Commercial Contracts

Our team of legal professionals possesses deep expertise in the intricacies of drafting and reviewing Commercial Contracts. We recognize the multifaceted legal challenges inherent in this domain and are adept at addressing them with precision. The RSD team delivers a full spectrum of legal services within this dynamic sector, equipped to expertly navigate the complexities of contract formulation and enforcement.

Banking & Finance

Structured Finance

Our team is highly skilled in crafting sophisticated financial instruments and pioneering funding structures that enhance liquidity, optimize financial flexibility, and mitigate risk. We offer comprehensive legal counsel tailored to the complexities of this specialized field. With a focus on bespoke solutions, we assist clients in designing structured finance strategies that are precisely aligned with their unique objectives and requirements.

Acquisition

We offer strategic counsel on the structuring and negotiation of acquisition financing transactions. Our comprehensive services encompass all aspects, from meticulous due diligence to the precise drafting of financing agreements, ensuring that your acquisitions are both financially robust and fully compliant with prevailing legal standards.

Structurization

Our Banking and Finance team possesses specialized expertise in structuring complex financial transactions. We provide comprehensive legal support, encompassing documentation, regulatory compliance, and strategic negotiation with investors. In the realm of securitization, we assist clients in structuring asset backed securities that optimize funding strategies and enhance financial efficiency.

Project Reports

We offer expert services in the preparation of detailed Project Reports, meticulously considering all relevant parameters required by Banking and Financial Institutions. Our team ensures that these reports align with industry standards, providing comprehensive insights to support informed decision making and facilitate seamless financing processes.

Incorporation of Companies

We help facilitate the seamless incorporation of companies in India, guiding clients through every step of the process with expertise and precision. The support provided by legal professionals ensures compliance with Indian laws and regulations while optimizing the structure of the business for long-term success.

Company Structure & Type Selection.

We advise clients on the most suitable type of company, whether a Private Limited Company, Public Limited Company, Limited Liability Partnership (LLP), or a One Person Company (OPC), based on the client’s business model, goals, and regulatory requirements. They provide a detailed analysis of the benefits, liabilities, and governance structures associated with each form.

Name Reservation & Regulatory Compliance.

Legal professionals assist in the process of reserving a unique company name, ensuring that it complies with the naming guidelines set forth by the Ministry of Corporate Affairs (MCA) and does not conflict with existing trademarks or business names. We handle the registration process with relevant authorities, ensuring that all mandatory filings and approvals are secured.

Drafting of Incorporation Documents.

A critical aspect of the incorporation process is the preparation and drafting of key documents such as the Memorandum of Association (MOA), Articles of Association (AOA), and other statutory forms. Legal firms ensure that these documents are meticulously drafted to reflect the company’s objectives, governance structures, and operational guidelines while adhering to legal standards.

Statutory Filings & Registrations

Legal experts manage the submission of required documents and filings with the Ministry of Corporate Affairs (MCA) and other relevant authorities. These filings include the registration for the Director Identification Number (DIN), Digital Signature Certificates (DSC), Goods and Services Tax (GST) registration, Permanent Account Number (PAN), and Tax Deduction and Collection Account Number (TAN).

Compliance with Foreign Direct Investment (FDI) Regulations

For foreign investors wishing to incorporate a company in India, we provide guidance on the complex Foreign Direct Investment (FDI) regulations. This includes advising on permissible sectors for foreign investment, structuring the investment in compliance with Indian laws, and ensuring that all necessary filings with the Reserve Bank of India (RBI) and other regulatory authorities are completed.

Post-Incorporation Services

After incorporation, we continue to provide essential services such as advising on corporate governance, drafting shareholder agreements, conducting initial board meetings, and assisting with the issuance of share. We ensure that the company complies with ongoing legal and regulatory requirements such as annual filings, maintaining statutory registers, and ensuring compliance with labor laws, tax laws, and other applicable regulations.

Ongoing Legal Support & Corporate Restructuring

Beyond the initial incorporation, we provide continuous support for the company’s legal needs, including mergers and acquisitions (M&A), joint ventures, intellectual property protection, dispute resolution, and corporate restructuring. Their expertise ensures that the business adapts to changing regulatory landscapes and remains compliant with evolving laws.Incorporating a company in India involves navigating a complex web of regulatory requirements and documentation. Legal firms streamline this process, offering invaluable guidance and ensuring that every aspect of incorporation is completed efficiently and in full compliance with Indian laws.

Corporate Governance & Compliance Advisory

We guide through the intricacies of corporate governance and ensuring adherence to statutory compliance requirements. The support provided is essential for fostering transparency, maintaining accountability, and mitigating legal risks, all of which are fundamental to the company’s long-term success and sustainability.

Establishing Corporate Governance Framework

Our team of professionals assist new companies in developing a robust corporate governance framework, which forms the backbone of a company’s operations. We provide guidance on structuring and drafting bylaws, and establishing policies that govern the rights and responsibilities of shareholders, directors, and management. This includes advice on creating committees such as audit, nomination, and remuneration committees in accordance with regulatory requirements.

Compliance with Regulatory and Statutory Obligations

New companies often face a maze of regulatory obligations that must be met to operate legally and efficiently. We ensure compliance with various laws, including the Companies Act, 2013, Securities and Exchange Board of India (SEBI) regulations, and industry-specific regulations. We help with the registration, filing of annual returns, preparation of financial statements, and other statutory submissions required by authorities like the Ministry of Corporate Affairs (MCA), the Registrar of Companies (RoC), and others.

Advisory on Director’s Duties and Liabilities

We provide detailed advice on the statutory and fiduciary duties of directors under the Companies Act and other applicable laws. We advise directors understand their roles and responsibilities concerning corporate governance, risk management, and compliance, which helps prevent legal liabilities arising from breaches of duty. This includes advising on conflict of interest issues, board meetings, and ensuring proper corporate decision-making processes.

Internal Controls & Risk Management

To ensure long-term operational integrity, we assist in developing internal controls and risk management systems. Our team of experts provide guidance on identifying and mitigating business, financial, operational, and legal risks, offering strategies to ensure that the company remains in compliance with relevant laws and regulations while optimizing business performance.

Secretarial and Governance Compliance

Our team often assist with corporate secretarial functions, ensuring that all legal records are maintained in compliance with the Companies Act. This includes the preparation of minutes of meetings, maintaining statutory registers (e.g., register of members, register of directors), and ensuring compliance with requirements such as the holding of Annual General Meetings (AGMs) and filing necessary resolutions. Additionally, they help establish robust internal policies for effective governance.

Advisory on Shareholder Rights and Relations

Our professionals provide counsel on the rights of shareholders, including issues related to shareholder meetings, voting procedures, dividend distribution, and capital raising activities. We advise on matters related to minority shareholder protections, disputes between shareholders, and the structuring of shareholder agreements to ensure a clear understanding of the rights and obligations of each party involved.

Corporate Social Responsibility (CSR) Compliance

Under the Companies Act, certain companies are required to adhere to CSR mandates. Our team guide companies through the compliance requirements for CSR initiatives, ensuring the formulation of CSR policies and facilitating the proper disclosure of CSR activities. We provide advice on the strategic alignment of CSR efforts with the company’s objectives and regulatory expectations.

Ongoing Regulatory and Compliance Monitoring

Corporate governance and compliance do not end with the company’s incorporation; it’s an ongoing process. We offer continuous advisory services to ensure that the company remains in compliance with changing laws, regulations, and industry standards. We monitor updates from regulatory bodies, such as the Ministry of Corporate Affairs (MCA), SEBI, the Reserve Bank of India (RBI), and others, and advise the company on timely compliance measures.

Corporate Restructuring & Governance Revisions

As companies evolve, their corporate governance and compliance structures may need to be revisited and revised. We provide advisory support during corporate restructuring processes such as mergers, acquisitions, spin-offs, or reorganization, ensuring that any governance changes comply with legal standards. We also help review and update governance policies to reflect changes in business objectives or regulatory environments.

Merger & Amalgamation, Demergers

We provide comprehensive support throughout the entire process of mergers, amalgamations, and demergers, ensuring compliance with applicable laws and minimizing risks for clients.

Structuring Transactions:

Our lawyers / counsels assist in structuring mergers, amalgamations, and demergers to optimize tax benefits, address regulatory requirements, and align with business goals. They advise on the most suitable transaction type, whether it’s a statutory merger, asset sale, or spin-off.

Due Diligence:

Legal firms conduct thorough due diligence to assess legal, financial, and operational risks associated with the transaction. This process helps identify liabilities, intellectual property rights, and contractual obligations that could impact the deal.

Regulatory Compliance:

Legal experts ensure compliance with the Companies Act, Competition Act, and other relevant laws. They handle filings with the Ministry of Corporate Affairs (MCA), stock exchanges, and regulatory authorities, including approvals from the Competition Commission of India (CCI), where necessary.

Drafting and Documentation:

Legal teams draft key documents such as schemes of merger or demerger, board resolutions, shareholder agreements, and other necessary filings. They ensure all documents are legally sound and reflect the commercial intent of the transaction.

Shareholder and Stakeholder Approvals:

Legal firms guide clients in obtaining the required approvals from shareholders, creditors, and regulatory bodies. They manage the process of convening meetings and securing the necessary resolutions.

Tax and Financial Advisory:

Legal professionals collaborate with financial and tax experts to ensure that the transaction is structured to minimize tax liabilities and is in line with financial regulations, including matters related to transfer pricing, capital gains, and stamp duty.

Post-Transaction Compliance:

Following the completion of the transaction, legal firms assist with post-merger integration, including compliance with new governance structures, reorganization of assets, employee transfers, and regulatory filings.

Dispute Resolution:

In the event of disputes arising during or after the transaction, legal firms provide support in resolving issues through negotiation, arbitration, or litigation, safeguarding the interests of their clients.