firm profile

FIRM PROFILE

2 0 1 5

R & M Partners

Legal, Tax & Corporate Advisors

79/1, Ground Floor, Chandu Park,

Near Jagatpuri Red Light, New Delhi – 110051

Mobile: +91 90151 73467, +91 88007 22330, +91 88004 22330

Private & Confidential

ABOUT US:

R & M Partners is a growing Delhi based firm that offers comprehensive Corporate legal and tax

services. Our clients are small & medium-sized enterprises as well as large corporations. R & M

Partners works closely with other law firms across India. Our innovative awareness aspires us to

provide our clients with customised legal advice that addresses individual needs and delivers the

greatest possible economic benefit.

Our lawyers and corporate advisors have a solid understanding of interdisciplinary matters and a

wealth of experience in collaborating on complex tasks.

Our areas of practice include Corporate Laws, Medical Laws, Intellectual Property Laws, Corporate

Restructuring M&A / Private Equity, Environmental Laws, Labour & Industrial Laws, Food safety &

Packaging Laws, Civil, Criminal & Matrimonial litigations.

Particularly, in the IVF, our Senior Partner, Mr. Raman Sharma have been associated with worked

with renowned clinic, Bourn Hall

The firm’s vision is to provide continued excellent and practical timely solutions to the clients and with

its efforts to be universally recognised as a Single point complete solution firm.

The firm has a team consisting lawyers, Chartered Accountants, Company Secretaries and

Management Consultants who are result driven.

The firm believes that the client awareness and service is the highest priority and also ensures that

they are kept well informed of industry developments on a regular basis.

AREAS OF PRACTICE

The aim of the firm is to provide clear, concise and practical advice with time bound deliverables to

support its clients' business objectives. The firm's global perspective is based on its knowledge of the

sector/industry, local laws and customs.

The team of professionals understand issues across a broad spectrum of business and legal

practices which allows the firm to bring the right talent and knowledge to deliver commercially

pragmatic advice.


PracticeAreas:

CORPORATE LAWS:

The team has a unique blend of Lawyers and Company Secretaries having immense experience in

dealing corporate matters. Firm advises and assists companies in incorporation matters, further issue

of equity, right issue, preferential allotment, ESOP & Sweat Equity and other related corporate

matters.

The team has rich and unique experience in the sphere of following corporate laws.

Companies Act, 2013.

Securities Contract (Regulation) Act

Securities and Exchange Board of India Act (SEBI) & its regulations

Industries (Development & Regulation) Act

Sick Industrial Companies Act.

Limited Liability Partnership Act

We provide following services under the above mentioned laws:

Handling necessary e-forms and annual filings as per Companies Act, 2013.

Handling compounding matters under Companies Act, 2013.

Filing of Balance Sheet in XBRL mode as required.

New Entity (Company/LLP) incorporation (subsidiary company) and corresponding compliances.

Incorporation of Wholly Owned Subsidiary (WOS) Company, Joint Venture Company, Branch

Office of a Foreign Company and post incorporation regulatory compliances.

Incorporation of Companies formed for charitable purpose (section 8), charitable trust, and multi-

state co-operative societies.

Assist in obtaining approvals / permissions from Ministry of Corporate Affairs (MCA)/Reserve

Bank of India/Regional Director (RD)/Registrar of Companies (ROC)/SEBI under various

provisions and in matters of Companies Act, 2013.

Advisory on routine and event based corporate matters and regular updates and assistance in

implementation of Companies Act, 2013 and compliance of applicable SEBI guidelines.

Corporate and financial restructuring by using various instruments which include, inter-alia,

merger, de-merger, slump sale etc.

Negotiations with creditors for settlements

Rehabilitation through court process.

Acquisition / Sale of distressed assets

Restructuring including arrangement with creditors and members

Liquidations

Statutory and Internal Audit under Companies Act, 2013, SEBI guidelines and FEMA regulations.


Appearances before judicial and quasi judicial bodies i.e. ROC/CLB/Regional Director/RBI/SEBI/

Enforcement Directorate.

Advisory and implementation support in listing of securities under BSE, NSE and BSESME.

Representing Client from the stage of initiation of investigation to the finalization of the

proceedings before the administrative and quasi-judicial bodies, Appellate Authorities, High

Courts of various states of India and the Supreme Court of India.

FOREIGN DIRECT INVESTMENT (FDI) & OVERSEAS DIRECT INVESTMENT LAWS

The team members are experienced in providing advice to foreign companies on investment

regulations, sectoral caps and regulatory issues relating to various sectors in India. The team actively

advises and opines on barriers to entry, which include foreign investment regulations, policies, and

specific commitments under various trade agreements, customs duty etc.

The Firm assists and represents foreign companies before the regulatory authorities including Foreign

Investment Promotion Board, Department Of Industrial Policy & Promotion, Ministry of Commerce and

Industry, Government of India and helps companies in getting necessary approvals/ clarifications/

registrations/ licenses.

The Firm assists and represent Indian companies presently in Overseas Direct Investment in Hong

Kong, China & Sri Lanka. Presently, the team advices in almost all the sector including

telecommunications, technology and e-commerce, entertainment, media & broadcasting, education,

pharmaceutical, trading (retail and wholesale), real estate and construction.

In this sphere, we provide following services to the client:

Incorporation of Foreign Companies and Overseas Company.

Advisory on Foreign Direct Investment & Overseas Direct Investment.

Mergers & acquisitions, private equity, joint venture with the foreign partner.

Advising on legal and regulatory framework of Indian economy.

Advise on foreign policy and its impact on business transactions along with its direct and indirect

impact on foreign investment.

Drafting & negotiation of commercial contract, joint venture agreement and technology transfer

agreements, collaboration agreements, MOU, Confidentiality agreements, Non Disclosure

Agreements etc.

Return and intimations under Foreign Exchange Management Act, 1999 in the matter of overseas

direct investment, foreign direct investment.

Assistance in obtaining approvals / permissions / clearances from the Foreign Investment

Promotion Board (FIPB), Reserve Bank of India (RBI).

Advisory on donations from foreign parties and assistance in obtaining clearances under Foreign

Contribution Regulation Act.

Appearances before RBI authorities on behalf of Client.


INTELLECTUAL PROPERTY RIGHTS (IPR) LAWS:

The team understands how intellectual property (“IP”) assets can best be created; value thereto

determined rights therein protected; and used/ acquired/ supplemented to produce a competitive

advantage. The team provides advice and assistance to its clients with respect to registration, due

diligence, acquisition of IP and related agreements and partnerships/ joint ventures with an aim to

transfer/ share/ development of IP.

The team has rendered services to several Indian companies and small and medium enterprises

across a broad range of sectors and industries including Infrastructure Companies, Consumer Goods,

Hospitals etc. on issues pertaining to registered and unregistered IP rights including trade mark,

copyright, designs, domain name registration, patent, licensing, and technology transfer matters,

apart from management of IP portfolios.

The team advises and assists clients on:

Trade Marks registration (drafting application, filing and objections and observations handling)

Copyright Registration (drafting application, filing and objections and observations handling)

Patent Registration (drafting application, filing and objections and observations handling)

Protection and prosecution of IP rights (including trademarks, design rights, copyrights,

geographical indications, domain names, proprietary know-how and business processes)

IP due-diligence and audits

Appearance during the Opposition proceedings in respect of Trademark & Copyright in India at the

respective Regional Offices.

Drafting and handling legal notice in Infringement/Passing Off matters.

IP acquisition and transfer and related agreements

Drafting and negotiating license agreements, assignment deeds, IP development agreements, etc.

Representing before various authorities, courts and forums on issues relating to registration and

protection of IP rights

EMPLOYMENT LAWS

The firm advises on the complex regulatory and legal aspects of employment and labour law in order

to enable full compliance with all the applicable laws and provisions. The firm is actively involved in

drafting and reviewing of employment documentation and advising on a wide range of labour law

related queries, including registrations/licenses, transfer of employees, termination, non-compete

issues and the like. We represent companies and their management on employment related issues

and litigation.

The firm advises on the following areas:

Employment Strategy and Documentation


Employee Benefits & Compensation Structuring

Sexual Harassment Policy and Several Important Policies – Drafting & Implementation

Corporate Policies on Labour Law

HR Legal Audit

Ensuring compliance related to:

Filing of returns and payments;

Maintenance of registers and records;

Display of abstracts and relevant notices in the Company’s Premises.

Registration and licenses and their renewals in time;

Routine and specific events/compliances.

The Employees’ State Insurance Act, 1948 The Employees’ Provident Fund and Miscellaneous Provisions Act,1952 The Child Labour (Prohibition and Regulation) Act, 1986. The Contract Labour (Regulation and Abolition) Act, 1970. The Equal Remuneration Act, 1976. The Industrial Disputes Act, 1947. The Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988

The Maternity Benefit Act, 1961 The Minimum Wages Act, 1948 The Payment of Bonus Act, 1965 The Payment of Gratuity Act, 1972 The Payment of Wages Act, 1936 The Apprentices Act, 1961 Private Security Agencies (Regulation) Act, 2005 The Employers’ Liability Act, 1938 The Weekly Holidays Act, 1942 13 The Employee Compensation (amendment) Act, 2010 The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 or any other act, if applicable.

Employment Litigation

Non-Disclosure Agreements, Confidentiality Agreements, Employment contracts, Retainership

agreements

Employment Claims

Employment Contracts

Law Specific compliances


Registration & Licenses including Shop Act registrations, Provident fund registration, Employee

State Insurance Registration, Contract Labour Regulation Act, Trade Union, Factories Act & other

applicable registrations.

ENVIRONMENT LAWS

The team offers guidance on India’s comprehensive environmental laws pertaining to recycling,

hazardous waste management (by hospitals, clinics, manufacturing industries etc.), water and air

pollution, handling of chemicals etc.

The team assists a variety of clients with regulatory compliance including licensing and no objection

certificates from pollution control board, enforcement actions, and civil litigation in all aspects of

environmental laws. We represent businesses of all sizes, from companies to sole proprietorships,

trusts, individuals and trade associations in litigation, regulatory and transactional matters. We also

routinely associate with other attorneys and reputed firms, forming a team to further the interest of

clients with environmental legal issues nationwide.

In non-contentious areas, our environment team can assist clients in undertaking environmental due

diligence audit to assess material environmental risks related to acquisition of operated and non-

operated production/ manufacturing sites as well as acquisition of pre-development assets in India.

Besides the above, (in non-contentious areas), our environment team can assist clients in advise on

risk assessment and apportionment in corporate, property and financing transactions and can work

closely with our team in the areas of planning, infrastructure and energy laws.


Registration / Licenses / No Objection Certificates

Environmental compliances & Documentation

Environment Policy and – Drafting & Implementation

Environmental Audit

Environmental Litigation

ADVERTISING, MEDIA & INFORMATION TECHNOLOGY LAWS

The team has experience in advising companies in the sphere of print and digital media.

The team offers guidance on India’s comprehensive advertising laws for advice on the creation,

production and dissemination of advertising across all available media. The team focuses on

transactions, counselling as well as contentious work pertaining to false advertising cases, internet

advertising and pre-sale promotional trademark use.


In this sphere, the team advices on the following range of legal and regulatory issues

Advertising laws, guidelines, rules and regulations

Registrations, licenses and compliances under the relevant regulations

Public policy issues,

Protection of user generated content

Agreements including Distribution & Licensing, Master Services, Commissioning, Merchandising

and Sponsorship etc.

digital rights management,

Drafting Service terms and conditions, Disclaimer Policies, Privacy Policies, User agreement etc

for E- Commerce portals & other websites.

Information Technology related issues such as spamming, Privacy and data protection,

Defamation, pre-publication and post-publication Obscenity, sedition, censorship and content

regulation Advisory and assistance in corporate commercial issues

Dispute resolution, Arbitration and Litigation

MEDICAL LAWS

The firm advises on the complex regulatory and legal aspects of medical laws especially in relation to

Surrogacy Laws, ICMR Guidelines and regulations in order to enable full compliance with all the

applicable laws and provisions. We undertake litigation on behalf of Doctors in cases of medical

negligence and advice hospitals on legal issues. We have a dedicated support of professionals who

have a legal background and who help us understand and advise us on the complex issues relating to

medical profession. We also conduct medico-legal audits and assist in drafting consents, case papers

and promotional material from the medico-legal point of view. The firm is actively involved in drafting

and reviewing of medical documentation and advising on a wide range of medical law related queries,

including registrations/licenses, transfer of license, Surrogate/donor issues, treatment cases and the

like. Our services also include defending our clients in consumer courts, criminal litigations, medical

councils, human rights commission and various other courts and forums, setting up an internal

grievance cell for clients, defending cases arising out of professional liability and providing

professional liability insurance.

We are also associated with an ART Bank who provides donors and surrogates to ART Clinics.

As part of legal counselling and contract drafting, we address, among others, the following

assignments:

Registration under The Pre-natal Diagnostic Techniques (Regulation and Prevention of Misuse)

Act, 1994, (PNDT Act)

Drug license

ICMR registration for ART Clinics and Banks


Registration under state wise Nursing Homes Registration Act

Clinical Establishment

Medical Council of India guidelines on Compliance for Clinics

Anaesthetist’s registration guidelines.

As our expertise in Surrogacy Law and guidelines, we provide following services in this novel and

evolving sector

Drafting or providing legal review of surrogacy agreements;

Screening and legal background check of the Surrogates;

Getting the birth certificate of the baby post delivery;

Providing proper legal assistance to the hospital and the surrogate, ensuring that the birth

certificate is completed according to law;

If Client is from a country other than India, assisting you in coordinating the legal aspects of the

birth registry and law with an attorney in your country of origin;

Court proceedings where parental rights are disputed;

Exit Visa Formalities (FRRO);

Validation of Document from Ministry of External Affairs and Ministry of Home Affairs;

Providing all other related legal services and legal representation that might be required to assist

the Client in establishing his/her complete legal rights in respect of the subject baby;

Donor Contracts and Agency Agreements;

Compliance of Consent forms under ICMR;

Co-ordination between ART Banks and ART Clinics for smooth functioning.

TAXATION LAWS

The firm advises on the complex regulatory and legal aspects of laws especially in relation to Income

Tax, Sales Tax, and Service Tax in order to enable full compliance with all the applicable taxation

laws and provisions. We have a dedicated support of Chartered Accountant and Advocates who have

a legal and financial background and who help us understand and advise us on the complex taxation

issues relating to tax issues.

In this sphere, the team advices on the following range of legal and regulatory issues

VAT Compliance

In order to comply with statutory and regulatory requirements under VAT, we carry out the

various services on behalf of our clients.

Monthly checking of all invoices;

Calculation of VAT amount on the basis of the invoices received and issued;

Preparation of challans for the deposit of VAT amount;


Consultancy on matters related to Sales Tax including Tax planning;

Help in obtaining statutory forms;

Liaison with VAT authorities;

Filing of VAT returns;

Filing of various other documents that need to be filed time to time.

Income Tax Compliance

In order to comply with statutory and regulatory requirements of Income Tax, we carry out the


Consultancy on various intricate matters pertaining to Income tax;

Effective tax management, tax structuring and advisory services;

Designing / restructuring salary structure to minimize tax burden;

Advance tax estimation and deposit;

Providing regular updates on amendments, circulars, notifications & judgments;

Calculation of Income Tax of company;

Filing Income Tax for all kinds of assesses.

Liaison with Income tax department for rectification, assessment, obtaining refunds etc.

Consultancy on applicability and rates of deduction of TDS on various payments;

Advising on the amount of TDS to be deducted;

Monthly calculation of TDS to be deposited to the Government;

Online matching of the monthly TDS deposited with the data on Government website;

Filing of quarterly TDS return in the form of 24Q and 26Q;

Issuing form 16A quarterly and form 16 annually;

Filing correction statement of TDS;

Tax Audit ;

Service Tax

In order to comply with statutory and regulatory requirements of Service Tax, we carry out the


Registration under Service Tax;

Services for Proper accounting of service tax;

Consultancy on applicability of service tax;

Computation, preparation of challan and deposit of service tax payable on monthly basis;

Preparation of filing of service tax returns;

Assistance in availment notified exemptions and abatements;

Service Tax Planning for Corporate, Societies, Trust, Individuals and others;

Settlement of various cases with service tax department;

Filing of appeal and revision with service tax department;


Audits In order to comply with statutory and regulatory requirements under the Taxation Laws, we

arrange for the following services on behalf of our clients.

Statutory Audit

Tax Audit

FOOD, DRUG & PACKAGING DECLARATION LAWS

The team consist of professionals who have acquired experience, in-depth knowledge and

understanding of the legal and regulatory framework in respect of following legislations:

FOOD SAFETY AND STANDARDS ACT, 2006 THE DRUGS AND COSMETICS ACT LEGAL METROLOGY ACT THE BUREAU OF INDIAN STANDARDS ACT

Our team members will advice you on all the details to be mentioned on the packaging of the products and will also assist in analysing and correcting the quality claims mentioned on the product packaging which if overlooked may be proved false or misleading claims.


Registration as Food business operator.

Registration as Manufacturer / Packer / Importer under Legal Metrology Act, 2009

Registration as Manufacturer, reseller, supplier & importer for weights and measures under Legal

Metrology Act, 2009.

Advisory on declaration to be mentioned on the pre-packaged commodity meant for Retail trade,

Wholesale trade or Export or Import.

Advisory on BIS compliances, Drug & Cosmetic Act compliances, Package Commodities rules

compliance, Food packaging rules compliances on the packaging of pre-packaged commodity.

Advisory on Environmental compliances on the packaging

Advisory on Declaration compliances of International standards such as CE (Conformité

Européenne) on the packaging.

INFORMATION TECHNOLOGY, E- COMMERCE AND OUTSOURCING

The team has considerable experience in advising companies in the matter of Information

Technology, Call centre licensing, telemarketing license and E-Commerce operations including NOC,

privacy guidelines, protection of data, SSL, and terms and conditions.

The team members have advised and assisted companies in matters relating to DOT license, data

protection, liability of service provider, obligations on intermediaries and network service providers

etc. The team advises clients on various provisions of the Information Technology Act and rules


including offences/ violations committed there under. The team has advised and assisted companies

in structuring, commencement of business operations in in-house call centre, Telemarketing, E-

Commerce websites and has assisted them in drafting, negotiating and finalizing related commercial

contracts, licensing contracts, privacy policy, terms and conditions, disclaimers etc.

The team members have advised clients on issues relating to e-commerce transactions, e-contracts

and website development (associated contracts) and have assisted them in negotiating and finalizing

contracts pertaining master services agreements, service level agreements etc.

Our services in the technology and outsourcing sector include:

Structuring of investment and commercial agreements for joint ventures, business transfer,

mergers and acquisitions etc.

Data Protection and privacy including confidentiality agreements Equipment procurement,

outsourcing and facility management agreements, Service provider, re-seller arrangements etc.

IT Outsourcing and Call Centre Operations Issues arising out of Information Technology Act and

the rules framed thereunder;

Representing clients before statutory authorities and courts in matters relating to violation of

provisions under the Information Technology Act and rules framed thereunder

Advisory and assistance in corporate commercial issues including e-commerce company

incorporation etc. Advisory and assistance on tax related issues

REAL ESTATE The team consist of experience professionals having expertise in handling real estate transactions including those involving FDI in the real estate sector. The team advises on both residential and commercial real estate projects in India. Since the Real Estate (Regulation and Development) Bill, 2013 has been cleared by the Cabinet; the team has already done the preparations in terms of checklist and compliances to be adhered by Real Estate companies in terms of registration, payment, escrow and other compliances. The services include advising:

Real Estate Projects like townships, Commercial Building & Hotels

Regulatory laws including those relating to licenses and approvals

Advisory on Stamp Duty calculation and payment and late payment issues.

Advisory on change of land use

Advisory on regulations governing acquisitions and sale of property

Advisory on property tax and other taxes on real estate

Construction Contracts, Joint Development Agreements, turnkey projects Project Management Consultancy Agreement, commercial tendering and negotiation etc.

Grant/ Assignment of leasing / licensing of commercial and residential properties


Due diligence and preparation of Title Search Reports

Representation before various courts including arbitrations regarding real estate disputes

INTERNAL AUDIT (Managing Risk)

When a Business begins, risk begins and continues. Therefore, at R & M Partners, we believe in Risk Minimisation not Risk Mitigation. We manage risk.

Often, controls are designed in the organisations but in most of the cases they are developed as and

when the need arises, upon identifying that there is a particular risk that is not being properly

addressed due to which they are designed & implemented in an unstructured manner. In most of the

cases, such controls evolve by department rather than by function, often resulting in duplication of

controls within a company.

In an unstructured control environment, companies feel a false sense of security through the

implementation of duplicate or manual controls when often, despite the cost, control gaps remain in

unforeseen areas. Recent national & international experiences of business failures shows that even

well-run companies needed a refresher lesson about the fundamental importance of internal control.

Our professionals include Chartered Accountants, Company Secretaries and Lawyers who posses

wide range of experience and expertise in the areas of contract audit, HR Processes audit and Legal

Audit. That's why we possess a unique understanding of the value of the Internal Control process to

gain more effective business risk management capabilities.

We provide internal audit services in the following areas:

a. Legal Audit b. Human Resource Audit c. Tax Audit d. Contracts Audit


Disclaimer & Confirmation:

As per the rules of the Bar Council of India, we are not permitted to solicit work and advertise. The

receiver of this document acknowledges that there has been no advertisement, personal

communication, solicitation, invitation or inducement of any sort whatsoever from us or any of our

members to solicit any work through this document and the information provided under this document

is solely available at the receiver’s request for informational purposes only and the same should not

be interpreted as soliciting or advisement. We are not liable for any consequence of any action taken

by the receiver relying on material/information provided under this document. In cases where the

receiver has any legal issues, he/she in all cases must seek independent legal advice.

firm profile

Documents