Practice Areas

The Direct Duty platoon comprising attorneys, numerous of whom have multiple qualifications, offers a comprehensive array of duty advisory and auction services for businesses and associations in colourful sectors.

The establishment has a devoted platoon of experts who are engaged in furnishing, inter alia, the following services
Action before all forums (Supreme Court, High Court, Tax Bars, and duty authorities)
Advice and consultancy relating to both domestic and transnational duty issues
Transfer Pricing – study, compliance and representation
Compliance and Regulatory

In the niche and sought after arena of Transfer Pricing, the establishment has erected capabilities to handle the entire diapason of services in relation thereto, right from the stage of compendium of data and medication of transfer pricing reports to representation before the transfer pricing appellate authorities and courts. We understand the business, account and legal complications affecting taxation.

The Direct Duty platoon is extensively accredited for its capability to find new results to meet guests’ needs while addressing the complications of constantly changing domestic and transnational duty administrations. We’ve successfully handled several high profile duty action matters relating to domestic and transnational taxation and have attained path-breaking rulings. The Direct Duty platoon is well known and has, over the times, gained the respect of the duty directors, businesses and bar likewise, for its competent running of action and furnishing quality advice across the entire diapason of direct duty laws.

We’ve always tried to deliver effective and cost-effective services appreciating the specific requirements of guests, to give maximum value. As a result, the Team continues to serve as trusted duty counsels and counsels to numerous of India’s large artificial houses, and transnational companies for nearly four decades.

The establishment is extensively regarded as one of the stylish Direct Duty practices in the country and is constantly ranked among the top duty law establishment in colourful transnational rankings/ checks.

The firm’s Indirect Tax team is well -equipped and dedicated to render advice and litigate across the entire spectrum of indirect tax laws. The team aims at suggesting practical and innovative solutions to its clients and has expertise in the following areas:

Goods and Services Tax (‘GST’), Customs, Service Tax, Central Sales Tax/Value Added Tax (‘VAT’), Central Excise, etc. The firm has a dedicated team of experts who are engaged in providing, inter alia, the following services:

Litigation before all forums (Supreme Court, High Court, Tax Tribunals, and tax authorities)
Advisory and Consultancy in areas like Banking, Finance, Leasing, Infrastructure, Real Estate, Hospitality, Software, Media and Entertainment, Advertising, Retail Trade, Management Consultancy, Education, Automobile, Auto-ancillaries, Airlines, Shipping Industries, etc.
Managed Services in the area of Compliance and Regulatory matters on all India basis which includes within its ambit filing of returns, facilitation of audit, refunds under Foreign Trade Policy Schemes, etc.

The Corporate team offers services across all stages of development experienced by a corporate entity, right from its inception to dissolution. At Vivek Jha Associates and 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 with 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 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 purchases, restructuring and private equity investments.

The firm has been involved in advising on some of the largest deals in 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 Restructuring
  Merger, Demerger and buyouts
• Debt Restructuring
  Corporate Restructuring
  Debt restructuring
• 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 like share purchase/subscription agreements, shareholders’ agreements, etc. and other related incidental agreements. Our expertise lies right from the stage of conducting due diligence till the closing of the transaction, including completing 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 the 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 practise encompasses all aspects of domestic & international equity and debt offerings, including consultation, advisory and continuous disclosure services about 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.
The private placement, including Qualified Institutional Placement of equity shares, debentures, and other convertible instruments
Handling open offers concerning 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 their 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 Vivek Jha 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 the 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 knowing 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 the 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 the 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 to 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, the applicability of various compliance requirements and any other queries and providing opinions on various matters under the provisions of the 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 a 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.

We offer a full spectrum of services in the area of Banking and Finance by actively assisting corporate clients in drafting and reviewing various documents pertaining to all kinds of financial arrangements, including but not limited to equipment supply financing, acquisition financing, raising of non-convertible debentures, external commercial borrowings, term loan and working capital financing, factoring arrangements, securitization, acquiring pools of receivables by way of business transfer, advising on various fund based and fee based banking transactions, SARFAESI proceedings , banking laws and regulations, etc.

Our firm acts for myriad global and domestic banks, in addition to numerous institutional lenders, multi-lateral development and credit institutions, asset managers, funds, real estate investors, arrangers and corporate borrowers.

The Renewable Energy Practice team has gained extensive experience in advising project owners, developers, contractors and suppliers on project development and related transactional issues across India. The predominant focus of our practice is the wind and solar energy sectors.

The Firm advises not only on the acquisitions of existing and under development projects, but the entire cycle of greenfield project development. Our services cover:

Preparation/ review of project development documentation, namely
Memorandums of Understanding/ Term sheets
Non-disclosure Agreements
Engineering Procurement and Construction (EPC)/ Turnkey Contracts
Framework/ Facilitation/ Umbrella Agreements
Supply Agreements
Service Agreements
Works Contracts
Power Purchase Agreements and
Wheeling and Banking Agreements
Acquisition/ sale of energy assets, including
Acquisition/ sale of an equity stake in companies
Acquisition of underdevelopment/ operational assets, by way of asset sale
Structuring of investments and
Preparation/ review of definitive agreements related to such purchase/ sale
Investment/ joint ventures in companies within the energy sector
Due diligence of project, including title diligence concerning the project land acquired/ to be acquired for setting up a project
Pre-bid and bidding related assistance to participants in various Government promoted schemes, like JNNSM, state solar policies, etc.
Project Finance
Direct and indirect tax advice about development of power projects

The Firm ensures that its clients have access to a truly multidisciplinary group of dedicated and experienced legal advisors drawn from its various specialist practice groups. Thus, it offers its clients composite advice on various facets of project development.

The team has expertise in 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.

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 the 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 practise, we specialise in:

Conducting commercial arbitrations under the auspices of the 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 legislation including the ICC rules, LCIA and SIAC rules
Counselling 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

Our IT team is actively involved in advising on issues in the field of Information Technology & Cyber Laws.

The team has legal as well as technical expertise in providing advice and solutions for protection against theft of images, theft & secrecy laws, graphics, website designs and content and copyright infringement, domain disputes and domain name recovery, software copyright infringement, internet piracy, cyber-crimes, data protection, information security and secrecy, digital rights management, regulatory and legal compliance, civil and criminal prosecution.

Additionally, the team also acquaints the clients with privacy laws in India and the different ways to ensure the confidentiality of data transferred across borders including General Data Protection Regulation (GDPR) and E-commerce.

We have expertise in advising clients in the setting up of non-profit entities in the form of societies, trusts and Section 8 companies. We assist in the preparation and filing of applications for registration of the entity with the concerned authority, in seeking exemption from Income Tax authorities, and in obtaining approvals from Foreign Contribution Regulation Authorities for the receipt of contributions from foreign sources.

The team regularly assists non-profit entities in drafting and structuring the rules and regulations for their systematic governance and operation.

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 insulates 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, counselling on appropriate actions to minimize the risk of liability and negotiating and preparing employment contracts and separation agreements. We also assist clients in 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 appreciating the organisation’s mission, vision, values and work culture, and assimilating them with employees’ personal goals and aspirations. An employee handbook facilitates the 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 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 taxed efficiently for both the employer and the employee. Our Firm’s attorneys assist clients 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 the best talent. We structure the stock options under 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 transaction 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, and detect any threats in the form of non-compliances under various central / state labour legislation. Our Firm’s attorneys conduct an HR audit to deliver positive solutions. Besides HR due diligence for M&A, our Firm assist many clients in undertaking internal HR audit to ensure that they are compliant with various labour statutes and thwart any legislative action for non-compliance. Our firm has even handled sensitive matters involving allegations such as bribery, corrupt practices, etc.

Advising 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 and 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.