds of intellectual property related issues such as registration of trademark and patents, drafting licensing and assignment agreements, initiating and defending suits for infringement, etc. The litigation and arbitration matters handled by our Firm involved product liability, consumer fraud, supplier relationship, intellectual property, labour relations, antitrust and competition, workplace related and employment issues.

INCORPORATION OF COMPANIES IN INDIA & WINDING UP

We assist foreign and multinational companies in incorporating companies in India. We assist our clients in setting up subsidiaries and joint venture companies in India. We advise our clients on the laws, regulations and statutory compliances for incorporating a company in India and also guide our clients on the required governmental approvals for carrying out their business in India. We assist our clients such as Maipu Communication Technology Co Ltd., Masonite India, etc. in setting up Branch Offices, Liaison Offices and Project Offices in India. We draft incorporation documents including Memorandum of Association and Articles of Association and we undertake to do all statutory filings with the Registrar of Companies for most of our clients including Nelson Planning and Design Pvt. Ltd. among others. We assist in legal due diligence, indirect tax implications, competition policy, employment issues, real estate, statutory compliances, etc. We provide legal services from obtaining the name approval for incorporating a company till commencing of business by a company in India and also thereafter. We have to our credit incorporation of various private sector and public sector companies. We have successfully set up Indian subsidiaries and representative offices for various foreign companies and have also negotiated various joint venture deals and set up joint venture companies in India. We also assist our clients in winding up of their business in India. We have extensive experience in representing our clients in proceedings related to winding up of companies.