SMPV

Corporate Governance

Professionals at SMPV advise public, private, and nonprofit clients on all aspects of corporate governance. This may include compliance with the Companies Act, 2013; Competition Act, 2002; FEMA, 1999; Foreign Trade (Development and Regulation) Act, 1992; SEBI Act, 1992; Income Tax Act, 1961; Reserve bank of India Act, 1934; The Indian Contract Act, 1872; and several other regulations of the Government of India issued from time to time. When necessary, we represent companies and individuals in internal investigations and litigation based on allegations of failures of corporate governance. Our Corporate Governance professionals bring practical judgments, innovation, and a broad perspective to counseling boards and board committees, senior management, and internal legal and compliance departments in the high-stakes and time-sensitive arena of disclosure, shareholder activism, corporate governance, and compliance. We routinely counsel companies on day-to-day challenges and are well-positioned to respond rapidly and effectively to special challenges and crisis situations. We build teams that address the unique operational issues clients face. This cross-disciplinary approach combines best practices and practical judgments to help clients withstand heightened scrutiny and litigation risk. We actively counsel many of the pre-eminent corporations on different aspects of corporate governance and securities regulation and compliance, including:

• Board and board committee structure, operation, and compliance
• Committee charters, codes of conduct, and other corporate programs, policies, and procedures
• Corporate governance-related disclosure requirements
• Director and officer fiduciary duties and responsibilities
• Takeover readiness measures, stockholder activism, including shareholder proposals, and stockholder engagement
• Compliance and internal controls
• Investigations, enforcement, and crisis management

Business Contracts & Agreements

An established professional or a team can be vital in ensuring that your contracts and agreements are safe from disputes and potential lawsuits by employees, sellers, users, vendors, and more. Although one could boil down a contract drafting services to simply writing contracts and agreements for the company, the job is, in reality, much more complicated. In drawing up contracts, one must consider that it:

• Follows all regulatory and compliance requirements
• Secures the company in cases where it is broken or otherwise violated
• Contains language that is straightforward and easy to understand to prevent misinterpretations and confusing situations
• Is appropriate for the circumstances in which the contract is present
• Not all contracts are the same, so it is paramount that a drafting professional understands the proper language, scope, and consequences of a specific contract before drafting, revising, and finalizing

 

In business law, a contract lawyer may be able to draft up multiple types of contracts. This includes: Web Agreements. This may include any terms of service agreements for software-as-a-service (SaaS) products, contracts for subscriptions, and other terms of use conditions. Buy-Sell Agreements. Any situations where the business undergoes financial transactions require a solid, legally binding contract before the transaction is made final. This includes acquisitions, mergers, buyouts, and other buy-sell situations IP Agreements. If you own any intellectual property and would like to share its use with specific clients or partners, an IP agreement may allow you to give express written consent to use your patent, trademark, or copyright to others. This can include non-disclosure agreements to protect your intellectual property, along with employee contracts, independent contractor agreements, and other types of contracts related to business law.

Transaction Advisory

Transactions are significant events in the life of a business. It requires experience, determination and pragmatism to bring deals safely through to conclusion. This is what our experienced team of professionals delivers. Where your business is prone to a new set of challenges and risks, it is recommended to reduce them by availing transaction advisory services. There is nothing better than handing over the responsibility of business transactions to an experienced team of professionals. If you're a business owner or part of a management team, we can help you prepare for and execute your transactions. With our extensive experience we can advise on the most of deals, but always remain focused on ensuring you get the senior attention you deserve. We provide the following services:

• Advise on formation of business entity in India and India entry services for foreign entities
• Issue and allotment of securities, Buy-back of securities etc.
• Listing and delisting of securities on stock exchange
• Mergers and amalgamations, demerger, Business acquisition etc
• Introduction of Employee Stock Option (ESOP) and Employee Stock Purchase Scheme (ESPS) in the Company
• Legal Due-Diligence
• Structuring and/or restructuring of Capital

Advisory on Foreign Exchange Management Act (FEMA) and Foreign Direct Investment (FDI)

In India, Foreign Direct Investment policy is regulated under the Foreign Exchange Management Act, 1999 governed by the Reserve Bank of India. According to Organization for Economic Co-operation and Development (OECD), an investment of 10% or above from overseas is considered as FDI. Contravention under provisions of FEMA and FDI can land you in hefty penalties. Our professionals are actively involved in transactions under FEMA and assist you in protecting against the non-compliance. We are actively involved in following transactions under FEMA and FDI:

• Incorporation of subsidiary companies and/or LLP, Liaison Office, Branch Office, Project office in India
• Induction of capital from foreign holding company and allotment of shares
• Transfer of shares between residents and non-residents
• Foreign Downstream Investment
• Issue of ESOP and/or sweat equity to persons resident outside India
• Advisory and assistance on procuring External Commercial Borrowings (ECB) from foreign sources viz drafting loan agreement, obtaining Loan Registration Number (LRN) and complying with monthly ECB reporting;
• Advisory and assistance in compounding of contraventions under FEMA with RBI;

Audit, Assurance & Certification

The focus of the audit and assurance department is to provide you with a quality product that suits your needs, to provide helpful suggestions that improve your operations, to provide legal/compliance guidance when necessary, and to provide a level of service that will result in a long-lasting relationship. We pride ourselves on our technical expertise and our internal quality control standards allow us to stay abreast of all the changes in the compliance and auditing arenas. We also take the time to attend conferences and seminars to stay informed of the many changes within the industries in which our clients operate. While performing an audit, we look for areas of improvement and provide suggestions for change. We provide the following audit and assurance services:

• Secretarial Audit under the Companies Act, 2013
• Internal Audit
• Due-Diligence audit and certification as prescribed by RBI
• CSR Audit/Review
• Certification of Forms to be filed with Reserve Bank of India (RBI) and Ministry of Corporate Affairs (MCA)
• Audit and certification of Listed Companies

Appearance and Representation

We appear on behalf of our clients before various statutory authorities for compounding of contraventions or seeking regulatory approvals. Our seasoned professionals will advise you on the optimum way and sail you through the process in a hassle-free manner. We make regular appearances before the following statutory authorities:

• National Company Law Tribunal (NCLT)
• National Company Law Appellate Tribunal (NCLAT)
• Securities Exchange Board of India (SEBI)
• Securities Appellate Tribunal (SAT)
• Reserve Bank of India (RBI)
• Ministry of Corporate Affairs (MCA)
• Competition Commission of India (CCI)