| ign="center"> | | | | intimation of receipt of foreign investment, letters |
| DESTINATION INDIA | | | | of acceptance, intimation of issue of securities, |
| A LEGAL SYNOPSIS | | | | annual tax, accounts and returns, etc. |
| By: | | | | In addition, specific industries need to file periodic |
| Alishan Naqvee | | | | reports with the administrative ministry and |
| LexCounsel, Law Offices, New Delhi | | | | departments, such as quarterly and annual returns |
| E-mail: CONTENTS | | | | by software technology parks or special economic |
| 1. Introduction | | | | zones with the concerned officials. |
| 2. Entry Strategy | | | | 3.4 Incorporation, Registrations and Licenses |
| 2.1 Legal Entity | | | | Incorporation of a company in India is an |
| 2.2 Options for Collaboration | | | | administrative process which takes approximately |
| 3. Regulatory Permissions and Compliances | | | | 15 to 20 working days from filing of incorporation |
| 3.1 Financial Collaboration | | | | related documents. A company incorporated |
| 3.2 Technology Collaboration & Trademark | | | | anywhere in India is entitled to carry on business |
| License | | | | activities throughout India. |
| 3.3 Post Collaboration Compliances | | | | In addition, an Indian company would require |
| 3.4 Registrations and Licenses | | | | obtaining various sector and location specific |
| 4. Taxes and Tax Benefits | | | | licenses and registrations, including registrations |
| 4.1 Tax Structure | | | | and licenses under the direct and indirect taxes, |
| 4.2 International Taxation | | | | import-export regulations, labour laws and trade |
| 4.3 Transfer Pricing Regulations | | | | and municipal regulations. These licenses and |
| 4.4 Tax Benefits | | | | registrations can ordinarily be obtained within four |
| 5. Return on Investment | | | | weeks of filing the requisite documents. The prior |
| 5.1 Repatriation of Profits | | | | investment approvals from the FIPB for |
| 5.2 Repatriation of Fees and Royalties | | | | investment in unregulated sectors may take upto |
| 6. IP Protection | | | | six weeks. |
| 7. Human Resources and Labour Issues | | | | SECTION FOUR |
| 7.1 Costs | | | | 4. TAXES AND TAX BENEFITS |
| 7.2 Key Issues | | | | 4.1 Tax Structure |
| 8. Dispute Resolution | | | | India has a multi tier tax system comprised of |
| 9. Due Diligence | | | | direct and indirect taxes. The main taxes are |
| SECTION ONE | | | | income tax, sales tax/value added tax, excise |
| 1. INTRODUCTION | | | | (levied on manufacturing/value addition), service |
| India, the worldâs largest democracy, is | | | | tax (levied on provision of specified services), |
| today one of the most favoured destinations of | | | | customs duty, octroi (on entry of goods in certain |
| foreign investors and businesses for various | | | | areas), stamp duty (on execution of specified |
| reasons including a rapidly growing economy, | | | | documents) and property taxes. |
| educated and skilled workforce, huge market size, | | | | The income tax applicable to Indian companies is |
| increasing purchasing power, low costs and political | | | | 30% plus surcharge and cess. No minimum |
| stability albeit through coalition Governments. | | | | corporate income tax is payable by Indian |
| 1.1 Geographic Location | | | | companies in absence of profits. Generally all |
| India is bounded by the Bay of Bengal on the | | | | business expenses are deductible from taxable |
| east, China, Nepal and Bhutan to the north-east, | | | | income. Indian companies are also required to |
| Pakistan and Arabian Sea on the north to west | | | | withhold income tax from various payments and |
| and Indian Ocean on the south. India has a | | | | deposit it with the government. |
| coastline of 7,517 kilometers (4,671 miles). | | | | 4.2 International Taxation |
| Bangladesh and Myanmar border India in the east. | | | | India has entered into double taxation avoidance |
| 1.2 Currency | | | | agreements (âDTAAâ) with |
| The currency of India is Rupee (symbol "Rs."), | | | | approximately 77 countries around the world, |
| often referred to as Indian Rupee in international | | | | including all major countries that may have trade |
| transactions. As on March 1, 2009: | | | | interests with India. Generally, the provisions of |
| US Dollar - $ 1 was equal to Rs. 48.77 | | | | DTAA prevail over the domestic tax provisions |
| Great Britain Pound - £ 1 was equal to Rs. | | | | and offer bilateral relief to residents in both |
| 70.63 | | | | jurisdictions in respect of foreign taxes paid. |
| Euro - ⬠1 was equal to Rs. 68.18 | | | | Foreign investors can consider routing their |
| Japan Yen - ¥ 100 was equal to Rs. 55.06 | | | | investments into India through any of the tax |
| 1.3 India Wins Freedom | | | | heavens having beneficial DTAA with India. |
| India won independence on August 15, 1947 from | | | | Most of the DTAAâs provide that, if a |
| the British rule under the iconic leadership of | | | | foreign company has a permanent establishment |
| Mahatma Gandhi and many other leaders after a | | | | (âPEâ) in India, its income |
| long drawn freedom struggle. | | | | accruing in India would be taxable in India at the |
| Addressing the Indian Constituent Assembly | | | | rate applicable to foreign companies (i.e. 40% plus |
| towards midnight on August 14, 1947, the first | | | | surcharge and cess). |
| Prime Minister of India, Pandit Jawahar Lal Nehru in | | | | The Supreme Court of India has in the judgment |
| his speech known as "Tryst With Destiny" said | | | | delivered in July 2007 in the case of DIT (Mumbai) |
| "Long years ago we made a tryst with destiny, | | | | Vs. Morgan Stanley & Co. analyzed the possibility |
| and now the time comes when we shall redeem | | | | of an Indian entity being deemed a PE of its |
| our pledge, not wholly or in full measure, but very | | | | foreign counterpart owing to the presence of |
| substantially. At the stroke of the midnight hour, | | | | employees of the foreign counterpart at the |
| when the world sleeps, India will awake to life and | | | | offices of the Indian entity, and the nature of |
| freedom." | | | | their business operations. Accordingly, deputation |
| 1.4 Union of States | | | | of employees of a foreign parent company to |
| With independence, India became a Union of | | | | the offices of the Indian subsidiary would qualify |
| States, as duly envisaged in its Constitution. India | | | | the Indian entity as a PE of foreign parent entity |
| currently comprises of 29 states and 6 union | | | | in India, unless the role of the foreign employees |
| territories. New Delhi is the capital, and Mumbai is | | | | is limited to stewardship activities. The Indian |
| commonly acknowledged as the financial capital. | | | | subsidiary would also be a PE of the foreign |
| Other major cities include Kolkata (West Bengal), | | | | parent entity if the business activities of the |
| Chennai (Tamil Nadu), Bangalore (Karnataka), | | | | Indian entity are same as the main business |
| Hyderabad (Andhra Pradesh), Lucknow (Uttar | | | | activities of the foreign entity, or if the Indian arm |
| Pradesh) and Chandigarh (Punjab). | | | | exercises the authority to execute, enter into or |
| 1.5 Three Pillars of Democracy | | | | conclude or implement the contracts on behalf of |
| India has a written constitution that clearly | | | | the foreign arm. |
| envisages three institutional organs of the Indian | | | | In view of the above determinations, the Indian |
| Government: (1) Legislature for enacting the laws; | | | | and the foreign arms of multinational entities are |
| (2) Executive for implementation of the laws, and | | | | being careful in avoiding the deputation structure, |
| (3) Judiciary to interpret laws in administration of | | | | and prefer to transfer the subject employees on |
| justice. The constitutional structure provides India | | | | the rolls of the Indian company. |
| a well balanced social, political, democratic and | | | | Though the judgment is rendered with reference |
| financial stability. | | | | to specific clauses of the Indo-US DTAA, since |
| The Legislature constitutes the Parliament, that | | | | most of the DTAAs that India has with other |
| enacts laws applicable to the whole of India | | | | countries also contain provisions similar to the |
| (subject to exceptions that may be stated | | | | Indo-US DTAA (being based on the same model |
| therein), and State Legislature that enacts laws | | | | law), the applicability of the judgment may be |
| applicable to that particular state. The Prime | | | | presumed on transactions arising between Indian |
| Minister, being the leader of the majority party | | | | and other foreign entities. |
| coalition in the Parliament, heads the council of | | | | 4.3 Transfer Pricing Regulations |
| ministers. Similarly, the Chief Minister of each state | | | | India has implemented transfer pricing regulations. |
| is the head of the council of ministers of that | | | | Generally speaking, these rules govern the |
| State. | | | | minimum profit margin to be maintained by the |
| The Executive is headed by the President of India | | | | Indian companies in international transactions with |
| at the Centre level, and by the Governor at the | | | | associated enterprises. Arguably, the transfer |
| State level. The President and the Governor act in | | | | pricing regulations legitimize provision of services |
| view of the advice of the council of ministers. | | | | by Indian companies to foreign parent and other |
| The judiciary is headed by the Chief Justice of | | | | entities on a cost plus basis, as per the industry |
| the Supreme Court of India. Each High Court is | | | | norm and avoid PE implications for the foreign |
| headed by a Chief Justice. Below the High Court, | | | | entity in India. |
| there are lower courts at the district and | | | | 4.4 Tax Benefits |
| sub-district levels. | | | | In India, substantial direct and indirect tax benefits |
| 1.6 Laws | | | | exemptions for the initial few years are provided |
| India follows the common law system, and is | | | | to units engaged in specific business activities, |
| governed by a combination of central and state | | | | such as export oriented software and hardware |
| legislation, enacted by the Parliament and the | | | | units; specified infrastructure projects; units in |
| State Legislature respectively. The Constitution of | | | | backward areas, special economic and free trade |
| India also prescribes the matters on which the | | | | zones. |
| Parliament and the State Legislature can | | | | The export oriented software and services units |
| respectively or concurrently legislate. | | | | are offered exemption of customs duty on |
| 1.7 Languages | | | | imports, exemption of excise duty and sales tax |
| "Hindi" is the mother tongue. In addition, 22 | | | | on domestic purchase of capital goods in addition |
| regional languages are currently recognized by the | | | | to exemption of octroi. Due to availability of tax |
| Constitution of India. Due to numerous regional | | | | benefits/exemptions and availability of educated |
| languages and countless dialects, it is common for | | | | workforce, India has established itself as the global |
| Indians to be proficient in speaking more than one | | | | hub for software development and business |
| language and a few dialects. | | | | process outsourcing. |
| Though English is not the first official language | | | | The DTAA, transfer pricing regulations and tax |
| anywhere in India, the country reportedly has the | | | | benefits provide an opportunity to the foreign |
| second largest English speaking population in any | | | | investors to arrive at an efficient tax structuring |
| country in the world, after only the United States | | | | of investments and business in India. Foreign |
| of America . | | | | investors can, considering the tax rates in both |
| English is also the language to be used in the | | | | jurisdictions, ability of the Indian companies to |
| Supreme Court and the High Courts of all states | | | | provide services at a cost plus basis and tax |
| of India, and is the authoritative text of all | | | | exemption available for specific activities, decide |
| legislation passed by the Parliament and State | | | | the quantum of their investments in India. |
| Legislature. | | | | SECTION FIVE |
| 1.8 Globalization | | | | 5. RETURN ON INVESTMENTS |
| The so called "globalization" of the Indian economy | | | | Foreign investors can repatriate funds out of India |
| commenced in 1992. The terms "free trade" and | | | | through a number of options including dividends, |
| "globalization" were notably the key words of the | | | | fees for technical and administrative services, |
| speech delivered by the then Finance Minister and | | | | royalties, interest, capital appreciation, etc., after |
| the current Prime Minister of India, Dr. Manmohan | | | | payment of applicable taxes. Reportedly, the rate |
| Singh before the Assembly on December 17, | | | | of return on investments in India scores well |
| 1992. | | | | above 15%. |
| Since 1992, the Government of India has gradually | | | | 5.1 Repatriation of Profits |
| promoted foreign collaboration and relaxed | | | | Indian companies can remit their profits to a |
| regulations to promote foreign investment and | | | | foreign collaborator by way of dividend subject to |
| technology transfer in various sectors of the | | | | dividend distribution tax @ 20% plus surcharge |
| Indian economy. While globalizing the Indian | | | | and cess. There is no limit on the rate of dividend |
| economy, the Government has been careful to | | | | that can be distributed or repatriated out of India. |
| protect the domestic production and business till | | | | However, there are certain conditions with regard |
| such time they are able to compete with the | | | | to computation of profits and transfer of upto |
| financial might and international best practices of | | | | 10% of profits of the company to its reserves |
| the multinational competitors. The results have | | | | before declaring dividend. |
| been clearly pronounced on the global stage, with | | | | Branch offices of foreign companies can also |
| India now undisputedly being counted as a global | | | | remit business profits to their principals subject to |
| power with significant domestic production and | | | | withholding tax @ 40% plus surcharge and cess |
| exports. | | | | (unless lower tax rate is prescribed by the |
| The increasing support for India to become a | | | | DTAA). |
| permanent member of the United Nations | | | | 5.2 Repatriation of Fees and Royalties |
| Security Council, the Indo-U.S. Civilian Nuclear | | | | The royalty for transfer and use of technology, |
| Agreement, approval of the Safeguards | | | | trademark and brand name, can be remitted to |
| Agreement by the International Atomic Energy | | | | foreign collaborators subject to withholding tax |
| Agency ("IAEA") and the waiver by the 45 | | | | @10% plus surcharge and cess (unless lower tax |
| member Nuclear Supplier Group ("NSG") in 2008 | | | | rate is prescribed by the DTAA and the royalty is |
| allowing India to access civilian nuclear technology | | | | executed on or after June 1, 2005). If the foreign |
| and fuel from other countries are clear evidences | | | | collaborator belongs to a country having DTAA |
| of India's recognition as global power and | | | | with India, it can avail credit of withholding taxes |
| dependable ally. The waiver by the NSG makes | | | | paid in India. Research and Development Cess |
| India the only known country in the world that | | | | @5% is also payable by the Indian importer of |
| possesses non-civilian nuclear capabilities but is still | | | | technology on payments towards imported |
| permitted to carry out nuclear commerce with | | | | technology. |
| the rest of the world without being a member of | | | | 5.3 Capital Gains |
| the Non Proliferation Treaty. | | | | In the absence of lesser rate of tax by the |
| 1.9 Rapid Economic Growth | | | | DTAA, the capital gains can be repatriated out of |
| The Globalization has undisputedly opened doors | | | | India subject to withholding tax between 10% to |
| for rapid economic growth of India. Despite | | | | 20%, depending on their nature, plus surcharge |
| certain problems, including population, poverty, | | | | and cess. |
| corruption, and regional and religious strife that | | | | SECTION SIX |
| erupt sometimes, India has demonstrated | | | | 6. IP PROTECTION |
| remarkable economic growth in the past decade. | | | | India recognizes the value of intellectual property |
| For the year ended March 31, 2009, the Gross | | | | rights and has well established procedures for |
| Domestic Product ("GDP") is expected to be | | | | protection of patents, trademarks, designs and |
| around 7%, despite global meltdown. | | | | copyrights. India is a member of the Agreement |
| With all its diversities, India remains an attractive | | | | on Trade Related Aspects of Intellectual Property |
| destination for foreign investments, with | | | | Rights ("TRIPS"), the Doha Declaration, Berne |
| possibilities of remarkable returns on investments. | | | | Convention on Copyrights, Geneva Convention for |
| With the population second only to China, India is | | | | the Protection of Rights of Producers of |
| second largest marketplace in the world in terms | | | | Phonograms, the Universal Copyright Convention. |
| of number of consumers and offers enormous | | | | India is also a member to the World Intellectual |
| scope for success to diligent investors in almost all | | | | Property Organization, Geneva. In view of its |
| sectors of the Indian economy. | | | | commitments under TRIPs, the Doha Declaration |
| SECTION TWO | | | | and other conventions, India has taken significant |
| 2. ENTRY STRATEGY | | | | steps to align its intellectual property laws to the |
| 2.1 Legal Entity | | | | global standards. |
| A foreign entity may establish a business | | | | The true and first inventor of a product or |
| presence in India through: | | | | process can register it as a patent in India. |
| ⢠opening a liaison office, branch office or | | | | Trademarks, for services and goods, and designs |
| project office; | | | | (industrial designs, excluding functional designs) can |
| ⢠appointing a distributor or franchisee; | | | | also be registered in India by its owner. As far as |
| ⢠commencing its own operations in India; | | | | copyrights are concerned, registration is not |
| ⢠forming a joint venture with an Indian | | | | compulsory. Copyrights in original literary, dramatic, |
| entity; or | | | | musical and artistic works, cinematography films |
| ⢠acquiring an existing business in India. | | | | and sound recordings can also be registered. The |
| 2.1.1 A liaison office can be established to primarily | | | | registration of copyright is however not |
| explore and understand the business opportunities | | | | compulsory to initiate a legal action against |
| and climate in India for the foreign parent entity. | | | | infringement. |
| A liaison office is not permitted to earn any | | | | Violation of IP rights is a punishable offence in |
| income in India by conducting any business or | | | | India. The owners of patents, trademarks, designs |
| commercial activities in India. | | | | and copyrights can institute appropriate legal |
| A branch office can carry on the business | | | | actions against the infringer and restrain the |
| activities while a project office can be established | | | | infringer from using the IP pending conclusion of |
| to execute a specific project. However, since a | | | | the legal action. |
| branch office or a project office would not be | | | | SECTION SEVEN |
| considered a legal entity separate from its parent | | | | 7. HUMAN RESOURCES AND LABOUR ISSUES |
| company, the business income generated by | | | | 7.1 Costs |
| them would be taxable at the rate of tax | | | | India arguably has the worldâs largest |
| applicable to the foreign companies (40% plus | | | | educated workforce available at salaries that are |
| surcharge and cess) which is higher than the rate | | | | still substantially below the benchmarks of |
| of tax applicable to companies incorporated in | | | | developed economies. A statute prescribing |
| India (30% plus surcharge and cess). | | | | minimum wages to be paid to different classes of |
| A liaison or branch office can be established in | | | | employees is in force in India. However, the |
| India pursuant to the requisite approval of the | | | | minimum wages prescribed under this statute are |
| Reserve Bank of India ("RBI"). No prior RBI | | | | not only far below the minimum wages payable |
| approval is however necessary for banking | | | | to similarly qualified and skilled workers in |
| company that has obtained necessary approval | | | | developed economies across the world, they are |
| under the Banking Regulation Act, 1949, or for | | | | also much below the salaries ordinarily paid in India |
| branches/units established in special economic | | | | to educated workers by reputed employers. |
| zones, or for project office in compliance with the | | | | In addition to salary, certain other employee |
| specific conditions. | | | | benefits and contributions, such as provident fund |
| In view of restrictions on the activities and tax | | | | and employee state insurance are also payable by |
| implications for liaison, branch and project offices, | | | | the employer (together with the employees). The |
| establishment of a wholly owned subsidiary, or | | | | availability of economical educated workforce |
| strategic alliances through joint ventures, technical | | | | facilitates the foreign investors to source |
| collaborations or distributorship arrangements with | | | | international quality services and products at |
| existing Indian companies by and large remain the | | | | comparatively lower costs. |
| preferred options for foreign entities to establish a | | | | At the same time the businesses in India are |
| long term presence in India. | | | | capable of paying salaries competitive to the |
| 2.1.2 The option of appointing a distributor or | | | | global standard for specific and special |
| franchisee is often utilized by the foreign entities | | | | assignments. As a result India has an ever |
| to trade in India their products of established | | | | increasing number of foreign employees in Indian |
| global reputation and goodwill. The products are | | | | companies. |
| exported to and/or manufactured in India by the | | | | 7.2 Key Issues |
| franchisee under strict quality control. In case the | | | | Due to rapid industrial development and growth of |
| arrangement with the Indian partner is on | | | | employment opportunities in big cities, the |
| exclusive basis, the Indian partner may be entitled | | | | employers in these cities often face problems of |
| to best (lowest) international prices for the | | | | attrition. Foreign investors may therefore review |
| imported products. In addition to payment of cost | | | | the industry salary standards before employing |
| of products imported, the Indian distributors also | | | | workforce, check the employment history of |
| often pay a percentage royalty to the foreign | | | | prospective employees for consistency and |
| entity depending on the turnover of retail sales in | | | | sincerity and include adequate protection in the |
| India towards trademark license. | | | | employment documentation to avoid breach of |
| The advantages of a distributorship/franchising | | | | confidentiality and attrition. |
| arrangements to the brand name owner include | | | | Indian labour statutes are employee friendly and |
| acquaintance of the franchisee with local | | | | discourage hire and fire practices. While the |
| environment; local sales and marketing expertise | | | | employment of manager and administration level |
| of the franchisee; ready availability of sales and | | | | employees is governed by and can be terminated |
| marketing channels; reduced investment; sharing | | | | as per their employment contracts, employees at |
| of expenses; negligible government approvals; no | | | | lower levels, called âworkmanâ, |
| requirement to recruit local workforce and | | | | can be terminated only in accordance with the |
| consequently lower financial risk. Further, the | | | | procedure laid down under law (unless the |
| regulatory restrictions on retail trading by foreign | | | | termination as per the employment contract is |
| companies are a major factor for boom of | | | | more beneficial to the employees). |
| master franchising arrangements in India. | | | | Export oriented units situated at most of the |
| India does not have any specific legislation | | | | prominent locations in India are permitted to |
| governing franchising arrangements, and | | | | employ workers in shifts, beyond the regular |
| consequently there is no statutory obligation on | | | | office hours. |
| the franchisors to offer disclosures to the Indian | | | | 7.3 Engagement of Expatriates |
| franchisee. | | | | For reasons of taxation, as discussed in Section |
| 2.1.3 Barring a few sectors, as discussed in | | | | 4.2 above, deputation of employees of foreign |
| Section 3.1 below, foreign investors are permitted | | | | parent companies to their Indian subsidiaries is |
| to establish their wholly owned subsidiaries in India | | | | avoided. However, citizens of any country that |
| to conduct business in India. These companies | | | | India has friendly relationship with, may obtain |
| being incorporated in India, are considered resident | | | | employment visa to work in India. Persons |
| in India and are thus subject to taxation at the | | | | travelling to India on long term and employment |
| rate applicable to Indian residents (referred to in | | | | visas need to register themselves with the |
| Section 2.1.1 above) even if all their shareholders | | | | jurisdictional Foreigners Regional Registration Office |
| and directors are based out of India. Subject to | | | | within specified time (ordinarily 14 days) of arrival |
| sectoral investment restriction and investment | | | | in India. Such employees would also be subject to |
| caps, the foreign investors also have the option | | | | tax in India on their income earned in India, and |
| of acquiring any existing company in India and | | | | may avail credit of the tax paid in India depending |
| establishing it as a wholly owned subsidiary. | | | | on the terms of the DTAA between their home |
| 2.1.4 Foreign investors are also permitted to | | | | country and India. |
| establish joint ventures or collaborations with their | | | | SECTION EIGHT |
| Indian partners. While the advantages of a wholly | | | | 8. DISPUTE RESOLUTION |
| owned business are effective supervision and | | | | The judicial structure in India consists of courts |
| absolute control, the advantages of joint ventures | | | | and tribunals in defined hierarchy. The apex court |
| are support of a local partner to understand the | | | | in India is the Supreme Court, at New Delhi. Below |
| business environment and rules of the game. The | | | | the Supreme Court, every state has its own High |
| options for collaboration with Indian partners are | | | | Court and subordinate courts. The courts exercise |
| discussed in the following Section. | | | | jurisdiction based on their territorial, pecuniary and |
| 2.2 Options for Collaboration | | | | statutory limits. In addition, specific disputes, such |
| Foreign entities may enter into following kinds of | | | | as consumer and tax disputes are adjudicated by |
| collaborations with existing Indian companies:a. | | | | specially constituted tribunals. |
| Financial Collaboration: Joint Ventures, by | | | | Litigation in India is usually long drawn. Further, |
| investment in the shares or fully convertible | | | | judgments of only a few foreign courts can be |
| instruments including debentures or preference | | | | directly executed in India. Consequently, arbitration |
| shares (âsecuritiesâ) of the | | | | and conciliation are preferred for resolution of |
| Indian company together with Indian partner;b. | | | | disputes in commercial transactions. A foreign |
| Technical Collaboration: By licensing technology or | | | | investor and its Indian partner can agree to |
| patents to the Indian partner; andc. Trademark | | | | resolve the disputes arising between them |
| Brand Name License: To the Indian partner with | | | | through arbitration conducted in or outside India. |
| without technical collaboration. | | | | India is signatory to the Geneva Convention of |
| SECTION THREE | | | | 1927 and the New York Convention of 1958. The |
| 3. REGULATORY PERMISSIONS AND | | | | Indian Arbitration and Conciliation Act, 1996 is |
| COMPLIANCES | | | | based on Model Law on International Commercial |
| The Foreign Investment Promotion Board | | | | Arbitration adopted by the United Nations |
| (âFIPBâ) and the Reserve Bank | | | | Commission on International Trade Law |
| of India (âRBIâ) are the nodal | | | | (UNCITRAL) in 1985 and governs domestic |
| government authorities to permit and supervise | | | | arbitration, international commercial arbitration and |
| foreign investments in India. In addition, Ministry of | | | | enforcement of foreign arbitral awards as well as |
| Commerce and Industry and various other | | | | law relating to conciliation. |
| ministries and departments of the government | | | | Indian courts however, of late, have been |
| prescribe sector specific regulatory compliances | | | | encouraging the litigating parties to resolve the civil |
| and approvals. | | | | disputes through mediation. Few High Courts have |
| 3.1 Financial Collaboration | | | | even set up mediation cells where the courts |
| Foreign investment upto 100% of the securities | | | | refer the parties to attempt amicable resolution. |
| of Indian companies is freely permitted in most of | | | | The contracting parties shall however be careful in |
| the sectors, except a few sectors where FDI | | | | opting for the venue of arbitration or exclusive |
| beyond prescribed percentages is not permitted | | | | court jurisdiction. "Forum inconvenience" is a |
| without prior government approval, such as | | | | common ground, in addition to "public policy" and |
| insurance, aviation, banking, telecom, real estate, | | | | "contravention of laws of India", that influence |
| etc., and a few manufacturing sectors requiring | | | | assumption of jurisdiction by the territorial courts |
| industrial license such as alcoholic drinks, tobacco | | | | in India in litigation matters, as well as in matters |
| products, defense equipment, hazardous chemicals | | | | related to enforcement of or challenge to arbitral |
| etc. (âregulated sectorsâ). | | | | awards. The Supreme Court of India has in the |
| Foreign investment is however prohibited in | | | | case of Venture Global Engineering Vs. Satyam |
| certain sectors including retail trading (except | | | | Computer Services Ltd. and Anr. held that not |
| single brand product retailing), atomic energy, | | | | only enforcement, but a foreign award itself can |
| lottery, gambling, trading in transferable | | | | be challenged in India on merits. |
| development rights, etc. | | | | SECTION NINE |
| A financial collaboration in these regulated sectors | | | | 9. DUE DILIGENCE |
| consequently requires presence of an Indian | | | | We provide below a non-exhaustive list of viability |
| equity partner to hold the remaining equity. | | | | verifications that may be conducted and caution |
| Further, the equity may either be held with or | | | | that may be exercised by the foreign investors |
| without prior government approvals from FIPB, | | | | while establishing business in India through wholly |
| RBI and other applicable ministries, as prescribed | | | | owned subsidiaries or collaborations: |
| by the regulations applicable at the time of | | | | 1. Verify the financial position of and possession of |
| investment. The method of calculation of total | | | | assets by the prospective partner; |
| foreign investment in an Indian company and | | | | 2. Verify that the sector permits the proposed |
| associated issues have recently been clarified by | | | | investment and obtain requisite approvals; |
| the Ministry of Commerce and Industry, | | | | 3. Ensure that the business understanding is well |
| Government of India in a series of press notes. | | | | documented and is tax efficient; |
| The securities of an existing unlisted Indian | | | | 4. Consider PE implications in India while finalizing |
| company in unregulated sectors can be | | | | the collaboration structuring; |
| transferred from its holders to the foreign | | | | 5. Discuss in detail and decide the control and |
| investor without prior government approval. | | | | management issues of the Indian venture, |
| To meet additional financial needs, a foreign | | | | including shareholding structure, constitution of its |
| collaborator can also provide loans to the Indian | | | | board of directors and committees; |
| company as per the detailed government | | | | 6. Ensure inclusion of provisions concerning control |
| guidelines issued in this regard prescribing interest | | | | and management of the company in its articles of |
| rate, average maturity period, end use and prior | | | | association and timeline for issue of securities |
| approval in certain cases. | | | | after receipt of investment and procedure for |
| 3.2 Technology Collaboration & Trademark | | | | dissolution of the venture; |
| License | | | | 7. Timelines in India may, sometime, due to |
| Under these arrangements, foreign entities can | | | | unavoidable circumstances extend beyond the |
| provide technical know how and/or license their | | | | time originally expected. The business plans should |
| trademarks to Indian companies against payment | | | | take this factor into account; |
| of fee and royalty. | | | | 8. Take steps towards IP registration and |
| For use of foreign technology, Indian companies | | | | protection; |
| can remit lump sum fee of upto US$ 2 million and | | | | 9. Verify employment history of the employees; |
| royalty upto 5% of domestic sales and 8% of | | | | and |
| exports to the technology licensor without any | | | | 10. Adopt alternative dispute resolution |
| prior government approval. Similarly, for use of | | | | mechanisms. |
| trademarks and brand name of the foreign | | | | Disclaimer: This Synopsis is not intended to be and |
| collaborator without technology transfer, payment | | | | should not be construed as legal advice. While |
| of royalty upto 2% of exports and 1% of | | | | adequate care and caution has been exercised by |
| domestic sales is allowed without prior | | | | the author in preparing and providing this Synopsis, |
| government approval. In case of trademark/brand | | | | the business requirements of different foreign |
| name license together with technology transfer, | | | | investors may differ and require in depth |
| the payment for technology transfer subsumes | | | | consideration and resolution of crucial legal issues. |
| the payment of royalty for use of trademark and | | | | Before taking any concrete business decisions, |
| brand name of the foreign collaborator. | | | | readers are advised to obtain specific legal advice |
| 3.3 Post Collaboration Compliances | | | | from competent counsel in their own judgment. |
| In regulated as well as free sectors, an Indian | | | | The author and the firm disclaim all liability to any |
| company is required to effect certain one time as | | | | person or entity concerning consequences of |
| well as periodic filings with prescribed government | | | | anything done or omitted to be done wholly or |
| regulatory and tax authorities. These filings include | | | | partly in reliance upon this Synopsis. |