CHANAKYA NATIONAL LAW

UNIVERSITY

Joint Ventures with foreign

company
Corporate Law II

Submitted to:
Submitted by:
Mr. Brijnath
Sinha
(Faculty, Corporate Law II)
Roll no-601

Rohit

8thSemester

ACKNOWLEDGEMENT
Any project completed or done in isolation is unthinkable. This project, although prepared by me, is
a culmination of efforts of a lot of people. Firstly, I would like to thank our Professor for Corporate
Law, Mr. Brijnath for his valuable suggestions towards the making of this project.
Further to that, I would also like to express my gratitude towards our seniors who were a lot of help
for the completion of this project. The contributions made by my classmates and friends are,
definitely, worth mentioning.
I would like to express my gratitude towards the library staff for their help also. I would also like to
thank the persons interviewed by me without whose support this project would not have been
completed.
Last, but far from the least, I would express my gratitude towards the Almighty for obvious reasons.

Rohit Sinha

CONTENTS
ACKNOWLEDGEMENT.......................................................................................................................2
Research Methodology.........................................................................................................................4
1. Introduction......................................................................................................................................5
2. Types of Joint Ventures.....................................................................................................................6
2.1 Contractual Joint Venture (CJV)................................................................................................6
2.2 Equity Based Joint Venture (EJV)..............................................................................................7
3. Who Can Set Up Equity Based JV In India.....................................................................................7
4.Form of Equity Based JV..................................................................................................................8
5. Comparison - JV Company vs. Contractual JV..............................................................................10
6.Prohibited Sectors for Equity-based JV..........................................................................................11
7.Automatic Approval Route Sectors.................................................................................................12
8.Government Approval Route Sectors..............................................................................................13
9.Approval for Technology Transfer, Brand NameUse, Royalty Payment etc..................................14
10. Documents for Joint Ventures......................................................................................................14
11. Essentials of a Shareholders Agreement / JointVenture Agreement............................................15
12. Articles of Association..................................................................................................................17
13. CONCLUSION............................................................................................................................18
BIBLIOGRPAHY...............................................................................................................................19

RESEARCH METHODOLOGY

Method of Research

The researcher has adopted a purely doctrinal method of research. The researcher has made
extensive use of the available resources at library of the Chanakya National Law University and
also the internet sources.

Aims and Objectives

The aim of the project is to present an overview of various aspects of the joint venture of Indian
company with foreign company and provision for the same under Companies Act, 2013.

Scope and Limitations

Though the current topic is an immense project and pages can be written over the topic but due to
certain restrictions and limitations the researcher has not been able to deal with the topic in great
detail.

Sources of Data:

The following sources of data have been primarily used in the project-

Books

Journals

Cases

Method of Writing:

The method of writing followed in the course of this research paper is primarily analytical.

Mode of Citation

The researcher has followed the bluebook method of citation (19 th ed.) throughout the course of this
research paper. The author has followed the foot note system for citation.
4

1. INTRODUCTION
India is one of the fastest growing economies in the world. The countrys economicgrowth is
attracting business houses from across the world. Joint Venture is apopular method to enter a
country whose legal and business environment isunknown. However, joint ventures face many
hurdles statutory as well asrelationship cantered.
As far as statutory hurdles are concerned, even after two and a half decades ofliberalization, India
imposes restrictions on foreign investment in some sectors.Foreign companies also need to be aware
of the corporate structures that they canchoose when working in India. Sometimes a contractual
joint venture is a better option than an equity based joint venture. The choice of model of joint
venture is, ofcourse, determined by the objectives that the partners have and also whether
theyintend their relationship to be long term or short term.
This Guide attempts to throw light on the options available to foreign nationals andcompanies
when entering into joint ventures in India. It examines the various optionswith reference to different
needs of foreign nationals and companies. It also gives inbrief the sector-wise restrictions imposed
by Government of India in relation toforeign direct investment (FDI).
As and when the Indian partner is selected and broad contours of the relationshipunderlying the
joint venture have been firmed up, it is necessary to create the legaldocuments that will bind the
parties together. At this stage it is necessary to draft,negotiate and execute a Shareholders
Agreement or Joint Venture Agreement.Surely, it is not easy to freeze the terms of a relationship to a
well-drafted documentthat will stand the test of time. This Guide gives some key points that are
critical inthis regard.
In India almost all equity based ventures are structured in the form of a company.Articles of
Association is a most important document that controls the managementand operations of the
company. Generally, not sufficient attention is given to draftingof Articles. We give a brief write-up
on the relevance of careful drafting of Articles ina joint venture company.
5

2. TYPES OF JOINT VENTURES

The two options available for establishing a joint venture in India are:
Contractual joint venture
Equity based joint venture

2.1 CONTRACTUAL JOINT VENTURE (CJV)

In a contractual joint venture, a new jointly-ownedjointly owned entity is not created. There is an
Agreement to work together but there is no agreement to give birth to an entityowned by the parties
who are working together. The two parties do not shareownership of the business entity but each of
the two parties exercises someelements of control in the joint venture.
A typical example of a contractual joint venture is a franchisee relationship. In such arelationship
the key elements are:
a. Two or more parties have a common intention of running a business venture
b. Each party brings some inputs
c. Both parties exercise some controls on the business venture
d. The relationship is not a transaction to transaction relationship but has acharacter of relatively
longer duration.
Generally speaking, the above four can be called as the distinguishingcharacteristics of a
Contractual Joint Venture as opposed to a ContractualTransaction-based relationship.
Foreign companies often resort to contractual joint ventures when they do not wishto invest in the
equity capital of a business in India even though they wish to exercisecontrols and want to decide
the shape that the venture takes. For example, a foreigncompany may have a Technology
Collaboration agreement with an Indian companywhereby the foreign company controls all key
6

aspects of running the business. Insuch a case the foreign company may like to retain the option of
taking equity at afuture date in the Indian company run by its technology. This will mean that
though tobegin with the venture is a contractual joint venture, the parties may convert it into
anequity based joint venture at a later date.

2.2 EQUITY BASED JOINT VENTURE (EJV)

An equity joint venture agreement is one in which a separate business entity, jointlyowned by two
or more parties, is formed in accordance with the agreement of theparties. The key operative factor
in such case is joint ownership by two or moreparties.
The form of business entity owned may vary company, partnership firm, trusts,limited liability
partnership firms, venture capital funds etc. From the point of a foreigncompany, the most
preferable form of business entity is company. We shall discussthis aspect in detail in the next
section.
Generally speaking in an equity based joint venture, the profits and losses of thejointly owned entity
are distributed among the parties according to the ratio of thecapital contributions made by them.
However, the division of profits and losses is notthe only characteristic of an equity-based joint
venture. The key characteristics ofequity-based joint ventures are as following:
a. There is an agreement to either create a new entity or for one of the parties tojoin into ownership
of an existing entity
b. Shared Ownership by the parties involved
c. Shared management of the jointly owned entity
d. Shared responsibilities regarding capital investment and other financingarrangements.
e. Shared profits and losses according to the Agreement.
It is not necessary that all the above five characteristics are fulfilled in every equity-based joint
venture. For example, there are often agreements where one of theparties is investing but has no say
in the management of the joint venture (JV)company.
There are also situations where a foreign company may want to exercisemanagement control even
though it is not investing in the JV company. Typically,if a foreign company is providing
technology and other knowledge-based inputs, it maywant to ensure that the JV company is
managed as per its directions. In such casesthe foreign company may retain an option to invest in
7

the JV company at a futuredate. Such a structure may also be used by a foreign company to create a
footholdfor itself in a sector where Foreign Direct Investment (FDI) is not allowed.

3. WHO CAN SET UP EQUITY BASED JV IN INDIA

Generally speaking, any non-resident entity can set up an equity based joint venturein
India.However, some entities face restrictions under FDI Policy 1 of Government ofIndia. The
restrictions are as follows:
1. Citizen or entity of Pakistan can invest only after approval of Government ofIndia in sectors
other than defense, space, atomic energy and sectors prohibited for foreign investment.
2. Citizen or entity of Bangladesh can invest only after approval of Governmentof India.
However, there are no barred areas as in the case of entities fromPakistan.
3. NRI residents in Nepal and Bhutan as well as citizens of Nepal and Bhutancan invest on
repatriation basis subject to investment coming in free foreignexchange (USD or EURO)
through normal banking channels.
4. Overseas Corporate Bodies (OCB) was recognized a class of investors beforeSeptember
2003. OCBs used to mean a company, partnership firm, societyand other corporate body
owned directly or indirectly to the extent of at least sixty percent by non-resident Indian and
included overseas trust in which not less than sixty percent beneficial interest was held by
non-resident Indiandirectly or indirectly but irrevocably. OCBs are no longer recognized as
aclass of investors in India.
5. A Foreign Institutional Investor (FII) can invest only under the PortfolioInvestment Scheme
which limits the individual holding of an FII to 10% of thecapital of the company and the
aggregate limit for FII investment to 24% ofthe capital of the company. This aggregate limit
of 24% can be increased to the sectoral cap / statutory ceiling, as applicable, by the Indian
Companyconcerned through a resolution by its Board of Directors followed by a
specialresolution to that effect by its General Body. The aggregate FII investment, inthe FDI
and Portfolio Investment Scheme, should be within the above caps.
6. A Foreign Venture Capital Investor (FVCI) duly registered in India maycontribute up to
100% of the capital of an Indian Venture Capital Undertaking(IVCU) and may also set up a
domestic asset management company tomanage the fund. Such investments are subject to
the relevant regulationsand FDI policy including sectoral caps, etc. SEBI registered FVCIs
are alsoallowed to invest under the FDI Scheme, as non-resident entities, in othercompanies,
subject to FDI Policy and other regulations.

4.FORM OF EQUITY BASED JV

Every equity based joint venture gives birth to a new entity. Government of Indiapermits certain
type of entities and frowns upon some others. Different types ofentities and the governments
attitude to them are summed up below:

Company A limited liability company is the most preferred structure for jointventure
entities in India. Government also encourages investment being in theform of equity capital
of a company incorporated in India. Companies in Indiaare mainly of two types private
limited and public limited. For a private limited company minimum prescribed share capital
is Rs. 100,000-. For a publiclimited company minimum prescribed share capital is Rs.
500,000-. A privatelimited company must have at least two shareholders, while a public
limitedcompany must have seven shareholders. The only exception to this is a one-person
company. The shareholders may be foreign citizens or foreigncompanies. Companies Act

2013 makes it mandatory that at least one directorof every company is resident of India.
Partnership Firm Such an entity is not permitted for joint ventures in India inmost of the
cases. Exceptions are made in case of Non Resident Indians orPersons of Indian Origin
residing out of India. However, such exceptions aresubject to various conditions. Generally
speaking, a foreign company shouldnot think of using partnership firm as a vehicle for a

joint venture.
Venture Capital Fund A duly registered Foreign Venture Capital Investor isallowed to
contribute up to 100% in Indian Venture Capital Undertakings/Venture Capital Funds / other

companies.
Trusts A foreign company is not allowed to use Trust as a form of a jointventure entity in

India.
Limited Liability Partnerships Limited Liability Partnership Firms or LLPsare a new
concept in Indian business world. Theoretically, foreign companiesmay use an LLP as a
joint venture entity. However, Government of India doesnot look too kindly upon use of
LLP as a route for foreign investment. Theconditions prescribed are long and make
approvals a difficult process. An LLPshould be used as a vehicle for joint venture by foreign

companies in India onlyif there are some special reasons for doing so.
Other Entities Foreign companies are not allowed to use any structuresother than those
mentioned above for the purpose of equity based joint ventureentities.

To sum up one can say that the most acceptable and convenient form of equitybased joint venture in
India is a limited liability company.

5. COMPARISON - JV COMPANY VS. CONTRACTUAL JV

Liability

Joint Venture Company

Limited

Contractual Joint Venture

Limited by Contract

However, liability under torts

Liability under torts may be

may be unlimited as faced by

unlimited

Union Carbide in case of

Complexity In

Bhopal Gas Tragedy

In India a company formation

Very low level of statutory

Formation

may take one to three weeks.

regulation of contractual joint

ventures. Zero lead time to start

Capital

Capital investment made by

activities.
Depends on terms of contract.

both the parties as per the JV

Agreement.

There are no constraints

Subject to Sectoral caps

prescribed by Government of

prescribed by Government of

India.

India

(discussed

in

next

Management

section)
As per the terms of the JV

As per the Contract. Limited

Controls

Agreement. Statutory

statutory protection of rights.

protection of rights of JV
partners.

10

Ownership

Ownership

shared

by

the Ownership is not shared.

Government

parties.
Subject to Foreign Direct

Normally, no approvals are

Approvals

Investment Policy of

required.

Government of India, approval

may either be automatic

Contractual JVs are not

through Reserve Bank of India

permitted in the fields of

or need formal approval of

gambling, betting and lottery.

Government of India
(discussed in next section).
Exit Route

Three options either JV

Subject to the terms of the

partner may buy the other; both

contract.

partners may sell their shares to

a third party; and the company
may be wound up. In India,
winding up of a company is a
complex and long process
involving approval of a court.

6.PROHIBITED SECTORS FOR EQUITY-BASED JV

Foreign companies are not permitted to establish joint ventures in the following areas:

Lottery Business
Gambling and Betting
Chit Funds
Nidhi Company
Trading in Transferable Development Rights
Real Estate business or construction of farm houses
Manufacture of tobacco products and substitutes
Activities / sectors not open to private sector investment e.g. Atomic Energyand Railway
Transport (other than Mass Rapid Transport Systems)

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7.AUTOMATIC APPROVAL ROUTE SECTORS

For most sectors, investment by a foreign company is under automatic approvalroute. In such
sectors, the banker of Indian company receiving investment receivesan application addressed to
Reserve Bank of India (RBI). The approval of RBI isdeemed to be granted from the date of receipt
of the application by the banker.
It should be noted that foreign direct investment up to 100% of the equity capital ofIndian company
is permitted in all sectors / activities which are not listed in the FDIPolicy of Government of India.
Such investment is permitted through the automaticroute. However, it is subject to laws /
regulations; security and other conditions asapplicable to such sectors / activities in India.
Sectors in which 100% of Indian company is allowed to be held by foreign companyare as follows:
Floriculture, Horticulture, Apiculture and Cultivation of Vegetables & Mushroomsunder
controlled conditions;
Development and production of Seeds and planting material
Animal Husbandry (including breeding of dogs), Pisci culture, Aquaculture, under
controlled conditions
Services related to agro and allied sectors
Mining and Exploration of metal and non-metal ores including diamond, gold,silver and
precious ores but excluding titanium bearing minerals and its ores
Coal & Lignite mining for captive consumption by power projects, iron & steeland cement
units and other eligible activities
Setting up coal processing plants like washeries subject to the condition that thecompany
shall not do coal mining and shall not sell washed coal or sized coalfrom its coal processing
plants in the open market and shall supply the wasor sized coal to those parties who are

supplying raw coal to coal processingplants for washing or sizing.

Exploration activities of oil and natural gas fields, infrastructure related tomarketing of
petroleum products and natural gas, marketing of natural gas andpetroleum products,
petroleum product pipelines, natural gas/pipelines, LNGRegasification infrastructure,
12

market study and formulation and Petroleumrefining in the private sector

Airports Greenfield projects
Helicopter services / seaplane services requiring DGCA approval
Maintenance and Repair organizations; flying training institutes; and technicaltraining
institutions in the area of civil aviation
Courier services for carrying packages, parcels and other items which do notcome within
the ambit of the Indian Post Office Act, 1898 and excluding theactivity relating to the
distribution of letters.
Townships, housing, built-up infrastructure and construction-developmentprojects (which
would include, but not be restricted to, housing, commercialpremises, hotels, resorts,
hospitals,

educational

institutions,

recreational

facilities,city

and

regional

level

infrastructure)
Industrial Parks New and Existing
Cash & Carry Wholesale Trading / Wholesale Trading (including sourcing fromMSEs)
E-Commerce Activities (B-2-B only)
Nonbanking Finance company operating in some specified areas
Pharmaceuticals Greenfield

There are conditions prescribed for most of the above areas. It is necessary that oneconsults the FDI
Policy of Government of India for specific conditions applicable tothe above areas.In addition to the
above sectors (where 100% foreign direct investment is permitted)there are other sectors where
lower limits are prescribed even though the approvalprocess is automatic. Examples of such sectors
are as follows:

8.GOVERNMENT APPROVAL ROUTE SECTORS

There are some sectors / activities where the approval for investing in an Indiancompany has to be
obtained from Government of India. The government agencyresponsible for giving the permissions
is Foreign Investment Promotion Board (FIPB)1
There are sectors where 100% foreign direct investment is permitted butGovernment approval is
required. Examples of such sectors are as follows:
Tea sector including tea plantations
Mining and mineral separation of titanium bearing minerals & ores, its valueaddition and
integrated activities.
Up-linking a Non-News & Current Affairs TV Channel
Publishing/printing of Scientific and Technical Magazines/specialty journals/periodicals.
Publication of facsimile edition of foreign newspapers
1 http://www.fipbindia.com/ or http://finmin.nic.in/fipbweb/Fipbwebreports/webpage.asp .

13

 Pharmaceuticals Existing companies

Apart from the sectors mentioned above in which 100% investment is allowed by aforeign company
with the approval of the Government, there are some sectors in theGovernment entry route with
lower limits.

9.APPROVAL FOR TECHNOLOGY TRANSFER, BRAND NAMEUSE, ROYALTY

PAYMENT ETC.
Agreements for Technology Transfer, Use of Brand Name, Royalty Payment etc. areaccorded
approval by automatic route. In other words, such agreements do not needany prior permission from
either the government or the Reserve Bank of India.
Before 2009, Government of India regulations used to limit the royalty that could bepaid to a
foreign collaborator / brand owner. The restrictions were removed videPress Note No. 8 (2009)
dated 16 th December 2009.
From 2009 to 2010, royalty and fees under technology collaboration agreementswere regulated by
Foreign Exchange Management (Current Account Transaction)Rules, 2000. However, the
restrictions were removed by Foreign ExchangeManagement (Current Account Transactions)
(Amendment) Rules, 20102.As on date, there are no limits or restrictions either on royalty or fees
under technology transfer agreements.

10. DOCUMENTS FOR JOINT VENTURES

Finalization of a joint venture goes through many stages. The first may be calledcourtship when the
two partners flirt with each other without any seriousness. Thesecond may be called the engagement
phase when there is a level of commitmentbut still it is not very firm or long-term. The final stage
can be compared to a marriage.
Documentation at each stage is different. Generally speaking, Indian companieswish to have a
Memorandum of Understanding (MOU) to define the relationship atthe courtship stage. The MOU
is a brief document without much legal jargon. TheMOU states the duties of both parties and lays
down a road map for the future.
During the engagement phase, a Contractual Joint Venture may be envisaged. Theparties are putting
in relatively higher amount of resources at this stage. Hence, it iscustomary to have well-drafted
2 vide Notification No. GSR382(E) dated 05.05.2010 w.e.f. 16.12.2010
14

legally binding contracts. The contracts are generallyof a fixed duration or are related to specific
events like getting an order or achievingcertain sales volumes.

At the marriage stage, the parties have developed higher confidence in each other.So, an equitybased joint venture is considered. The documentation for an equityJoint Venture must take into
account all sorts of possibilities that might arise over afairly long period of time. Hence, the Joint
Venture Agreement or ShareholdersAgreement must be prepared very carefully to avoid any
confusion even many years down the line.
Generally speaking, most equity Joint Ventures in India are structured in the form ofprivate or
public limited liability companies. In a company, Articles of Association is avery important
document. Companies Act, 2013 gives the promoters freedom to draftthe articles as per their
requirements. It is hence, advisable to devote time andattention to the Articles and not depend on a
standard off-the-shelf draft, especiallyin case of a joint venture company where one of the partners
is a foreign national /company.

11. ESSENTIALS OF A SHAREHOLDERS AGREEMENT / JOINTVENTURE

AGREEMENT
Before one starts drafting a Shareholders Agreement (SHA) (often called JointVenture Agreement
in India), one must realize that the SHA is not a document forthe government or the courts. SHA is
a working document and should be draftedwith business essentials in focus. Sadly, lawyers /
attorneys / advocates rarely havean understanding of business. So, the entrepreneur or top
management must getinvolved in preparing the SHA. One surely needs professional help in drafting
anSHA. However, beware of a legal professional who has no experience of businessand is only
adept at steering his clients through courts.
The key questions that an SHA must address are common-sense ones that anyentrepreneur is bound
to ask when he / she joins hands with another entrepreneur.Examples of such questions are as
follows:

Who will bring in what resources monetary, manpower, technology,management systems?

What business will the new company be engaged in?
How will the Board of Directors be constituted?
How will the Board of Directors decide matters by majority vote / byconsensus?
Who will be the Chairman of the company?
Who will be the Managing Director of the company? What will be the powers ofthe

15

Managing Director?
Will decisions related to capital expenditure be taken by the Board of Directorsor by the JV
partners?
Will there be decisions that will be taken only at the level of the promoters(persons who sign
the SHA) and not at the level of the Board of Directors?
Who will control finance? Who will sign the cheques?
Who will be responsible for marketing?
Who will be responsible for technical matters like selection of machinery,choice of
technology, production planning etc.?
Who will decide about future expansion projects?
Will the promoters communicate only at meeting of Board of Directors or willthere be some
other meetings between promoters only?What happens if one of the promoters is not able or
not willing to fulfill his commitments in the SHA?
What will be the Schedule of activities? What happens if there are slippagesfrom the
Schedule?
How to resolve differences that might arise between the promoters?
What will be the Exit Route for one or both of the promoters?
What happens after the promoters fall out? How to decide the price of equityshares at the
time of separation?
The above examples are indicative and are not exhaustive. Obviously, the questionsand answers that
are critical to a particular business enterprise are unique to that enterprise.
If you are an entrepreneur or a key management person involved in preparing an SHA, please list
the key questions and answers that appear to you most critical. Atthis stage there is absolutely no
need for any legalese or format or structure. Oncethe key critical points have been listed, it is time
to ask a professional to take over.
It is the legal professionals job to convert your key points into an SHA. However,even though the
professional may be the worlds best, an SHA is too important adocument to be left only to a
professional. Please do read it yourself and check ifeach of the key points has been adequately
addressed.
Often legal professionals have a tendency to draft in a language that only they canunderstand. If you
have been unfortunate to get such a legal professional, please tellhim / her politely that the SHA is a
working document between entrepreneurs /business persons and is not a court document. If the
learned professional obligesyou with a draft that you and your potential partner can understand, you
can goahead. On the other hand if he persists with long sentences that seem to go onendlessly and a
structure that gives you headache, it is time for you to get a different
professional to assist you.

16

12. ARTICLES OF ASSOCIATION

Shareholders Agreement (SHA) is a working document that defines relationsbetween promoters
who decide to come together and give birth to a new company.Legal status of SHA may vary from
case to case. There is no law in India thatdetermines the enforceability of SHAs in specific terms.
A companys Articles of Association are binding on the shareholders of the company.The
enforceability of Articles of Association is in terms of the provisions ofCompanies Act, 2013. It is
hence advisable to make sure that Articles of Associationof the Joint Venture (JV) company are
properly drafted to reflect the wishes of thepromoters as articulated in the SHA.
Surely, there can be no general rules that apply to all possible situations. Some ofthe points that
deserve attention in a JV Companys Articles are as follows:

Method of decision in a meeting of Board of Directors by consensus ormajority, with or

without casting vote.

Method of decision in a General Meeting by consensus or majority, with orwithout casting

vote
Powers of the Board of Directors with regard to Notice for General Meeting,Special
Resolution, Issue of Shares, Transfer of shares etc.

Articles of association can be used by one or both promoters for entrenchment.The possibilities
are indeed endless.
Unfortunately, not many company secretaries who routinely handle incorporationmatters understand
the ways that Articles of Association can be used as anextension of the SHA. It is hence advisable
that Articles of Association are drafted by legal professional who is involved with the preparation of
SHA.

17

13. CONCLUSION
Joint Venture companies are the most preferred form of corporate entities for Doing Business in
India. There are no separate laws for joint ventures in India. The companies incorporated in India,
even with up to 100% foreign equity, are treated the same as domestic companies. A Joint Venture
may be any of the business entities available in India.
1. Two parties, (individuals or companies), incorporate a company in India. Business of one party is
transferred to the company and as consideration for such transfer; shares are issued by the company
and subscribed by that party. The other party subscribes for the shares in cash.
2. The above two parties subscribe to the shares of the joint venture company in agreed proportion,
in cash, and start a new business.
3.Promoter shareholder of an existing Indian company and a third party, who/which may be
individual/company, one of them non-resident or both residents, collaborate to jointly carry on the
business of that company and its shares are taken by the said third party through payment in cash.
Some practical aspects of formation of joint venture companies in India and the prerequisites which
the parties should take into account are enumerated herein after.
Foreign companies are also free to open branch offices in India. However, a branch of a foreign
company attracts a higher rate of tax than a subsidiary or a joint venture company. The liability of
the parent company is also greater in case of a branch office.

18

BIBLIOGRPAHY
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Anantharaman, K.S. 'Lectures on Company Law & Competition Act (including Secretarial
Practice)', Tenth ed., Nagpur, LexisNexis Butterworths Wadhwa; 2005.

Gower and Davies, 'Principles of Modern Company Law', 18th ed. London; Thomson,
Sweet & Maxwell, South Asian Edition, 2008.

Chandrachud, Y.V. & Duggal, S.M A Ramaiya Guide to Companies Act, Lexis nexis
Butterworths, Nagpur

Datey, V.S., 2004, 'Taxmann Students' Guide to Corporate Laws and Secretarial Practice',
Taxmann Allied Services Private Limited, Haryana, 7th Edition

Singh, Avtar, 1999, 'Company Law', Eastern Book Company, Lucknow, 12th Edition
Geoffrey Morse, Charlesworth &Morse Company Law, 15th Ed., Sweet and Maxwell,
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WEBSITES

http://www.legalserviceindia.com/
http://www.manupatrafast.com/
http://www.lawteacher.net
http:// www.aishmghrana.me
http:// www.taxguru.in
http://www.forum.charteredclub.com
https://www.scribd.com

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