Professional Documents
Culture Documents
for
REPORT PREPARED BY
Website: www.vaishlaw.com
Strategies for Doing Business in India
The firm has its presence at four important locations in India i.e. Delhi,
Mumbai, Gurgaon and Bengaluru and associates in almost all the major
cities in India.
The firm is the only law firm from India to be a part of World Law Group2,
which is a network of 50 independent law firms from 37 countries with
more than 260 offices in major commercial centres worldwide and legal
expertise of more than 10,500 lawyers globally.
The present report has been prepared by the Heads of various practice
groups with the assistance of their team of associates.
1
www.vaishlaw.com
2
www.theworldlawgroup.com
2
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
INDEX
Sr. No. Contents Page Nos.
1. Introduction 5
2. Abbreviations 6
4.1. Trademarks 13
4.2. Patent 16
4.3. Copyright 20
8.3. Licenses/Permissions/Registrations 49
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
11.Labour Laws 60
12.Corruption in India 65
13.Litigation 68
15.Technology Transfer 74
19.Important websites 88
20.Disclaimer 91
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
INTRODUCTION
This report has been prepared by the author Vaish Associates Advocates,
a leading Indian Law firm, on the instructions of the Commercial Section
of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's
office in New Delhi), for the benefit of the Norwegian entities, who may be
interested in developing business with in India. It is important to note
that the present report has been prepared for giving an overview to the
Norwegian entities, who may be interested in understanding various
aspects of Indian laws like intellectual property, labour, corporate,
arbitration, tax and penal laws etc. for connecting with and establishing a
business in India. The focus of the present report is Intellectual Property
Rights, Technology Transfer, Data Protection, Labour Laws, Business Laws
and other related aspects.
This report should be read and understood in the context in which it has
been prepared. It is pertinent to mention herein that investment from
Norwegian entities in India between the periods of April 2000 to March
2010 form a share of only 0.04 %3 of the total Foreign Direct Investment
(FDI) made by various countries in India, which is indicative of the fact
that there is a good potential for Norwegian business entities to explore
business opportunities in India.
We would like to make it clear that the present report should not be taken
as a professional advice on the laws and issues dealt herein as the
information provided in this report is only for general understanding. It is
advised that proper professional assistance should be taken before
initiating any business venture in India.
3
http://dipp.nic.in/fdi_statistics/india_FDI_March2010.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
ABBREVIATIONS
6
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
IP Intellectual Property
JV Joint Venture
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
RO Receiving Office
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
India with its more than one billion population and an open market
provides profitable and diverse opportunities for investment and trade.
India is one of the fastest growing consumer markets in the world. India
is generating huge demand in major sectors such as Energy, Telecom,
Banking, Finance, Healthcare, Petroleum and Natural gas, infrastructure,
information technology, transportation, and defense. India has a strong
manufacturing and export oriented industrial framework, with added
advantage of having a large skilled resource pool. All these factors put
together makes India one of the most preferable destination of Foreign
Investments.
Indian Legislature has two legislative chambers and deals with matters
relating to administration, budget, international relations, policies and
passing of laws on the matters enlisted in the constitution. The Union
Executive of India consists of the President, Vice President, and a Council
of Ministers, led by the Prime Minister, to aid and advise the President. Its
power extends to all the matters on which Parliament can make laws and
matters covered under any international treaty or agreement.
4
http://populationcommission.nic.in/welcome.htm
5
"CIA — The World Fact book — Rank Order — GDP (purchasing power parity)". .
6
International Monetary Fund, World Economic Outlook Database, April 2010: Data for the year
2009. .
7
http://www.imf.org/external/country/IND/index.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
form the executive arm of India who are involved in execution of laws.
However, in the last 25 years, Indian economy has opened up
considerably, wherein the Government has started functioning towards an
open economy with minimal controls, regulations and licensing. Laws
have been liberalized. Setting up of industries has become comparatively
easy because of the single window schemes of the Government.
However, Indian courts for their slow judicial process are often criticised
world over. Therefore, Alternative Dispute Resolution (ADR) mechanisms
which include Arbitration, Mediation and Conciliation, etc. play a
significant role in resolving commercial disputes in India. Indian law
recognises ADR mechanisms as an effective method for resolution of
disputes and arbitration awards are enforceable like final decree of Court.
All these factors put together make India one of the leading international
and financial destinations in the world. India with its abundant availability
of skilled human resources along with adequate natural resources and raw
materials provides a large and growing domestic market. India's economic
development continues at a rapid pace, despite global economic
downturn. Foreign investors are looking at India as an attractive and
dynamic investment destination as it promises strong growth prospects
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
The above data is indicative of the fact that opportunities are wide open
to explore the Indian market, which is immense and exciting.
8
http://dipp.nic.in/fdi_statistics/india_FDI_March2010.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Trademarks
Patents
Copyrights and related rights
Industrial Designs
Geographical Indications
Lay out Designs of Integrated Circuits
Plant varieties
Data Protection, Technology Transfer and Trade Secrets
Broadly, the following Statutes deal with the above matters relating to
Intellectual Property:
9
http://ipindia.nic.in/tmr_new/tmr_act_rules/TMRAct_New.pdf
10
http://ipindia.nic.in/ipr/patent/patents.htm
11
http://www.copyright.gov.in/Documents/CopyrightRules1957.pdf
12
http://ipindia.nic.in/ipr/design/design_act.PDF
13
http://ipindia.nic.in/girindia/GI_Act.pdf
14
http://www.mit.gov.in/sites/upload_files/dit/files/SICLDA.pdf
15
http://agricoop.nic.in/PPV&FR%20Act,%202001.pdf
16
http://www.mit.gov.in/sites/upload_files/dit/files/downloads/itact2000/itbill2000.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Trademarks
The (Indian) Trade Marks Act, 1999, apart from providing the remedy
against infringement of registered trademarks, also recognizes the
common law remedy of passing off for unregistered trademarks.
The law of passing off is based on the principles of natural justice. Though
there is no statutory definition of the word passing off under the Indian
Law, however, it can be defined as misrepresentation and deception
carried out to create confusion in the market to take the advantage of the
goodwill and reputation of another for earning illegal profits. The remedy
of passing off is available to unregistered trademark owners, who have
acquired the right over the trademark by virtue of being first adopter and
first user of the trademark. The law of passing off is also applicable to well
known trademarks enjoying international trans border reputation, which
17
http://www.wipo.int/treaties/en/ip/paris/
18
http://www.wipo.int/madrid/en/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
may not have been registered in India or have any actual business
presence in India.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
19
http://www.ipab.tn.nic.in/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Patent
Indian Patent Law is compliant with the TRIPS Agreement and at par with
Patent Laws internationally. The (Indian) Patents Act, 1970, governs the
law of patents in India. It is important to note that in the year 2005
(Indian) Patents Act, 1970, underwent a major change to meet the
requirements of the TRIPS Agreement, and one of important aspect of the
aforesaid amendment was the introduction of the ―Product‖ Patent in
India.
The Indian Patent office publishes a journal, known as ―The Patent Office
Journal‖ and is freely available on Indian Patent Office website20. The
website also provides the status of the pending applications, and facilitate
search of the published and granted patents by the Indian Patent office21.
After filing the application for the grant of patent, a request for
examination is required to be made for examination of the application by
the Indian Patent Office. After the First Examination Report is issued, the
Applicant is given an opportunity to meet the objections raised in the
report. The Applicant has to comply with the requirements within 12
months from the issuance of the First Examination Report22. If the
requirements of the first examination report are not complied with within
the prescribed period of 12 months, then the application is treated to
have been abandoned by the applicant. After the removal of objections
and compliance of requirements, the patent is granted and notified in the
Patent Office Journal. However, before the grant of patent and after the
publication of application, any person can make a representation by way
of pre-grant opposition. It is pertinent to mention that a post-grant
opposition can also be filed by any person interested, within a period of
one year from the date of grant of the patent. Some of the grounds for
20
www.ipindia.nic.in
21
http://ipindia.nic.in/ipirs/patentsearch.htm
22
Section 21 of Patents Act, 1970 and Rule 24(b)(4) of the Patent Rules, 2003
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
filing of pre and post grant opposition are prior art, patent being wrongly
granted, prior publication, prior public use, obviousness, lack of inventive
step, failure to disclose the source or geographical origin of biological
material used for the invention and anticipation etc. The process of the
grant of patent in India can also be understood from the following flow
chart.
23
http://www.wipo.int/pct/en/texts/articles/atoc.htm
24
http://ipindia.nic.in/ipr/patent/PCTApplication_01October2009.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Delhi. All these offices act as Receiving Office (RO) for International
application.
Term of Patent
If the grant of the patent is for a product, then the patentee has a right to
prevent others from making, using, offering for sale, selling or importing
the patented product in India.
If the patent is for a process, then the patentee has the right to prevent
others from using the process, using the product directly obtained by the
process, offering for sale, selling or importing the product in India directly
obtained by the process.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Compulsory Licenses
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Copyright
Indian copyright law is at parity with the international standards as
contained in TRIPS. The (Indian) Copyright Act, 1957, pursuant to the
amendments in the year 1999, fully reflects the Berne Convention for
Protection of Literary and Artistic Works, 188625 and the Universal
Copyrights Convention26, to which India is a party. India is also a party to
the Geneva Convention for the Protection of Rights of Producers of
Phonograms27 and is an active member of the World Intellectual Property
Organization (WIPO)28.
It is pertinent to mention herein that along with the (Indian) Trade Marks
Act, 1999, the protection can also be obtained under the (Indian)
Copyright Act, 1957 with respect to the artwork, layout, pattern, style,
get-up and colour-combinations of packaging and labels which are
capable of being registered under the (Indian) Trade Marks Act, 1999 as a
trademark.
cinematograph film
25
http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=15
26
http://portal.unesco.org/en/ev.php-
URL_ID=15381&URL_DO=DO_TOPIC&URL_SECTION=201.html
27
http://www.wipo.int/treaties/en/ip/phonograms/trtdocs_wo023.html
28
http://www.wipo.int/portal/index.html.en
29
http://copyright.gov.in/Documents/International%20Copyright%20Order.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
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are protected.
The Indian Courts have also been pro active for the protection of
Copyright of foreign authors/owners, which includes software, motion
pictures including screen play of motion pictures and database. The
(Indian) Copyright Act, 1957 provides for both civil and criminal remedies
against infringement of copyright in India.
The law of copyright in India not only provides for civil remedies in the
form of injunction, damages etc. but also makes instances of infringement
of copyright, a cognizable offence punishable with 3 years of
imprisonment and fine. The (Indian) Copyright Act, 1957 gives power to
the police to register the Complaint (First Information Report, i.e., FIR)
and act on its own without any further intervention of Courts.
30
http://www.nasscom.in/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Duration/Term of Copyright
In the case of original literary, dramatic, musical and artistic works, the
duration of copyright is the lifetime of the author or artist, and 60 years
counted from the year following the death of the author.
Industrial Design
Industrial Design, also known as Patent Design in some parts of the world
is protected in India under the (Indian) Designs Act, 2000.
31
http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=2
32
http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=2
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
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The above grounds may also be used for cancellation of the registration of
any design, and as a defense in an infringement proceeding.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Geographical Indications
A Geographical Indication is a sign used on goods that have a specific
geographical origin and possesses qualities or a reputation that are due to
that place of origin. Geographical Indications are introduced under the
TRIPS Agreement, which came into effect from January 1, 1995. In recent
years, Geographical Indications (GIs) has emerged as one of the most
important instruments of protecting the quality, reputation or other
characteristics of goods, which are essentially attributable to their
geographical origin. Geographical Indications have proved to be very
valuable as they identify the source of the product and are an indicator of
quality. Most commonly, a Geographical Indication consists of the name
of the place pertaining to the origin of the goods, such as ―Darjeeling‖
(India) for tea, ―Stilton‖ (England) for cheese, ―Swiss‖ (Switzerland) for
chocolate, ―Roquefort‖ (France) for cheese, Røros (Norway) for Organic
thick sour milk, Hardanger (Norway) for Apple juice and Oppdal (Norway)
for Almond potatoes etc.
Duration of Protection
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
A Layout Design which is (a) not original (b) has been commercially
exploited in India or in a convention country or (c) not inherently
distinctive or distinguishable from any other registered Layout-Design
cannot be registered as a Layout-Design. In order to claim protection for
Layout Design, it is mandatory that it should be registered.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
―Black gram, Bread wheat, Chickpea, Field pea, Green gram, Kidney
bean, Lentil, Maize, Pearl millet, Pigeon pea, Rice and Sorghum‖
Duration of Protection
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
DATA PROTECTION
India presently does not have any express legislation governing data
protection or privacy. However, the relevant laws in India dealing with
data protection are the Information Technology Act, 2000 and the
(Indian) Contract Act, 187233, which deals with the contractual
relationship between the parties. It may be noted that a codified law on
the subject of data protection is likely to be introduced in India in the
near future.
public order,
decency or morality,
defamation, or
incitement to an offence.
The (Indian) Information Technology Act, 2000 deals with the issues
relating to payment of compensation (Civil) and punishment (Criminal) in
case of wrongful disclosure and misuse of personal data and violation of
contractual terms in respect of personal data.
33
http://indiacode.nic.in/fullact1.asp?tfnm=187209
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
It is advised that the Norwegian entities should enter into contracts to set
out safeguards that may not be too dissimilar to those used in Norway to
set out the contractual obligations between them for
protection/processing of personal data.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
For any IPR enforcement strategy or any case in Indian Courts, one must
understand the Indian Judicial system and psychology of the Indian
judiciary. While Indian Courts are active in granting equitable reliefs like
injunctions, etc., it has been generally observed that they are reluctant in
awarding punitive damages. It is important to note that Indian High
Courts particularly Delhi High Court and Bombay High Court are proactive
in the protection and enforcement of Intellectual Property Rights in India.
It is reiterated that Indian Courts are free of any bias, as such foreigners
can freely enforce their rights under Indian laws.
Permanent Injunction;
Interim Injunction;
Damages;
Accounts and handing over of profits;
Anton Pillar Order (Appointment of Local Commissioner by the
Court for custody/ sealing of infringing material/accounts);
Delivery up of goods/packing material/dyes/plates for
destruction.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
In India, wherever provisions have been made for criminal prosecution for
violation of Intellectual Property Rights, a criminal case can be filed
against known as well as unknown persons.
Infringement of Trademark
In the case of a passing off action, besides proving that the marks are
identical or deceptively similar, it is also necessary to establish that the
use of the mark is likely to deceive or cause confusion resulting in
damage to the goodwill and reputation. However, proof of actual
deception or confusion is not necessary. In India, both the passing off
action and infringement action can be combined together. The registration
cannot upstage a prior consistent user of trademark in India, for the rule
followed is ‗priority in adoption of trademark prevails over priority in
registration of trademark‘.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
In the case of misuse of a trademark, the law provides for both civil and
criminal remedies. In a Civil action all of the above mentioned relief can
be claimed.
The (Indian) Trade Marks Act, 1999, also provides for criminal action
against offences relating to a trademark, whether registered or
unregistered. The offences under the (Indian) Trade Marks Act, 1999, are
punishable with imprisonment up to 3 years and fine up to INR 2,00,000/-
(approx. US$ 4300). The minimum term of imprisonment shall not be less
than 6 months.
Quasi-Judicial Remedies
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Infringement of Patent
Patent infringement proceedings can only be initiated after grant of patent
in India but may include claim retrospectively from the date of publication
of the application for grant of the patent. Infringement of a patent
consists of the unauthorized making, importing, using, offering for sale or
selling any patented invention within the India.
Under the (Indian) Patents Act, 1970 only civil action can be initiated in a
Court of Law and no penal action can be initiated. Further, a suit for
infringement can be defended on various grounds including the grounds
on which a patent cannot be granted in India. and based on such defence
revocation of Patent can also be claimed.
Infringement of Copyright
Both civil as well as criminal remedies are available under the (Indian)
Copyright Act, 1957, against the infringement of a copyright, and the
remedies are similar to the remedies relating to the infringement of the
Trademark.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
search and seize the infringing goods from known and unknown offenders
and arrest the offenders.
Infringement of Design
The Act does not provide for any civil remedy, however, we are of the
opinion that preventive reliefs can be claimed by way of permanent
injunction coupled with an interim injunction, which is an order passed by
the Court during the pendency of litigation in the court of law, delivery
up/destruction of infringing goods and damages. Under the (Indian)
Semiconductor Integrated Circuits Layout Design Act, 2000, any person
found to be infringing a registered layout design can be punished by way
of imprisonment for a maximum of three years and/or a fine [minimum
INR 50,000 (approx. US$ 1075) and maximum INR 10,00,000 (approx.
US$ 21500 )].
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Infringement of any right under the Plant Varieties and Farmers‘ Rights
attracts both Civil and Criminal action. A criminal action under the Act
entails punishment up to two years and fine of INR 50,000 (approx. US$
1075).
34
http://www.cbec.gov.in/customs/cs-act/cs-act-idx.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
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35
http://www.cbec.gov.in/customs/cs-act/notifications/notfns-2k7/csnt47-2k7.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Needless to say that piracy and counterfeiting is rampant world over and
India is no exception. A survey conducted by International Chamber of
Commerce36 puts India as the third most unfavorable country for IP
environment.
36
http://www.iccwbo.org/uploadedFiles/BASCAP/Pages/Survey%20findings%20report.pdf
37
http://www.ficci.com
38
http://www.nipo.in/ficciniapc.htm
39
http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=3
1).
36
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
40
http://www.mca.gov.in/DCAPortalWeb/dca/MyMCALogin.do?method=setDefaultProperty&mode=3
1).
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Take care to register the IPR in your name and not the Indian
entity. Licensing to the Indian Partner is the best policy;
Determine the risks that your IP faces and keep a watch over
potential registrations, risks and violations, and take timely action
to oppose any such registrations or violations;
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
The laws and procedures for a foreign entity to establish its presence in
India either as a Foreign Company and/or as an Indian company have
been outlined below in brief.
Liaison office
Branch office
Project office
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Liaison Office
A foreign entity can set up a liaison office to explore and understand the
business and investment climate in India. A liaison office acts as a
communication channel between the foreign entity and its present or
prospective customers in India. The Liaison office can be set up to
establish business contacts and/or gather market information to promote
the products and services of foreign entity. However, it cannot undertake
any commercial, trading or industrial activity or earn any income in India.
A liaison office must maintain itself out of the inward remittances received
from abroad through normal banking channels. It can neither borrow nor
lend money.
41
http://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_1.pdf
42
http://rbi.org.in/Scripts/BS_FemaNotifications.aspx?Id=176
43
http://www.rbi.org.in/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Once approval is obtained from the RBI for setting up of the liaison office,
the foreign company will have to apply for registration of the place of
business with the Registrar of Companies under the (Indian) Companies
Act, 1956, within 30 days of receipt of approval.
192 Salary
194 Dividends
194I Rent
44
http://law.incometaxindia.gov.in/DIT/Income-tax-acts.aspx
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Branch Office
The foreign entity can also establish a branch office in India subject to the
FEMA Regulations in terms of which, apart from other conditions, prior
permission of RBI is required. As per the FEMA Regulations, a branch
office of a foreign company can undertake the following activities:
Export/import of goods
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
foreign company with India, whether the foreign entity did some business
in India in the past.
Once approval is obtained from the RBI, for setting up of the branch
office, the foreign company will have to apply for registration of the place
of business with the Registrar of Companies under the (Indian)
Companies Act, 1956, within 30 days of opening of the branch.
(a) Certified copy of the audited balance-sheet and profit and loss
account for the relevant year;
(iii) That the profit does include any profit on revaluation of the
The branch office of a foreign company is liable for income tax in India at
the rate of 40%, along with surcharge of 2.5 % on this rate for the
current financial. An additional surcharge by way of education cess at the
rate of 3% is levied on the above income tax and surcharge. In other
words, the effective rate of tax in respect of branch office of a foreign
company would be 42.23%. Further, any income earned by the branch
office by virtue of rendering services to a foreign company shall also be
subject to the transfer pricing regulations.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
In India, the aforesaid education cess is being levied and collected by the
Indian Government for two specified purposes. Firstly, the education cess
of 2% is collected for the purpose of funding the primary education for
the children in India and secondly, the education cess of 1% is collected
for the purpose of funding the secondary and higher education in India.
Project Office
However, if the above conditions are not met, the foreign company has to
obtain approval from RBI.
45
http://www.imf.org/external/index.htm
46
http://www.adb.org/
47
http://www.worldbank.org/
48
http://www.icicibank.com/
49
http://www.idbi.com/
50
http://www.ifciltd.com/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
When foreign company intends to establish its 100% owned entity, such
foreign company can set up a WOS, wherein entire shareholding of the
WOS shall be held by such foreign company. However, JV Company is
set-up by the foreign company with one or more Indian or foreign
partner(s), and the shareholding of such JV Company is held by both the
joint venture partners in agreed ratio. The procedure for setting up a
WOS and JV Company is similar.
45
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Disadvantages
51
http://finmin.nic.in/the_ministry/dept_eco_affairs/america_canada/fema_acts/index.htm
52
Debenture is a loan fund and the debentures holder is a creditor of a company. Convertible
debenture is convertible into equity share as per the terms of issue of such debenture.
47
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
However, there are still few sectors in which FDI is totally prohibited i.e.
foreign entities are not allowed to set-up business in such sectors.
Following is the list of activities in which FDI is prohibited:
Atomic Energy
Business of chit fund (chit fund activities carried out as per Chit
Fund Act, 198254 and it is a kind of savings scheme practiced in
India.)
53
Government of India has introduced a discussion paper on allowing FDI in multi-brand retail
trading. http://www.dipp.nic.in/DiscussionPapers/DP_FDI_Multi-
BrandRetailTrading_06July2010.pdf
54
http://gov.ua.nic.in/society/acts/cpage1.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Foreign investors can sell shares held in the Indian company without prior
approval of RBI subject to reporting requirements and compliance of the
pricing norms.
Licenses/Permissions/Registrations
General permissions
49
© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Specific permissions
55
http://finmin.nic.in/the_ministry/dept_revenue/rtiman/salestax/sales-
tax%20Folder/CSTAct1956.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
56
http://www.centralexcisemadurai.tn.nic.in/what_central.html
57
http://dgft.gov.in/exim/2000/ftdract.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Direct taxes regime in India is currently governed by the Income Tax Act,
1961 and the Wealth Tax Act, 1957. The current regime is perceived to
be complex, litigation-prone and laden with varying tax rates and
incentives. The Government of India, with a view to simplifying the
current tax regime, fostering voluntary compliance, providing stability in
tax rates and reducing scope for litigation, introduced Direct Taxes Code
Bill, 200958 (‗Code‘), which is intended to replace the existing regime
relating to direct taxes. The new regime is expected to improve tax
administration, lower tax rates and at the same time check avoidance and
evasion of tax. The new Code is expected to be tabled before the Indian
Parliament soon and is expected to be legislated and come into force from
April 1, 2011.
The Code proposes to have a uniform tax rate for domestic and foreign
companies. Further, the Code proposes to lower the corporate tax rate
for domestic companies from 30% to 25% and for foreign companies
from 40% to 25%. In addition, levy of surcharge and cess on the tax
rates is proposed to be removed.
58
http://finmin.nic.in/dtcode/index.html
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Under the current regime, a tax payer is allowed to take the benefits of
the provisions of relevant Double Taxation Avoidance Treaty, wherever
applicable, if provisions of the Treaty are more beneficial to him in
comparison to domestic tax laws. Under the Code, concept of limited
treaty override has been introduced.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
The current transfer pricing regime in India does not have enabling
provisions regarding APAs. The Code proposes to introduce the concept
of APAs, wherein the arm‘s length price of an international transaction
between associated enterprises, at the option of the taxpayer, will be
determined prior to entering into such transaction. This is intended to
reduce subsequent disputes between the taxpayer and the Revenue.
Capital gains
Under the Code, the following are some of the significant changes
proposed in the capital gains tax regime:
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Investment-linked incentives
The Code proposed to move away from the current profit based tax
incentives to investment based tax incentives. Under the proposed
regime, in respect of specified businesses, a taxpayer shall be allowed to
recover all capital and revenue expenditure (except land, goodwill and
financial instruments) before computing his taxable profits. Existing profit
linked incentives are proposed to be grandfathered under the proposed
regime.
Business re-organization
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
(c) Full records indicating all the details of such sales like name of
entity, kind of entity, registration/license/permit etc. number, amount of
sale etc. should be maintained on a day to day basis.
(f) A Wholesale/Cash & carry trader cannot open retail shops to sell to the
consumer directly.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Warehousing
60
http://www.cbec.gov.in/customs/cs-act/cs-act-idx.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
The owner of the goods, with the sanction of the proper officer and on
payment of the prescribed fees, may either before or after warehousing
the goods -
(c) Sort the goods or change their containers for the purpose of
preservation, sale, export or disposal of the goods;
(d) Deal with the goods and their containers in such manner as may be
necessary to prevent loss or deterioration or damage to the goods;
(f) Take samples of goods without entry for home consumption, and if
the proper officer so permits, without payment of duty on such samples.
The owner of the warehoused goods may also, with the permission of the
custom authorities, carry on any manufacturing process or other
operations in the warehouse in relation to such goods.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
LABOUR LAW
In India, both Central and State Governments have enacted laws to deal
with and regulate labour issues. There are currently 47 Central Laws and
157 State regulations, which can be collectively termed as Labour &
Industrial Laws in India. Indian Labour laws have been enacted primarily
for the protection of the rights and interest of labour from the organized
as well as unorganized sector against exploitation. Resort to the courts
can only be made in special circumstances and situations.
Indian labour laws govern almost all the aspects of employment such as
payment of wages, minimum wages, payment of bonus, payment of
gratuity, contributions to provident fund and pension fund, working
conditions and accident compensations etc.
The following are main areas dealt with under the various labour laws:
61
http://labour.nic.in/cwl/ChildLabourAct.doc
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Child labour means work that is done by children under the age of 14,
which restricts or damages a child's physical, emotional, intellectual,
social and spiritual growth.
India has ratified following ILO Core Conventions62 dealing with human
rights and fundamental rights:
The most recent and comprehensive ILO standards on child labour are the
Minimum Age Convention, 1973 (No.138)67, and its accompanying
Recommendation (No.146), and the Worst Forms of Child Labour
Convention, 1999 (No.182)68 and its accompanying Recommendation. These
conventions are not yet ratified by India.
62
http://www.ilo.org/ilolex/english/convdisp1.htm
63
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C029
64
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C105
65
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C100
66
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C111
67
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C138
68
http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C182
69
http://labour.nic.in/ilas/indiaandilo.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Whoever employs any child, who is under the age of 14, shall be
punishable with imprisonment for a term not less than three
months and which may extend to one year or with fine which
shall not be less than INR 10,000 (approx. US$ 215) and may
extend to INR 20,000 (approx. US$ 430); and
The contract should also provide for the individual liability of the
Indian Partners, agents, service providers and contractors etc.,
in case of breach of contract and employment of child labour;
70
http://indiacode.nic.in/fullact1.asp?tfnm=197619
71
http://indiacode.nic.in/fullact1.asp?tfnm=198661
72
http://indiacode.nic.in/fullact1.asp?tfnm=197625
73
http://labour.nic.in/
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Bring awareness among all those who are associates with you
about the ills of child labour and encourage them to work
towards the prevention of the child labour;
Ensure that the ILO‘s other core conventions are adhered to for
the protection of basic rights of the workers;
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
It has been found that the system of sub-contracting in India is one of the
major culprits for employment of child labour, as in the case of sub-
contractors the foreign entities may not have any direct control for
prevention of Child Labour. To prevent child labour, it is suggested that a
contract with Indian Partners, agents, service providers and contractors
etc. specifically prohibiting the use of child labour by them, their agents,
service providers or sub-contractors shall be preferred. Any breach in
such contract shall be treated as severe breach of the contract leading to
serious consequences.
74
http://labour.nic.in/welcome.html.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
CORRUPTION IN INDIA
There are various laws which have been enacted by the Government of
India for eradication of corruption including the Right to Information Act,
200576. Under the Right to Information Act, 2005 (RTI Act), any citizen of
India can seek information from government departments and agencies
on any matter relating to their affairs and financial dealings. The
commencement of this Act has resulted in transparency in the functioning
of Government agencies thereby resulting in cleansing of the system.
The RTI Act extends to all government bodies, which are owned,
controlled or substantially financed by the Government of India. Right to
Information Act, 2005 mandates timely response to citizen‘s requests for
government information. Subject to the exceptions under the RTI Act, the
Right to Information Act, 2005 empowers every citizen to
75
http://www.transparency.org/policy_research/surveys_indices/cpi/2009/cpi_2009_table
76
http://righttoinformation.gov.in/rti-act.pdf
77
http://www.cbi.gov.in/rt_infoact/pcact.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Punishment
It is important to note that accepting bribe is not the only offence but
offering and giving bribe is also an offence in India. So, while doing any
business in India, getting entangled in any manner whatsoever in the web
of bribery, resulting in corruption must be avoided.
78
http://www.combatcorruptionindia.org/resources/agencies2fightcorruption.pdf
79
http://www.cbi.gov.in/rt_infoact/pcact.pdf)
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
paid for getting things done but also for getting right things done at the
right time.
Educate your employees and others associated with you about the
consequences of getting involved in corruption in any form;
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
LITIGATION IN INDIA
India has well defined substantive and procedural laws along with a well
established system of judicial enforcement of rights. An elaborate
mechanism is provided for grievance redressal under Indian statutes. A
complete hierarchy of courts and tribunals has been set up.80 India has
three tier system of judiciary, which includes District Courts, at the first
tier, comprising judges for adjudicating upon civil disputes and criminal
cases at the lowest level. At the second tier, each state in India has a
High Court which has the appellate and supervisory jurisdiction over all
the courts and tribunals in such state. The Supreme Court of India81,
which is at the third tier, is the highest court of justice in India having
appellate and supervisory jurisdiction over High Courts of all the states.
The Supreme Court of India and all the High Courts also act as the
custodians of the constitution of India. Government of India has also
formed special tribunals to deal with matters of specific nature, such as
Intellectual Property Appellate Board (IPAB)82, Income Tax Appellate
Tribunal (ITAT)83, Debt Recovery Tribunal(DRT)84, Central Administrative
Tribunal(CAT)85, Board for Industrial and Financial Reconstruction (BIFR)86
and Central Excise Service Tax Appellate Tribunal(CESTAT)87.
The litigation in India should be initiated only after a well thought strategy
about the entire process, time and cost involved. Litigation in India should
not be initiated impulsively. Though it may not be possible to avoid
litigation at all times but strategies can be formed to successfully end the
80
http://indiancourts.nic.in/index.html
81
http://www.supremecourtofindia.nic.in/
82
http://www.ipab.tn.nic.in/
83
http://itat.nic.in/
84
http://www.drt.co.in/
85
http://cgat.gov.in/
86
http://www.bifr.nic.in/
87
http://cestat.gov.in/
88
http://www.supremecourtofindia.nic.in/new_s/pendingstat.htm
89
http://www.supremecourtofindia.nic.in/HCquarterly_pendency_Dec2008.pdf
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
So, while doing business in India, the first endeavour should be to avoid
litigation. However, there may be situations when a foreign entity may
get embroiled in an unavoidable forced litigation in Indian Courts.
It has been observed that most of the litigation which takes place in India
during the course of business by a foreign entity with an Indian, is a
result of bad contracts, which could be avoided by taking care of and
contemplating various contingencies which may arise during the course of
business in India.
Cost of Litigation
Any peculiar civil action in the Court of law involves following components
of costs i.e. Court Fee, Professional Fee and Miscellaneous Expenses and
Disbursements.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
does not allow the payment of contingent fees or conditional fees, i.e.,
any fee for services provided where the fee is only payable if there is a
favorable result.
The third component of litigation cost, is usually not very high since the
same pertains to miscellaneous issues related to litigation including
typing, photocopying, postage and courier charges etc.
As already stated that the Indian Judiciary does not suffer from a
nationalistic approach, which is itself good to build confidence in foreign
entities.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
All Disputes, which are of civil nature, may be resolved at any of the
following two forums i.e. the formal system of redressal through
conventional system i.e. Courts and Tribunals, or Alternate Dispute
Resolution (ADR) i.e. Mediation, Conciliation and Arbitration. Keeping in
view the state of the formal judicial process, it shall always be preferable
to opt for ADR. India has a codified law on ADR i.e. the Arbitration &
Conciliation Act, 199690 which conforms to Model law on International
Commercial Arbitration in 1985 by the United Nations Commission on
International Trade Law91 (UNCITRAL). These Model laws and Rules make
significant contribution to the establishment of a unified legal frame work
for the fair and efficient settlement of disputes arising in international
commercial relations. Keeping in view the above, the (Indian) Arbitration
and Conciliation Act, 1996 was enacted by India wherein provisions have
been made recognizing arbitration agreement, composition of arbitration
tribunal, procedures for conduct of arbitration, making of awards,
recourse against arbitral awards, finality of arbitral awards and their
enforcement, enforcement of foreign awards etc. Both New York
Conventions Awards (Convention on the Recognition and Enforcement of
Foreign Arbitral Awards, New York, 195892) and Geneva Convention
Awards, 192793 are recognised under the Indian Act.
One of the best features of Indian Arbitration and Conciliation Act, 1996 is
that parties to the arbitration agreement have no option except to go for
arbitration in case of any dispute. Further, the parties can choose their
own law, Indian or foreign, on the basis of which arbitration will be
conducted, place and forum of arbitration, within or outside India, adopt
their own procedures or the procedure of any internationally recognized
arbitral forums. The essence of the above is that the parties are free to
resolve their disputes in any manner, whatsoever, as may be agreed
which is free from the shackles of the traditional system of justice.
It is further important to note that all awards passed by the Arbitrator are
final and binding, subject to some reasonable exceptions and the same
are enforceable as a final decree of the court.
The above process considerably reduces the time, which is usually taken
by the conventional system of judicial redressal, and cost for resolution of
dispute between the parties without adhering to the strict procedural
laws. Under the Indian Arbitration & Conciliation Act, 1996, the courts are
also empowered to pass orders for interim measures like preservation,
90
http://indiacode.nic.in/fullact1.asp?tfnm=199626
91
http://www.uncitral.org/
92
http://www.uncitral.org/uncitral/en/uncitral_texts/arbitration/NYConvention.html
93
http://www.arbitrationindia.org/Geneva%20Convention%201961.htm
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
interim custody or sale of any goods, securing the amount in dispute, the
detention, preservation or inspection of the property. Courts are also
empowered to pass any interim injunction or appoint receivers for
protection of the subject matter of the dispute and enforcement of the
arbitral award.
The flexibility of the law and the procedure for arbitration in India makes
it a preferred option for resolution of any dispute as it provides speedy
and effective remedy. Presently, ADR is the preferred mode of dispute
resolution among the Government agencies as well as private parties.
Recommendations
― ARBITRATION
(a) Any and all disputes and claims between the parties to this
Agreement arising out of or in connection with this Agreement or its
performance (including the validity of this Agreement) shall, so far
as is possible, be settled amicably between the parties to this
Agreement.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
TECHNOLOGY TRANSFER
In India there is no special law for dealing with issues relating to the
Technology Transfer. A technology transfer may take place by way of an
assignment or license. However, license is generally the preferred mode
for technology transfer. The subject matter of technology transfer may
include patented as well as non-patented technology, technical
documentation, manuals, trade secrets, business methods, database and
other Intellectual Property including Trade Marks and Copyright etc.
(herein after collectively referred as Technology).
Define all other intellectual property rights which are part of the
agreement, whether registered or unregistered;
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
It has been generally observed that if suitable provisions have been made
in the agreement relating to transfer/licensing of the Technology, it
becomes comparatively easier to enforce through the courts any violation
of the terms of the agreement or misuse of the rights granted under the
agreement.
94
http://portal.unesco.org/en/ev.php-
URL_ID=15241&URL_DO=DO_TOPIC&URL_SECTION=201.html
95
http://www.rbi.org.in/scripts/FAQView.aspx?Id=26
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
If, any proposal for technology transfer does not fulfill any of the above
conditions then the Automatic Route of RBI for technology transfer cannot
be availed, and such proposal will require clearance from Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Any foreign entity, who is coming to India for business must believe in
one cardinal principle as a good business strategy i.e. believe in writing,
meaning thereby enter into strong and elaborate contracts, formalize your
relationship and communication with Indian counterparts. If the foreign
entity is strong in written communication, they can expect an effective
and quick judicial redressal of their grievances in case any need arises. It
has been often observed that one of the basic reasons of the problems
faced by foreign entities is the ambiguity in their communications and
contracts.
Believe in writing;
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
and with respect to this clause, the Licensee shall confirm in writing
to the Licensor, that it has done so.‖
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
(Sample)
NON-DISCLOSURE AGREEMENT
By and between
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
2. The receiving party shall use the same degree of care and
protection to protect the Confidential Information received by it
from the disclosing party as it uses to protect its own Confidential
Information of a like nature, and in no event such degree of care
and protection shall be of less than a reasonable degree of care.
Furthermore, the Recipient shall not disclose to any third party the
Confidential Information disclosed by the Discloser, except as
approved in writing in advance by the Discloser, and shall not use
the Confidential Information for any purpose other than the Project.
Notwithstanding the foregoing, the Recipient may disclose the
Confidential Information of the Discloser to its directors, employees
or agents (collectively, the ―Representatives‖) only if such
Representatives are subject to confidentiality obligations at least as
restrictive as those contained herein. It is further agreed that either
Party may, by obtaining prior written consent of the other Party,
disclose the Confidential Information on ―need to know basis‖ to a
third party to the extent necessary to subcontract or delegate to
such third party all or any part of the works for the Project. In such
a case, such Party shall impose on such third party the same
obligations that it is obligated to perform under this Agreement.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
14. Each party will bear its own costs in connection with the
activities undertaken in connection with this Agreement.
18. The Parties agree that the courts in Delhi shall have the
exclusive jurisdiction and venue of the first instance for actions
arising out of or related to the subject matter in this Agreement,
and the same shall be to the exclusion of all other courts or forums
in India.
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
Date of Execution:
(________________________) (________________________)
BY: BY:
NAME: NAME:
DESIGNATION: DESIGNATION:
________________________
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© 2010, India. The Commercial Section of the Royal Norwegian Embassy, New Delhi, India (Innovation Norway's office in New Delhi)
Strategies for Doing Business in India
96
http://www.cbec.gov.in/excise/cx-act/cx-act-idx.htm
97
http://finmin.nic.in/the_ministry/dept_revenue/rtiman/salestax/sales-
tax%20Folder/CSTAct1956.pdf
98
http://www.mha.nic.in/pdfs/ccp1973.pdf
99
http://www.cbec.gov.in/customs/cs-act/cs-act-idx.htm
100
http://rbi.org.in/Scripts/BS_FemaNotifications.aspx?Id=176
101
http://finmin.nic.in/the_ministry/dept_eco_affairs/america_canada/fema_acts/index.htm
102
http://dgft.gov.in/exim/2000/ftdract.htm
103
http://law.incometaxindia.gov.in/DIT/Income-tax-acts.aspx
104
http://www.mha.nic.in/pdfs/IPC1860.pdf
105
http://www.cbec.gov.in/customs/cs-act/notifications/notfns-2k7/csnt47-2k7.htm
106
http://indiacode.nic.in/fullact1.asp?tfnm=199626
107
http://indiacode.nic.in/fullact1.asp?tfnm=197619
108
http://labour.nic.in/cwl/ChildLabourAct.doc
109
http://indiacode.nic.in/fullact1.asp?tfnm=198661
110
http://www.mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_1.pdf
111
http://www.copyright.gov.in/Documents/CopyrightRules1957.pdf
112
http://ipindia.nic.in/ipr/design/design_act.PDF
113
http://indiacode.nic.in/fullact1.asp?tfnm=197625
114
http://ipindia.nic.in/girindia/GI_Act.pdf
115
http://indiacode.nic.in/fullact1.asp?tfnm=187209
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http://www.mit.gov.in/sites/upload_files/dit/files/downloads/itact2000/itbill2000.pdf
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http://ipindia.nic.in/ipr/patent/patents.htm
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http://www.cbi.gov.in/rt_infoact/pcact.pdf)
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http://agricoop.nic.in/PPV&FR%20Act,%202001.pdf
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http://rti.gov.in/rti-act.pdf
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http://www.mit.gov.in/sites/upload_files/dit/files/SICLDA.pdf
122
http://ipindia.nic.in/tmr_new/tmr_act_rules/TMRAct_New.pdf
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http://law.incometaxindia.gov.in/DIT/other-income-tax-
acts.aspx?page=ODTA&TabId=tab_WTA
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=15
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=7
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http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C100
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http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C105
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http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C111
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http://www.ilo.org/ilolex/cgi-lex/ratifce.pl?C029
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=18
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=17
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=2
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=6
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http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=8
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http://portal.unesco.org/la/convention.asp?KO=15381&language=E&order=alpha
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IMPORTANT WEBSITES
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Disclaimer:
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