Corporate and Commercial

In the fast-moving consumer goods (FMCG) sector, FMCG distribution agreements play a crucial role in ensuring that products reach the market efficiently and effectively. These agreements define the terms under which a distributor will handle the products, the obligations of each party and the parameters within which they operate.  Distribution agreements are vital for setting …

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What is the significance of legal due diligence in mergers and acquisitions? Legal due diligence is a critical examination that occurs to ensure that a potential investment is sound from a legal perspective. It involves a thorough review of all the legal aspects of a business before finalising a transaction. The primary goal is to …

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Transferring shares in a Private Limited Company is a common yet intricate process. Ensuring compliance with the legal share transfer procedures is vital to maintain corporate integrity and avoid legal pitfalls.  The legal framework governing share transfers includes the Companies Act, 2013, the Indian Stamp Act, 1899, and state-specific regulations. Understanding these laws and adhering …

Process for Transferring Shares in Private Limited Companies: Step-by-Step Guide Read More »

Background and Order By way of its order dated May 28, 2024, the Registrar of Companies (“RoC”) has imposed a penalty on India Containers Limited (“ICL”) and its directors for a total amount of approximately INR 3,00,000 on account of non-filing of annual return under Section 92 of the Companies Act, 2013 (“Act”). Under Section …

RoC’s increasing scrutiny on compliances Read More »

What is the double taxation agreement between India and UAE? The India UAE Double Taxation Agreement (DTAA) is a treaty designed to mitigate the risk of income being taxed twice, once in India and once in the United Arab Emirates. This agreement, officially known as the Double Taxation Avoidance Agreement, aims to foster economic cooperation, …

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How do you resolve conflict between directors and shareholders? Resolving shareholder disputes is crucial for maintaining the stability and growth of any company. Disputes can arise from various issues, including disagreements on management, financial policies or breaches of shareholder agreements. Effective management of these conflicts requires a thorough understanding of the legal framework, a clear …

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What are the key points of a shareholder agreement? In corporate governance, a well-drafted shareholder agreement is indispensable for ensuring smooth operations among shareholders. This legal document outlines critical aspects such as ownership structures, decision-making protocols, dividend distribution and procedures for share transfers. By clearly defining these elements, the agreement helps prevent disputes and provides …

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What is the importance of the Memorandum of Association (MoA)? The MoA is a fundamental legal document that lays down the essential framework for the establishment and operation of a company in India. Under the Companies Act, 2013, the MoA serves as the company’s charter, delineating its scope of activities, objectives and its relationship with …

Important Clauses of Memorandum of Association (MoA) Read More »

What are corporate governance laws and regulations in India? Corporate governance laws and regulations in India encompass a set of legal frameworks, guidelines and standards designed to ensure accountability, fairness and transparency in the management and control of companies. These laws primarily derive from the Companies Act, 2013, which provides comprehensive rules regarding the composition …

Corporate Governance Laws and Regulations India Read More »

Directors are the stewards of a company, entrusted with the responsibility of making critical decisions that impact its sustainability and success in achieving its goals and objectives. However, in light of the well-established legal principal of companies being separate legal entities, the question arises: “Would directors be accountable for any violations by the company, and …

Understanding Director’s Liability Under The Companies Act 2013 Read More »