Firm Profile January 18

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1 Firm Profile January 18

2 E LP F irm Prof i le 2018 CONTENTS Our Firm... 3 What we Offer...3 Our Journey...4 Our Corporate & Commercial Practice... 5 Our Services...5 Our Work Highlights...6 Our Private Equity & Venture Capital Practice Our Services...10 Our Work Highlights...12 Our Securities Laws & Capital Markets Practice Our Services...18 Our Work Highlights...20 Our Competition Law & Policy Practice Our Services...22 Our Work Highlights...24 Our Litigation, Arbitration & Dispute Resolution Practice Our Services...28 Our Work Highlights...29 Our Tax Practice ELP-Services...40 Our Work Highlights...43 Our Banking & Finance Practice Our Services...51 Our Work Highlights...53 Our International Trade & Customs Practice Our Services...61 Our Work Highlights...64 Our Infrastructure Practice Our Services...69 Our Work Highlights...70 Our Real Estate Practice Profile Our Services...81 Our Work Highlights...83 Our Hospitality Practice Our Services...90 E c o n o m ic L a w s P r a c t i c e P a g e 1

3 F irm Prof i le E LP Our Work Highlights...92 Key Contacts Suhail Nathani Managing Partner...96 Sujjain Talwar Partner...98 Darshan Upadhyay Partner Sanjay Notani Partner M.P. Devnath Partner Naresh Thacker Partner Rohit Jain Partner Babu Sivaprakasam Partner Nishant Shah Partner Aakanksha Joshi Partner Ravisekhar Nair Partner Bhavin Gada Partner Ashish Prasad Partner Hardik Modh Partner Jitendra Motwani Partner Harsh Shah Partner Kumar Visalaksh Partner Ranjeet Mahtani Partner Akshay Kishore Partner Dinesh Pednekar Partner Deep Roy Partner Anay Banhatti Partner Gopal Mundhra Partner Jignesh Ghelani Partner Vivek Sharma Partner Mitesh Jain Partner Rajat Chhabra Associate Partner Vivek Baj Associate Partner Amit Manubarwala Associate Partner Adarsh Somani Associate Partner Abhishek Anand Associate Partner Shyam Pandya Associate Partner Rahul Charkha Associate Partner P a g e E c o n o m ic L a w s P r a c t i c e

4 E LP F irm Prof i le 2018 OUR FIRM Economic Laws Practice (ELP) is a leading full-service Indian law firm, headquartered in Mumbai, India. The firm was established in the year 2001 by eminent lawyers from diverse fields who envisioned a firm that would bring to the table a unique blend of professionals, ranging from of lawyers, chartered accountants, cost accountants, economists and company secretaries; enabling us to offer services with a seamless cross-practice experience and top-of-the-line expertise to clients. With six (6) offices across India (Mumbai, New Delhi, Pune, Ahmedabad, Bangalore and Chennai), ELP has a team of over 180 qualified professionals. Working closely with leading national and international law firms in the UK, U.S., Middle East and Asia Pacific region, gives ELP the ability to provide an extensive pan India and global service offering to clients adding to the seamless service that the firm prides itself on. ELP has a unique positioning amongst law firms in India from the perspective of offering comprehensive services across the entire spectrum of transactional, advisory, litigation, regulatory, and tax matters. The firm s areas of expertise include Banking & Finance; Competition Law & Policy; Corporate & Commercial; Hospitality; Infrastructure (includes energy, oil & gas, mining and construction); International Trade & Customs; Litigation & Dispute Resolution; Private Equity & Venture Capital; Securities Laws & Capital Markets; Tax; and Telecommunication, Media & Technology. ELP's vision is people centric and this is primarily reflected in the firms focus to develop and nurture long-term relationships with clients by providing optimal solutions in a practical, qualitative and cost efficient manner. The firm's in-depth expertise, immediate availability, geographic reach, transparent approach and the involvement of senior partners in all assignments. W H AT W E O F F E R Personalised Attention Our commitment is to provide dedicated and result oriented solutions of the highest quality to our clients to help them achieve their goals. We offer our clients a high level of partner involvement; personalised attention; and business and sector specific solutions. We ensure that each mandate gets the personalised attention and time of individual partners and a dedicated team of professionals with the right mix of experience and expertise. Practical, Implementable and Enforceable Advice Our professionals have typically appeared in various tribunals, fora and courts as a part of their development at ELP. Armed with this litigation experience, our lawyers are better positioned to understand the complexities of a mandate and the eventual consequences of the documents that anchor the matter or deal. Access to Experts A majority of our lawyers hold dual qualifications as lawyers and company secretaries/chartered accountants/economists or hold multi-jurisdictional qualifications, our clients benefit from advice which is efficient, comprehensive, practical and business oriented. Our professionals work seamlessly with the specialised practices of E c o n o m ic L a w s P r a c t i c e P a g e 3

5 F irm Prof i le E LP the firm and provide advice with the objective of minimising the risk of unanticipated exposures and help our clients to maximise outcomes. Geographic Reach With offices in six (6) different cities in the country and close working relationships with leading global law firms in the UK, USA, the Middle East and Asia Pacific region; we are able to assist our clients on their domestic as well as crossborder legal requirements. O U R J O U R N E Y 2001: Opened our first office in Mumbai to offer our services in two specialised practice areas: Tax and International Trade & Customs. 2002: Added the Telecommunication, Media & Technology practice to our service offering. 2003: Expanded our presence in India by opening a new office in New Delhi. Also added two new practices to our service offering: Infrastructure and Corporate & Commercial. 2004: Added a dedicated Litigation & Dispute Resolution practice to our service offering. 2006: Added the Private Equity & Venture Capital practice to our service offering. 2007: Expanded our presence in India by opening a new office in Ahmedabad. 2008: Expanded our presence in India by opening a new office in Pune. Also added two new practices to our service offering: Direct Tax and Transfer Pricing. 2010: Added the Banking & Finance practice to our service offering. 2011: Added the Competition Laws & Policy practice to our service offering. 2012: Added the Securities Laws & Capital Markets practice to our service offering. 2013: Expanded our presence in the south of India by opening new offices in two cities: Bangalore and Chennai. 2016: Suhail Nathani took over as Managing Partner. 2017: A year of overseas collaborations and expansions across practice areas (GST, RERA, IBC, NCLT and Fintech) and markets. 4 P a g e E c o n o m ic L a w s P r a c t i c e

6 E LP F irm Prof i le 2018 OUR CORPORATE & COMMERCIAL PRACTICE ELP offers legal services at all stages of a business cycle, right from the inception of an entity to general corporate matters to guiding companies routinely on their business and legal issues to assisting and advising them in relation to complex transactions. Our well-developed expertise in corporate laws, tax laws, competition laws, regulatory structuring, and commercial understanding of various sectors enables us to handle the complexities involved in transactions in the most practical manner. Our lawyers are trained to focus on providing our clients with the most optimum solution to overcome the complexities of commercial transactions by developing innovative structures and mitigating any risks involved. Our Achievements Mergers & Acquisition Deal of the Year - India Business Law Journal's Deals of the Year Awards 2016 Deal of the Year - Inhouse Community s ASIAN-MENA COUNSEL Deal of the Year 2013 & 2015 Awards Leading Firm for Corporate/M&A Chambers Global & Chambers Asia-Pacific 2014 to 2018 We advise clients on the entire spectrum of corporate transactions Real Estate Deal of the Year - India Business including mergers and acquisitions, scheme of arrangement, business Law Journal's Deals of the Year Awards 2015 and asset transfers, demergers, joint-ventures & strategic alliances, Tier 2 firm for Corporate and M&A - The Legal buyouts, reduction of capital, buy-back of shares, stock swap 500 Asia-Pacific 2016 to 2017 arrangements and corporate reorganisation. Our services are not just Highly Recommended for Corporate and restricted to conducting due diligence exercises, drafting and M&A - IFLR1000 Corporate & Financial Guide negotiating documents, providing regulatory, corporate compliance 2014 to 2017 solutions, structuring advice, or entry- exit mechanism; we strive, at all points of time, to provide end-to-end results to our clients. Our Recommended for Corporate and M&A - expertise in FDI regulations, SEBI regulations, stamping provisions and Asialaw Profiles 2017 DTAAs allows us deliver solutions quickly, which is crucial to corporate M&A and Joint Venture Deal of the Year - transactions. India Business Law Journal's Deals of the Year Awards 2011 & 2013 We have advised clients in various sectors including automobile, aviation, consumer products, healthcare, hospitality, food & related products, financial services, information technology, infrastructure, media, real estate, shipping & maritime, steel and telecommunications. We understand the regulatory environment and the intricacies involved in these sectors in India and are able to help our clients achieve their business objectives. Our client base comprises of large multinational conglomerates, listed companies, financial institutions and strategic investors. Our clients benefit from the multidimensional knowledge of our lawyers and value our in-depth expertise, availability, and the involvement of our partners throughout the cycle of a transaction. O U R S E R V I C E S Structuring We advise clients on structuring of the transaction in line with applicable RBI guidelines, FDI regulations, Income Tax provisions, SEBI regulations, DTAAs, stamp duty implications, etc. Our Corporate & Commercial team works closely with our strong tax, regulatory and competition practices enabling us to strengthen every deal structure and provide E c o n o m ic L a w s P r a c t i c e P a g e 5

7 F irm Prof i le E LP solutions to the most complex issues. This also helps us to provide a quick turnaround which is vital in any M&A transaction. ELP has also successfully structured capital flows such as dividend, royalty, fees for technical services, etc. Documentation Our team assists in reviewing, drafting, negotiating and execution of the transaction documents such as term-sheets, business purchase agreements, shareholders agreements, voting rights agreements, noncompete agreements, non-disclosure agreements, escrow agreements, schemes of arrangement, stock swap agreements, employment agreements and transition agreements. Regulatory The Legal500 Asia-Pacific The responsive, proactive, and hardworking team at Economic Laws Practice is noted for its efficient advice on M&A mandates, as well as its in-depth knowledge of corporate tax matters. The Corporate and Commercial team assists clients in drafting, filing and coordinating the regulatory approvals and consent processes, including approvals of RBI, SEBI, FIPB, CCI as well as any other local permits and consents. We also offer to conduct tax optimisation studies in target companies for our clients. Our clients find this service to have helped them with substantial savings. Post-Closing Support We provide post-closing support to our clients in the form of integration planning, risk mitigation, restructuring board, listing agreement compliances, etc. We have a dedicated team with experience in corporate financing, structured financing and securitization. Advice on Commercial Matters We offer legal advice to various companies in diverse sectors in relation to their day-to-day operational corporate commercial matters, including issues relating to employment law, lease arrangements and company law. O U R WO R K H I G H L I G H T S Advised New Vernon Private Equity Limited and Hilson Estates Limited in the sale of their entire shareholding held in Carwel Estates Limited and Faery Estates Limited respectively to Canada Pension Plan Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture company SPREP Pte. Ltd. for the acquisition of SP Infocity IT Park in Chennai. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Advised New Silk Route Advisors in relation to the sale of its stake in Destimoney Enterprises Limited to Carlyle which also resulted in an indirect acquisition of 49% stake in Punjab National Bank Housing Finance Limited. The deal also involved hiving off six subsidiaries of Destimoney. This is said to be Carlyle s first major buyout in India. This deal has been recognised as the Private Equity & Venture Capital Deal of the Year by India Business Law Journal in the Deal of the Year Awards P a g e E c o n o m ic L a w s P r a c t i c e

8 E LP F irm Prof i le 2018 Acted for Jet Airways as co-counsel on the acquisition of twenty four percent (24%) stake by Etihad Airways in Jet Airways India Limited. ELP was involved in all aspects of the transaction, including FEMA, capital markets, aviation and competition laws. The transaction was worth US$900 million. This deal was awarded the M&A and Joint Venture Deal of the Year Award by India Business Law Journal in its Deal of the Year Awards It has also been awarded as the Deal of the Year in Inhouse Community s Chambers Asia-Pacific ASIAN-MENA COUNSEL Deal of the Year 2013 Awards. Advised Mundra Port and Special Economic Zone Limited on its acquisition of Australia s Abbot Point coal terminal for USD 2 billion. This deal was awarded the M&A and Joint Venture Deal of the Year Award by India Business Law Journal in its Deal of the Year Awards "The team is conscientious, hard-working and very responsive. They are also tactful in dealing with stakeholders. They have a good breadth of resources for dealing with market issues." Advised the promoters of Ispat Industries Limited in relation to substantial acquisition by JSW Steel Limited followed by an open offer. The transaction was worth US$ 600 million. This deal was awarded the Capital Markets Deal of the Year Award by India Business Law Journal in its Deal of the Year Awards Advised Johnson Controls in relation to its global air conditioning business joint venture with Hitachi Appliances, Inc. (Japan) and Hitachi Limited (Japan). The joint venture is said to be world's largest commercial air conditioning provider. This deal has been recognised one of the Deals of the Year by Inhouse Community s Asian Mena Counsel in its Deals of the Year 2015 award. Advised the promoters and promoter group of Swiss Glascoat Equipment Limited, an Indian listed company, in relation to the sale of their stake to HLE Engineers Private Limited and its promoters and exit from the company in accordance with the provisions of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011 & subsequent amendments thereof. Advised Surya Children s Medicare Private Limited in relation to acquisition by Caduceus Asia Mauritius Limited. Advised Samara Capital with investment in Sahajanand Medical Technologies Private Limited. Advised Samara Capital Partners in relation to the: transfer of its stake in Asian Oilfield Services Limited, a company listed on the Bombay Stock Exchange, and engaged in rendering services in the oil and gas sector, in 2 tranches, to Oilmax Energy Private Limited. As the stake transferred represented 56.32% of the company s share capital, the transfer triggered an open offer in accordance with the takeover code; and acquisition of majority stake by the Taparia family in Guardian Lifecare, India s third largest pharmacy chain. Advised SNC-Lavalin Europe BV in relation to the sale of shares of SNC-Lavalin Engineering & Technology Private Limited ( SLET ) by SNC-Lavalin Europe BV and SNC-Lavalin Engineering India Private Limited to the management of SLET. Advised Caspia Hotels, a wholly-owned subsidiary of SAMHI Hotels Pvt Ltd., in relation to the acquisition of Ganesh Meridian Hotel in Ahmedabad, a 156-room five-star property. E c o n o m ic L a w s P r a c t i c e P a g e 7

9 F irm Prof i le E LP Advised United Technologies International Corporation Asia Pte. Ltd. in relation to its acquisition of controlling stake in Sauter Race Technologies Private Limited. Advised Essar Investments Limited in the successful acquisition of one of India's largest electronic retail company. Advised Bergen Group of Companies in relation to the acquisition of an entity based out of the UK. The transaction involved assisting the client in various aspects of the deal including technology transfer, regulatory compliance, drafting of the transaction documents including the share purchase agreement, escrow agreement etc. Advised Aircel in relation to its partnership with ICICI Bank and the global payments company, Visa to launch a mobile banking service called Mobile Money. Advised Otis Elevators (India) Company Limited in relation to the restructuring of its Joint Venture, Trio Elevators. Advised Otis Elevator Company and Otis Elevator Company (India) Limited in relation to sale of its entire [shareholding] in Information Systems Resource Centre Private Limited to Larsen & Toubro Infotech Limited. Advised Titan Industries Ltd. on its joint venture with Montblanc Services B.V. Netherlands for establishing operations in India for the purpose of carrying on business for sale of Montblanc products across India. Advised Igarashi Motors India Limited on the indirect acquisition by Blackstone Capital Partners through its acquisition of majority stake in Agile Electric Sub Assembly Pvt Ltd. Our role also included structuring the subsequent open offer. Advised D-Link Group, a market leader in end-to-end networking solutions provider in relation to the acquisition of Team F1 Networks Private Limited, a leader in embedded software engineering. Advised Triton Fund on the Indian law aspects of the acquisition of Alstom s auxiliary business globally. Assisted SAMHI Hotels Private Limited on: their joint venture with Luxury Singapore Private Limited (a Marriot entity) for development of hotels in India under the brand Fairfield by Marriot. The size of the acquisition was approximately INR 200 million. acquiring a company that owns a hotel in Ahmedabad from Royal Orchid Hotels Limited. acquiring the entire equity shareholding of Ascent Hotels Private Limited (owner of the Hyatt Regency hotel in Pune) from its existing shareholders. Advised a leading private equity investor in relation to the sale of businesses housed in a portfolio company engaged in the business of pharmaceutical and nutraceutical products, and also advised on the corporate restructuring of the portfolio company. The Legal500 Asia-Pacific Hardworking able and dependable Advised a leading private equity fund in its investment in an Indian entertainment company, a condition of which was the appointment of a promoter of the company as Managing Director of that company. Accordingly, as part of our mandate, drafted the agreement under which the said promoter was appointed to the position of Managing Director. 8 P a g e E c o n o m ic L a w s P r a c t i c e

10 E LP F irm Prof i le 2018 Advised a financial services company in India with the structuring of Employee Stock Option Scheme, including the relevant documentation and currently advising on the closure of the Scheme. Advised Action Group on a successful acquisition of coal mines in South Africa. The transaction involved liasoning with Of-counsels, analysis of South African mining regime and drafting and negotiation of transaction documents. Advised a multi-disciplinary engineering consultancy services company in relation to sale of its stake in a nonbanking financial company to French company engaged in the business of in public transport infrastructures, providing engineering and consulting services. Advised Lyriden in its purchase of shares from Ramvin Trade Private Limited held in R-Pac India Private Limited to enable R-Pac International Corporation to acquire the entire stake of its joint venture partner. Advised an individual with reference to his accession to one of the key positions in the management of a leading Indian consumer electronics company. Drafted, reviewed and negotiated the transaction documents comprising the employment agreement, key management personnel agreement, an Employee Stock Options Plan (ESOP) and a Trust Deed to constitute a private trust for the benefit of the client. Advised Solenis Chemicals India Private Limited in relation to the purchase of Connell Bros. Company (India) Private Limited s Indian pulp and paper business through the transfer of identified assets and receivables relating to the business and of identified employees of the said business, to Solenis. Advised Balasore Alloys, an Ispat group company, on the acquisition of the: business of Jabamayee Ferro Alloys Limited; and Jajpur manufacturing unit of Rohit Ferro Tech Limited, in Jajpur, Odisha. Advised Maharashtra Realty Private Limited and its shareholders and bond holders on the sale of their stake to Manpreet Realtors LLP and Ms. Bharati Ashwinkumar Dhanak. Chambers Asia-Pacific They are strategic lawyers who look at the big picture. Advised SJS Plastibends Private Limited on the acquisition of its polypropylene compounds business by Basell Polyolefins India Private Limited, Indian subsidiary of LyondellBasell. Advised a listed company with reference to disclosures required to be made by it under SEBI (ESOP and ESPS) Guidelines and reviewed the terms of the employee welfare benefit trust. Advised a leading global information services company, providing credit information and data & analytical tools in relation to receiving investment from its existing and new shareholders. Advised a leading Indian real estate development company in relation to the formation of an overseas joint venture for the construction of a residential/commercial tower and a hotel and/or serviced apartment complex. E c o n o m ic L a w s P r a c t i c e P a g e 9

11 F irm Prof i le E LP OUR PRIVATE EQUITY & VENTURE CAPITAL PRACTICE India has seen a surge in foreign direct inflows of capital into diverse sectors. While India has emerged as a preferred destination and source, investment from and to India is regulated. In this environment, ELP consistently strives to devise fully compliant, creative, practical and sophisticated solutions for its clients. ELP s Private Equity & Venture Capital team has assisted key stakeholders in private funds, including investment managers, sponsors and seed investors, lead investors, funds of funds, placement agents and co-investors. The team has represented both funds and portfolio companies on transactions, and therefore has a sound understanding of concerns from all perspectives. O U R S E R V I C E S Fund Formation ELP seamlessly leverages its team and advises on all aspects of fund formation covering jurisdiction, tax, legal, regulatory and commercial matters. The practice includes: Conceptualising and Structuring Undertaking jurisdictional analysis and structuring the transaction keeping in mind the key drivers, legal and tax implications, and regulatory parameters; and Coordinating with foreign counsel and assisting on local law matters across various jurisdictions (for e.g. Dubai, Singapore, Mauritius and the Cayman Islands). Documentation Drafting all related fund documents; and Assisting in drafting, and negotiating with Limited Partners, General Partners, Placement Agents, Service Providers and other intermediaries. Our Achievements Private Equity & Venture Capital Deal of the Year - India Business Law Journal's Deals of the Year Awards 2015 Real Estate Deal of the Year - India Business Law Journal's Deals of the Year Awards 2015 Tier 2 for Investment Funds - The Legal 500 Asia-Pacific 2016 to 2018 Leading Firm for Private Equity - Chambers Asia-Pacific 2012 to 2018 Highly Recommended for Private Equity - Asialaw Profiles 2014 to 2018 Highly Recommended for Private Equity - IFLR1000 Corporate & Financial Guide 2014 to 2018 People Related Planning Employee reward schemes and carry arrangements; Employee relocation plans; and Other tax effective compensation models to meet commercial objectives. 10 P a g e E c o n o m ic L a w s P r a c t i c e

12 E LP F irm Prof i le 2018 Regulatory and Ongoing Advice Drafting and making applications before the SEBI, the RBI, the FIPB, the CCI and other regulators for, inter alia, making applications (wherever applicable), registering funds as FVCIs, DVCFs, FIIs; Regulatory compliance, reporting and ongoing monitoring issues and governance. Chambers Asia-Pacific The team takes care of its clients, is flexible in its approach and is good at problem solving Deal Execution ELP has been known for its solution oriented approach and work under strict timelines. Our deal execution assistance includes: Transaction Related Assistance Legal and Tax Due Diligence; Capital Structuring and Repatriation; Entry and Exit Strategies; Advice on Foreign Exchange and Corporate Laws; and Inputs on Financial Models. Chambers Asia-Pacific "A group of intelligent individuals with 'real world' experience who understand the business reality of India, and assist and guide us to find a solution which is in the best interests of both parties." Transaction Documentation Drafting, negotiating and finalising all sorts of transaction documents; Advising and assisting on review of pre and post conditions precedents, corporate resolutions, and closing certificates; and Assisting in regulatory filings and/or applications necessary for transactions. E c o n o m ic L a w s P r a c t i c e P a g e 11

13 F irm Prof i le E LP O U R WO R K H I G H L I G H T S Assisted Mr. Anshuman Singh and Stellar Value Chain Solutions Private Limited (SVCSPL) with advising, negotiation and revising of the transaction documents for in relation to investment by Warburg Pincus for approximately USD 125 million in the SVCSPL. Mr. Anshuman Singh, the former chief executive officer of Future Supply Chain Solutions Limited, had set up SVCSPL. Given that the company had just been incorporated and the investment was primarily owing to Mr. Singh s experience, the investment involved complex structuring including various securities such as optionally convertible debentures, compulsorily convertible preference shares and equity shares. ELP assisted Mr. Singh in structuring the transaction and negotiating the transaction documents. Advised New Vernon Private Equity Limited and Hilson Estates Limited with advising, negotiation and revising of the transaction documents for its exit from Carwel Estates Limited. New Vernon Private Equity Limited, along with Carton Infrastructure Limited, had invested in Carwel Estates Limited, a company also incorporated in Mauritius. Carwel Estates Limited sold its entire shareholding in Faery Estates Private Limited, an SPV incorporated in India for the development of the SP Infocity IT Park in Chennai, to Canada Pension Plan Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture company SPREP Pte. Limited, a company incorporated in Singapore. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Deal Value was USD 220 million. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Advised New Silk Route Advisors with advising, negotiation and revising of the transaction documents for its exit from Destimoney Enterprises Private Ltd. Carlyle acquired Destimoney Enterprises Private Ltd from Destimoney Enterprises Limited, Mauritius through Quality Investment Holdings, Mauritius. The deal also involved an indirect acquisition of 49% stake in Punjab National Bank Housing Finance Limited, which was held by DEPL. Further, the transaction involved hiving off six subsidiaries of the DEPL. We also assisted with the approval required from the Competition Commission of India. This is said to be Carlyle s first major buyout in India. This deal has been recognised as the Private Equity & Venture Capital Deal of the Year by India Business Law Journal in the Deal of the Year Awards Assisted Google Capital with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Girnar Software Private Limited. The company along with its associate entities is the owner of auto portals CarDekho.com, Gaadi.com and Zigwheels.com. Assisted Mayfield FVCI, Ltd and Sequoia Capital with due diligence, negotiation and drafting of the transaction documents for its investment in Knowlarity Communications Holdings Pte. Ltd. The investment was made in the Singapore Company, which is an affiliate of the Indian company holding the license from Department of Telecommunications (DoT). Deal value was USD 11,000,000. Advised Ambit Pragma Fund II with due diligence, negotiation and drafting of the transaction documents for its investment in Vidal Healthcare Services Private Limited. The company has a number of subsidiaries in India and outside India which are regulated by the insurance regulator. Deal Value was INR 600 million. 12 P a g e E c o n o m ic L a w s P r a c t i c e

14 E LP F irm Prof i le 2018 Assisted Samara Capital Partners Fund I Limited with negotiation and revising of the transaction documents for its exit from Asian Oilfield Services Limited, a company listed on the Bombay Stock Exchange. Deal Value was INR 300 million. Assisted Samara Capital Partners Fund I Limited with negotiation and revising of the transaction documents for its exit Guardian Distributors Private Limited. The exit was pursuant to restructuring of the various entities resulting in consolidation of retail and wholesale business. Assisted Samara Capital Partners Fund I Limited with negotiation and drafting of the transaction documents for its investment in Oilmax Energy Private Limited. Deal Value was INR 1000 million. Assisted Edelweiss private equity arm, Ecap Equities Limited with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Bridgei2i Analytics Solutions Private Limited. Deal Value was INR 210 million. Assisted Edelweiss private equity arm, Ecap Equities Limited with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Rockdude Impex Private Limited. Deal Value was INR 100 million. Assisted SAMHI Hotels Private Limited with advising, negotiation and revising of the transaction documents for investment by Goldman Sachs Investments Holdings (Asia) Limited in SAMHI Hotels Private Limited pursuant to restructuring. The restructuring of the shareholding was a complex exercise as the previous security structure took into account the incentive to the founders of SAMHI. New options had to be structured to ensure that they receive the same level of incentive in a manner compliant with applicable law. Deal Value was INR 4,400 million. Advised SAMHI Hotels Private Limited with due diligence, advising, negotiation and drafting of the transaction documents for its acquisition of Ascent Hotels Private Limited. The acquisition involved separate negotiations with the different shareholder groups. Furthermore, the transaction was to be structured in such a way that simultaneous with the acquisition of the Company, the Company availed financing from lenders in order to repay its existing facilities in a manner satisfactory to the lenders. Advised Ambit Pragma Fund Scheme I and APF I (Mauritius) Limited with negotiation and revising of the transaction documents for its partial exit from Spear Logistics Private Limited by selling a part of their stake to FM India Supply Chain Private Limited, an Indian subsidiary of a French logistics company. Deal Value was INR 860 million. Advised Tano India Private Equity Fund II with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Windlas Biotech Limited. Deal Value was USD 12 million. Advised Samara Capital with advising, negotiation and revising of the transaction documents for its partial exit from Asian Institute of Gastroenterology Private Limited. Deal value was INR 2,500 million. Advised Mayfield FVCI Ltd, and Nexus India Direct Investments II with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Sohan Lal Commodity Management Private Limited. Deal Value was INR 900 million. E c o n o m ic L a w s P r a c t i c e P a g e 13

15 F irm Prof i le E LP Advised Mayfield FVCI Ltd with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Securens Systems Private Limited. Deal Value was INR 180 million. Advised Karadi Path Education Company Private Limited with advising, negotiation and revising the transaction documents for availing investment from Pearson Affordable Learning Fund and Aavishkaar India II Company Limited. Deal Value was USD 2.3 million. Advised Mayfield, Kalaari Capital Partners II, LLC and Helion Venture Partners III, LLC with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Simplilearn Solutions Private Limited through the issuance of Series C participatory cumulative compulsorily convertible preference shares by the Company by way of rights issue. Deal value was INR 900 million. The company is engaged in the business of carrying on online education and training on the web and any other mode of communication platform, online testing, tutorial, online interactive classes and learning management implementation. The noteworthy aspect of this transaction was the interplay of Mayfield s rights as a new investor vis-à-vis all existing rights of current investors i.e. Kalaari and Helion. Advised Oman India Joint Investment Fund with due diligence, advising, negotiation and drafting of the transaction documents for its investment in SSIPL Retail Limited by purchasing equity shares from several existing investors and primary investment in equity shares. Deal Value was INR 700 million. Advised Milestone Real Estate Fund with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Domus Greens Private Limited, a company incorporated to develop a real estate project in Noida, on land leased from the Greater Noida Industrial Development Authority, by subscription to optionally fully convertible debentures of the company. The investment included equity shares and secured debentures resulting in effectively structuring a secured exit mechanism for investors. Deal Value was INR 500 million. Advised Piramal Enterprises Limited with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Acme, a company incorporated to develop a residential project named OASIS. Piramal has invested by subscribing to non-convertible debentures of Acme. Deal value was INR 950 million. Assisted Ivycap Ventures Trust Fund - I with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Sokrati Technologies Private Limited, a company engaged in the business of providing technology, products and platforms, analytics and consulting solutions in the advertising and marketing space globally. Investment was pursuant to subscription of compulsorily convertible preference shares and ewquity shares for a deal value of INR 180 million. The noteworthy aspects of this transaction were the challenges faced in ensuring parity of rights between IvyCap and Inventus, and balancing the minority protection provisions, with the right of the Company to carry on its business and management as it sees fit. Assisted Tano Fund with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Arohan Financial Services Private Limited through the issuance of compulsorily convertible preference shares and equity shares by the Company by way of preferential allotment. The company is engaged in the business of a non-banking finance company microfinance institution, carrying on lending activities under priority sector lending in accordance with the relevant regulations of the Reserve Bank of India. The deal value was approximately INR 600 million. 14 P a g e E c o n o m ic L a w s P r a c t i c e

16 E LP F irm Prof i le 2018 Assisted Tano Capital with due diligence, advising, negotiation and drafting of the transaction documents for its investment in MSH Sarees Private Limited. The company is engaged in the business of manufacture, processing, buying, selling of fabric and garments and sale of women s ethnic wear consisting of sarees, salwar suits, dress materials, lehengas, shawls, scarfs and blouses in India and elsewhere. The noteworthy aspects of this transaction were the challenges faced in structuring mechanisms to consolidate the international business of the company and identifying means to adapt the rigors of private equity investment to the unique commercial features of the textile manufacture and trade sector in India. Deal Value was INR 350 million. The Legal500 Asia-Pacific Assisted Somerset Indus Healthcare Fund I, Lotus Management Economic Laws Practice advises on the full Solutions and Express Clinics Private Limited with advising, gamut of fund formation, investments and negotiation and drafting of the transaction documents with exits. investment by Davita Healthcare Partners, a Fortune 500 Company. The company is engaged in the business of providing quality healthcare services (including creating a branded chain of clinics across major metros, Tier I and Tier II towns of India). The noteworthy aspects of this transaction were the challenges faced in trying to (1) identify the specific terms applicable to strategic investments in relation to the Company; and (2) bring out the principle of reciprocity agreed by the parties. Deal Value was approximately INR 1,360 million. Assisted Somerset Indus Healthcare Fund I and Lotus Management Solutions with negotiation and drafting of the transaction documents with investment by FIL Capital Investments (Mauritius) II Limited in Cygnus Medicare Private Limited through subscription and purchase of Series B compulsorily convertible preference shares. The company is engaged in the business of (i) providing tertiary care and multi-specialty care through asset light branded chain of hospitals in India and abroad; (ii) and establishing, operating, running, managing hospitals in India and abroad. The noteworthy aspects of this transaction were the challenges faced in carrying out a rights issue to Somerset, Lotus and Fidelity, and ensuring parity of rights between the Series A and Series B investors without adversely affecting either. Deal Value was INR 500 million. Assisted the promoters and SENCO Gold Limited in negotiation and finalisation of transaction documents for investment by SAIF Partners India IV Limited for subscribing compulsorily convertible preference shares and equity shares. Deal Value was INR 800 million. Assisted Mayfield XII Mauritius with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Amagi Media Labs Private Limited. Deal Value was INR 750 million. Assisted Mayfield FVCI Ltd with due diligence, advising, negotiation and drafting of the transaction documents for its investment in Securens Systems Private Limited. Deal Value was INR 300 million. Assisted Mayfield FVCI Ltd and Canaan VIII Mauritius with due diligence, advising, negotiation and drafting of the transaction documents for its investment in India Property Online Private Limited. Deal Value was INR 750 million. Also advised the clients in relation to their Series B investment in the company along with Bertelsmann Netherland B.V. Advised Ambit Pragma Fund in relation to its: E c o n o m ic L a w s P r a c t i c e P a g e 15

17 F irm Prof i le E LP stake sale in Beams Hospital Private Limited and making a fresh investment in NU Cosmetics Clinic Private Limited. investment in Teamworks Arts Private Limited, a company engaged in the business of developing, producing, and hosting live entertainment shows including festivals, music concerts, and theatre shows. investment in Mehta Frozen Foods Carrier Private Limited, a Chambers Asia-Pacific leading provider of integrated cold chain solutions in India. Advised Oman India Joint Investment Fund in relation to its investment in: They're strong in negotiations and up to speed on relevant market trends." Beaver Engineering & Holdings Limited, a qualified professional licensed engineering consulting firm. Solar Industries Limited, a listed Indian company and one of the largest manufacturers, suppliers and exporters of commercial explosives. National Commodity & Derivatives Exchange Limited, a professionally managed online multi commodity exchange based in India, by purchase of equity shares from Jaypee Capital Services Limited. Assisted SAMHI Hotels Private Limited on: receiving an investment of INR 1.26 billion from International Finance Corporation. receiving investments of about USD 150 million from Equity International and GTI Capital Advised a leading private equity fund in relation to its investment in a company engaged in the oil and gas sector. Advised Acme Housing India Private Limited in relation to investment by Piramal Enterprises Limited for the development of a residential project named OASIS together with M/s Glomore Constructions. Advised Amalfi Realty Private Limited, a Clover Group company in relation to receiving investment from PREI Fund. Advised Wadhwa Residency in relation to divestment of sakes by IIRF India Realty, IL&FS Trust Company and Precilion Holdings from its project. Advised NSR Alpha PE Mauritius, LLC in its acquisition of a minority stake in a public sector housing finance company. Advised Surya Children s Medicare Private Limited, which runs paediatric hospitals in Mumbai, in relation to the investment by Caduceus Asia Mauritius Limited. Chambers Asia-Pacific Regularly handles fund formation and transactional work, supported by a highly regarded tax team. Advised Somerset Indus Capital Partners in relation to the investment in Prognosys Medical Systems Private Limited, a Bangalore based company engaged in the manufacture of medical imaging equipment. Advised Milestone Real Estate Fund in relation to its investment of INR 650 million in Domus Greens Private Limited, a company incorporated to develop a real estate project in Noida, on land leased from the Greater Noida Industrial Development Authority. 16 P a g e E c o n o m ic L a w s P r a c t i c e

18 E LP F irm Prof i le 2018 Advised ID Fresh Food (India) Private Limited in relation to receiving investment from Helion Venture Partners III LLC. Advised Monsoon Capital Advisors Private Limited in relation to setting up an Alternative Investment Fund (Category III). Advised India Infoline Finance Limited in relation to setting up an Alternative Investment Fund (Category II and III). Advised various international real estate funds sponsored by HDFC Property Fund in relation to its investment in Friends Development Corporation (Imperia) Private Limited, a company primarily engaged in the business of development of real estate. Advised Glass Wall Systems (India) Private Limited and its Promoters in relation to receiving investment from Motilal Oswal Private Equity Fund. Advised HDFC Property Venture and Old Lane in its investment transaction in a commercial project in Mumbai, India. Advised India Infrastructure Fund in their investment into two companies engaged in the infrastructure sector in India. Chambers Asia-Pacific Represented Naman Builders Private Limited, a real estate company in raising funds from a foreign private equity investor. "They have tremendous expertise in this area." Advised Marketcity and Entertainment World Developers in its transactions where a German fund made investments in the various real estate projects developed by the client in diverse locations across India, including Mumbai, Chennai, Bhopal, Raipur, Jabalpur, Chandigarh etc. Advised a US-based private equity fund on divestment of stake from: a leading global software solutions company by selling its shares to a strategic private equity investor. a company engaged in manufacturing and sale of certain spices. a company in the media sector. Advised a leading real estate company in relation to divestment by a venture capital firm by purchasing shares invested in its promoter company. A leading global information services company, providing credit information and data & analytical tools in relation to receiving investment from its existing and new shareholders. Advised an India focused private equity firm in a high-tech Super Specialty referral hospital. E c o n o m ic L a w s P r a c t i c e P a g e 17

19 F irm Prof i le E LP OUR SECURITIES LAWS & CAPITAL MARKETS PRACTICE ELP has an active Securities Law & Capital Markets practice covering the entire spectrum of capital markets activities for listed companies. Our lawyers have significant experience in transaction structuring, transaction advisory and regulatory matters. Being result oriented, our approach focuses on building a deep understanding of every client's requirements and the complexity of their transactions in order to offer effective legal solutions. Our Securities Laws & Capital Markets team acts as domestic counsel to fund raising programs such as IPOs, QIB placements, rights offerings, Institutional Placement Program, follow-on public offers. The team also acts as legal advisors to acquirers and/or merchant bankers in public takeovers, Our Achievements corporate restructuring (buy -backs, delisting, relisting, mergers, reverse mergers, demergers). We have advised promoters and Highly Recommended for Capital Markets institutions on dealings in secondary markets including block deals IFLR1000 Corporate & Financial Guide 2015 to and have undertaken regulatory audits of listed companies We regularly advise clients on securities law issues pertaining to insider trading laws, disclosures under the listing agreements to mitigate the possibility of litigation arising out of unfair trade practices in the securities market and on corporate governance issues. The team handholds unlisted companies and their promoters by providing guidance from the preparatory stage for an IPO down to meeting all the post - IPO disclosure obligations. Recommended for Capital Markets Asialaw Profiles 2016 to 2018 Leading Firm for Capital Markets The Legal 500 Asia-Pacific 2016 to 2018 Due to unparalleled understanding of securities regulations, ELP also provides advisory services to market intermediaries and/or investors like mutual funds, foreign institutional investors, stock brokers, merchant bankers, portfolio managers, depository participants etc. in the area of regulatory compliances that is prescribed by the Securities and Exchange Board of India. Our team also provides legal assistance by representing clients before the investigating authorities, the adjudicating officer and the Securities Appellate Tribunal. O U R S E R V I C E S Substantial acquisition of shares and/or control (takeover) of a listed company and open offer; Voluntary delisting by promoters and squeezing minority post delisting; Company buybacks; Amalgamations/demergers/restructuring involving listed companies; Offer for sale by promoters through stock exchange; IPOs by unlisted companies (main board and SME); 18 P a g e E c o n o m ic L a w s P r a c t i c e

20 E LP F irm Prof i le 2018 Fund raising including Follow-on public issue, Rights issue, Institutional Placement Program, Preferential issues and QIPs placement; Setting up of intermediaries Like stock brokers, mutual funds, Flls and sub-accounts, investment advisors, alternate investment funds and portfolio managers; The Legal500 Asia-Pacific Advising intermediaries and companies on regulatory issues; The firm has a well-established capital Issues pertaining to Insider Trading; markets team, which also has expertise in financial regulatory matters. Forensic audit of changes in shareholding of promoters and others in a listed company; Appearing before SEBI Adjudicating Officer, Securities Appellate Tribunal; Advising on regulatory issues being faced during inquiry and investigation; Consent mechanism (compounding of offences); ESOPs for listed companies; Informal guidance; Takeover panel exemption; Public issue and private placement of debt securities by listed and unlisted companies; and Representation of clients before the investigating authorities, the adjudicating officer and the Securities Appellate Tribunal. E c o n o m ic L a w s P r a c t i c e P a g e 19

21 F irm Prof i le E LP O U R WO R K H I G H L I G H T S Acted for Jet Airways (India) Limited as co-counsel on the acquisition of twenty four percent (24%) stake by Etihad Airways in Jet Airways India Limited. ELP was involved in all aspects of the transaction, including FEMA, capital markets, aviation and competition laws. The capital markets team advised on all the securities laws aspects surrounding the transaction, including all the relevant SEBI regulations. The transaction was worth US$900 million. This deal was awarded the M&A and Joint Venture Deal of the Year Award by India Business Law Journal in its Deal of the Year Awards It has also been awarded as the Deal of the Year in Inhouse Community s ASIAN- MENA COUNSEL Deal of the Year 2013 Awards. Advised Johnson Controls in relation to its global air conditioning business joint venture with Hitachi Appliances, Inc (Japan) and Hitachi Limited (Japan). ELP assisted Johnson Controls, Asialaw Profiles Inc. (USA) with structuring of the transaction, drafting of Public Announcement, detailed Public Statement and Letter of Offer; and Very professional and practical advised on aspects relating to transaction, time-lines and other services. obligations under the Takeover Regulations and applicable securities law. The joint venture is said to be world's largest commercial air conditioning provider. Advised Igarashi Motors India Limited in relation to the indirect takeover by Blackstone Capital Partners through purchase of shares of Agile Electric Sub Assembly Private Limited resulting in a trigger of an open offer to the public shareholders of IMIL. The capital markets team advised on structuring the open offer from Indian securities laws perspective. Advised a leading automotive and industrial lubricant manufacturing listed company in relation to the reduction of share capital Our role involved conceptualizing and assisting the board of directors in making the decision; working with the client on documentation and other resolutions; advising and briefing the outside counsel for representation before the Bombay High Court; and assisting in completing filings with SEBI and Registrar of Companies. Advised Ashapura Intimates Fashion Limited on the Initial Public Offer on the SME Platform of the BSE Ltd. This is amongst the few companies (22nd) to get listed on the BSE SME Platform. Advised Hiten Khatau Group on the voluntary delisting of Cable Corporation of India Limited in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, by the promoters (Hiten Khatau Group) from the Bombay Stock Exchange. Advised Nitta Gelatin (India) Limited in relation to the planning and structuring for the bonus issue and subsequent dilution by the promoters of their excess stake in the Company to comply with the Minimum Public Shareholding requirements laid down by SEBI. Regularly representing Securities and Exchange Board of India (SEBI) in certain contentious litigation matters before the Securities Appellate Tribunal, High Court and the Supreme Court in matters pertaining to Collective investment Schemes (Maitreya Services Private Limited and Osian Art Fund), Insider trading, fraudulent and unfair trade practices etc. 20 P a g e E c o n o m ic L a w s P r a c t i c e

22 E LP F irm Prof i le 2018 Advised an Indian financial distributors' body in relation to the formation of an organisation; formulating the governing norms of a self-regulatory organization; and related applications for regulatory approval. Advised a leading multinational product manufacturing company in relation to stock exchange disclosure norms and strategies relating to customs related issues. Advised a global provider of managed communications services in relation to specific issues regarding Insider Trading and American Depository Receipts. The Legal500 Asia-Pacific Advised a company engaged in creating, developing and managing regional shopping centres on consolidation of shareholding of the Economic Laws Practice is Promoters in their respective family trusts. recommended for its capital markets Advised one of the world's leading camshaft manufacturing company in relation to a proposed investment by a foreign institutional investor in to-be listed non-convertible debentures. Advised a leading Indian footwear manufacturing company in relation to filing of offer documents with SEBI for the purpose of an IPO. E c o n o m ic L a w s P r a c t i c e P a g e 21

23 F irm Prof i le E LP OUR COMPETITION LAW & POLICY PRACTICE ELP houses one of India's leading Competition Law & Policy practices, operating from Delhi and Mumbai. We have been closely involved in the evolution and continuing growth of jurisprudence under India's new competition regime and have actively collaborated with the Competition Commission of India ( CCI ) on various advocacy and regulatory initiatives. We have successfully represented the CCI between 2009 and 2011 before various courts in India and played a vital role in developing the jurisprudence that currently governs the operation of competition law in India today. ELP was also part of the "Law Firm Working Group" formed by the Ministry of Corporate Affairs to give a final shape to the merger regulations of the country. Our Achievements Our dedicated Competition Law & Policy team, consisting of Competition & Antitrust Law Firm of the Year experienced lawyers and economists, has been engaged in - India Business Law Journal's Indian Law representing national and multi -national clients in a diverse range of Firm Awards 2013 to 2018 sectors including information technology, pharmaceuticals, fibre cement sheets, ports, power, steel, automobile manufacturing, automotive components, natural gas industry and sports. Our team advises on a full range of competition law matters, including merger control, anti - competitive agreements, including cartel enforcement, Best Competition/Antitrust Law Firm of the Year - LegalEra Awards 2016 Top Tier for Antitrust & Competition The Legal 500 Asia-Pacific 2017 & 2018 abuse of dominance, competition advisory, competition audit and compliance. We have worked with the Department for International Development to re-write the competition and consumer laws in the Band 2 for Competition/Antitrust - Chambers Global & Chambers Asia-Pacific 2016 to 2018 Islamic Republic of Afghanistan. Highly Recommended for Competition/Antitrust - Asialaw Profiles Our integrated litigation and regulatory practice, which work together 2014 to 2018 seamlessly, gives us and our clients an edge in contentious work. The team regularly acts for complainants and for defendants in various conduct/ behavioural inquiries before the CCI, the Competition Appellate Tribunal ( COMPAT ) and the Supreme Court of India and are currently representing clients in some of the most contentious investigations that are currently underway in India. O U R S E R V I C E S Anti-Competitive Agreements The Competition Act, 2002 (the Competition Act) empowers the CCI to scrutinize agreements - both horizontal and vertical, to see whether they result in an appreciable adverse effect on competition in the relevant market in India. Our team has advised numerous domestic and international companies in a number of sectors, on the compatibility of provisions contained in supply and distribution agreements, as well as other exclusive arrangements, cartel investigations, joint ventures etc. for compliance with the provisions of the Competition Act. Abuse of Dominant Position Preventing abuse of dominant position appears to be one of the key focus areas of the CCI s enforcement policy. ELP s Competition Law & Policy team has handled the first abuse of dominance case in India, on behalf of the complainant, where the CCI found in favour of the complainant and continues to represent various enterprises for an alleged abuse 22 P a g e E c o n o m ic L a w s P r a c t i c e

24 E LP F irm Prof i le 2018 of dominance claim before the CCI, COMPAT and the Supreme Court of India. We have also advised several domestic and foreign firms with significant market power in designing their pricing and discount programmes. These clients range from sectors such as information technology, polymer and automotive components. Merger Control ELP being a full service law firm, is able to provide its clients varied range of services from start to the end of a transaction, which entails identifying competition law issues at the due diligence stage, determining application of merger control provisions in the earlier stages and preparing merger filings for it to be filed with the CCI at the start of the trigger to save timelines and get expedited approvals. The team is able to offer comprehensive merger control guidance, including: advice on structuring of transactions for the purposes of merger control; applicability of merger control provisions on transactions and where required, filing merger notifications with the CCI, including preparation of merger filings, follow-up responses to questions raised; preparing detailed economic market analysis, including engaging an economist (where required) to be presented to the CCI as part of the notification; and conducting pre-merger consultations with the CCI to seek clarity on contentious issues. Our practice group has worked closely with domestic and multinational enterprises to provide advice on various aspects of the merger control regulations. Members of our team have worked on various merger notifications, including some complex Form II merger notifications filed with the CCI. India Business Law Journal s February 2016 Issue ELP provided first-rate advice on competition and antitrust, I would happily use them again for such work, said Jonathan Stevens, head of legal risk management at Atos. Cartel Investigations With a threat of heavy fines and wide powers of search and seizure enjoyed by the CCI, several large corporations are wary of potential cartel investigations. ELP s Competition Law & Policy team has represented clients in the most high profile cartel investigations commenced by the CCI in allegations relating to anti-competitive horizontal agreements and cartels. Our team also advises clients on potential cartel investigations and provides solution-oriented advice on steps to be taken to avoid scrutiny by the CCI. The team is currently advising certain clients on filing 'information' before the CCI on cartelization as part of a broader leniency strategy and is representing various entities in pending cartel investigations before the CCI and COMPAT. Competition Litigation ELP has been involved in contentious competition matters since the commencement of the new competition law regime in India. We have represented the CCI in its first ever case before the Supreme Court of India where it was able to successfully challenge the order of the COMPAT in a landmark decision. Some other milestone cases handled by the E c o n o m ic L a w s P r a c t i c e P a g e 23

25 F irm Prof i le E LP firm include representing the CCI as counsel in a writ petition filed by Kingfisher Airlines at the Bombay High Court. Our extensive competition litigation practice includes not only dealing with the CCI and making filings and pleadings before the CCI and COMPAT but also representing clients before various High Courts or the Supreme Court of India, as and when required. Competition Compliance Programmes ELP s Competition Law & Policy team offers tailor made "Competition Compliance" programmes to its clients. Such a competition compliance review program assists enterprises in understanding the various requirements of the Competition Act and taking steps to ensure that business is conducted in accordance with such requirements. A typical competition compliance programme undertaken by ELP includes Chambers Asia-Pacific We have confidence in them and we like their approach. They go into a lot of depth and involve a range of personnel, including economists and marketing analysing provisions in standard agreements, structuring discount and folk, before the approach is finalised. pricing schemes, preparing for dawn raids, re-drafting corporate communications and various other functions in the day-to-day business of a company. Our team conducts the competition review on the basis of a structured questionnaire and ensures that companies are made aware of areas of risk in their operations and are taking steps to ameliorate those risks. O U R WO R K H I G H L I G H T S Anti-Competitive Agreements Advising one of the world s largest liner shipping companies on certain vital policy and regulatory issues in India arising inter alia under the Indian competition law. Advising one of the world's largest ports and shipping terminals operator on competition law issues arising out of its agreements with shipping companies in India. Advising one of India's largest cement companies on competition law issues arising out of the terms of its distributor and supply agreements. Advising one of the largest IT companies in the world on changes to its sales model and launches of its new products in India. Advised one of the leading cement manufacturing company in relation to an alleged cartel investigation Advised a leading international airline for an alleged cartel investigation and got a favourable order from the CCI. Advised one of India's leading pharmaceutical manufacturers in relation to exclusive purchase obligations with a global manufacturer of API. Advising one of the world s leading pharmaceutical manufacturers in relation to its co-marketing and IP licensing agreements with local Indian players. 24 P a g e E c o n o m ic L a w s P r a c t i c e

26 E LP F irm Prof i le 2018 Successfully represented one of India's oldest automobile manufacturers in an investigation relating to vertical restraints imposed upon original equipment suppliers and on sales of auto components in the after-market. Advised one of India s leading oil and gas corporations in relation to non-compete terms contained in existing joint venture agreements and various options available to settle ongoing issues relating to the same. Advising and representing the Organization of Pharmaceutical Producers of India before the CCI and currently the COMPAT in relation to allegations of anti-competitive practices on the All India Organization of Chemists and Druggists. Advising and representing Novartis in multiple investigations currently pending before the CCI. Advising and representing Eris Lifesciences Private Limited, a leading Chambers Asia-Pacific domestic pharmaceutical manufacturers in several cases pending investigation before the CCI. Their subject matter expertise is very good, as is their understanding of the Cartel Investigations law and their ability to apply it to the practical aspects of the case. Represented one of the largest Direct to Home (DTH) TV service providers in India before the CCI in Case No.2/2009 pertaining to alleged anti-competitive tie-in arrangements and obtained a favourable order for the client. Represented India's largest film producer in Case No.1/2009, the first ever cartel investigation taken up by the CCI, initiated at the behest of the Multiplex Operators' Association of India. Represented a major multinational pharmaceutical company on allegations of vertical cartelization in the pharmaceutical industry in an investigation by the Director General, CCI. Represented a major industry player in the asbestos sheet industry on an investigation of alleged cartel behaviour, taken up suo-moto by the CCI. Advised a reputable advertising agency to reach a consensus on the TV audience measurement issue. Abuse of Dominant Position Successfully represented Atos Worldline in a complaint filed before the CCI relating to abuse of dominant position by Verifone India Sales Private Limited and Verifone Systems Inc. Represented Pan India Infraprojects Pvt. Ltd., the promoters of the India Cricket League before the CCI in a case against Board for Control of Cricket in India for abuse of dominant position in the market for organisation of private professional league cricket in India. Representing Telefonaktiebolaget LM Ericsson in the first ever cases before the CCI on issues arising out of licensing of Standard Essential Patents (SEPs) and compliance with FRAND commitments. E c o n o m ic L a w s P r a c t i c e P a g e 25

27 F irm Prof i le E LP Successfully represented one of India's largest port & terminal operators in an abuse of dominance investigation at the CCI. Represented a leading conglomerate in relation to an abuse of dominance claims before the CCI in the natural gas industry. Advised and represented a city gas distribution operator in an abuse of dominance claim before the CCI, this is one of the first cases before the CCI concerning the IT industry and involves issues relating to intellectual property rights (Trademarks). Representing Google Inc., Google Ireland & Google India Pvt. Ltd. on allegations of abuse of dominance. Represented a multinational computer hardware manufacturer in an investigation on abuse of dominant position by leading global computer chip manufacturer. Represented several national level hockey players in a complaint of abuse of dominance against Hockey India before the CCI. Chambers Asia-Pacific Merger Control A very dynamic firm that is fully conversant with bridging economics Members of our team have been part of various merger filings made into the law. with the CCI and have been part of some complex Form II merger notifications filed with the CCI to date, including representing one of the leading cement companies in its acquisition of its competitors cement manufacturing plants. Advised and represented Johnson Controls, Inc. and Hitachi Appliances, Inc. in relation to the combination notice before the CCI for the global acquisition of Heating Ventilation and Air Conditioning business of Hitachi. This transaction forms a part of Johnson Controls, Hitachi Appliances, Inc. (Japan) and Hitachi Limited (Japan) master transaction agreement to establish a joint venture. Advised and represented Destimoney Enterprises Private Limited in relation to the combination notice for the acquisition of 100% shareholding of its shareholding by the Carlyle Group, resulting in the indirect acquisition of 49% stake in PNB Housing Finance. Advised and represented E.I. du Pont de Nemours & Company before the CCI in relation to the global acquisition of the chloroprene rubber business of E.I. du Pont by a joint venture company, Denka Performance Elastomer LLC ( JV ), incorporated by Denki Kagaku Kogyo Kabushiki Kaisha. Represented various Japanese companies relating to transactions involving acquisition and joint venture before the CCI. Represented one of the leading city gas distribution companies in its acquisition of a majority stake in another city gas distribution company, operating in different geographical market. Chambers Asia-Pacific This compact practice punches above its weight to forge a solid reputation in the competition arena. 26 P a g e E c o n o m ic L a w s P r a c t i c e

28 E LP F irm Prof i le 2018 Advised one of the world s largest internet search engine providers on its acquisition of a leading mobile phone manufacturer. Advised the combining parties on the preliminary aspects of compliance with the Indian merger control provisions in a trans-border M&A between two of the world's largest Russian potash manufacturers. Advised one of India's largest private power generation companies on preliminary aspects of merger review. Advised one of India's largest conglomerates on several proposed intra-group mergers and acquisitions. Advised a US based company on its proposed joint venture with another US based company for manufacture of methanol. Advised one of India s leading oil and gas corporations on merger control aspects of a proposed joint venture. Advised the Ispat group of companies in relation to the combination notice to acquire the assets, liabilities and operations of an undertaking and/or plant of Rohit Ferro-Tech Limited in Jajpur, Odisha. Chambers Asia-Pacific I would rate the quality of the work as outstanding they take pains to understand the issue on hand and give an opinion in a well-researched, comprehensive and structured manner. Advised and represented India s leading Indian cinema exhibition company in relation to an acquisition which led to the acceptance by the Competition Commission of India of a hybrid behavioural and structural remedies package. E c o n o m ic L a w s P r a c t i c e P a g e 27

29 F irm Prof i le E LP OUR LITIGATION, ARBITRATION & DISPUTE RESOLUTION PRACTICE ELP has been consistently recognised as one of the leading Litigation, Arbitration and Dispute Resolution firms in the country and our Partners are recognized as leading individuals in this space in India. The areas covered by the practice extend across all avenues including corporate disputes, commercial disputes, regulatory disputes, tax disputes, domestic & international arbitration and white collar crimes. Our Litigation, Arbitration and Dispute Resolution practice is built on the strength of a team that is not only at the cutting edge of legal knowledge and research skills, but has also mastered the art of advocacy. Each team member is acknowledged to consistently deliver results. The team prides itself on diversity and depth of experience and represents clients across fora and practice areas from inquiry & investigation stages right up to the Supreme Court of India, playing a dual role of Solicitor and Counsel, which sets us apart from other practices in India. O U R S E R V I C E S Commercial Litigation ELP has established itself as one of the most competent and unique commercial litigation teams in India. Our approach is always tempered with understanding of clients' businesses and the commercial exigencies that lead them to litigation. The approach is to devise a comprehensive strategy from the outset of every case. We have often successfully obtained interim reliefs for our clients within a span of 24 to 48 hours from being briefed of the crisis faced by them. Our Achievements Regulatory Litigation ELP is recognized as the first choice for clients facing regulatory issues. Our team frequently handles complex cases, where client's interests are threatened by regulatory action or faced with compliance issues. We have been representing clients in various fora such as the SAT, TDSAT, Electricity Tribunal, RBI, and National Green Tribunal. We have also helped clients in defending themselves effectively before various regulatory and criminal investigating agencies including the CBI and EOW. We often advise and represent clients in matters involving allegations of white collar crime such as corruption, fraud, cartel defence and corporate investigations. Arbitration ELP is recognized internationally as a thought-leader in India for arbitration. The team is sought out for its knowledge, which is demonstrated by the very recent appreciation received from industry stalwarts as well as professionals for its Analysis of the Amendments to Recognised as one of the world s top specialist arbitration firms, and amongst the only five firms in India that have been recognised and recommended for arbitration expertise - Global Arbitration Review s GAR100 (9 th, 10 th & 11 th Edition) Dispute Resolution Law Firm of the Year - India Business Law Journal's Indian Law Firm Awards 2015 Best Dispute Resolution Law Firm of the Year Legal Era Awards 2015 Top Tier for Dispute Resolution - The Legal 500 Asia-Pacific 2009 to 2018 Leading Firm for Dispute Resolution Chambers Global & Chambers Asia-Pacific 2010 to 2018 Highly Recommended for Dispute Resolution - Asialaw Profiles 2014 to 2018 International Arbitration Firm of the Year, 28 P a g e E c o n o m ic L a w s P r a c t i c e India - Inhouse Community's ASIAN-MENA COUNSEL Firms of the Year 2012 Awards

30 E LP F irm Prof i le 2018 Arbitration and Conciliation Act, We have represented clients in proceedings before various institutions such as the ICC, LCIA, LCIA India, SIAC, LMAA, GAFTA, KLRCA, etc. and in Ad-hoc proceedings around the world, with amount in disputes ranging from a few millions to billions of dollars. Our approach to commercial disputes has ensured most effective representation of our clients as often these disputes require industry-specific knowhow. ELP offers its expertise in various sectors such as infrastructure, energy, construction, international trade, government contracts, admiralty, insurance, and product liability. We also take pride in offering cost effective services to our clients in less sizable disputes by efficient staffing. Tax Litigation Tax litigation has been the forte of ELP since its inception. ELP handles over 400 cases on an annual basis dealing with Customs, Excise, Service Tax, VAT, Foreign Trade Policy, Transfer Pricing and other allied laws, rules & regulations. Professionals at ELP appear before various authorities ranging from Commissioners to various High Courts and the Supreme Court of India. Admiralty & Maritime ELP has been at the forefront of new developments in Maritime laws in India. The team has successfully maintained action in rem for Charterer's failure to pay for bunkers, against bunkers for wrongful arrest of vessel in a foreign jurisdiction; and for a Cargo Receiver (non-chartering) for the damage caused to cargo by ingress of sea water. We have also successfully acted for sub-charterers in defending a claim in arbitration on account of restraint of princes, and in various cases of force majeure; and have represented clients in one of the biggest cases of liability for damage caused at sea. Dispute Management ELP offers disputes expertise to clients from the very inception of their commercial activities. Our team has been involved with many of clients' projects during their entire term and effectively safeguarded their interests through timely strategic inputs. Our team anticipates, prevents, and minimizes exposure of clients to potential disputes thereby significantly reducing costs and increasing operational efficiency. The team s expertise in dispute management permeates our entire dispute resolution offering and we take pride in seeking alternate commercially beneficial solutions for our clients. O U R WO R K H I G H L I G H T S Commercial Litigation Advising and representing two group companies of one of India s largest business houses in various litigation matters that followed the removal of certain key management, including in the Suit filed by several shareholders claiming damages due to erosion in their share value. Advising and representing two Directors on the Board of one of India s largest business houses in the Oppression and Mismanagement Petition filed by shareholders before the Mumbai Bench of National Company Law Tribunal (NCLT). E c o n o m ic L a w s P r a c t i c e P a g e 29

31 F irm Prof i le E LP Advising and successfully representing shareholders of a Mining and Pellet manufacturing company in Kolkatta, in their disputes interse as well as against lenders attempting to take over the Company, before the Hon ble High Court at Calcutta and the Kolkata Bench of National Company Law Tribunal (NCLT). Advised and represented Etisalat Mauritius Limited in relation to the Petition winding up of Etisalat DB Telecom Pvt. Ltd. in the Bombay High Court, inter alia, on the ground that it is just and equitable to wind up EDB due to the loss of substratum caused by the cancellation of its 2G licenses by the Hon ble Supreme Court of India. Also advising the client in various commercial disputes arising as a fall out of the cancellation of 2G licenses. Represented India s largest metal and mining corporation in disputes against a Spanish engineering construction company in proceedings in India and London. Advised and represented Ineos Commercial Services UK in a dispute relating to licensing contracts entered into with a leading oil and gas company. Advising and representing Google India Private Limited in a trademark infringement suit filed by Go Airlines against Google and Interglobe Aviation Limited which owns the airline Indigo. Advising and representing the minority shareholders of a construction company before the Company Law Board, Registrar of Companies, High Court and the Supreme Court in relation to matters involving oppression and mismanagement allegations. Advising and representing the minority shareholders of a black tea manufacturing company before the Supreme Court in relation to matters involving oppression and mismanagement allegations. Advising and representing the majority shareholders of a retail pharmacy chain before the Company Law Board in matters pertaining to the rights issue of the company. Advising and representing the investors and debtors of a retail pharmacy chain before the High Court of Delhi in matters pertaining to the winding up petition and repayment of debt. Advised and represented Power Horse India Pvt. Ltd. in relation to a winding up petition filed by an ex-employee and current director in relation to alleged un-paid dues during his employment tenure. Advised and represented Destimoney India Services Private Limited in relation to certain recovery issues and a statutory winding up notice to a pharmaceutical company. Advising and representing the substantial shareholders of Financial Technologies India Limited in a writ petition filed before the Bombay High Court challenging the Draft Order of Amalgamation issued by the Government of India under section 396 of the Companies Act, 1956, proposing the forcible amalgamation of Financial Technologies India Limited (FTIL) with National Asialaw Profiles Sport Exchange Limited (NSEL). one of a few dedicated teams in the country with litigation and Advising and representing a leading international solutions provider for arbitration capabilities. power generation in a dispute arising out of a contract for manufacture and supply of cranes. 30 P a g e E c o n o m ic L a w s P r a c t i c e

32 E LP F irm Prof i le 2018 Represented the interests of one of the largest coal traders in India in a proceeding initiated before the United States Court for the Western District of Pennsylvania against a contractual default by one of the world s largest coal trading conglomerates. Represented the interest of a Dutch company in a challenge by one of India s leading power producers, to the allotment of a large hydel power project to the Dutch client. Represented the interests of one of India s foremost energy companies in India s first ever case before the Petroleum and Natural Gas Regulatory Board immediately upon its formation. Represented the Competition Commission of India in a Writ Petition challenging the first ever proceeding under the Competition Act, ELP has been advising several seed companies and seed associations in the disputes that have arisen with Mahyco Monsanto Biotech Ltd. (Mahyco Monsanto) under their Sub-License Agreements in relation to the Bt Cotton Technology. ELP is representing the seed companies in the proceedings initiated by Mahyco Monsanto under Section 9 of the Arbitration and Conciliation Act, The disputes involve complex questions on the interpretation of contracts as well as issues of competition law, patents law and public law such as legislative competence and interpretation of price fixation orders passed by various States. The legal issues involved are not only limited to the private disputes between the technology provider and the individual seed companies but will have implications on the cotton seed industry as well as the cotton growing farmers in India. ELP advised and represented the Indian Drug Manufacturers Association (IDMA) before the Hon ble Supreme Court in a matter pertaining to Product Approval for Food Business Operators (FBOs). The resultant order passed by the Hon ble Supreme Court in this matter has led to the Product Approval Advisories have been set to naught. Therefore, as such, the Product Approval advisories do not have the force of law and the entire process of obtaining a prior product approval has been struck down and there is no need for a Food Business Operator (FBO) to get a prior Product Approval before launching a product in the market. However, there is still an onus upon the FBO to ensure compliance with the provisions of The Food Safety and Standards Act, Regulatory Advising and representing SNC-Lavalin Infrastructure Private Limited in its responses to multiple show cause notices issued by the National Highways Authority of India (NHAI) and appearing before the NHAI where we successfully defended the allegation of fraudulent practices. Representing Adani Power Limited before the Appellate Tribunal for Electricity and Supreme Court in disputes involving determination and payment of compensatory tariff arising out of Power Purchase Agreements with various State electricity procurers. Advised a leading business house of India in their representations before investigating authorities in allegations with regard to mining operations. Currently advising and representing Etisalat Mauritius Limited in ongoing investigations against companies by the Central Bureau of Investigation (CBI) in the telecom sector concerning the alleged 2nd Generation (2G) Spectrum E c o n o m ic L a w s P r a c t i c e P a g e 31

33 F irm Prof i le E LP scam. Also advising and representing the client s Indian subsidiary in handling criminal complaints filed against its officers, which are being investigated by the Economic Offences Wing (EOW) of the Mumbai Police. Advised and represented a leading telecom company in relation to a series of Licensing and Regulatory issues including those relating to the computation of revenue shares to be paid to the Government of India; continuation of 900 MHz licenses; and proposed imposition of penalties of alleged breaches of the License conditions. Successfully advised and represented Aircel Ltd. and Dishnet Wireless Ltd. in relation to their petition to TDSAT for grant of additional spectrum which were opposed by the Department of Telecommunications. Advised Jaipur IPL (Rajasthan Royals) in relation to issues under Foreign Exchange Management Act, 1999 (FEMA) and represented them in relevant proceedings before the Enforcement Directorate. Currently representing the client before the FEMA Tribunal. Advising and representing one of India s largest Port Developers and Operators against an Appeal before the National Green Tribunal challenging the expansion and/or existence of a Port. Advising and representing a consignee of coal cargo in a claim filed in public interest before the National Green Tribunal for compensation for environmental damage due to oil spill on account of a ship wreck off the coast of Mumbai in August Advising and representing a client before the National Green Tribunal in a matter pertaining to the grant of environment clearance to mining projects by the Ministry of Environment and Forests. Advising and representing a client before the National Green Tribunal and the Supreme Court in relation to a challenge to environment and forest clearances accorded to an INR 1200 crore coal mining project linked to an INR 11,000 crore Thermal Power Plant project. Advising and representing a client before the National Green Tribunal and the Supreme Court in a challenge to the environment clearance granted to a coal based thermal power plant in Madhya Pradesh. Advised and represented India s largest multi-port operator before the Supreme Court in a matter pertaining to operation of an SEZ project which had been granted environmental clearance under the Environmental Impact Assessment Notification Secured the landmark judgment of the Supreme Court of India on the powers and duties of the Designated Authority in the conduct of Anti- Dumping investigation. Secured the landmark judgment of the Supreme Court of India on the issue of deductibility of losses arising from foreign exchange operations. Successfully got a red-corner notice recalled by the CBI against an NRI client resident in the United States Chambers Asia-Pacific Substantial litigation team with activity across a range of commercial and tax disputes. Practice also includes a specialist arbitration practice. 32 P a g e E c o n o m ic L a w s P r a c t i c e

34 E LP F irm Prof i le 2018 Arbitration Advising and representing a leading international wireless broadband company in an SIAC arbitration initiated by a telecom company for the alleged breach of Shareholders Agreement and Investment Agreement. Advising and representing a prominent infrastructure company in arbitration dispute pertaining to construction of railway line in central India and ancillary activities. Representing the interests of India s largest air conditioning and engineering company in a claim involving a Singaporean customer and US vendor in a SIAC arbitration under Singapore law. Advising and representing a prominent industrial group in arbitration pertaining to disputes arising out of a Coal Mining Development Agreement. Representing one of the largest US based construction companies in an ICC arbitration in Paris under Indian law with respect to disputes under a joint venture. Advising and representing a leading terminal operator on disputes under License Agreement to build and operate the first SEZ port terminal for transhipment in Cochin. Representing one of the leading manufacturers of US origin coking coal in an ICC arbitration against a state owned entity. Representing India s leading coking coal manufacturer in a maritime arbitration against a leading state owned Asian shipping line. Representing a leading Indian hospitality group in disputes against another leading Singapore based Hospitality Company in disputes related to hotel management agreement. Representing the interests of the Respondent in a billion dollar claim involving foreign investment in real estate in the very first LCIA India arbitration to go to trial. Represented the interests of a Buyer of Gas from a Malaysian Government Enterprise in an LCIA Arbitration involving the invoking of Take or Pay obligations. Advising and representing a leading transport infrastructure company in relation to the termination of a concession agreement by the Government of India. The project pertained to the first infrastructure project awarded by the Government of India on a Build-Operate-Transfer ( BOT ) basis in the year Represented the interests of one of Europe s leading chemicals manufacturing companies in a multi-million dollar arbitration relating to Technology Licencing Agreements in the Petrochemicals industry. Also represented them in a related litigation in Indian courts. Acted for one of the largest specialist engineering companies of India in an ICC arbitration against a Singapore engineering firm arising from a SGD 200 million EPC contract awarded by the Public Utilities Board of Chambers Asia-Pacific I have been very impressed they achieve results within a good turnaround time, and they offer solutions to every problem E c o n o m ic L a w s P r a c t i c e P a g e 33

35 F irm Prof i le E LP Singapore. Acted for India s largest port in the private sector in an ad-hoc English arbitration under English law against a state-owned insurance company, being the first major insurance claim under a Port Package Policy, in India. Successfully represented Voltas Limited in a USD 15 million claim against York International in a Singapore law arbitration seated at Singapore. Successfully represented Karnavati Aviation Pvt. Ltd. in an English law London seated arbitration against Sharp Ocean Helicopters (an agent of Augusta in Asia) in an aircraft purchase related agreement. Advising and representing an international digital security company in two arbitration proceedings, which pertain to the breach of payment obligations by a client for the supply of sim cards and telecommunication solution services. Advising and representing a leading digital services company in an arbitration relating to an agreement for reengineering, re-designing and re-tooling of accounting systems and procedures, development of appropriate application software and implementation for a statutory body of the Government of India. Advising and representing Virgoz Oils and Fats Ltd. before various courts in relation to the enforcement of multiple Foreign Awards passed in Malaysia. Tax Litigation Asialaw Profiles Successfully advised and represented Merieux Alliance - Sanofi Pasteur My expectations have been Holding SA in the Andhra Pradesh High Court on matters relating to Indirect transfer made through the sale of the shares of a French Investment Company holding shares of an Indian Company; and the retrospective amendment of Section 9 of the Income-tax Act, 1961 and its implication on the provision of the Indo-French DTAA. ELP was successful exceeded. The partners not only provide personal attention, but also have a tremendous network. They have excellent record at the Indian Supreme Court. in obtaining the judgments from the court to the effect that retrospective amendment would not apply to transactions indirect transfer in tax treaty countries. This judgment has had a defining impact on foreign direct investment into India. Successfully advised and represented Otis Elevators Company (India) Limited in relation to the instant batch of Petitions (around 35 Petitions) before a Constitution Bench of Supreme Court for ruling on value added tax liability on sale of elevators in various States of India. Advised Bharti Airtel Ltd. (formerly known as Bharti Televentures Ltd.) in relation to the appeal filed by the Service Tax Department against Bharti Airtel Ltd. in Delhi High Court against order of Service Tax Appellate Tribunal setting aside demand of service tax on liaison charges. Successfully represented Trafigura India Pvt. Ltd. before the Gujarat High Court in its writ petition challenging action of the VAT Authorities in respect of attachment of goods under Section 45 of Gujarat Value Added Tax Act, 34 P a g e E c o n o m ic L a w s P r a c t i c e

36 E LP F irm Prof i le and sought direction from the Court to allow the Client for clearance of goods in future without any further security/hurdle. Represented a major telecom sector entity before the High Court in relation to securing export benefits (in excess of USD 32.4 million) which had remained unsanctioned by the relevant authority. Advised and represented one of India s leading telecom operator and its subsidiary company in relation to their ongoing tax dispute on the issue of levy of tax on transfer of a Business Undertaking. The tax demands involved range from USD 300 million to USD 500 million. Advising and representing importers of coal in matters relating to denial of exemption from payment of customs duties based on classification thereof. Advising and representing a group of companies on disputes concerning availability of advance license benefits in excess of USD 162 million. Successfully represented BG Exploration and Production India Limited in various writ petitions before the High Court of Gujarat challenging the demand of sales tax, interest and penalty under the Gujarat Sales Tax Act, 1969 on the sale of Natural Gas. ELP has advised and represented Sun Pharmaceuticals Ltd. in an excise valuation matter before the Hon ble Supreme Court. The question that arose for consideration was that of whether the valuation of Physician Samples sold by the Appellant to its distributor who distributes the same free of cost to doctors was required to be made under Section 4(1)(a) on the basis of transaction value and whether merely because the sale price of the Physician Samples was lower than the sale price of the trade packs, the transaction value could be rejected and valuation under Section 4(1)(b) of the Act could be resorted to? The Hon ble Supreme Court of India allowed the appellant s appeal and dismissed the department s appeals. ELP represented and advised Ardor International Pvt. Ltd. in a matter before the Hon ble Supreme Court involving Anti-Dumping and Countervailing Duties. The question of law which arose in this set of appeals is whether antidumping duty imposed with respect to imports made during the period between the expiry of the provisional anti-dumping duty and the imposition of the final anti-dumping duty is legal and valid? It was held that no duty can be levied for the interim period while the provisional notification had lapsed and the new was yet to be issued. The matter was of significant importance as it clarified as to how the WTO laws have to be applied with respect to the Indian Laws and/or provisions. ELP advised and represented Adani Exports Ltd., Hindalco, Sterlite, Reliance, Indian Exporters Grievance, Supreme Petrochem and Welspun before the Hon ble Supreme Court in relation to appeals challenging the Notifications and public notices which purport to amend a scheme framed as a part of the statutory policy notified under the Foreign Trade (Development & Regulations) Act, 1992 inter alia withdrawing the benefits under the DFCE scheme/target Plus Scheme with retrospective effect after the export obligations were undertaken by the assesses. The Legal500 Asia-Pacific Economic Laws Practice s litigation team represents clients across all court levels, from initial enquiry stages to the Supreme Court. E c o n o m ic L a w s P r a c t i c e P a g e 35

37 F irm Prof i le E LP ELP successfully assisted Reliance Infratel Limited in a major Service Tax dispute involving basic demand of close to INR 600 Cr. along with interest and penalty, before the Division Bench of CESTAT Mumbai. The dispute was in respect of the taxability of the lease rent income disclosed on Straight Line Method (SLM) as per the applicable Accounting Standards. The CESTAT quashed the demand, allowed the appeal and held that no Service tax would apply. Successfully advised and represented Tata Teleservices Ltd. & Tata Teleservices Maharashtra Ltd. before the Hon ble Supreme Court in writ petitions challenging the decisions taken by the Director General of Foreign Trade and its officers denying the facilitation and/or benefit statutorily secured under the EPCG Scheme of the Foreign Trade Policy. This order marks the first definitive pronouncement on the issue of interpretation of the phrase Group Company as defined under the Foreign Trade Policy (FTP) and eligibility of utilization of exports of Group Company for the purpose of fulfilment of EO by an EPCG license holder, which has now been maintained by the Hon ble Supreme Court. Advised and represented Mahindra and Mahindra in a dispute regarding determination of the value of the car kits and/or parts imported by the Joint Venture Company [formed between Mahindra and Mahindra (India) and Renault (France)] from Renault (France), and, regarding addition of certain payments made by the Joint Venture to Renault towards technology transfer and services in the value of such imported car kits and/or parts. ELP advised and represented Mahindra and Mahindra. Advised and represented Johnson and Johnson Pvt. Ltd. before the Supreme Court in matter concerning dispute regarding classification of shampoo containing certain medicinal properties under different tariff entries of Central Excise Tariff. On this issue, for one period the CESTAT had decided in favour of the Company, and, for another period the Andhra Pradesh High Court had decided against the Company. Supreme Court order resolved the controversy in favour of the Company. ELP advised and represented Johnson and Johnson Pvt. Ltd. before the Supreme Court and achieved a favourable resolution for the client. The Legal500 Asia-Pacific Advising and representing Jet Airways (India) Ltd. in disputes concerning Economic Laws Practice is praised demands in relation to whether payments made by airlines to Computer for its responsive, hardworking and Reservation System (CRS) companies are liable to Service tax in India proactive team, which is singled out under the reverse charge mechanism. ELP is representing the company for its ability to think out of the before the adjudicating authorities and the Tribunal in the various box. ongoing proceedings in relation to whether the payment made by such airlines to Computer Reservation System (CRS) companies are liable to Service tax in India under the reverse charge mechanism, in terms of the taxing entry for Online Information and Database Access or Retrieval Service. Further, ELP also filed an appeal before the Bombay High Court and assisted with the appearance before the Court, in order to challenge a full pre-deposit of the disputed tax which had been ordered by the Tribunal. The High Court eventually modified the Tribunal s order, requiring the company to provide only a bank guarantee for a fraction of the disputed tax amount. Advising and representing Flipkart Internet (P) Ltd. and WS Retail Services Pvt. Ltd. in disputes concerning demands of Value Added Tax (VAT) by authorities in the State of Orissa, in respect of sales made by WS Retail Services Pvt. Ltd. (Flipkart s own group company which sells merchandise on the Flipkart portal) to end customers within Orissa. ELP drafted and filed a Writ Petition before the Orissa High Court, as also assisted with the hearing, to challenge the VAT assessments which had erroneously concluded that the goods are sent by way of branch 36 P a g e E c o n o m ic L a w s P r a c t i c e

38 E LP F irm Prof i le 2018 transfer to the delivery hub within Orissa, and thereafter locally sold to the end customers, thereby rendering them liable to VAT in Orissa. The High Court granted a stay on recovery of the disputed tax amounts. Admiralty & Maritime Successfully acted for sub-charterers in a LMAA arbitration against a claim by the Charterers. The case involved nuanced arguments on restraint of princes and frustration due to Governmental action and The Nikmary was distinguished. Representing the interests of cargo receiver in a matter arising out of the damage caused by loss of cargo valued at over USD 22 million, by Typhoon Muifa in August Succeeded in securing the interests of a cargo receiver s claim against damage caused to cargo by the ingress of sea water during voyage. The Cargo Receiver wasn t privy to the Charter Party, but the maritime claim was successfully established under the Geneva Convention as also the Brussels Convention. Acted for the cargo interest in a case involving liability for damage caused to sea due to an incident where a vessel carrying over 60,000 MT of coal sank off the Mumbai Port. Representing the interests of several shippers and/or receivers on an ongoing basis. White Collar Crimes & Anti-Corruption Advised an alcoholic beverages international major in investigations relating to anti-corruption charges including under FCPA. Advised a European manufacturer and distributor of video game consoles and a software distributor in relation to anti-corruption regulations in India. Regularly advising a multinational infrastructure company on matters relating to anti-corruption laws in its contractual arrangements with the National Highway Authority of India. Engaged in setting up an anti-corruption compliance programme and providing extensive training in relation to compliance under Foreign Corrupt Practices Act (FCPA) and the Indian anti-corruption laws to the Indian subsidiary of one of the largest American construction contractor. Engaged by one of the leading multinational FMCG and/or Pharmaceutical Corporation for undertaking internal anti-corruption investigations. Assisting certain multi-national corporations (MNCs) in forensic investigations and setting up of strong compliance programmes. Advising a leading multi-national corporation (MNC) in respect of large scale anti-corruption investigations under FCPA and Indian anti-corruption laws. E c o n o m ic L a w s P r a c t i c e P a g e 37

39 F irm Prof i le E LP Advised a leading multi-national retail chain in respect of an ongoing FCPA compliance and investigation exercise which is touted to be the largest in terms of the scope of the assignment and financial repercussions. Advising and representing a large multinational corporation in the telecom sector in relation to investigations against the company by various Indian regulatory authorities under several regulatory and criminal laws including the anti-corruption and money laundering laws. Advising various clients in proceedings relating to anti-corruption laws and allied legislations like the prevention of money laundering. Preparing code of conduct, employee handbooks and similar manuals for various clients. Dispute Management Providing strategic assistance to a leading American IT solutions provider in potential disputes against an Indian state-owned airport authority. Assisting a Singapore subsidiary of one of India s leading business group in a potential tripartite construction dispute. Advised one of India s largest corporate houses in beneficially avoiding a potential dispute threatening an entire division of their business. Providing continued real-time support on all potential commercial issues faced by the Indian subsidiary of one of Dubai s largest port operators. Providing continued real-time support on all potential commercial issues faced by one of India s largest business conglomerates. Providing assistance on all commercial issues faced by one of the largest Indian steam coal/coke manufacturers. 38 P a g e E c o n o m ic L a w s P r a c t i c e

40 E LP F irm Prof i le 2018 OUR TAX PRACTICE ELP's market leading Tax practice through its out of the box solution providing ability has created a niche for itself. The Tax practice offers comprehensive qualitative services across both indirect and direct taxes (including transfer pricing) covering the entire spectrum of transactional, advisory and litigation work. ELP s unique positioning within this practice, offers Our Achievements clients a seamlessly integrated expertise in both advisory services Taxation Firm of the Year - India Business Law and litigation, enabling the firm to address and offer redressal in any Journal s Indian Law Firm Awards 2009 to and all disputes that may arise. ELP has the distinction of having 2016 assisted some of the largest global conglomerates on a wide spectrum of matters that encompass not only legal advisory but also Best Tax Firm of the Year - LegalEra Awards in-depth strategic decisions. This has had a far reaching impact on 2014 & 2015 domestic as well as extensive cross-border business and transactions Outstanding Firm for Tax - Asialaw Profiles of these organisations. ELP s tax team has achieved this kind of reach 2016 to 2018 and impact with a rather innovative and customised approach. The Top Tier for Tax Chambers Global & team comprises of professionals with diverse expertise, which Chambers Asia-Pacific 2011 to 2018 include not only legal professionals (advocates and solicitors) but also financial and market analysts, chartered accountants and Top Tier for Tax - Tax Director s Handbook economists who hold multi-jurisdictional qualifications to 2018 ELP s team routinely renders litigation services to clients. ELP strategises, assists and represents clients in both adjudication as well as appellate proceedings. ELP regularly handles cases from the stage of appearing before Assistant or Deputy Commissioner s right up-to the Supreme Court on almost every tax issue to have arisen in the country. Our team has the expertise and ability to represent clients at various fora, including the Dispute Resolution Panel, Authority for Advance Rulings and the Supreme Court of India. The combination of advisory and litigation services provided under one roof gives ELP a unique positioning especially in India, where the proportion to tax litigation is significantly higher compared to the other nations. Top Tier for Tax - The Legal 500 Asia-Pacific 2014 to 2018 Winner of Export Controls/Sanctions Law Firm of the Year (Rest of the World) (the only law firm outside of USA and Europe to be awarded) - WorldECR Awards 2016 Best Transfer Pricing Firm in India - World Finance Legal Awards 2014 Tier 2 for Tax - World Tax 2013 to 2018 ELP s indirect tax expertise has transitioned itself from the entire gamut of taxes including Excise, Customs, Service Tax, Sales Tax/Value Added Tax (VAT), Entertainment Tax, Entry Tax to recently introduced Goods and Services Tax (GST). On GST, ELP has to its credit not just the privilege of having assisted companies with transition into GST, but in certain cases hand held the entire industry in the transition process. ELP also advises clients on Foreign Exchange Regulations, Foreign Trade Policy and Export Control and Trade Sanctions. Our wealth of experience includes advising clients across sectors and countries. ELP has also successfully represented various industry associations before the Ministry of Finance and its functionaries on various issues vexing business operations. Our experience also includes advising the Government on policy initiatives. E c o n o m ic L a w s P r a c t i c e P a g e 39

41 F irm Prof i le E LP ELP s direct tax expertise covers all aspects of international and domestic tax matters including transfer pricing. Our team outlines commercially viable structures and suggests arrangements to clients so as to achieve objectives in a tax and regulatory efficient manner. We provide cutting edge and novel solutions to issues that emanate at the structuring stage of transactions with the view to provide forward looking tax strategies to clients. ELP s transfer pricing services offer solutions across industries and geographies with the focus on not only a comprehensive analysis but also on assisting clients in planning their transfer price. We are uniquely positioned amongst firms in India due to the added ability to advice on trade and customs including valuation to be adapted under customs. Our team has been trained internationally and is able to provide a broader perspective on matters and transactions to clients to mitigate risks in the future. With years of unparalleled expertise in the field of Indirect Tax Advisory and Litigation, ELP brings to the table a dedicated and experienced team of professionals comprising advocates, chartered accountants and economists to provide high quality support, advice and assistance towards a smooth transition into the new GST regime. Our indepth understanding of this field has led us to collaborate with various large multi-national and Indian clients across diverse sectors, industry associations and trade bodies on GST related assignments. Our presence in multiple locations in India and proficiency in the management of multi-jurisdictional tax advisory and litigation matters enables us to provide Pan-India support to clients on GST. ELP s integrated and seamless approach, wealth of experience, high-level partner involvement, in-depth knowledge and expertise and comprehensive service offerings pan India have made us one of the most sought after firms for tax within India. E L P- S E R V I C E S Indirect Tax Tax structuring & optimisation including advice and assistance in relation to all kinds of issues, having implications under GST as also in relation to: Customs Duty State Excise, and State incentive policy Foreign Trade Policy, etc. Export Control and Trade Sanctions Chambers Asia-Pacific The responsiveness was outstanding; they went beyond the call of duty Advisory, transaction structuring & support services including analysis of sourcing, procurement and distribution models and advice on best practices to be incorporated in the supply chain from a GST efficiency perspective. Due diligence & optimization study for building tax efficiencies and determining potential tax saving opportunities. Assistance for negotiating optimum package of incentives under the State Industrial Policy. Comprehensive support for resolving tax issues related to cross border transactions. Advice and assistance on policy initiatives & representations before Central and State Government authorities. 40 P a g e E c o n o m ic L a w s P r a c t i c e

42 E LP F irm Prof i le 2018 Litigation services right from assessment level to the highest appellate level, and across all fora and courts including Authority for Advance Ruling, Settlement Commission, and right up-to the Supreme Court. Direct Tax International and Domestic Tax Advisory Inbound and outbound structuring; Chambers Asia-Pacific This respected firm has excellent all-round tax capabilities, handling a range of advisory and litigious matters. Planning to improve tax efficiency and/or strategic documentation; Designing an entry strategy (types of presence); Treaty interpretations; Exchange policy and foreign investments; Investment and capital structuring; Structuring of Revenue and/or capital flows for eg, dividend, royalty, fees for technical services; Formulating strategy for mitigating risk of PE exposure of foreign corporations; Structuring of infrastructure and Engineering Procurement Construction (EPC) contracts; Domestic Tax Planning, and Tax compliance & dispute assistance (litigation support). Levies from POEM and GAAR perspective. Asialaw Profiles ELP has one of the largest and most dedicated tax team in the country. Transfer Pricing Transfer pricing study and documentation; Inter-company transfer pricing policies for tangible goods, intangibles and services; Transfer pricing planning Services; Transfer Pricing Litigation; Supply chain advisory; Analysing existing policies to ascertain how these should be streamlined to meet the changing economic environment; and Evaluating the positions taken in past in light of the evolving tax positions. E c o n o m ic L a w s P r a c t i c e P a g e 41

43 F irm Prof i le E LP Financial Planning and/or Transaction Advisory M&A Advisory; Promoter off-shoring; Structuring for listing outside of India; Fund structuring and Carry structuring; Internal restructuring, and WorldECR 2016 Awards (June 2016 Issue) They [ELP] work with almost anyone/everyone who deals in controlled sectors in India, one of the most critical countries/economies in the world today, they are unique is being both a local and such a globally-known specialised firm in this field. Transaction process support. 42 P a g e E c o n o m ic L a w s P r a c t i c e

44 E LP F irm Prof i le 2018 O U R WO R K H I G H L I G H T S Indirect Tax Advisory and Transaction Structuring Providing various Indirect tax advisory services to Johnson and Johnson Pvt. Ltd. ELP has undertaken a comprehensive CENVAT Credit review exercise for the company. This exercise entailed (i) review of the operations of the company throughout the country to identify the tax positions adopted as regards different streams of revenues, (ii) Correspondingly, advising the company on the methodology to be followed for availment, distribution and utilisation of CENVAT Credit of Service tax paid on input services for a period of past four years, and, (iii) assisting the company in appropriately availing and distributing such CENVAT Credit. Pursuant to this exercise, the company has been able to avail significant amount of CENVAT Credit of Service tax paid on input services which it can utilize towards its output Indirect tax liabilities. Chambers Asia-Pacific Regularly advising National Instruments on various customs and trade issues including issues relating to e-waste and hazardous A fully comprehensive service with dedicated waste regulations. specialists in direct tax, indirect tax and disputes. Frequently instructed by sizeable Engaged by Aditya Birla Nuvo to undertake a Tax Optimization global corporations and is especially and Due Diligence Review. ELP has recommended various experienced in cross-border corporate tax structuring options, which are in the process of being matters. Adept at advising on VAT and implemented. transfer pricing. Providing comprehensive indirect and direct taxation advice with specific focus on Customs and Transfer Pricing advisory services to the world s largest liquor manufacturer in relation to its transactions with various group companies outside India as also in relation to its India operations as regards the ongoing engagements with different tax authorities. Review exercise of a renowned global information technology and computer networking solutions provider, to streamline existing tax positions and mitigate potential tax exposures. Reviewing the indirect tax practices and procedures of the world s largest infrastructure facility management service provider and providing end-to-end implementation support in aligning its tax policies in backdrop of legal framework and ensuring that tax optimum structure is effectively implemented. Rendering advisory services to a reputed Indian automotive manufacturing company in relation to Customs valuation issues arising as a consequence of acquisition by the company of a south-east Asian motor company. Structuring of construction contracts for an eminent real estate conglomerate resulting in indirect tax cost savings of over INR 50 crores. Formulated and implemented tax optimization initiatives for a leading Indian media and entertainment group of companies, resulting in tax savings in excess of INR 15 crores. E c o n o m ic L a w s P r a c t i c e P a g e 43

45 F irm Prof i le E LP Advised a renowned integrated metals and mining company in relation to the first privatised transmission project in India, and, was engaged in a comprehensive indirect tax review exercise covering the company s operations throughout India. Engaged by leading domestic airlines for rendering indirect tax advisory in relation to the restructuring exercise being carried out for one of its group entities. Engaged by a reputed business group and has developed and implemented tax optimization initiatives for several of its group entities which has resulted in significant indirect tax savings. Litigation Successfully assisted Reliance Infratel Limited in a major Service Tax dispute involving basic demand of close to INR 600 Cr. along with interest and penalty, before the Division Bench of CESTAT Mumbai. The dispute was in respect of the taxability of the lease rent income disclosed on Straight Line Method (SLM) as per the applicable Accounting Standards. The CESTAT quashed the demand, allowed the appeal and held that no Service tax would apply. Successfully advised and represented Tata Teleservices Ltd. & Tata Teleservices Maharashtra Ltd. before the Hon ble Supreme Court in writ petitions challenging the decisions taken by the Director General of Foreign Trade and its officers denying the facilitation and/or benefit statutorily secured under the EPCG Scheme of the Foreign Trade Policy. This order marks the first definitive pronouncement on the issue of interpretation of the phrase Group Company as defined under the FTP and eligibility of utilization of exports of Group Company for the purpose of fulfilment of EO by an EPCG license holder, which has been maintained by the Hon ble Supreme Court. Successfully advised and represented Mahindra and Mahindra in a matter concerning dispute determination of the value of the car kits and/or parts imported by the Joint Venture Company [formed between Mahindra and Mahindra (India) and Renault (France)] from Renault (France), and, regarding addition of certain payments made by the Joint Venture to Renault towards technology transfer and services in the value of such imported car kits / parts. Successfully represented Johnson and Johnson Pvt. Ltd. before the Supreme Court in matter concerning dispute regarding classification of shampoo containing certain medicinal properties under different tariff entries of Central Excise Tariff. On this issue, for one period the CESTAT had decided in favour of the Company, and, for another period the Andhra Pradesh High Court had decided against the Company. Supreme Court order resolved the controversy in favour of the client. Successfully advised and represented Jet Airways (India) Ltd. in a matter concerning payments made by airlines to Computer Reservation System (CRS) companies. ELP represented the company before the adjudicating authorities and the Tribunal in the various ongoing proceedings in relation to whether the payment made by such airlines to Computer Reservation System (CRS) companies are liable to Service tax in India under the reverse charge mechanism, in terms of the taxing entry for Online Information and Database Access or Retrieval Service. Further, ELP also filed an appeal before the Bombay High Court and assisted with the appearance before the Court, in order to challenge a full pre-deposit of the disputed tax which had been ordered by the Tribunal. The High Court 44 P a g e E c o n o m ic L a w s P r a c t i c e

46 E LP F irm Prof i le 2018 eventually modified the Tribunal s order, requiring the company to provide only a bank guarantee for a fraction of the disputed tax amount. Successfully represented one of India s largest telecom companies including its group companies before the Bombay High Court in matters arising under the Foreign Trade Policy, concerning Policy benefits running into several hundred million dollars. ELP continues to represent the India Business Law Journal s February telecom company in the Special Leave Petition in the Supreme 2016 Court filed by the Government to challenge the favourable ruling of the High Court, as also in relation to various other proceedings Economic Laws Practice is a go-to firm for initiated against the company by the tax and other regulatory both direct and indirect tax matter. authorities. Advised and represented Flipkart Internet (P) Ltd. and WS Retail Services Pvt. Ltd. in a matter concerning demands of Value Added Tax (VAT) by authorities in the State of Orissa, in respect of sales made by WS Retail Services Pvt. Ltd. (Flipkart s own group company which sells merchandise on the Flipkart portal) to end customers within Orissa. ELP drafted and filed a Writ Petition before the Orissa High Court, as also assisted with the hearing, to challenge the VAT assessments which had erroneously concluded that the goods are sent by way of branch transfer to the delivery hub within Orissa, and thereafter locally sold to the end customers, thereby rendering them liable to VAT in Orissa. The High Court granted a stay on recovery of the disputed tax amounts. Successfully represented Warner Bros. Pictures (India) Private Limited in a matter involving applicability of Maharashtra Value Added Tax on licensing of copyrights in cinematographic films for exhibition in cinema halls for the financial years , , and , which were brought to tax from 1 April At this stage, ELP has been able to obtain interim stay on demand of taxes made vide various orders. Successfully represented Otis Elevators Company (India) Limited in the instant batch of Petitions (approximately 35 Petitions) before the Constitution Bench of the Supreme Court relating to the taxability of contracts for manufacture, Chambers Asia-Pacific supply and installation of lifts and/or elevators as works contracts or sales contracts. The issue was already decided Technically they are very qualified. The whole against the elevator companies by a 2005 decision of the firm was extremely innovative they found Supreme Court in the case of Kone Elevators. However upon the new ways to do standard things. request of the elevator manufacturers/installers the Supreme Court agreed to revisit the decision by constituting a larger bench of five judges to conclusively determine the issue. The Constitution Bench of the Supreme Court heard the writ petitions in great detail and ruled in favour of the elevator manufacturer and/or installers. Providing comprehensive litigation support services to an international IT major, before the Appellate Tribunal and the Adjudicating Authorities, in relation to the ongoing Customs dispute as regards the alleged undervaluation of the imports based on inter-company agreement, raised by the Directorate of Revenue Intelligence. Providing extensive litigation support services in relation to Customs valuation issues to the world s largest liquor manufacturer. ELP has also represented the company in its ongoing engagements before Customs and other tax authorities and has successfully represented the company before the Courts and various forums in relation to disputes under different tax laws. E c o n o m ic L a w s P r a c t i c e P a g e 45

47 F irm Prof i le E LP Successfully represented the National Ship-owners Association before the Supreme Court in relation to levy of Service Tax alleged to be sought from the members of the petitioner association on the basis that the nature of activities undertaken by the members was taxable service in relation to mining of mineral, oil or gas. Regularly engaged by a leading global manufacturer of aerated beverages for representing the company before various adjudicatory and appellate forums in relation to their ongoing indirect tax related disputes, especially in relation to the VAT and Sales Tax. Regularly assisting leading telecom operators on various issues of direct taxation. Successfully represented a leading steel manufacturer who is a SEZ developer in a challenge on the levy of export duty on transfer of goods from the Domestic Tariff Area to a SEZ. Represented the world's largest manufacturer of people-moving products, in several writ petitions filed before the Supreme Court and various High Courts, challenging the levy of Sales Tax on erection of lifts as also in various other indirect tax related disputes. Successfully acted for a multinational construction company in obtaining the largest Sales Tax refund granted to any multinational entity in India, as regards the works contract activity carried out by the company in relation to the Dabhol Power Project. Policy Initiatives ELP has also been engaged in successfully representing the cause of various industry associations and sectors before the Ministry of Finance and its functionaries on various issues vexing business operations. Few notable assignments are as follows: Successfully represented the Indian Wind Turbine Manufacturers Association before the Ministry of Finance to secure the exemption of special additional duty on import of components for wind turbines. Representation to the Reserve Bank of India on behalf of the Platinum Guild International and certain Indian platinum jewellery manufactures, seeking the facilitation of import of platinum by nominated banks on consignment basis and unfixed price basis (by way of an amendment to the Master Circular on Import and Export of Goods). Represented Gems & Jewellery Export Promotion Council (GJEPC) before the relevant Ministries in relation to various policy initiatives including introduction of presumptive tax mechanism for this industry. Represented the Life Insurance Council (LIC) before the Central Board of Excise and Customs for Reduction/ Wavier of restriction on availment of CENVAT credit by the Insurance Companies introduced by the CENVAT Credit (Amendment) Rules, Successfully represented the Confederation of Indian Alcoholic Beverage Manufacturers (which includes members such as Diageo, Bacardi, Pernod Ricard/LVMH and others) in the interactions with the Ministry of Finance which resulted in a favourable resolution for ELP s clients of tax controversies in an amount in excess of USD 350 million 46 P a g e E c o n o m ic L a w s P r a c t i c e

48 E LP F irm Prof i le 2018 Assisting Phillips India Limited with various fiscal and non-fiscal policy initiatives. Successfully represented Cairn India Limited before the Ministry of Finance (Central Board of Excise and Customs) in obtaining a clarification on the non-applicability of Service tax on collection/recovery of contractual contributions in the nature of Cash calls from different joint venture partners. Successfully represented a certain contractor in getting Custom duty exemption on import of Tunnel Boring machines required for a road project executed by National Highway Authority of India. Successfully represented the Container Shipping Lines Association (which has as members leading global container operators) in interactions with the Ministry of Finance which resulted in a favourable resolution for ELP s clients of tax controversy in relation to levy of Service Tax on detention charges levied by the shipping companies and/or steamer agents. Successfully represented a consortium of general insurance companies in the interactions with the Ministry of Finance which resulted in a favourable resolution of tax controversy in relation to levy of Service Tax on reinsurance commission charged by the insurance companies from reinsurers which involved duty demands against ELP s client for an amount in excess of INR 200 Cr. Successfully represented the apex body of the textile industry (CMAI) in India for seeking removal of Central Excise duty on the manufacture of branded and unbranded garments in India, and reinstating the tax position prior to March Assisted the Government of India From time to time the Government has conferred with and consulted ELP in relation to its policy initiatives. Some of the areas, where ELP has recently contributed are: As a legal expert in the CBEC sub-committee formed by Ministry of Finance for imposition of excise duty on jewellery in India. As a member of Expert Committee formed by Ministry of Finance for Rationalization of Tax Structure for Gems and Jewellery Industry in India. As a member of Committee formed by Ministry of Commerce for making India as International Trading Hub for Diamonds. Towards strategizing on Market Access and Domestic Regulation issues in the context of Goods and Services negotiations at the WTO. For identifying non- tariff barriers impacting trade in the context of Free Trade Agreements (FTA). On formulation of alternative schemes to the DEPB. E c o n o m ic L a w s P r a c t i c e P a g e 47

49 F irm Prof i le E LP Direct Tax Advised Johnson Controls on the transfer pricing aspects of its global air conditioning business joint venture with Hitachi Appliances, Inc. (Japan) and Hitachi Limited (Japan). The joint venture is said to be world's largest commercial air conditioning provider. Providing various advisory services to BMW India in relation to the transfer pricing between the related parties which is acceptable to the customs and transfer pricing authorities. Successfully advised and represented Merieux Alliance - Sanofi Pasteur Holding SA in the Andhra Pradesh High Court on matters relating to Indirect transfer made through the sale of the shares of a French Investment Company holding shares of an Indian Company; and the retrospective amendment of Section 9 of the Income-tax Act, 1961 and its implication on the provision of the Indo-French DTAA. ELP was successful in obtaining the judgments from the court to the effect that retrospective amendment would not apply to transactions indirect transfer in tax treaty countries. This judgment has had a defining impact on foreign direct investment into India. Advised Triton Fund on the Indian tax structuring aspects of the acquisition of the auxiliary business of Alstom. Advised Jet Airways (India) Limited on the tax structuring aspects of the sale of its 24% stake to Etihad Airways. Currently representing a French pharmaceutical major and a French defence and avionics major, before various forums including adjudicating authorities, AAR, ITAT, High Court and Supreme Court, in relation to its ongoing tax dispute involving the liability to withhold taxes in a transaction of sale of shares of a French company between two French companies, outside India. Advised a company engaged in the business of manufacturing and trading edible oils on the tax structuring aspects of the sale of its business unit on a slump sale basis. Representing one of the top global law firms before the Bombay High Court in relation to the issues of constitution of Permanent Establishment in India and taxability of profits of the firm concerning Indian projects. Acted as Indian tax and legal advisors to an offshore private equity firm, and assisted them in setting up the offshore fund and raising $25 million as first close from institutional and HN1 investors. Assisted a leading Cab Services provider in structuring various instruments so as to enable achieve different investors with different commercial objectives, keeping in mind the tax and regulatory law. Assisted the client in structuring the shareholding of the company in the light of the bid conditions and attendant tax issues. Engaged by the world's largest gemmological research institute to challenge the withholding of tax from the payments made in respect of grading charges on the ground that such charges do not amount to royalty in terms of the India - Singapore DTAA before the Bombay High Court. Successfully represented a large company engaged in oil and exploration activity in contesting demands raised on account of disallowance of foreign exchange loss. Assisted an international mobile service provider in structuring the merger of five (5) different entities. 48 P a g e E c o n o m ic L a w s P r a c t i c e

50 E LP F irm Prof i le 2018 Assisted in structuring an entity from tax and regulatory perspective for investment in the hospitality sector, where the investors and promoters invested in the entity and the carry for the promoters was structured in a tax efficient manner. Asialaw Profiles Advised a listed Indian company to undertake financial restructuring and to utilise the excess funds in a manner to I ve had an experience of high quality and increase shareholder s value. quick turnaround with this firm, says a client. Assisted a rapidly growing software company having, presence in India and US, by creating a holding company structure so as to leave the promoters with the flexibility for strategic sale of business divisions, as well as offshore listing. Assisted a global electronics leader in identifying an optimal tax structure for acquisition of an Indian business. Assisted an Indian infrastructure company in repaying the excess capital to its shareholders, without the need of going to Courts. Advised a number of Funds in structuring their presence for investing in India from the perspective of tax, regulatory and other aspects. GST Representing the General Insurance Council before the various GST legislators to have a beneficial scheme for general insurance sector under the proposed GST regime. Assisting the Federation of Biscuit Manufacturer of India in representation before the Government on specific issues under the existing Excise regime and under GST. Advising and assisting Flipkart in identifying the key impact points for the e-commerce sector under GST, articulating GST related issues to be highlighted in the representation to Government authorities and study of global precedents and best practices to assist in policy level representation. Advising and assisting IBM in representation before the authorities for addressing specific issues relating to Information Technology (IT) outsourcing contracts under GST. Represented the Life Insurance Council (LIC) before the various GST legislators to have a beneficial scheme for the life insurance sector under the proposed GST regime. Advising and assisting Hardcastle Restaurants Pvt. Ltd. (operating McDonalds chain of restaurants in West and South India) in implementation of a transition strategy to GST. Advising and assisting Vedanta in identifying the key impact points for the metals and minerals sector under GST, business restructuring in line with the GST model law, articulating GST related issues to be highlighted in the representation to Government authorities and study of global precedents and best practices to assist in policy level representation. E c o n o m ic L a w s P r a c t i c e P a g e 49

51 F irm Prof i le E LP Advising and assisting Parker Hannifin India Private Limited in implementation of a comprehensive transition strategy to GST. Advising and assisting Trafigura Beheer BV in identifying the key impact points for the trading sector under GST, supply chain restructuring to optimise credits under the GST regime and articulating GST related issues to be highlighted in the representation to Government authorities. Carried out a comprehensive indirect tax compliance review and GST impact study for Ultratech Cement Limited to facilitate a smooth transition to GST. Assisting the National Restaurants Association of India in representation before the Government seeking lower rates on restaurants supplies as well as clarification on specific issues likely to be faced by restaurants under the proposed GST regime. Acting for the Great Eastern Shipping Company Limited (India's largest private sector shipping company), ascertaining the impact points for all the processes and systems of the company under GST, and devising and implementing a comprehensive transition strategy to GST. 50 P a g e E c o n o m ic L a w s P r a c t i c e

52 E LP F irm Prof i le 2018 OUR BANKING & FINANCE PRACTICE ELP has a robust and diverse Banking & Finance practice with separate verticals in project finance, corporate finance and structured finance. We have advised borrowers, lenders, and security providers; and have a deep understanding of the issues whether legal or commercial that may possibly arise in the life of a lending transaction. An in-depth local knowledge of the application of various statutes with a familiarity of international best practices, allows us to understand and anticipate potential legal and commercial risks that may arise in a transaction. This coupled with our constant endeavour to de-structure, ideate and innovate, enables us to provide effective solutions to all stakeholders in a transaction. Our Banking & Finance team has extensive experience in the areas of rupee financing, external commercial borrowings (ECB), overseas direct investments (ODI), acquisition financing, project financing and ancillary security documentation. Our lawyers have also advised on a Our Achievements Tier 2 for Banking & Project Finance - IFLR1000 Corporate & Financial Guide 2015 to 2018 gamut of securitization and/or asset reconstruction transactions and represented some of the pioneering asset reconstruction companies in India. Tier 2 for Banking and Finance - The Legal 500 Asia-Pacific 2017 & 2018 Leading Firm for Banking & Finance Our client base includes large public sector and private sector banks and their consortia, global banks, funds and investment houses, asset Chambers Global & Chambers Asia-Pacific 2016 to 2018 reconstruction companies as well as domestic and foreign commercial enterprises. We have successfully handled large, complex and pioneering transactions from the initial structuring and term Recommended for Banking & Finance - Asialaw Profiles 2017 & 2018 sheet stage through to completion of transaction ranging from USD 5million to USD 2 billion. The combination of our vast experience, deep knowledge and innovative approach has led us to being the advisors of choice for complex structured transactions. O U R S E R V I C E S Rupee and Foreign Currency Debt Drafting transaction documents for finance transactions, including structured financing, acquisition financing, asset financing, project financing and corporate financing. This includes drafting, negotiations and finalising of the respective loan agreements, security documents, contractual comfort documents, conditions compliance and ancillary documentation (for example escrow agreements, trust and retention account agreements, inter-creditor agreements etc.). We also provide a review and diligence from a lenders' perspective on project documents. Corporate Debt Structuring and documentation including review of private placement memorandum, diligence and assistance in placement with relevant stock exchanges. E c o n o m ic L a w s P r a c t i c e P a g e 51

53 F irm Prof i le E LP Restructuring Assistance on transaction documents and advice on restructuring transactions, including securitisation structures. This would also include review of existing debt documents and suggesting solutions on issues being faced by clients. Regulatory Providing regulatory advice in relation to issues under the Foreign Exchange Management Act, 1999 (FEMA) and its ancillary regulations. 52 P a g e E c o n o m ic L a w s P r a c t i c e

54 E LP F irm Prof i le 2018 O U R WO R K H I G H L I G H T S Project Finance Advised Tata Cleantech Capital Limited on its: INR 430 million financing to Euro Solar Power Private Limited for the purpose of meeting its debt obligations in relation to the 5 MW solar power project established in Bhuj, Gujarat. INR 611 million financing to Clean Wind Power (Pratapgarh) Private Limited for a wind power project in Tamil Nadu. INR 147 million financing to Azure Power India Private Limited for a solar power project in Delhi. INR 200 million financing to Parvatiya Power Limited for the purpose of refinancing, creation of debt service reserve account and other general corporate purposes in relation to a hydro project in Uttarakhand. Legal500 Asia-Pacific INR 200 million financing to Symed Labs Limited for the purpose of Economic Laws Practice s banking and financing, creation of debt service reserve account and other finance team is quickly positioning itself general corporate purposes in relation to a wind farm project in as a force to be reckoned with in the Gujarat. market. financing to Aqua Power Private Limited, along with Tata Capital Financial Services Private Limited for the purpose of refinancing a canal based hydro power project in the state of Punjab. financing to Rayalaseema Wind Energy Company Private Limited for the purpose of financing a wind power project in Andhra Pradesh. Advised ICICI Bank Limited in relation to: an INR million term loan facility (with sub limits for an FCNR facility, over draft facility and a bank guarantee facility) extended to Agroh Ratlam Tollways Private Limited, a SPV incorporated by Agroh Infrastructure Developers Private Limited for the purpose of construction, operation and maintenance of road project in Madhya Pradesh, India on a Design-Build-Operate-Transfer basis. credit facilities, including a rupee term loan upto a limit of INR 640 million and a bank guarantee facility upto a limit of INR million extended to Agroh Biaora Tollways Private Limited for the purpose of development, maintenance and operation of two laning of Biaora Madhya Pradesh/Rajasthan border (NH-12) road on a design, build, finance, operate and transfer toll basis. a USD 21.3 million term loan facility extended to Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited for the purpose of construction, operation and maintenance of road project in Madhya Pradesh, India on a Design-Build-Operate-Transfer basis. Advised Sunteck Group in availing a term loan facility of INR 1.25 billion from Standard Chartered Bank for a project in Mumbai. Advised a private sector bank on an INR 980 million syndicated term loan facility (with sub limits for an FCNR facility, over draft facility and a bank guarantee facility) extended to an SPV incorporated by an infrastructure E c o n o m ic L a w s P r a c t i c e P a g e 53

55 F irm Prof i le E LP company for the Limited for the purpose of construction, operation and maintenance of road project in Madhya Pradesh, India on a Design-Build-Operate-Transfer basis. Advised Yes Bank Limited in relation to its INR 840 million financing to three LLPs under a co-borrower structure for the purchase via slump sale of wind energy assets of aggregate capacity of 31.25MW located in Dhule and Sangli, Maharashtra (Project) from Jaiprakash Associates Limited. IFLR100 Financial & Corporate Advised a private sector bank on an INR 21 billion syndicated term loan facility extended an SPV incorporated by an infrastructure company for They safeguard the interests of all the construction of a 160 km highway between Delhi and Agra on a parties in the transaction, they are cost build-operate-and-transfer (BOT) basis. efficient and have excellent networking within the international legal firm Advised Aditya Birla Finance Limited in relation to its INR 1.25 billion network. financing to GMR Hotels and Resorts Limited for the purpose of meeting its debt obligations in relation to the 305 room 5-star Novotel hotel established in Hyderabad. Advised a private sector bank on an INR 11 million syndicated term loan facility extended to an SPV incorporated by an infrastructure companies for the construction of 22 check posts along the Maharashtra border on a BOT basis. Advised a private sector bank on bilateral and syndicated facilities by way of term loan, external commercial borrowing and INR working capital facilities aggregating to INR 54 billion for the modernisation and development of the Delhi international airport. Advised a private sector bank on an INR 20 billion letters of credit and term loan assistance to an oil company to increase the capacity of its refinery in Gujarat from 10 million tonnes per annum (mtpa) to 34 mtpa, making it the fifth largest in the world in terms of capacity. Advised a private sector bank on an INR 15 billion syndicated term loan facility extended for the development of a captive thermal power plant by a steel manufacturing company in Orissa. Advised a private sector bank on an INR 84 million assistance by way of term loans and letter of credit facilities for the financing of the setting up of mechanised bulk cargo handling facilities along with associated infrastructure at a port in West Bengal. Advised a private sector bank on an INR 32 billion assistance by way of letters of credit for capital expenditure and bank guarantees for financing the rollout of GSM and 3G networks by a telecommunication company. Advised a private sector bank on an INR 67 billion syndicated term loan facility for financing the rollout of GSM and 3G networks by a telecommunication company. Advised a power company for their consortium borrowing of INR 325 crores for setting up a coal based thermal power plant. Advised a non-banking finance company for their loan to a project company for securing assets located in Jammu and Kashmir. 54 P a g e E c o n o m ic L a w s P r a c t i c e

56 E LP F irm Prof i le 2018 Advised a large infrastructure company in relation to refinancing of its debts in the road portfolio. Advised a non-banking finance company (NBFC) for their loan to a borrower in the hydro-power sector along with loan, security and contractual comfort documentation. Advised a coal trading company with regard to loan documentation for a loan being provided by it in pursuance to its business, to another trader, as part of a multiple loan arrangement with another bank. The security package was the same for the lenders and the arrangement was duly captured in the inter-creditor arrangement. Advised a NBFC on their loan to a company for financing capital requirements for their port in Gujarat. Advised a private sector bank on loan documentation for a loan provided for setting up a spinning unit and expansion of a weaving unit. Advised an oil and gas exploration and production company with regard to loan documentation for an ECB facility of USD 70.0 million being provided to it for the purpose of financing capital expenditure in its discovering activities. Advised a private sector bank on an INR 1.5 billion assistance extended to an SPV incorporated by an infrastructure company for the construction and operation of a 100 km highway in the state of Gujarat on a PPP basis. Advised a public financial institution for their INR 2.40 billion loan to a steel manufacturing company for the purpose of meeting capital expenditure requirements in relation to a pipeline being implemented by it. Chambers Asia-Pacific Advised a public financial institution for their INR 2.15 billion loan to a project company for the development and expansion for its infrastructure of its port in the state of Gujarat. "An energetic, competent, passionate team that does a very thorough job." Corporate Finance Acted as the lenders counsel to State Bank of India, leading a consortium of 11 banks on a working capital loan of INR billion (USD 0.5 billion approximately) Polycab Wires. Advised an Indian state-owned bank on the term loan facilities amounting to INR 1 billion to a company engaged in the broadcast and entertainment business for the funding the launch of a national entertainment channel. Advised Aditya Birla Finance Limited on its subscription to NCDs issued by Elder Pharmaceuticals Limited secured inter alia by hypothecation of certain intellectual property rights, pledge of shares and corporate guarantee. Advised Everest Industries Limited on availing an ECB facility of USD 10 million from Axis Bank Limited, DIFC Branch for the purpose of part financing the setting up of a green field project to manufacture 60,000 MTA Fiber Cement Board at UAE and capital expenditure at their Indian unit. E c o n o m ic L a w s P r a c t i c e P a g e 55

57 F irm Prof i le E LP Advised Industrial and Commercial Bank of China (ICBC) in relation to a syndicated rupee loan of INR 1.1 billion to Adani Power Maharashtra Limited. Advised a public sector bank on a USD 175 million syndicated term loan facility to a steel manufacturing company. Advised a private sector bank on a USD 92 million syndicated term loan facility to a leading paper marketing and manufacturing company. IFLR100 Financial & Corporate Advised a steel manufacturer in availing of USD 80 million term loan facility from leading foreign banks. Extremely talented and flexible in approach and service oriented Advising SAMHI Hotels Private Limited on an ongoing basis for various financings for its various existing properties and also for financing of its acquisitions. Advised one of the largest public sector banks in India for USD 75 million syndicated term loan facility to one of the largest steel manufacturers in India. Advised a private sector bank on a USD 225 million and a USD 170 million syndicated term loan facility extended to a Dubai based company. Advised a private sector bank on a USD 300 million syndicated term loan facility extended to a company in Malta for acquisition of a company in Netherlands. Advised a private sector bank on a USD 125 million syndicated term loan facility extended for acquisition of a Singapore company, which held Indian company shares. Advised a private sector bank on funded risk participation, under the Loan Syndications and Trading Association rules. Advised a private sector bank on invocation of default clauses under facility agreements and enforcement clauses under security and contractual comfort documents; prepared documentations for deal restructuring post the occurrence of defaults under facility agreements. Advised a NBFC for their lending to a telecom company for capital expenditure, backed by a corporate guarantee by an offshore group entity of the borrower. Advised an offshore shareholder in relation to a NCD issuance by their Indian joint venture company, along with the advice on the security structure. Advised an offshore shareholder in relation to a rupee term loan obtained by their Indian joint venture company, along with the advice on the security structure. Advised an offshore branch of a private sector bank on its loan documentation under Indian law for a loan for capital expenditure to a company in mining sector. 56 P a g e E c o n o m ic L a w s P r a c t i c e

58 E LP F irm Prof i le 2018 Structured Finance Advised Essar Steel India Limited on a facility of USD 2 billion from various banks outside India to fund the payment of an advance to the client under an advance payment and supply agreement of ten years to supply certain iron and steel goods to certain buyers. Advised a leading diversified conglomerate in relation to subscribing to OCDs of a leading infrastructure company engaged in the provision of operation and maintenance services for wind energy plants. Advised the borrower group in the financing of a foreign subsidiary of a prominent Indian electronics manufacturing and marketing company for a USD 100 million facility. Advised a company held by prominent foreign banks and financial institutions on the Indian regulatory framework applicable to certain credit enhancement products desired to be marketed by the company. Advised a domestic company on the purchase of foreign compulsorily convertible bonds from holders thereof. Advised an Indian Fund House in connection with structuring a tax efficient cash-out pursuant to a refinance event in their portfolio company. Advised a private sector bank in its syndicated lending of up to INR 1000 crores to a borrower in the direct-tohome industry, which was backed by corporate guarantees, shortfall undertakings, pledges and non-disposal undertaking. Advised a private sector bank in relation to the Indian guarantee provided in their favour in pursuance to a standby letter of credit provided by an offshore branch of this bank. Advised a financial institution on subscription to an NCD Chambers Asia-Pacific issuance by a domestic infrastructure company. "They are very good, very fast and very Advised a private sector bank in relation to the enforcement approachable." steps required to be taken in case of an event of default for an existing structured finance transactions. We acted as the coordinating counsel for the client and coordinated with counsels from four other jurisdictions. Advised a company in the mining sector in its lending to a coal trader and in their back to back borrowing from a private sector bank to organize the necessary finances. Advised a private sector bank in its syndicated lending of up to INR 1,000 crores to a borrower in the direct-tohome industry, which was backed by corporate guarantees, shortfall undertakings, pledges and non-disposal undertaking. E c o n o m ic L a w s P r a c t i c e P a g e 57

59 F irm Prof i le E LP Real Estate Finance Advised Hiranandani Builders in relation to its financing of USD 199 million from Axis Bank Ltd. against lease rental receivables from four IT and Non-IT premises and/or buildings with total leasable area of lakh sq. ft. located in Mumbai. Advising a leading financial institution/fund on subscription to an issuance of Non-Convertible Debentures (NCD) by a domestic real estate entity secured by mortgage, pledge and backed by corporate guarantees to fund a real estate project in Mumbai, India. The deal size is approximately USD 22 million. Advised a leading real estate company for a term loan facility of USD 20 million (approximately) availed by the said company from a leading bank for a project in Mumbai, India Advised India Infoline Finance Limited in relation to its: subscription to secured NCDs amounting to INR 400 million issued by JLS Realty Private Limited on a private placement basis for the purpose of raising funds for constructing and developing a project under Slum Rehabilitation Scheme in Mumbai subscription to secured NCDs amounting to INR 1 billion issued by Ruchi - Priya Developers Private Limited in various series on a private placement basis for the purpose of raising funds for a township project situated in Mumbai under the Slum Rehabilitation Scheme. subscription to secured NCDs amounting to INR 800 million issued by a leading real estate company for the purpose of raising funds for a construction of a residential cum commercial building. subscription to secured NCDs amounting to INR 600 million issued by Spenta Enclave Pvt. Ltd. for the purpose of raising funds for constructing and developing a residential cum commercial project. subscription to secured NCDs amounting to INR 1.75 billion issued by Wadhwa Construction & Infrastructure Private Limited for the purpose of raising funds for development of a township project under the Navi Mumbai Airport Influence Notified Area (NAINA) scheme situated in Maharashtra. Subscription to secured NCDs amounting to INR 600 million Chambers Asia-Pacific issued by Transcon-Sheth Creators Private Limited to fund the development of the Tower-II of the residential project "The firm has been proactive and available to Beaugreen developed in Mumbai under Slum Rehabilitation discuss complex legal issues at short notice." Scheme. Advised a private sector bank on a USD million syndicated term loan facility to a real estate company. Advised a leading financial institution/funds on subscription to an issuance of NCDs (in two series) by a domestic real estate entity secured by a third party mortgage, pledge and backed by corporate guarantees to fund a real estate project in Mumbai, India, and including a term loan facility to the third party mortgagor for funding the real estate project. The deal size was approximately USD 70 million. Advised a leading real estate company for a term loan facility of USD 25 million (approximately) availed by the said company from a leading bank for a project in Mumbai, India. Advised a leading financial institution/funds on subscription to an issuance of Optionally Convertible Debentures by a domestic real estate entity (Issuer) secured by mortgage, pledge and backed by corporate guarantees to fund 58 P a g e E c o n o m ic L a w s P r a c t i c e

60 E LP F irm Prof i le 2018 a real estate project in Mumbai, India, including subscription to Optionally Convertible Redeemable Preference Shares issued by the Issuer. Additionally, advised the financial institution on extending a term loan to the third party mortgagor. The structure also involved the merging of the Issuer and the third party mortgagor. The deal size was approximately USD 20 million. Shipping Finance Advised DBS Bank Limited, Singapore, the lender, on an external commercial borrowing facility of USD 5.74 million extended to ABS Marine Services Private Limited for part funding the acquisition of a ship. Advised DBS Bank Limited, Singapore, the lender, on an external commercial borrowing facility of USD million extended to Epsom Shipping India Private Limited for part funding the acquisition of a ship by Epsom. Advised on the Indian legal aspects of the financing extended to a helicopter leasing, sales and full-service company for the financing of certain helicopters. Acting as the lender s counsel in relation to an ECB facility of USD million extended to a leading Indian shipping and logistics corporation by an offshore branch of a domestic bank. Acting as lenders counsel in relation to various credit facilities of USD 14 million availed by an Oil & Gas offshore marine services company headquartered in Mumbai against security of Mortgage of their Ships and escrow and charge over receivables by a domestic bank. Acting as lenders counsel in relation to ECB facilities of USD 26 million granted to a leading provider of Marine & Shipping services against security of Mortgage of two Ships in favour of lenders and hypothecation / charge over receivables, collection account and DSRA. Acting as lenders counsel in relation to ECB facility of USD 10 million extended to one of India's leading port operations and marine services company against security of Mortgage of their Ships and hypothecation/charge over receivables. Chambers Asia-Pacific "They protect the bank's interest by taking a commercially sound stand." Acting as lenders counsel in relation to various credit facilities of INR 180 million extended to an Oil & Gas offshore marine services company headquartered in Mumbai against security of Mortgage of their Ships and escrow and charge over receivables by a foreign bank. Acting as lenders counsel in relation to ECB facilities of USD 6.75 million extended to an Oil & Gas offshore marine services company headquartered in Mumbai against security of Mortgage of their Ships and escrow and charge over receivables. Advisory, Regulatory, Restructuring and Litigation Advising Arshiya Limited and group companies on an ongoing basis on its corporate debt restructuring arrangements, structuring mechanisms and litigation. E c o n o m ic L a w s P r a c t i c e P a g e 59

61 F irm Prof i le E LP Advised Bandhan Bank Limited in drafting and finalizing the standard documentation for its retail, agricultural and SME products launched in India. Advising a leading infrastructure financing company along with other lenders on the restructuring of the existing financing extended to a port infrastructure company for the concession granted for the construction, operation and maintenance of the Dahej Port in Gujarat on BOOT basis. Advised a leading international bank on vendor financing in India. Advised BLA Power on the voluntary corporate debt restructuring of its project financing of INR 3.95 billion for a coal based thermal power plant borrowed from a consortium of lenders led by the Allahabad Bank. Advised ICBC in relation to its legal processes and agreements when it set up its branch in Mumbai, which remains ICBC s only branch in India. Advised a Taiwanese bank on its trade finance documentation for transactions originating in India. 60 P a g e E c o n o m ic L a w s P r a c t i c e

62 E LP F irm Prof i le 2018 OUR INTERNATIONAL TRADE & CUSTOMS PRACTICE ELP s market leading International Trade and Customs practice represents companies to deal with international rules governing their businesses. Our team assists companies to develop and execute strategies to improve market access and minimize risk arising from international trade developments. Our Achievements We have been at the forefront of international trade law and policy in India since inception and have represented the Government of India in a WTO dispute before the WTO Panel and Appellate Body; and were one of the first firms to be appointed by the Government of India to advise on the WTO compatibility of India s largest export incentive program. Our highly rated trade litigation practice is involved in a large number of trade remedial litigations in the country at every level from the Antidumping and Safeguard authorities to the Supreme Court of India. Our international trade practice uses the rules of global trade at every level, national, bilateral and multilateral; to solve issues related to market access and resolve trade disputes between governments and Winner of Export Controls/Sanctions Law Firm of the Year (Rest of the World) (the only law firm outside of USA and Europe to be awarded) - WorldECR Awards 2016 & 2017 Top Tier for International Trade Chambers Global & Chambers Asia-Pacific 2010 to 2018 Top Tier for WTO/International Trade - The Legal 500 Asia-Pacific 2009 to 2018 Experts from the team have been recognized for their expertise in Trade & Customs private industry. We have been mandated by international Who s Who Legal organizations such as a Global 500 petrochemical conglomerate in Winner of International Trade Law Firm of Saudi Arabia to prepare an overall strategy to evaluate and mitigate the Year, India - ACQ5 Law Awards 2013 risks arising from potential trade remedial proceedings to their exports from around the globe. Our international trade team routinely works with other lawyers, international organizations, the Government of India and its various departments; including the Department of Commerce as well as other sovereign governments to service the needs of our clients. With offices in Mumbai, the commercial capital; and New Delhi, the administrative headquarters of the central government; we have unique access to industry and regulators. O U R S E R V I C E S Trade Regulations and Transactions ELP has broad expertise in handling advisory and enforcement matters involving trade controls, including export controls and economic sanctions. Our team understands the substantive legal constraints in this area with the key regulatory agencies such as the Ministry of Commerce, Ministry of Finance and Ministry of External Affairs. Our services in the area of international trade controls include: Assisting companies in developing export compliance procedures and export management systems and procedure reviews; Advising companies on the export classification of their goods, technologies, software and services; E c o n o m ic L a w s P r a c t i c e P a g e 61

63 F irm Prof i le E LP Drafting of documents and filings before the Ministry of Commerce, Ministry of External Affairs and other allied Ministries; Drafting and vetting of Agreements to be export control compliant between parties; Guide companies through export controls due diligence in domestic and multinational transactions; Conduct internal training and draft manual on export compliance; Guidance on anti-bribery laws and international trade sanctions; and Representation regarding import and export transactions and acquisitions of all kinds. Trade Proceedings ELP represents international and domestic clients in proceedings arising in relation to anti-dumping, countervailing, safeguard duties and other trade remedy proceedings initiated by the authorities in India. The firm also represents clients in antidumping and other trade law proceedings initiated by United States, the European Communities and other national jurisdictions. ELP has represented the Government Chambers Asia-Pacific Highly reputable practice which handles a broad range of both litigious and advisory work. Represents exporters both inside and outside India in extremely complex cases of India in a WTO dispute before the WTO Panel and the appellate that cross a range of jurisdictions. body. ELP has successfully worked with clients in over 100 trade cases Significant experience in duties and customs representing them in proceedings before the Investigating Authority and all the way up to the Supreme Court of India. ELP also provides advice on trade related issues such as Non-Tariff and Regulatory Barriers, transaction structuring to take advantage of investment treaties as well as valuation and rules of origin matters. Customs Litigation & Advisory Services The International Trade & Customs team at ELP advises clients on a wide range of customs compliance matters, including the proper classification and valuation of imported goods, rules-of-origin, the establishment and operation of Free Trade Zones ("FTZs") or Special Economic Zones ("SEZ"), duty entitlement and other export-import schemes and customs issues arising under the WTO Agreement. The team also offers advice on tax structuring for investment and tax optimization for ongoing businesses. We also provide assistance in relation to policy formation, tariff rationalization and government advocacy. WorldECR 2016 Awards They [ELP] work with almost anyone/everyone who deals in controlled sectors in India, one of the most critical countries/economies in the world today, they are unique is being both a local and such a globally-known specialised firm in this field. We also assist clients with complex valuation issues, including issues relating to under-invoicing and over-invoicing issues, royalty payments and licensing arrangements and circumvention issues. 62 P a g e E c o n o m ic L a w s P r a c t i c e

64 E LP F irm Prof i le 2018 Trade Policy In addition to its considerable dispute settlement experience, our International Trade & Customs practice draws on its legal, economic and accounting expertise to advice corporations, industry associations and the Government of India on various aspects of trade and investment policy. The team routinely develops strategies to address trade policy problems that integrate legal, regulatory, commercial, and political considerations and is able to offer our clients solutions without resorting to litigation. E c o n o m ic L a w s P r a c t i c e P a g e 63

65 F irm Prof i le E LP O U R W O R K H I G H L I G H T S Trade Regulations and Transactions Assisting and advising leading global technology company with their export control compliance requirements and application of Indian export laws to their operations in India. Advising multinational telecommunications and information technology companies on the impact and application of Indian export control regulation to their R&D operations established in India. Advised leading advanced material manufacturing company on export control regulations. Holding workshops for a leading global conglomerate on compliances to be undertaken under Indian export control regulations. The Legal500 Asia-Pacific Economic Laws Practice stands out for its excellent understanding of the commercial realities of trade. The firm s core strengths cover anti-dumping, anti-subsidy and safeguard issues, trade policy, WTO disputes, and customs litigation. Helping companies understand U.S. retaliatory sanctions directed at Iran (through the Iran Sanctions Act as recently amended by the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, or CISADA) and counterpart EU measures. Trade Proceedings Successfully represented ECI Telecom Ltd., Israel (producer and exporter in Israel) and Hangzhou ECI Telecommunication Co. Ltd. (producer and exporter in China PR) before the Directorate General of Anti-Dumping and Allied Duties in India in a Sunset Review Anti-Dumping investigation concerning import of Synchronous Digital Hierarchy SDH transmission equipment originating in or exported from China PR and Israel. We got a zero duty for the clients Successfully represented Oxyde Chemicals China Limited (exporter in Hong Kong) before the Directorate General of Anti-Dumping and Allied Duties in India in relation to an Anti-Dumping investigation concerning import of Phenol originating from Singapore, Korea RP and European Union. We got a zero duty for the client. Successfully represented Mitsui Phenols Singapore Pte. Ltd. before the Directorate General of Anti-Dumping and Allied Duties in India with respect to an Anti-Dumping investigation concerning import of Phenol originating from Singapore, Korea RP and EU. We got a zero duty for the client. Successfully represented Shanghai Chlor Alkali and Tricon Overseas Inc., USA at the Directorate General of Anti- Dumping and Allied Duties in a Sunset Review of Anti-Dumping duties levied on imports of Caustic Soda from China PR and Korea RP, initiated by the Directorate General of Anti-dumping and Allied Duties upon an application filed by the domestic producers of Caustic Soda. We secured NIL duty rate for the client. 64 P a g e E c o n o m ic L a w s P r a c t i c e

66 E LP F irm Prof i le 2018 Successfully represented Hanwha Chemical Corporation and Tricon Energy Limited, USA before the the Directorate General of Anti-Dumping and Allied Duties in relation to Sunset Review of Anti-Dumping duties levied on imports of Caustic Soda from China PR and Korea RP, initiated by the Directorate General of Anti-dumping and Allied Duties upon an application filed by the domestic producers of Caustic Soda. We secured NIL duty rate for the clients. Successfully represented JSW Steel Limited in before the Australian Anti-Dumping Commission an Anti-Dumping investigation. The matter involved various complexities such as various product types and a nuanced product categorization system for product comparisons in the context of dumping and injury margin calculations and favorable result in the Anti-dumping investigation lead to market advantage for the Client. Advised and represented Ardor International Private Limited in an Anti-dumping investigation before the Hon ble Supreme Court. The matter clarified as to how the WTO laws have to be applied with respect to the Indian Laws/ provisions. Assisting and representing Cairn India Limited before the CBEC and the Directorate General of Safeguard in relation to safe guard duty imposed by customs authority on imports of goods for undertaking petroleum operations. Represented Aluminium Bahrain in relation to Safeguard investigation initiated on application filed by domestic producers of Aluminium Ingots. Represented Canadian Solar Group in an Anti-dumping investigation before the Director General of Anti-Dumping and Allied Duties. Advised and represented Nippon Steel & Sumikin Stainless Steel Corporation, Nisshin Steel Co. Ltd. and JFE Steel Corporation from Japan before the Directorate General of Safeguards in a Safeguard investigation concerning imports of Cold Rolled Flat Products of Stainless Steel. Advised and represented Outokumpu Stainless Oy, Finland, Outokumpu Nirosta GmbH, and Germany from the European Union and Shanghai Krupp Stainless Co. Ltd. from China before the Directorate General of Safeguards in a Safeguard investigation concerning imports of Cold Rolled Flat Products of Stainless Steel. Assisted and represented Zigong Sediver Toughened Glass Insulator Co. Ltd, Sediver Insulators (Shanghai) Co. Ltd and Sediver S.A. (France) before the Director General of Anti-Dumping and Allied Duties in an Anti-dumping investigation concerning imports of Electrical Insulators. Advised and represented Formosa Plastics Corporation (United States of America), Tricon Energy UK Ltd. (European Union), Tricon Overseas Inc. (United States of America), and Tricon Dry Chemicals LLC (United States of America) before the Director General of Anti-Dumping and Allied Duties in an Anti-dumping investigation concerning export of Poly Vinyl Chloride. Represented ISMT limited before the Delhi High Court in Safeguard investigation. E c o n o m ic L a w s P r a c t i c e P a g e 65

67 F irm Prof i le E LP Successfully represented ISMT Ltd., Jindal SAW Ltd. and Maharashtra Seamless Ltd. before the Directorate General of Safeguards in order to seek imposition of Safeguard Duty on imports of seamless pipes and tubes into India. Assisted and Represented Sterlite Technologies Limited in an antidumping investigation in China concerning imports of optical Chambers Asia-Pacific fibers from India. They always provide legal advice promptly and their accuracy was backed up by a great Advised and represented Technova Imaging Pvt. Ltd. before the deal of experience in trade disputes. Director General of Anti-Dumping and Allied Duties in an antidumping mid-term review investigation conducted to examine whether owing to changed circumstances, the existing anti-dumping duties are liable to be modified or revoked. Assisted and Represented Uttam Galva Limited before the Australian Anti-dumping Commission in an antidumping investigation concerning exports from India. Represented a producer and/or exporter from Israel and its wholly owned subsidiary Israel located in China PR in an anti-dumping investigation concerning Synchronous Digital Hierarchy Transmission Equipment (SDH) originating in or exported from China PR and Israel. Advising an Importer Association in India with Mid Term Anti-dumping review on imports of Maleic Anyhdride from China PR and Indonesia. Represented producer cum exporter from Thailand along with the exporters from Japan and Singapore in an anti-dumping duty investigation on Phenol originating in or exported from Thailand and Japan. Represented producer cum exporter from Thailand along with the exporters from Japan and Singapore in an anti-dumping duty investigation on Acetone originating in or exported from Thailand and Japan. Represented one of the largest importers of Penicillin-G Potassium and 6-APA in an anti-dumping duty investigation on Penicillin-G Potassium originating in or exported from China PR and Mexico and 6-APA originating in or exported from China PR. Represented a Chinese Exporter from China PR in an anti-dumping duty investigation on Glass Fiber from China PR. Represented three exporters from Taiwan in an Anti-dumping duty investigation on Polypropylene originating in or exported from Korea RP Taiwan and USA. Successfully assisted the domestic industry in recommendation of Safeguard duties in the Safeguards Investigation concerning imports of Seamless Pipes and Tubes. Represented an exported from Taiwan and two industrial user associations in India in relation to Safeguard Duties investigation on Phthalic Anyhride. Successfully assisted the domestic industry in securing a continuation of duties in the Sunset Review of Antidumping Duties levied on imports of Vitamin A Palmitate from China PR and Switzerland. 66 P a g e E c o n o m ic L a w s P r a c t i c e

68 E LP F irm Prof i le 2018 Successfully assisted the domestic industry in securing a continuation of duties in the Sunset Review of Antidumping Duties levied on imports of Pre-sensitised Positive Offset Aluminium plates originating in or exported from China PR, Bulgaria, Malaysia, Singapore and Korea RP. Represented an exporter from Taiwan secured a NIL rate of duty for the exporter in relation to an anti-dumping investigation on Poly Vinyl Chloride Paste Resin (PVC Paste Resin) originating in or exported from China PR Japan Korea RP Malaysia Russia Taiwan and Thailand. Represented an exporter from European Union (EU) and secured Chambers Asia-Pacific a NIL rate of duty for the exporter in an Anti-dumping investigation This impressive group covers a broad range on imports of Hot Rolled Coils originating in or exported from of international trade matters, including European Union, China, Korea, and Taiwan. trade remedies, trade policy and WTO Represented an importer in India and secured the termination of disputes. duties from all subject countries in an anti-dumping investigation on imports of Aniline originating in or exported from United States of America and Japan. Trade Policy Advised a local Association in formulating its strategy to address the definition of Indian whisky at the World Customs Organization and through bilateral negotiations with the European Union. Advised the Asia Pacific Trade Agreement (APTA) Secretariat on Non-Tariff Barriers. Advised the Indian wines and spirits industry on labelling requirements in the EU and the U.S. Advised the Ministry of Commerce, Government of India on non-tariff barriers to trade (NTBs) in the context of bilateral engagements, including Indo-EU, the Indo-Japan, Indo-Korea, Indo-EFTA and India-BIMSTEC FTAs respectively. Advised the Export Promotion Councils on retaining Generalized System of Preferences benefits in the United States. Advised the Export Promotion Council of India on securing greater access to the European Union market for readymade garments in the context of the proposed Indo-EU Trade & Investment Agreement. India Partner for a global study conducted by UNCTAD Geneva on non-tariff barriers to trade affecting imports and exports as part of a worldwide, UNCTAD/ITC/UNESCAP funded project. Regular representation to a company in identify opportunities as well as defending interests during negotiation being held between two governments on signing of Free Trade Agreements (FTAs)/ Regional Trade Agreements (RTAs). This also involves strategizing imports and exports to avail the benefits under various FTAs/RTAs. Chambers Asia-Pacific They are experienced with strong knowledge of the industry background Non-Tariff Barriers concerning food safety, product regulation and industrial standards issues. E c o n o m ic L a w s P r a c t i c e P a g e 67

69 F irm Prof i le E LP Customs Litigation & Advisory Advised and represented multiple clients including: Adani Exports Ltd., Hindalco, Sterlite, Reliance, Indian Exporters Grievance, Supreme Petrochem and Welspun in relation to appeals relating to Notifications and public notices which purport to amend a scheme framed as a part of the statutory policy notified under the Foreign Trade (Development & Regulations) Act, 1992 inter alia withdrawing the benefits under the DFCE scheme/target Plus Scheme with retrospective effect after the export obligations were undertaken by the assesses. Advising on the establishment of Special Economic Zones (SEZs) and issues surrounding tax treatment, compliance with export rules and refunds. Acted on behalf of India's largest Corporate Group in the successful resolution of India's largest tax demand of USD 2 Billion. Secured relief for Indian exporters under the Target Plus Scheme, the amount in dispute being approx. USD 2 Billion. 68 P a g e E c o n o m ic L a w s P r a c t i c e

70 E LP F irm Prof i le 2018 OUR INFRASTRUCTURE PRACTICE ELP provides integrated legal solutions covering all areas of an infrastructure project. We bring together legal professionals with varied experience and top of the line skill sets impacting all aspects of an infrastructure project, from its inception, continuing through award of the project or formation of a joint venture, financial close, design, investment, construction, operation and management. To ensure that our clients projects are cost effective, we assist clients through our multidisciplinary approach and our commercial Our Achievements understanding at every stage in the lifecycle of a project. We assist clients in managing risk through our strong understanding of Top Tier for Projects & Energy - The Legal 500 Asia-Pacific 2016 to 2018 regulatory issues and by bringing to the table our expertise in undertaking due diligence exercises, drafting and negotiating Leading Firm for Projects, Energy & concession, design consultancy, construction, civil engineering, Infrastructure - Chambers Global & equipment supply and O&M contracts. We help sponsors and lenders allocate and minimize risks of delivery and performance. We also advise project companies, sponsors, strategic investors and funds Chambers Asia-Pacific 2010 to 2018 Tier 2 for Energy & Infrastructure - IFLR1000 Energy & Infrastructure Guide 2015 to 2018 regarding equity dilution, investments in equity and debt securities Highly Recommended for Energy & Natural and public offerings. Resources; and Infrastructure - Asialaw We advise clients from both the public and private sectors, including: Profiles 2017 & 2018 sponsors/project vehicles sponsors; governments and regional Experts from the team have been recognized authorities; third-party equity investors; vendors; construction for their expertise in Construction - Who s contractors; and building and facilities management sub-contractors. Who Legal We advise clients across sectors including Construction and Real Estate Projects; Special Economic Zones; Transportation including Ports, Roads, Airports and Metros; Energy; Telecom; Leisure and Hospitality; and Water and Sanitation. We bring to the table cross-practice experience to provide our clients with comprehensive advice. The Real Estate; Corporate Commercial; Tax; Hospitality and Dispute Resolution practices at ELP have a bearing on the advice provided by us in connection with infrastructure projects. O U R S E R V I C E S Due Diligence reviews, covering transactional, financial, environmental, tax and compliance related issues; Tax efficient structures to identify tax exposures and optimal tax structuring; Transactional documentation. Our experience is varied and includes the drafting and reviewing of: Invitations for tenders and bidding documents; Concession Agreements, Implementation Agreements, and State Support Agreements; Power Purchase Agreements/Power Conversion Agreements, Fuel supply; Financing Documentation including Facility Agreements and Security and Contractual Comfort Agreements; E c o n o m ic L a w s P r a c t i c e P a g e 69

71 F irm Prof i le E LP Joint Venture, Share Subscription and Shareholders Agreements and Business Transfer Agreements; Verification of title to underlying property, sale deeds, lease deeds and development agreements and other conveyance deeds in relation to acquisition of rights, interest or title in the underlying property; Engineering, Procurement and Construction contracts; Service Agreements and Consultancy Arrangements; Operation and Maintenance Contracts. Risk strategy advice and all aspects of risk allocation and management and the unique features of risk allocation and management structures in both privately financed and state funded infrastructure transactions. Negotiation of documents on behalf of our clients; Resolution of disputes and litigation flowing from the projects; and Compliance with all applicable laws such as project specific regulations, investment laws, company law, indirect taxes, developmental regulations, environmental regulations, labour, corporate, exchange control and other commercial laws. Chambers Asia-Pacific Well-reputed team with a focus on ports, roads and township construction as well as major energy projects and related O U R WO R K H I G H L I G H T S Transport Infrastructure Hyderabad Metro: Assisted L&T in relation to queries on the commencement of construction works on the Hyderabad Metro as per the terms of the concession agreement with the Government of Andhra Pradesh and drafting documentation in relation to certain further understanding in relation to the concession agreement and the conditions precedent thereto. Mass Rapid Transit System in Mumbai: We assumed the role of the Indian legal counsel advising the procuring authority in relation to the proposed public private partnership for implementation of the Mumbai Elevated Mass Rapid Transit System. We were involved in a detailed review of various project documents such as the concession agreement and shareholders agreement and the charter documents of the proposed special purpose vehicle company; and all applicable legislations including those impacting the vires of the project. Our scope of work also included examining the required amendments to existing laws or promulgation of new enabling legislations, for facilitating project implementation in a smooth manner. We additionally addressed concerns such as land acquisition, company law issues, environmental clearances and other local laws, allocation of risks, evolution of the best suited model for establishing a public private partnership for the project and the documentation for such a model. Mass Rapid Transit System, Bangalore: When Mr. Talwar was with a London law firm, he rendered advice to the procuring authority in relation to the implementation of a Mass Rapid Transit System in Bangalore, including drafting of an enabling legislation to allow for private sector participation and drafting of the Concession Agreement. The scope of work in this project included a detailed review of all applicable central, state and local legislations, proposed amendments to the existing laws in order to ensure the legal validity of the rights proposed 70 P a g e E c o n o m ic L a w s P r a c t i c e

72 E LP F irm Prof i le 2018 to be exercised by the procuring authority, including grant of the concession, modelling the structure for public private participation, risk allocation and documentation. Hyderabad International Airport: We assisted a leading international law firm, who were acting for the developer of the airport in conducting detailed analysis of all Indian law related Chambers Asia-Pacific issues arising out of the project including those under the Andhra Pradesh Infrastructure Development Act (the state legislation governing private "We have received good-quality and participation in infrastructure projects), taxation issues, local legislations well-researched documents, which pertaining to land acquisition, employment, clearances required for the look at various angles and show the project and the environmental issues and a detailed review of project expertise we employed them for. It documents such as the concession agreement, state support agreement, stands us in good stead when we joint venture agreement, shareholders agreement, various land take it further." documents and other related agreements and documents. Mumbai International Airport: We represented the Mumbai International Airport Limited in relation to the expansion and renovation programme of the Chhatrapati Shivaji International Airport (CST), Mumbai. Our scope of services included the drafting and negotiation of the downstream contracts of Mumbai International Airport Limited, inter alia, for the appointment of the consultant for rendering design consultancy services and the Project Manager. Indira Gandhi International Airport: We represented an Indian multinational conglomerate construction and engineering company in relation to the expansion and renovation programme of the Indira Gandhi International Airport, Delhi in its role as the erection, procurement and commissioning contractor; and on their bid processes and/or documentation for the appointment of various sub-contractors and vendors. Maharashtra Airport Development Company Limited: We advised Maharashtra Airport Development Company Limited in relation to the concession granted by it for the development of a road terminal in the MIHAN Area, Nagpur District, and Maharashtra. Commercial Ventures, Delhi International Airport: We advised a French hotel group in respect of its bid for the development of hotels in the Hospitality District proposed to be developed by the Delhi International Airport Limited. We reviewed the terms and conditions of the tender and the drafts of the development agreement and security deposit agreement attached thereto and analysed and advised on Chambers Asia-Pacific the risks therein. Airfields: We advised a Delhi based company in their role as subcontractors for engineering procurement and construction for 30 airfields. Clients praise this firm for its lawyers sector knowledge and the promptness of their responses. Toll: Advised a listed infrastructure company in relation to participating in the toll collection and retention and/or appropriation rights of its subsidiary awarded 3 toll road concessions across India. For this we reviewed the Concession Agreements and drafted the O&M Agreements and Tolling Agreements. Golden Quadrilateral: We advised a prominent Indian infrastructure company on its participation as a private operator in the Tuni-Ankapally Highway project, as part of the Golden Quadrilateral scheme. E c o n o m ic L a w s P r a c t i c e P a g e 71

73 F irm Prof i le E LP Roads: Advised a Canadian based multinational fund in their investment of approximately INR 170 crores in an Indian infrastructure company implementing a 188 kilometre national highway project on a Build Operate and Transfer basis. We also drafted the engineering, procurement and construction and the operation and maintenance contract for the company. Mumbai and Delhi International Airports: We advised a listed Indian conglomerate in relation to the Pre-Bid Agreement with its co-consortium members for the proposed bid for the Mumbai and Delhi international airports. On the indirect tax front, ELP assisted Mumbai International Airport Limited and Delhi International Airport Limited on the following: Carrying out a Due-Diligence review from an Indirect tax perspective, which covers overseeing all their transactions, highlighting exposures and saving opportunities and optimizing tax credits; Representing the companies on the critical issue relating to levy of Service tax on Annual Fee paid under the Operation, Management and Development Agreement, entered into with Airports Authority of India. We were successful in getting an interim stay order in that case; and Advising Mumbai International Airport Limited as regards availability of credit on construction activities particularly in relation to the CBEC circular stating that credit is not available for Excise Duty/Service tax paid in respect of construction activities as they are not used for providing any output service. NHAI Concessions: We advised the concessionaire on two of NHAI s major National Highway 6-laning projects: the Vadodara to Bharuch Section of NH-8 in Gujarat State - BOT Negative Grant contract; and the Palanpur to Swaroopgunj Section of NH-14 in Gujarat and Rajasthan States - BOT Annuity contract. We undertook an analysis of all legal aspects of the project and the Concession Agreement and formulated a comprehensive risk analysis The Legal500 Asia-Pacific highlighting the various contractual and commercial issues relating to the The interaction between the various rights and obligations of the concessionaire under the concession. internal team appeared very professional and our expectations State Highway Concessions: We advised an Indian multinational conglomerate construction and engineering company in its role as concessionaire in the following concessions: from a law firm were better met by ELP in comparison to others, comments one client. Gujarat State Road Development Corporation for the 4-laning of the Ahmedabad-Viramgam-Maliya road on BOT basis. Maharashtra State Road Development Corporation for the widening of the Sion-Panvel highway. We prepared a risk analysis punctuating the legal, structural and commercial risks borne by the concessionaire with strategies for mitigation of the same. Port Infrastructure Advising a leading Indian infrastructure financing company on the restructuring of the financing and, the construction and development of a port in Gujarat on a BOOT basis. Advising DP World on the: 72 P a g e E c o n o m ic L a w s P r a c t i c e

74 E LP F irm Prof i le 2018 development of Ports and Warehouses in Thilafushi Island. construction and operation of a 330 metre container terminal at the Jawaharlal Nehru Port. Advising APM Terminals in relation to the prequalification bid for the development of a container terminal facility at Diamond Harbour, Kolkata. Advising one of the world's largest container terminal operators on its appointment as operator of a port in Chennai. Abbot Point Coal Terminal: We advised a leading Indian port operator on its acquisition of the Abbot Point Coal Terminal X-50 in Australia, a fully constructed and operational terminal. This included advising the client in the documents to be executed by the bidders for the acquisition of the Abbot Point Coal Terminal X-50. We conducted a detailed review of all the documents by which the Abbot Point Coal Terminal X-50 was to be acquired by the client including the Sale and Purchase Agreement, the relevant leases and services agreements including agreements with employees and issues related to the takeover of the existing employees. In addition we provided a legal opinion relating to the enforceability of the relevant documents to be executed by Mundra Port and Special Economic Zone Limited under Indian law. Model PPP contract structure for the Port Sector: We assisted a port operator in relation to the proposed standardisation of Concession Agreements for the Indian port sector that was spearheaded by the Planning Commission, Government of India. We analyzed the characteristics of several models of PPP structures in India and advised the Government on the feasibility and legal issues in respect of the same. We were appointed by the Indian Private Ports Terminals Association to assist it in cogently putting across its views on revised tariff policy to the Ministry of Shipping and Planning Commission. As a part of this process, we accompanied the Members of the Association for all relevant meetings at these Governmental bodies, prepared relevant representations and presentations and minutes of the meetings. ELP was instrumental in drafting the key elements of the alternative tariff policy suggested by the Association to the Ministry of Shipping and Planning Commission. Ports in Andhra Pradesh: We advised a leading Indian port operator of its proposed acquisition of three companies developing an integrated port and port based industrial corridor in Andhra Pradesh. Our advised included advice in relation to the proposed structure of the acquisition. Port on the Eastern Coast: Advised with respect to issues arising in a sub-concession to construct and operate a container terminal at a multi-purpose port on the eastern coast of India. Gangavaram Port, Andhra Pradesh: We rendered legal advice in relation to its investment in the Gangavaram Port in Andhra Pradesh and in relation to the operation and management contract. Ennore Container Terminal: We advised the client on its joint venture with the government SPV for the development of a container terminal at Ennore. We drafted the joint venture agreement and negotiated the same on behalf of the client. Fujarah Port, U.A.E.: We advised on the successful closure of a port project for development of a Container Terminal at Fujairah Port, United Arab Emirates, on BOT structure on a revenue sharing basis. E c o n o m ic L a w s P r a c t i c e P a g e 73

75 F irm Prof i le E LP Container Terminals in Cochin: We advised the client on all aspects of privatization right from the stage of the submission of the bid to the successful negotiation and finalization of the concession for the implementation of the Rajiv Gandhi Container Terminal at Willington Island, Kochi and the Greenfield International Container Transhipment Terminal at Vallarpadam, Kochi on BOT basis. Our scope of services included a detailed review of all legal aspects of the project including vires and the Private Sector Participation Guidelines issued by the Government. In addition, we examined various contractual and commercial issues relating to the various rights and obligations of the concessionaire under the concession, viz., tariff related issues, environmental concerns, issues pertaining to land acquisitions, issues involving local authorities and other issues affecting the viability and bankability of the project. As the project involved not only the construction and operation of a greenfield International Container Transhipment Terminal at Vallarpadam, Kochi on BOT basis but also the operation and management of the existing and operational Rajiv Gandhi Container Terminal at Willington Island, Kochi we advised on issues with respect to the takeover of the Rajiv Gandhi Container Terminal specifically with respect to the employees taken over Container Terminals, Aden Port, Yemen: We advised the client on its successful bid for the development of the existing Aden Container Terminal and development of the new Ma alla Transhipment Container Terminal at the Port of Aden, Republic of Yemen. We reviewed the concession agreement, the management services agreement, port services agreement and consultancy agreements and negotiated the same on behalf of the client. Doraleh Port, Djibouti: We advised on the concession for the development and management on a hybrid BOOT structure for the Greenfield Doraleh Port, Doraleh Container Terminal, Doraleh Oil Terminal and a free zone at Doraleh, Republic of Djibouti. In this regard, we reviewed and drafted the The Legal500 Asia-Pacific concession agreement, management services agreement, port services agreement and lenders direct agreement. This project also involved Economic Laws Practice has been Government equity participation and in this context, we advised the client involved in an array of on and drafted the joint venture agreement. infrastructure projects, both on the financing and transactional side. It Gwadar Port, Pakistan: We were engaged by the port operator on the is known particularly for its portsector expertise but also works BOT project for the Gwadar Port, Balochistan, and the Islamic Republic of Pakistan, which was based on the unit rate revenue sharing model. We regularly on airports, rail, energy, reviewed the concession agreement, prepared a risk matrix advising on power and roads projects. the allocation and management of the legal and structural risks arising out of the concession agreement and assisted in drafting the same. Mia Zayed Port, Abu Dhabi: We advised the client with respect to the drafting of agreements and negotiations with Abu Dhabi Sea Port Authority, for the management of the Mina Zayed Port at Abu Dhabi. Tuticorin: We rendered legal advice to a port operator on its strategy for the renegotiation of the concession agreement with the Tuticorin Port Trust and assisted in the formulation of relevant representations in this regard to the Tariff Authority on Major Ports (TAMP). Advised a leading shipping company in its request for proposal and request for qualification for appointment of an EPC Contractor for a quay in India. 74 P a g e E c o n o m ic L a w s P r a c t i c e

76 E LP F irm Prof i le 2018 Minor Ports We represented a consortium of members comprising of international port players seeking to invest in and develop an existing LNG driven minor port in the State of Gujarat. We conducted an extensive review of the vires of the existing concession, allocation of risks therein; impact of local legislations and in relation to evolution of the investment structure for the consortium. We also advised a private operator extensively on the form of private sector participation, the terms of the Concession Agreement and the financing of the development of a green-field minor port in east India. The final model selected was on the BOO structure. Marine Works contract: We advised a Dutch engineering and construction company on dispute management and settlement strategies for closure of their disputes with the Employer and Lead Consortium Member in relation to a marine works contract at Hazira, Gujarat. Dredging: We advised an international dredging company on the Indian Dredging Policy and reviewed their Capital and Maintenance Dredging Contracts for two minor ports in India. We also advised them in relation to a Partnering and/or Alliance structure with the Employer and other works contractors for the development of a minor port on the western coast of India. Water Infrastructure Advising the Municipal Corporation of Greater Mumbai in relation to the bid documents relating to the design build contract for the development of a sewage treatment plant in Colaba, Mumbai. GIDC: We were appointed by the Gujarat Infrastructure Development Corporation (a government corporation), to their panel of legal advisors for various projects initiated and facilitated by them within the State of Gujarat, India. Water supply and distribution, Andhra Pradesh: We advised a consortium of clients, on the regulatory and structural issues concerning a concession for the supply and distribution of water at Kakinada on the coast of Andhra Pradesh. The mandate included the conduct of a feasibility study for the privatisation of the operation of water related services including Chambers Asia-Pacific advice on the possible legal structure, regulatory framework and tariff The firm is especially adept at structure. handling transport-related projects, Ulhasnagar Municipal Corporation Concession: We advised a developer including ports, highways and on a concession granted by the Ulhasnagar Municipal Corporation for the airports. Of particular note is its development of an independent water source and augmentation of the work related to Greenfield ports, existing water supply system for supply of treated water in bulk. both in India and overseas. Joint Venture in Water: Advised a listed French water company in its proposed joint venture with a listed Indian infrastructure company. In addition we are also advising them in their proposed bids for various water projects across India. Review of Tender Documents: Advised and prepared a risk matrix for a leading French water company in its proposed bids for water projects across India. E c o n o m ic L a w s P r a c t i c e P a g e 75

77 F irm Prof i le E LP Advised a leading infrastructure company involved in maintenance of transport, urban and services infrastructure for its entry into India. We also advised them in relation to projects undertaken by them in the water sector. Other Infrastructure Advising Larsen & Toubro (L&T), the contractor, in relation to the shell and core works for the Dhirubhai Ambani International Convention and Exhibition Centre (DAICEC) being developed by Reliance Industries Limited in Mumbai Advising a leading architectural contractor and a leading project management company on the development and construction of public utility, weekly market, and commercial and residential Premises on open land in India on a build, operate and transfer basis. Advised Sahara Turner Constructions Limited in their role as construction contractor for the construction of country wide integrated townships programmes. Advising Turner Project Management India Private Limited in relation to: its proposed participation in the competitive bidding process for project management consultancy services concerning the development of the statue of Chhatrapati Shivaji Maharaja along international standards in the Arabian Sea in Mumbai. the project management contract for the building of the Statute of Unity project in the State of Gujarat, together with associated tourism infrastructure at the site. Advising Aga Khan Educational Service, India (AKESI) on the Construction of a center of excellence in education near Hyderabad, India by the Aga Khan Development Network. The project is a K-12 academy for 750 students, later expandable to 1200 students, which consists of educational, administrative, residential, athletic, and support facilities. Advising the Cancare Trust in the review, negotiations and finalization of a contract under which the MCGM granted it the right to construct a cancer hospital in Mumbai by way of a concession for providing medical assistance to cancer patients at affordable and/or concessional rates. Advising Tata Communications Limited, one of the consortium members, in the bid for the concession for developing the Information and Communications Technology (ICT) for a city proposed to be set up in the State of Gujarat known as GIFT. Advised RNA Corp in relation to the development of a residential Project known as Metropolis in Mumbai. RNA wishes to award the contract for the construction to Hyundai Development Corporation (HDC) a Korean construction company. The construction Contract will be based on the FIDIC Red Book and will be on a cost plus reimbursement of indirect expenses basis. Oil & Gas National Gas Pipeline, Gujarat Andhra Pradesh: Advised a foreign client in their contract with a large private sector gas transport and infrastructure company for construction of a Natural Gas pipeline from Bharuch in 76 P a g e E c o n o m ic L a w s P r a c t i c e

78 E LP F irm Prof i le 2018 Gujarat to Kakinada in Andhra Pradesh. In this regard, ELP is assisting the client with the opening of a Project Office in India. ELP has provided client with model handbooks mapping the legal frame work in India operational in various spheres and requisite corporate and Labour compliances. ELP advises client on the various contracts it undertakes and/or proposes to undertake with Indian entities. ELP has advised client on methods of investing in India including compliances involved and tax efficiency of establishing a joint venture locally and starting a wholly owned subsidiary company. Gas Distribution Project: We advised the Government of Maharashtra in relation to a gas distribution project. We conducted an extensive due diligence exercise involving review of existing and proposed legislations, the legal exposure and risks, technology transfer and also designed the corporate structure and project finance for the project. CGDs across several states: We represented a large public listed company in the oil and gas space in the formation of a joint venture with an Indian Government undertaking for the development of City Gas Distribution Projects in several States and Union Territories in India. CGDs in UP: We represented a large player in the oil and gas space in the formation of a joint venture with several Indian Government undertakings and financial institutions for the development of City Gas Distribution Projects in several Lucknow, Agra and other cities in Uttar Pradesh. Power (including Renewable Energy) Advised BLA Power Private Limited in relation to: the change in fuel supply arrangement in light of the current fuel supplier s inability to source coal due to cancellation of its mine under the order of the Supreme Court. an EPC for a large steam turbine generator for its power station in Chambers Asia-Pacific Madhya Pradesh. The team has traditionally been a a supply contract for setting up an independent 320 MW thermal strong player in infrastructure power plant at Gadarwara, Madhya Pradesh matters, but it has also brought its expertise to bear on several energy Hydel-Power Project, Himachal Pradesh: We have advised an and greenfield hotel projects of late. international consortium regarding its proposed investment and participation in two medium sized hydro-power projects in Himachal Pradesh, India procured through a tendering process. The scope of our services includes negotiating with the Government in respect of the implementation agreements, structuring contracts, and drafting and negotiating the contracts, including power purchase agreement, engineering, procurement and construction contracts and operation and management contracts. Hydel Power Project, Arunachal Pradesh: We are currently advising a Hyderabad based company in the acquisition of a company that has been granted a right to develop a hydel power project in Arunachal Pradesh. EPC - Thermal Power Project, Madhya Pradesh: We are currently advising a power company in relation to setting up of a thermal power plant in Madhya Pradesh. Our mandate includes reviewing and advising on the implementation agreement with the Government of Madhya Pradesh, review and drafting of documents for E c o n o m ic L a w s P r a c t i c e P a g e 77

79 F irm Prof i le E LP engineering, procurement and construction right from the stage of the tender inviting contractors to the final agreement, and drafting and negotiating of fuel-supply agreement, power purchase agreements and technical consultancy services agreement. Additionally, on the tax front, our mandate involved reviewing and drafting the tax clauses, finalization of the contract structure to ensure tax efficiency, reviewing of tender documents and negotiations with the contractor. With respect to the same project, we were also instrumental in providing advice on the International Competitive Bidding option available to power plants, which would result in substantial tax savings for the clients. Thermal Power Project, Madhya Pradesh: We advised a power company in the review and negotiation of power purchase agreements with the Government of Madhya Pradesh as well as the implementation agreement. We also advised the same company in relation to the power sale agreement it executed with a trading licensee. Power Purchase Agreement, Odisha: We are currently assisting a steel company with the drafting and negotiations of a power purchase agreement with a thermal based power plant company in Odisha. Thermal Power Project Gujarat: We advised a power company in a power sale transaction in relation to the sale of power from its plant at Gujarat. Our scope of services included drafting of the power purchase agreement and negotiations with the purchaser. We are also currently assisting the same company with drafting, review and negotiations of documentation for investment by a private equity fund in such company. We advised a leading contractor and heavy equipment manufacturer regarding its participation as the Contractor in several erection, procurement and construction contracts. Our mandate has included the analysis of legal, tax and structuring risks, review of bid documents, drafting and negotiating of the Special and General Conditions of Contract, Consortium Agreements and sub-contracts for the following projects: Anpara C 1000 MW Sub Critical Thermal Power Plant in Uttar Pradesh: The Anpara C Project is amongst the single largest private investment in the Energy generation sector. We acted for a bidder for the Project in drafting and negotiating the contract documents. Sipat 3 x 660 MW Super Critical Thermal Power Plant: We represented the primary contractor in negotiating the Contract Documents with one of India s largest power companies. Chambers Asia-Pacific We also advised on several aspects of erection, procurement and commissioning contract for steam generators. I m impressed by their service 250 MW extension to the Thermal Power Plant at Budge Budge, West standards. They understand market Bengal: We assisted the contractor in reviewing the Tender standards and give commercial Documents. advice on what we should do. Stage 4 Unit 7 of the Thermal Power Station at Vijayawada, Andhra Pradesh: We advised the contractor on legal, tax and structuring risks and reviewed the Tender Documents. 355 MW Short Gestation Liquid Fuel Based Power Project at Kondapalli, Andhra Pradesh: We represented the Contractor in a customs valuation matter regarding the importation of the goods for the project, the same was successfully remanded by the Customs Excise Service Tax Appellate Tribunal to the Commissioner for a readjudication of the matter. We also assisted the Contractor on an ongoing basis, on various company law and contract issues emanating from the Contractor being a minority shareholder in the Project Company. 78 P a g e E c o n o m ic L a w s P r a c t i c e

80 E LP F irm Prof i le MW Combined Cycle Power Plant to be set up in Gujarat: We advised a Potential Contractor in negotiating the Contract Documents. We were appointed by a consortium of Power Companies in respect of their policy initiatives in respect of service tax on construction activities. Wind Energy: We advised on the tax and contractual aspects of an EPC Contract for setting up a Wind Energy Project in Andhra Pradesh. Thermal Power Plant, Tamil Nadu: We advised a private equity investor, in relation to its leveraged acquisition of the equity in a company holding two Captive Thermal Power Project assets (18 MW and 144 MW) and one Independent Combined Thermal and Biofuel Power Project (300 MW) asset in Tamil Nadu. Our mandate included the conduct of a thorough due diligence of the Power production assets, the construction and O&M contracts, the Off-take contracts as well as the drafting and negotiations of the Share Purchase and Shareholders Agreements with the promoter group. Captive Thermal Power Plant, Maharashtra: We advised a large steel producer in relation to a Captive Thermal Power Plant (17.44 MW), Dolvi, Maharashtra. Our scope of services included the review and negotiations of the on-shore and off-shore components of civil works, equipment supply, assembly and commissioning on behalf of the Owner. We also advised on the indirect tax implications of entering into a turnkey contract with an international contractor. Super Critical Boilers: Advised a prominent German company engaged in the manufacture of super critical boilers in its joint venture and license of technical knowhow with a listed Indian company. We also advised the joint venture company in its bid submitted to the Rajasthan Rajya Vidyut Utpadan Nigam Limited (a state electricity generating company). Transmission: Represented a listed Indian company in their bid documents for appointment of contractors for the EPC of transmission lines from Bongaigoan to Siliguri under transmission facilities associated with the east north inter-connection project. Solar Power: Advising a German company engaged in EPC and O&M of concentrated solar power plants in entering into a joint venture with an Indian Energy Company to be engaged in the same business in India and license of technical knowhow mw power station, Vishakapatnam, Andhra Pradesh: Advised on the corporate structure for the setting up of a power station. Grid Connected Waste Heat Recovery Power Plant: We advised a power company developing a grid connected waste heat recovery power plant on the agreement to be executed by it for obtaining flue gas, being the fuel required for the power plant, from its supplier. We assisted the company in drafting and reviewing the agreement. We are currently assisting the same company in the review and negotiation of a power purchase agreement for an offtake of power from the power plant. Foreign Trade Policy advice: Advised an energy major on various benefits under the Foreign Trade Policy for setting up a nuclear power project in India. E c o n o m ic L a w s P r a c t i c e P a g e 79

81 F irm Prof i le E LP We act as indirect tax advisors to the a leading Group of Companies engaged in the infrastructure sector, including power, in respect of its various projects in the Power Sector including India s largest project in Vemagiri. Manufacturing & Mining Advising an independent power producer in relation to a long term fuel supply agreement with a coal supplier. We assisted the client in drafting and negotiating the fuel supply agreement; Advising Balasore Alloys Limited, an Ispat group company on its proposed competitive bidding process for developing an underground chrome ore mine at Odisha. Advised an Indian mining company in relation to winding up of its coal block operations and termination of its coal supply contracts pursuant to the Supreme Court judgment whereby some coal block allocations were cancelled. Advised a listed company in respect of its USD 1.2 billion investment in Copper and Aluminium projects in Northern and Eastern India Provided a power company with documentation and negotiation support services for acquisition, erection, commissioning and operation of Blast Furnaces used in the client s Smelter plants, including Licensing Agreements. Advised a prominent Indian conglomerate in relation to the acquisition of licenses for exploration, prospecting and mining of ores and drafting of Ore Raising and Ore Sale Contracts. Acted for a large steel manufacturer in several matters regarding several mining and sale contracts in relation to iron ore, manganese ore and coal and other off take agreement with government owned entities. Drafted the standard form Works, Supply and Consultancy Contracts for a global chemicals company involved in agriculture in respect of their proposed plant erection projects in India. Advised a renowned integrated metals and mining company in relation to the first privatised transmission project in India, and, was engaged in a comprehensive indirect tax review exercise covering the company s operations throughout India. 80 P a g e E c o n o m ic L a w s P r a c t i c e

82 E LP F irm Prof i le 2018 OUR REAL ESTATE PRACTICE PROFILE ELP offers a diverse range of services in the real estate, hotels, tourism and Special Economic Zones (SEZs) space. We have advised upon, structured and negotiated an entire spectrum of issues affecting foreign and domestic investment into the real estate space: from the acquisition disposition, lease, mortgage, development of every conceivable type of real estate including vacant land, commercial, retail, office, industrial, residential and SEZs with all its itinerant concerns; to fund formation, fund structuring, fund deployment and fund exit. ELP advises investors, acquirers, developers, and sellers on all aspects of land laws, zoning laws and all other applicable laws in India. Our endeavour is to bridge the gap between meeting legal requirements regulating investments in this sector and marrying them to commercially viable solutions. Our Achievements Real Estate Deal of the Year - India Business Law Journal's Deals of the Year Awards 2015 Leading Firm for Real Estate - Chambers Asia- Pacific 2016 to 2018 Leading Firm for Real Estate and Construction - The Legal 500 Asia-Pacific 2015 to 2018 Experts from the team have been recognized for their expertise in Construction - Who s Who Legal O U R S E R V I C E S Land Acquisition Comprehensive title searches and verification Advice on the statutory permissions and/or approvals to be procured, zoning requirements, including the timelines involved Drafting conveyance documents Advice on the Stamp duty, registration fees and other acquisition costs Construction and Development Contracts Documentation such as Memoranda of Understanding and/or Term Sheets, Land Acquisition Agreements, Property Development Agreements, Shareholder s Agreements, Construction Agreements, Lease Deeds and Tenancy Documentation, Mortgage Documents, Consultancy Agreements, Downstream Sale Agreements for Units in the Project, Loan Documentation for Bridge Financing, Working Capital. New Formats and Concepts in Real Estate Opportunities Advice on new formats and structures for addressing specific opportunities in spiritual tourism, health & wellness centres, national footprints for two star and three star hotels including single brand concessionaire of international brands in the real estate space. E c o n o m ic L a w s P r a c t i c e P a g e 81

83 F irm Prof i le E LP Venture Capital Issues Specific advice on Venture Capital (VC) fund structuring, formation, deployment and exit Leasing Transactions Comprehensive title searches and verification Drafting lease and license documents Advice on stamp duty and registration Corporate Commercial Requirements Fund structuring, Fund formation, deployment and exit; Applications and procurement of necessary approvals and/or permissions from concerned Regulatory Authorities Taxation (Direct) Entry Strategy: Advice on tax efficient structuring of investment Operation of Venture and/or Project: Advice on availing tax exemption benefits and deductions for specific real estate activities Tax planning for minimization of impact of Corporate Tax, Dividend Distribution Tax, Minimum Alternate Tax Fund Exit: Tax planning for minimization of applicable taxes on exit from the project in the exit mode identified for the Investor Taxation (Indirect) Review of arrangements and/or agreements proposed and/or entered into for each project from an Indirect Tax perspective, particularly, determination of tax exposures and identification of areas of potential savings within the legal framework Advise on alternatives to optimize Indirect tax implications. 82 P a g e E c o n o m ic L a w s P r a c t i c e

84 E LP F irm Prof i le 2018 O U R WO R K H I G H L I G H T S Advisory, Development, Acquisition and Due Diligence Advised M/s Architect Hafeez Contractor and Dongre Project Management Consultants Pvt. Ltd. In relation to a concession of development and construction of Public Utility, Weekly Market, Commercial and Residential Premises on open land in Nagpur on Build, Operate and Transfer Basis. Assisted RNA Corp in relation to a contract with Hyundai Development Corporation for building a residential Project known as Metropolis in Mumbai. Advised Larsen & Toubro (L&T) in relation to its role as subcontractor for the shell and core works for the Dhirubhai Ambani International Convention and Exhibition Centre (DAICEC) being developed by Reliance Industries Limited (RIL) in Mumbai. Chambers Asia-Pacific An extremely reliable and dependable firm, providing timely completion of deliverables in a useful and effective manner. Assisted Wadhwa Group in drafting, negotiating and reviewing documents with IL&FS for a project in Goregaon, Mumbai. Assisted SBICAP Trustee Company Limited, the security trustee acting on behalf of the lenders, in the title due diligence of the Kingfisher house in Mumbai. Assisted Hiranandani Group in the project due diligence and advisory in relation to a land area of over 570 acres. Advised one of the largest developers in India for setting up malls including luxury malls at around 15 locations across India and drafting documents in respect thereof. Advised Indian developers of Medical City Complexes in the structuring and documentation for the creation of five medical cities in Bombay, Goa, Bangalore, Hyderabad & Calcutta. Medical cities will include hospitals, hotels, service apartments, medical malls and commercial property. Represented a consortium comprising of a leading Mumbai based developer and a leading listed infrastructure company on various infrastructure projects in the country, such as: Six projects for development of commercial projects including hotels, malls, etc. in Nagpur; Development of hotel in Pune; Development of an Information Technology (IT) Park in Goa. Represented a large U.S. based fund active in the Indian real estate market in structuring, documentation and development contracts in relation to the acquisition of two mill properties situated at Lower Parel in Mumbai from NTC. Represented a large UK based Fund for the acquisition of 246 acres of land in Pune, opposite Hinjewadi, Pune for the creation of a township project. ELP was engaged in structuring the transaction, undertaking title searches, documentation and drafting and negotiating construction contracts. E c o n o m ic L a w s P r a c t i c e P a g e 83

85 F irm Prof i le E LP Advised a U.S. based investment fund for all real estate structuring issues related to setting up of hospital and/or medical cities in Mumbai, Pune, Hyderabad, Goa and Ahmedabad. Advised in the strategy and the implementation in relation to the acquisition of over 1500 acres of land in Panvel by an overseas entity with an Indian counterpart together with advice on investment in respect of such acquisition and conducted title due diligence on such land. Advised in the strategy and the implementation in relation to the acquisition of around 350 acres of land in Chennai by an overseas entity with an Indian counterpart together with advice on investment in respect of such acquisition and conducted title due diligence on such land. The Legal500 Asia-Pacific Advised a Dubai based company in respect of transaction for all their projects in India, totalling to more than USD 1 billion. Economic Laws Practice provides a diverse range of real estate services, with particular Advised a leading global provider of engineering and emphasis on the hotel industry. construction services, for disposal and purchase of their office buildings in Mumbai. The project is estimated to be INR 350 crores. Advised a financial services company in a transaction related to the acquisition of two floors of office premises in Pune, India. Advised an Indian venture capital fund, in the rental yield space, and their fund manager for the structured acquisition of several floors in an Information Technology Park in Pune, India. Financing, Investments and Divestments Advised New Vernon Private Equity Limited and Hilson Estates Limited in the sale of their entire shareholding held in Carwel Estates Limited and Faery Estates Limited respectively to Canada Pension Plan Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture company SPREP Pte. Ltd. for the acquisition of SP Infocity IT Park in Chennai. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Advised Maharashtra Realty Private Limited and its shareholders and bond holders on the sale of their stake to Manpreet Realtors LLP and Ms. Bharati Ashwinkumar Dhanak. Advised Milestone Real Estate Fund in relation to the investment in Domus Greens Private Limited, a company incorporated to develop a real estate project in Noida, on land leased from the Greater Noida Industrial Development Authority. Advised Hiranandani Builders in relation to its financing of USD 199 million from Axis Bank Ltd. against lease rental receivables from four IT and Non-IT premises and/or buildings with total leasable area of lakh sq. ft. located in Mumbai. Advised Acme Housing India Private Limited in relation to investment by Piramal Enterprises Limited for the development of a residential project named OASIS together with M/s Glomore Constructions. 84 P a g e E c o n o m ic L a w s P r a c t i c e

86 E LP F irm Prof i le 2018 Assisted Wadhwa Residency Private Limited in relation to the divestment of stake by IIRF India Realty XXII Limited, IL&FS Trust Company Limited and Precilion Holdings Limited from its project. Advised India Infoline Finance Limited (IIFL) in relation to its: subscription to secured non-convertible debentures (NCDs)amounting to INR 400 million issued by JLS Realty Private Limited on a private placement basis for the purpose of raising funds for constructing and developing a project under Slum Rehabilitation Scheme in Mumbai. subscription to secured NCDs amounting to INR 1 billion issued by Ruchi - Priya Developers Private Limited in various series on a private placement basis for the purpose of raising funds for a township project situated in Mumbai under the Slum Rehabilitation Scheme. subscription to secured NCDs amounting to INR 800 million issued by a leading real estate company for the purpose of raising funds for a construction of a residential cum commercial building. subscription to secured NCDs amounting to INR 600 million issued by Spenta Enclave Pvt. Ltd. for the purpose of raising The Legal500 Asia-Pacific funds for constructing and developing a residential cum Economic Laws Practice has expertise in real commercial project. estate matters. subscription to secured NCDs amounting to INR 1.75 billion issued by Wadhwa Construction & Infrastructure Private Limited for the purpose of raising funds for development of a township project under the Navi Mumbai Airport Influence Notified Area (NAINA) scheme situated in Maharashtra. Subscription to secured NCDs amounting to INR 600 million issued by Transcon-Sheth Creators Private Limited to fund the development of the Tower-II of the residential project Beaugreen developed in Mumbai under Slum Rehabilitation Scheme. Assisted an Indian developer on structuring an investment by a real estate fund outside India and drafting and negotiating transaction documents on its behalf. Advised a company in a inter corporate lending to a private limited company which was secured by a right to purchase a specified immoveable property, mortgage and backed by corporate and/or personal guarantees. The deal size was approximately USD 12 million. Advised a leading real estate company for a term loan facility of USD 25 million (approximately) availed by the said company from a leading bank for a project in Mumbai, India. Advised a leading real estate company for a term loan facility of USD 20 million (approximately) availed by the said company from a leading bank for a project in Mumbai, India. Funds (Formation, Listing, Structuring and Capital Raising) Provided all the India related legal services for the listing of an Aitken Investment Management (AIM) relating fund for a large Mumbai based Real Estate Group. The fund was of a size USD 160 million. Advised an Investment bank based in Mumbai in floating a USD 200 million real estate fund focusing on opportunities in the health and hospitality sector. E c o n o m ic L a w s P r a c t i c e P a g e 85

87 F irm Prof i le E LP Advised a Hong Kong based real estate group in floating a USD 200 million real estate fund focusing on investment in integrated townships in tier two cities. Advised a prominent Mumbai based developer group on their AIM listing to raise GBP 200 million. Advised a prominent Mumbai based developer group on their AIM listing of a Hospitality and Entertainment Real Estate Fund to raise GBP 180 million. Advised a leading Indian real estate development company in relation to the formation of an overseas joint venture for the construction of a residential and/or commercial Chambers Asia-Pacific tower and a hotel and/or serviced apartment complex. Advised a dedicated US based real estate fund for their entry strategy, title searches and transaction structuring for real estate projects (in Mumbai USD 408 million, Pune USD 240 million, Chennai USD 210 million). Technically they are very qualified. The whole firm was extremely innovative they found new ways to do standard things. Assisted an Indian fund to raise capital of upto EUR 200 million for its various developmental projects with a combined area in excess of six million square feet. Lease, Rent, Leave & License Advised Phoenix Mills Limited in drafting, review and negotiation of lease and leave and license contracts for shops in its mall in Mumbai. Advised D décor Exports, owner of Solitaire Corporate Park, Mumbai in review and drafting of lease documentation for rental of office premises to third parties at Solitaire Corporate Park. Advising a foreign embassy in the title due diligence, review and negotiation on documents for the lease of premises in Bangalore as well as construction and PMC contracts. SEZ Projects Undertook the structuring and all connected legal services for the development of four SEZs for the Gems & Jewellery Industry. The SEZs are joint ventures between the concerned State Government and the participants of the Gems and Jewellery Industry. Assisted Evita Constructions Private Limited in verifying the data records and the title documents regarding the certain properties and advised on their queries on various laws, regulations and policies governing aggregation and acquisition of land in the State of Maharashtra, Special Economic Zones Act, 2005, etc. Advised and assisted Gujarat Adani Port Limited, a flagship company of the Adani Group, in setting up a SEZ in Mundra. Advised Hindalco Industries Limited, a major metal company, for setting up an aluminium products sector specific SEZ in Madhya Pradesh and one in Orissa. The investment in the project is estimated to be INR 16,000 crores. 86 P a g e E c o n o m ic L a w s P r a c t i c e

88 E LP F irm Prof i le 2018 Advised Bajaj Auto Limited, a major auto company for setting up an auto sector specific SEZ in Maharashtra. The investment in the project is estimated to be INR 200 crores. Advised a large Indian pharmaceutical company for setting up a SEZ for the pharma industry in 340 acres of land in Panoli in the state of Gujarat. The investment in the project is estimated to be INR 150 crores. Advised a leading port and infrastructure development company in setting up a network of six Free Trade and Warehousing Zone (FTWZ) across the country. The total investment for the entire project of six FTWZ s would be USD 1 billion approx. Chambers Asia-Pacific Advised some of India s leading construction companies to assist them in setting up 9-10 SEZs in various parts of the country The team is conscientious, hard-working and for setting up Information Technology (IT) and/or IT enabled very responsive. They are also tactful in Services SEZ. The total investment is projected at approximately dealing with stakeholders. They have a good INR 3,500 crores. breadth of resources for dealing with market issues. Advised one of the world s largest port developers in setting up four SEZ correlated to the ports including a port terminal located just outside Mumbai. Hospitality and Leisure Advised several clients in their capacity as owners of premium brand hotels having 300 plus keys, under the management of international hotel chains such as: A JW Marriott Hotel with 184 keys in North Mumbai; A Shangri-La Hotel in Central Mumbai; A Park Hyatt Hotel in Chennai; A Hyatt Summerfield Suites in North Mumbai; A Fairmont Swissotel in North Mumbai; A Holiday Inn Hotel at Aurangabad; and A Holiday Inn Hotel at Nashik. Assisted SAMHI Hotels Private Limited and RJT Hotels Private Limited on: Their joint venture with Luxury Singapore Private Limited (a Marriot entity) for development of hotels in India under the brand Fairfield by Marriot. The size of the acquisition was approximately INR 200 million. Acquiring a company that owns a hotel in Ahmedabad. For such acquisition, ELP undertook a title investigation. Receiving an investment of INR 1.26 billion from IFC. Receiving an investment of USD 66 million from Goldman Sachs. Acquiring the entire equity shareholding of Ascent Hotels Private Limited (owner of the Hyatt Regency hotel in Pune) from its existing shareholders. E c o n o m ic L a w s P r a c t i c e P a g e 87

89 F irm Prof i le E LP Advised Caspia Hotels, a wholly-owned subsidiary of SAMHI Hotels Pvt Ltd., in relation to the acquisition of Ganesh Meridian Hotel in Ahmedabad, a 156 room five-star property. ELP has also advised international hotel operators such as Fairmont in respect of documentation for their collaboration with Indian owners and real estate developers. Advised Accor S.A. and its affiliates regarding the development of nearly 29 brand-hotels at various properties in India, in their capacity as pure developer or as owner-developer. ELP also provides a full suite of services starting from land acquisition activities, management of the hotels, trademark licensing arrangements to actual construction documents for setting up of the hotel properties. Assisted in structuring of legal documentation for setting up 41, 2-star hotels across all pilgrimage destinations in India. Advised on more than 20 Greenfield hotel transactions under ELP s belt. The brands include Novotel, IBIS. Sofitel, Shangri-la, Marriot, Hyatt. Advised Phoenix Mills Limited in relation to the review and negotiation of documents with the Starwood Hotels and Resorts for the re-branding of the Palladium Hotel (previously Shangri-La, Mumbai) a five star, super deluxe hotel to the St. Regis brand name with approximately 370 keys (forming part of a mixed retail hotel development) in Lower Parel. The Legal500 Asia-Pacific Economic Laws Practice is appreciated by clients for accessibility to senior personnel and the availability of a strong, motivated and knowledgeable pool of staff. Advised Magus Estates & Hotels Ltd with the contractual framework for the construction and operation of Private Residences in Mumbai, proposed to be operated by Four Seasons. Advised Cybercity Developers and Builders Private Limited in relation to the development and operations of a hotel to be branded and managed by Hyatt under the Hyatt Place brand in Hyderabad. Advising a leading real estate development company on the construction and development of a hotel in Maldives. Advising a German budget hotel brand in relation to the development and conversion of a hotel in New Delhi. Advising a client on the construction and development of a hotel in Ahmedabad. Advised a leading brand in hotel industry and its affiliates regarding the development of nearly 29 brand-hotels at various properties in India, in their capacity as pure developer or as owner-developer. Providing full suite of services starting from land acquisition activities, management of the hotels, trademark licensing arrangements to actual construction documents for setting up of the hotel properties. Acted on behalf of two leading hotel operators for the acquisition of property to build hotels and/or resorts throughout India. Dealing with all registrations as required legally by the local law, undertaking title search as well 88 P a g e E c o n o m ic L a w s P r a c t i c e

90 E LP F irm Prof i le 2018 as providing certificates of title in commercial real estate transactions, drawing up long and short terms leases for commercial operation and/or development of real estate space including registration of relevant documents. Advised an engineering group with a large plot of land at Kalyan to convert the industrial unit into a full-fledged shopping mall with a multiplex facility. E c o n o m ic L a w s P r a c t i c e P a g e 89

91 F irm Prof i le E LP OUR HOSPITALITY PRACTICE ELP is a market leader in providing legal services to the hospitality and leisure sector, having advised on several greenfield hotel transactions for international hotel brands such as Novotel, IBIS, Sofitel, Shangri-La, Hyatt, Marriott, Starwood, and Hilton amongst others as well as on acquisitions, expansions and reflagging of existing hotel projects. Our Hospitality practice brings together legal professionals with varied experience and top of the line skill sets impacting the conception and implementation of hotel projects. Specialists in the team are ideally placed to advise stakeholders across the industry whether it be the owner, the investor, the developer, the financier or the operator. Our focus is to help clients achieve their key objectives; such as to own and/or operate hotels, grow the business in a competitive marketplace, retain and incentivise employees, agree on robust agreements with service providers and suppliers, address or mitigate regulatory issues or to protect the brand. Our Achievements Real Estate Deal of the Year - India Business Law Journal's Deals of the Year Awards 2015 Leading Firm for Real Estate - Chambers Asia- Pacific 2016 to 2018 Experts from the team have been recognized for their expertise in Construction - Who s Who Legal We bring to the table a cross-practice experience to provide our clients with comprehensive advice. Our Hospitality team works seamlessly with the firm's infrastructure, real estate, corporate & commercial, tax and dispute resolution practices; allowing us to address all the legal requirements of our hospitality clients. Our in-depth understanding of the hospitality sector is founded on the work we have done for a number of the industry's leading players, and this allows us to offer commercial and pragmatic advice to help our clients achieve their objectives. O U R S E R V I C E S ELP is uniquely placed to offer an entire gamut of services to clients in the hotel and leisure sector, including: Due diligence reviews, covering transactional, financial, environmental, tax and compliance related issues; Risk analysis of project documentation, covering legal, structuring, commercial and tax issues; Designing and implementing tax efficient structures to identify tax exposures and the most optimal tax structure; Verification of title to underlying property and drafting and negotiation of sale deeds, lease deeds or development rights agreements or other conveyance deeds in relation to acquisition of rights, interest or title in the underlying property; Drafting and execution of transactional documentation including: Joint venture agreements, shareholders' agreements, private equity documentation and other equity and/or quasi-equity funding documentation on behalf of sponsors; Hotel management agreements, technical services agreements and marketing & publicity agreements for the provision of services by brand-owners for development of the hotel in accordance with brand standards; Trademark license agreements for the license of trademarks and service marks by brand-owners; 90 P a g e E c o n o m ic L a w s P r a c t i c e

92 E LP F irm Prof i le 2018 Construction contracts, architect's contracts, interior design consultancy contracts and other contracts for the appointment of experts for the development phase; Equipment supply agreements with sub-contractors and vendors; and Financing documentation, including guarantees and documents of charge and lien. We extensively participation in the negotiation of documents on behalf of clients; Resolution of disputes flowing from such project documentation, either through the conciliation process or through arbitration. We have acted extensively for clients in arbitration at ICC, Singapore and in India; and Chambers Asia-Pacific The team is conscientious, hard-working and very responsive. They are also tactful in dealing with stakeholders. They have a good breadth of resources for dealing with market issues. Advice on compliance processes under all applicable laws, for example, investment, labour, companies act, indirect taxes and developmental and/or environmental regulations. E c o n o m ic L a w s P r a c t i c e P a g e 91

93 F irm Prof i le E LP O U R WO R K H I G H L I G H T S Representation of Owners Assisted SAMHI Hotels Private Limited on: their joint venture with Luxury Singapore Private Limited (a Marriot entity) for development of hotels in India under the brand Fairfield by Marriot. The size of the acquisition was approximately INR 200 million. acquiring the entire equity shareholding of Ascent Hotels Private Limited (owner of the Hyatt Regency hotel in Pune) Chambers Asia-Pacific from its existing shareholders. acquiring a company that owns a hotel in Ahmedabad from An extremely reliable and dependable firm, Royal Orchid Hotels Limited. providing timely completion of deliverables in receiving an investment of INR 1.26 billion from IFC. a useful and effective manner. receiving an investment of USD 66 million from Goldman Sachs. receiving investment of about USD 150 million from Equity International and GTI Capital. Advised Phoenix Mills Limited in relation to the review and negotiation of documents with the Starwood Hotels and Resorts for the re-branding of the Palladium Hotel (previously Shangri-La, Mumbai) a five star, super deluxe hotel to the St. Regis brand name with approximately 370 keys (forming part of a mixed retail hotel development) in Lower Parel. Advised Caspia Hotels, a wholly-owned subsidiary of SAMHI Hotels Pvt Ltd., in relation to the acquisition of Ganesh Meridian Hotel in Ahmedabad, a 156-room five-star property. Advised Cybercity Developers and Builders Private Limited in relation to the development and operations of a hotel to be branded and managed by Hyatt under the Hyatt Place brand in Hyderabad. Advised Aditya Birla Finance Limited in relation to its INR 1.25 billion financing to GMR Hotels and Resorts Limited for the purpose of meeting its debt obligations in relation to the 305 room 5-star Novotel hotel established in Hyderabad. Represented owners in relation to the review of the contractual framework for the construction and operation of hotels located in Shirdi and Dehradun by international operators. Represented a leading hotel development and investment company in relation to the review of documents with Marriott India for the development of a Fairfield by Marriott Asialaw Profiles Hotel. Represented a leading Mumbai based leisure and entertainment company in relation to the review and negotiation of documents with Marriott International for the development of a Courtyard by Marriott Hotel, an upper middle ELP is able to easily and seamlessly handle the types of transactions and matters with respect to which we need their assistance, says a client. 92 P a g e E c o n o m ic L a w s P r a c t i c e

94 E LP F irm Prof i le 2018 class international hotel with 184 keys in North Mumbai. Represented a leading owner and developer of a hotel on its collaboration with international hotel operator Intercontinental for the operation and management of a hotel in Aurangabad. Represented a leading Indian exporter in relation to review and negotiation of documents with Hyatt International for the development of a Park Hyatt Hotel, a five star, super deluxe hotel with 200 keys (forming part of a mixed retail hotel development). We are currently advising on the long term debt financing of the development of the hotel to fund its construction. Represented a leading Dubai based company in relation to a mixed-use development in Maldives that includes resorts, a marina, conference centre and hotel, entertainment centre and retail destination and residential development. Our advice is with relation to drafting and negotiation with the Government of Maldives for grant of concessions for such development. Represented a prominent Mumbai realty developer on various commercial and/or retail facilities, on a Build Operate and Transfer basis. Such facilities include markets, shopping complexes, hotels and IT parks. Represented a leading real estate developer in Mumbai in relation with review and negotiation with Intercontinental Hotel Group for the development of a hotel in Aurangabad. Represented a leading Indian retail company in relation to negotiation and review of documents with Marriott International for a hotel in Mumbai. Represented and advised the owner and developer of a hotel on its collaboration with an international hotel operator for the operation and management of the hotel. ELP reviewed the hotel management agreement and negotiated with the international hotel operator on behalf of the owner of the hotel. Represented a real estate developer in relation to the review of the contractual framework for the construction and operation of a hotel in Andheri MIDC to be operated by Hyatt under the brand Summerfield Suites and negotiations in respect thereof. Representing a UK based telecom company in its foray into the hotel sector in India in relation to the contractual framework for the construction and operation of a business hotel in Chennai to be operated by the Taj group under the brand Gateway and negotiations in respect thereof. Represented a Mumbai based company in relation to the review of the contractual framework for the construction and operation of a hotel in Mumbai to be operated by a U.S. based hotel operator and negotiations in respect thereof. Advised Magus Estates & Hotels Ltd with the contractual framework for the construction and operation of Private Residences in Mumbai, proposed to be operated by Four Seasons. Chambers Asia-Pacific "A group of intelligent individuals with 'real world' experience who understand the business reality of India, and assist and guide us to find a solution which is in the best interests of both parties." E c o n o m ic L a w s P r a c t i c e P a g e 93

95 F irm Prof i le E LP Advising a German budget hotel brand in relation to the development and conversion of a hotel in New Delhi. Representing a Pune based developer in relation to review of the contractual framework for the construction and operation of a hotel to be operated by a leading U.S. based hotel operator in Pune and negotiations in respect thereof. Representing a Pune based developer in relation to review of the contractual framework for the construction and operation of a spa resort and managed villas 300 kilometres from Pune to be managed by a leading Indian hospitality and spa chain. Representation of Managers/Operators Advising a UK based budget hotel chain for reviewing the legal documentation for setting up hotels in India. The legal review covered their hotel operation documentation as well as documentation for equity and non-equity joint ventures. In addition, we also conducted a detailed title diligence on a proposed acquisition of land for the purpose of establishing a budget hotel. Represented a leading U.S. based operator for operating 2 hotels in India at Jaipur and Hyderabad. Represented a leading International operator for operating hotels in India at Delhi Airport and Lavasa, Maharashtra. ELP reviewed the Hotel Management Agreements, the License Agreements and the Technical Services Agreement from an Indian law perspective. The Legal500 Asia-Pacific The team at Economic Laws Practice displays in-depth knowledge and produces timely responses. Represented a leading U.S based operator for operating various hotels in India across portfolio of its brands. ELP handled the complete in-house legal work and worked in close coordination with the development team to draft, review, negotiate and close the management and other ancillary agreements relating to its transactions in India. ELP further conducted legal due diligences on the properties of the proposed owners across India, reviewed the lease agreements proposed to be entered into by the proposed owners with third parties and advised operator on large variety of issues pertaining to land/real estate of the owners to ensure the most effective unencumbered management term for the operator. Represented a leading U.S. based operator, for the acquisition of property to build hotels and resorts throughout India. Advised Accor S.A. and its affiliates regarding the development of nearly 29 brand-hotels at various properties in India, in their capacity as pure developer or as owner-developer. ELP also provides a full suite of services starting from land acquisition activities, management of the hotels, trademark licensing arrangements to actual construction documents for setting up of the hotel properties. Partnering the structuring of legal documentation for setting up 41 two star hotels across all pilgrimage destinations in India. 94 P a g e E c o n o m ic L a w s P r a c t i c e

96 E LP F irm Prof i le 2018 Representing a leading Middle East luxury hotel chain for reviewing the hotel operating agreements and other ancillary documents in relation to the management and operations of hotel from an India law perspective. In addition, we also conducted a title due diligence for one of the proposed hotels in Mumbai. Representation of Real Estate Developers Represented a dedicated U.S. based Real Estate fund for their entry strategy, title searches and transaction structuring for real estate projects (in Bombay USD 408 million, Pune USD 240 million, Chennai USD 210 million). Represented a large UK based fund for the acquisition of 246 acres of land in Pune, opposite Hinjewadi, Pune for the creation of a township project. We represented the client on transaction structuring, title searches, and documentation and construction contracts. Represented a real estate company for structuring and preparing documentation in relation to the creation of 5 medical cities in Bombay, Goa, Bangalore, Hyderabad and Calcutta. Medical cities include hospitals, hotels, service The Legal500 Asia-Pacific apartments, medical malls and commercial properties. Economic Laws Practice is appreciated by Represented an Investment Bank based in Mumbai to float a US clients for accessibility to senior personnel $ 200 million Real Estate Fund focused on opportunities in the and the availability of a strong, motivated Health and Hospitality sector. and knowledgeable pool of staff. Represented a Prominent Mumbai based Development Group on their AIM listing for a Hospitality and Entertainment Real Estate Fund to raise GBP 180 million. E c o n o m ic L a w s P r a c t i c e P a g e 95

97 F irm Prof i le E LP KEY CONTACTS S U H A I L N AT H A N I M A N AG I N G PA RT N E R T: M: E: Corporate & Commercial Competition Law & Policy Capital Markets & Securities Laws International Trade & Customs Private Equity & Venture Capital Suhail Nathani is the Managing Partner of ELP, and co-heads the Corporate & Commercial and Private Equity & Venture Capital practices of the firm. With over 25 years of experience, Suhail has advised clients on clients on transactional and advisory aspects of private equity Investments, mergers & acquisitions, joint ventures, strategic alliances and corporate restructuring across multiple sectors. He regularly advises Indian and multinational companies on cross-border transactions, foreign direct investments, and commercial contracts. He has advised listed as well as unlisted companies, and intermediaries on various aspects relating to Indian securities laws. Chambers Asia-Pacific Suhail Nathani has a wide range of expertise spanning private equity, as well as M&A and international trade work. Interviewees report he is "extremely responsive" and his "knowledge is encyclopaedic." Some of Suhail s recent transactions include advising Johnson Controls in relation to its global air conditioning business joint venture with Hitachi Appliances, Inc. (Japan) and Hitachi Limited (Japan). The joint venture is said to be world's largest commercial air conditioning provider. This deal has been recognised one of the Deals of the Year by Inhouse Community s Asian Mena Counsel in its Deals of the Year 2015 award. He was also involved in advising New Vernon Private Equity Limited and Hilson Estates Limited in the sale of their entire shareholding held in Carwel Estates Limited and Faery Estates Limited respectively to Canada Pension Plan RSG India Report Described as an exceptional lawyer and adviser who is responsive, smart, and always has excellent junior partners and associates available to assist. He has a broad understanding of Indian business and the challenges faced by [foreign companies] investing in the Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture country. He provides excellent company SPREP Pte. Ltd. for the acquisition of SP Infocity IT Park in Chennai. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Suhail has been recognised amongst the top 30 International Trade guidance to firms looking to ensure the safety of their investments and needing to navigate the complex regulatory and legal environment that India presents. practitioners in the world by the Best of the Best Expert Guides He has been ranked by the Chambers Asia-Pacific 2012 to 2018 for his expertise in for his expertise in Competition/Antitrust, Corporate M&A and International Trade and has been recommended as a Leading Lawyer by The Legal500 Asia-Pacific for the past nine years. He has been recognised for his expertise in the Who s Who Legal 2013 to 2018; and has also been identified as a Leading Lawyer by Asialaw Leading Lawyers 2014 to He has also 96 P a g e E c o n o m ic L a w s P r a c t i c e

98 E LP F irm Prof i le 2018 featured a Leading Lawyer in IFLR1000 Financial & Corporate 2015 to He has been on the jury for BW Businessworld-PwC I-bank 2016 Awards. He has featured in the India Business Law Journal s A List as India s Top 100 Lawyers in 2017 & 2018 Suhail also co-heads the International Trade & Customs, Competition Law & Policy and Capital Markets & Securities Laws practices of the firm. He has recently been appointed as a member of IBA's India Contact Group and is also a part of the Host Committee which is organising the 5th Asia Pacific Regional Forum Biennial Conference for the IBA Asia Pacific Regional Forum. He is an Honorary Adjunct Professor at the Jindal Global Law School in India; and also serves as an independent director on three listed companies in India, including a scheduled bank. He also sits on the board of a privately held strategically important NBFC. Suhail earned his Master s Degree at Cambridge University, England and has also received an LL.M. from Duke University, USA. Apart from India, he is also admitted to the State Bar of New York. Prior to ELP, he was the General Counsel in a start-up FCC licensed telecommunications carrier in Washington, DC that went public. Recognition & Awards: Top 30 International Trade practitioners in the world- Best of the Best Expert Guides Chambers Asia-Pacific 2012 to expertise in Competition/Antitrust, Corporate M&A and International Trade Recommended as a Leading Lawyer - The Legal500 Asia-Pacific over the last nine years. Recognised for his expertise in the Who s Who Legal ; Leading Lawyer by Asialaw Leading Lawyers Featured as a Leading Lawyer in IFLR1000 Financial & Corporate and Featured in IBLJ s A List as India s Top 100 Lawyers in Jury Member at the BW Businessworld-PwC I-bank 2016 Awards. Member of the International Bar Associations (IBA s) India Contact Group Member Host Committee for the 5th Asia Pacific Regional Forum Biennial Conference, Mumbai for the IBA Asia Pacific Regional Forum. Honorary Adjunct Professor at the Jindal Global Law School in India. Independent director on three listed companies in India which include a scheduled bank. Was a board member of a privately held strategically important Non-Bank Financial Company (NBFC) E c o n o m ic L a w s P r a c t i c e P a g e 97

99 F irm Prof i le E LP S UJ JA I N TA LWA R PA RT N E R T: M: E: Corporate & Commercial Private Equity & Venture Capital Banking & Finance Infrastructure Hospitality Real Estate & Construction Banking & Finance Sujjain Talwar is a co-founding Partner of ELP, and heads the Hospitality and Infrastructure practices of the firm. He is also co-heads the Corporate & Commercial and Private Equity & Venture Capital practices of the firm. With over 20 years of experience, he is a qualified Solicitor in India as well as England and Wales, and has ranked first in the Solicitor s Examinations, with special awards for Company Law and Direct Taxation. Chambers Asia-Pacific Sources describe him as a "wonderful lawyer," and particularly praise his approachability and strong negotiation skills. Sujjain has worked extensively on private sector participation initiatives in various infrastructure projects in India and abroad, including real estate and hospitality. He has acted in over 65 hotel transactions involving almost every international hotel operator in India. He has international experience in managing public-private participation across various infrastructure sectors including water, roads, ports and airports. He was recently on the panel of judges for ALB SE Asia Law Awards 2016 to advise the publication in deciding the winners for the Indian Energy & Infrastructure categories; and also on the Jury for the Hotel Investment Forum of India s 2015 awards. Sujjain has been instrumental in developing ELP s infrastructure practice. RSG India Report He brings to the table an in-depth understanding of the local laws, coupled with international experience in formulating and implementing mergers Talwar possess a good amount of and acquisitions. With his extensive experience in project finance and knowledge & experience, is considered structured finance transactions, Sujjain has also been instrumental in to be both innovative and proactive building the banking and finance practice at ELP. and his commercial understanding is fantastic. Sujjain s wealth of experience also includes advising several multinational and domestic companies on various aspects of corporate laws including entry, acquisitions, joint ventures and other commercial arrangements. He has also been involved in advising private equity funds on their investments. Sujjain has also recently been appointed as the liquidator for Veco India Limited; and Veco Engineering Limited. Some of his recent transactions include advising New Silk Route Advisors in relation to the sale of its stake in Destimoney Enterprises Limited to Carlyle which also resulted in an indirect acquisition of 49% stake in Punjab National Bank Housing Finance Limited. The deal also involved hiving off six subsidiaries of Destimoney. This is said to be Carlyle s first major buyout in India. This deal has been recognised as the Private Equity & Venture Capital Deal of the Year by India Business Law Journal in the Deal of the Year Awards He also advised Jet Airways as co-counsel on the acquisition of twenty four percent (24%) stake by Etihad Airways in Jet Airways India Limited. This deal was awarded the M&A and Joint Venture Deal of the Year Award by India Business 98 P a g e E c o n o m ic L a w s P r a c t i c e

100 E LP F irm Prof i le 2018 Law Journal in its Deal of the Year Awards It has also been awarded as the Deal of the Year in Inhouse Community s ASIAN-MENA COUNSEL Deal of the Year 2013 Awards. Sujjain has been ranked as a Band 1 lawyer for his expertise in Projects, Infrastructure & Energy in India by Chambers Asia-Pacific 2013 to He is also recognised as a Leading Lawyer by IFLR1000 Energy & Infrastructure 2014 to 2018 and IFLR1000 Financial & Corporate He has been identified as Chambers Asia-Pacific a Leading Lawyer for Projects and Energy in India by The Asia-Pacific Legal500 consecutively for the past 9 years. He has also been recognised He has a very clear thought process for his expertise in Construction by Who s Who Legal 2013 to He is and the ability to think on his feet and also featured as a Leading Lawyer for Construction & Real Estate in provide solutions. Asialaw Leading Lawyers 2014 to He has featured in the India Business Law Journal s A List as India s Top 100 Lawyers. Prior to ELP, Sujjain has worked with Crawford Bayley & Co., Mumbai, as well as with Pinsent Masons, U.K. E c o n o m ic L a w s P r a c t i c e P a g e 99

101 F irm Prof i le E LP DA R S H A N U PA D H YAY PA RT N E R T: M: E: Corporate & Commercial Private Equity & Venture Capital Darshan Upadhyay is a Partner in the Corporate & Commercial and Private Equity & Venture Capital practices of ELP. He is a qualified Company Secretary and a law graduate from the University of Mumbai. With over 14 years in Private Equity and M&A transactions, Darshan has advised several Fortune 500 companies in the world and continues to RSG India Report advise funds and multinationals on aspects like entry, acquisitions, joint Excellent commercial understanding, ventures and other commercial transactions for their India-related forays. quality of advice and specialist His expertise in exchange control regulations, SEBI and general corporate knowledge. law is an added advantage on M&A transactions. Several private equity funds and hedge funds consult him on various matters of importance. He has been involved in some of the most complex M&A transactions including takeover matters involving structuring, regulatory approvals, open offer compliances and other transactional support. Some of Darshan s recent transactions include advising Johnson Controls in relation to its global air conditioning business joint venture with Hitachi Appliances, Inc (Japan) and Hitachi Limited (Japan). The joint venture is said to be world's largest commercial air conditioning provider. This deal has been recognised one of the Deals of the Year by Inhouse Community s Asian Mena Counsel in its Deals of the Year 2015 award. He was involved in advising New Vernon Private Equity Limited and Hilson Estates Limited in the sale of their entire shareholding held in Carwel Estates Limited and Faery Estates Limited respectively to Canada Pension Plan Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture company SPREP Pte. Ltd. for the acquisition of SP Infocity IT Park in Chennai. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards He also advised Jet Airways as co-counsel on the acquisition of Asialaw Profiles twenty four percent (24%) stake by Etihad Airways in Jet Airways India Limited. This deal was awarded the M&A and Joint Venture Deal of the Upadhyay understands business needs Year Award by India Business Law Journal in its Deal of the Year Awards and [tries] to find practical solutions, It has also been awarded as the Deal of the Year in Inhouse says a client. Community s ASIAN-MENA COUNSEL Deal of the Year 2013 Awards. Darshan has been ranked as a Leading Lawyer for Corporate/M&A by Asialaw Profiles 2014, 2015 & 2018; Highly Recommended for his expertise by The Legal500 Asia-Pacific 2016 to 2018; and a Leading Lawyer in IFLR1000 Financial & Corporate 2017 & 2018; and Up and Coming lawyer for Private Equity by Chambers Asia-Pacific 2017 & P a g e E c o n o m ic L a w s P r a c t i c e

102 E LP F irm Prof i le 2018 Prior to joining ELP, Darshan was a Partner with ARA Law heading the Private Equity and Mergers & Acquisitions group. He has worked extensively in the Telecom, Media and Technology space with Thacker & Thacker from 2000 to Prior to joining ELP, Darshan was a Partner with ARA Law heading the Private Equity and Mergers & Acquisitions group. He has worked extensively in the Telecom, Media and Technology space with Thacker & Thacker from 2000 to E c o n o m ic L a w s P r a c t i c e P a g e 101

103 F irm Prof i le E LP S A N JAY N OTA N I PA RT N E R T: M: E: International Trade & Customs Sanjay Notani is a Partner in the International Trade & Customs practice of ELP. He is a qualified lawyer and a member of the American Bar Association (ABA), the Inter-Pacific Bar Association (IPBA) and the Customs and International Trade Bar Association (CITBA). Sanjay represents domestic manufacturers, foreign exporters, RSG India Report governments trade associations and importers in administrative and appellate litigation to obtain trade remedial reliefs from unfairly traded Recognised as having good knowledge of WTO laws and appropriate applications imports in anti-dumping, countervailing and safeguard duty Notani was also commended for his strong proceedings initiated inbound, outbound and disputes arising from legal arguments and quick response times. FTA s / RTA s. He also provides trade advice on various Free Trade Agreements (FTA s) / Regional Trade Agreements (RTA s) being negotiated and signed by India including WTO Disputes. This includes analysis of all the matters that make up an import or export declaration including valuation, classification, country of origin, marking and labelling, qualification for the relevant free trade program/agreement, and free trade zone issues. He helps clients respond to customs notices, conduct internal compliance reviews, pursue customs rulings and providing advice on issues such as regulatory barriers. WorldECR 2016 Awards (June 2016 Issue) Sanjay s expertise lies in advising various multinational companies on import and export control as well as licensing issues, specifically the Notani is well known and regarded by dual use of goods and technologies regulations maintained by the international trade practitioners. His Ministry of Commerce, the Ministry of Defence, the Ministry of External Affairs and other allied Ministries. He has worked across expertise is in advising on import and export control as well as on licensing issues, with particular focus on regulations controlling various sectors, including pharmaceuticals, medical devices, chemicals, dual-use goods and technologies. textiles, telecom, energy, and consumer products. Sanjay has been recommended for expertise in Chambers Asia-Pacific 2013 to 2018, Chambers Global 2015 to 2018 and Legal to He has also been identified as a leading expert by Who s Who Legal Trade & Customs 2015, 2016 & 2017; and as a specialist for International Trade in India by the B.R.I.C. Expert Guide Sanjay featured in the WorldECR 2016 Awards (June 2016 issue of the magazine) for export controls and sanctions expertise and as a Thought Leader in Who s Who Legal Expert Guide. Recently Sanjay has been elected as Vice Chairs of the India Committee and International Trade Committee of the American Bar Association (ABA) Section of International Law, and has been appointed to the Steering Group of Export Controls & Economic Sanctions Committee of the ABA Section of International Law as well as being selected as Vice Chair for the Inter-Pacific Bar Association (IPBA) P a g e E c o n o m ic L a w s P r a c t i c e

104 E LP F irm Prof i le 2018 M. P. D E V N AT H PA R T N E R T: M: E: Litigation, Arbitration & Dispute Resolution Devnath is a Partner with ELP s Litigation, Arbitration and Dispute Resolution practice in New Delhi. With over 22 years of experience, Devnath is an Advocate-on-Record (AOR) of the Supreme Court of India. He has a wealth of experience in handling matters before the Supreme Court of India, across diverse areas of practice. Devnath has the distinction of being one of the few Indian AOR s to have independently appeared in over 450 matters before the Supreme Court. He has argued matters in nearly all the High Courts of the country and is a regular arguing counsel before the Delhi High Court. In addition, Devnath travels extensively and is regarded as a leading arguing counsel before various High Courts, such as Allahabad, Rajasthan, Punjab & Haryana, Kolkata, Orissa, M.P., J&K, Guwahati, etc. During the early part of his career, he did extensive matters before the CESTAT and continues to appear in the CESTAT till date apart from various other Tribunals. Devnath has handled important matters on myriad issues having far reaching impact across industry spectrum. He is a go-to counsel of various corporate clients in matters of Excise, CST/VAT, Customs, Service tax, FTP, Income tax, Corporate-criminal disputes, etc. Prior to ELP, Devnath was with Lakshmikumaran & Sridharan. E c o n o m ic L a w s P r a c t i c e P a g e 103

105 F irm Prof i le E LP N A R ES H T H ACK E R PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Naresh Thacker is a Partner in the Litigation, Arbitration and Dispute Resolution practice at ELP. He is a qualified lawyer with the additional attribute of being a Solicitor (non-practising) in England and Wales. Naresh has over 20 years of experience in litigation, international arbitration and mediation; particularly in large infrastructure project arbitrations and post M&A arbitrations, corporate litigation, commercial disputes, regulatory and tax disputes and white collar crimes. RSG India Report Praised for having great knowledge of litigation. Over the years he has handled a number international and national arbitration cases as counsel under the Rules of ICC, LCIA, SIAC, UNCITRAL, Swiss Rules and Ad-Hoc proceedings for both domestic as well as multinational clients. He has been part of mediation and conciliatory proceedings at the clients behest and has brought them to fruition. Some of his recent matters include advising and representing a client on one of the largest hotel management disputes in the country; and also advising and representing one of the most successful real estate barons in a high profile dispute. Naresh s experience in tax disputes span issues relating to indirect tax, including Central Excise, Customs, Service Tax and VAT. On the regulatory front he routinely advises and represents clients on foreign exchange related issues and electricity matters. He has successfully represented clients in matters pertaining to economic offences before diverse Tribunals and Courts in India, large number of which have industry wide implications. Such decisions have been widely reported in various legal journals such as ELT, RLT, AIR, TIOL, Taxsutra etc. Naresh is currently active in a number of professional organisations including The Law Society, UK; London Court of International Arbitration (LCIA); International Bar Association (IBA); and the All India Federation of Tax Practitioners (AIFTP). He has spoken at various seminars on international arbitration and tax laws organised by, amongst others, LCIA, IBA, AIFTP, Corporate Counsels Association of India, and Chamber of Tax Consultants. Naresh is often quoted by prestigious international journals and his articles continue to appear in trade publications around the world such as International Law Offices, India Business Law Journal, and Global Arbitration Review (GAR). He is also frequently sought out for his comments by leading newspapers such as Economic Times, Business Today, Live Mint and Financial Express. He has authored the India Chapter for The Asia-Pacific Arbitration Review 2016 to 2018 published by GAR; and the International Arbitration 2016 Global Practice Guide published by Chambers & Partners. Naresh has been featured as a leading tax controversy adviser in India in Tax Controversy Leaders (Fourth, 104 P a g e E c o n o m ic L a w s P r a c t i c e

106 E LP F irm Prof i le 2018 Fifth & Sixth Editions); and as an expert in World Tax He has recently been co-opted by GAR as part of their arbitration research tool (ART). Prior to ELP, Naresh practiced as an independent counsel on indirect tax and litigation matters. E c o n o m ic L a w s P r a c t i c e P a g e 105

107 F irm Prof i le E LP R O H I T JA I N PA RT N E R T: M: E: Tax Rohit Jain is a Partner in the Tax practice of ELP focusing on indirect taxes, direct tax and transfer pricing. He is a law graduate from the University of Mumbai and a fellow member of the Institute of Chartered Accountants of India (ICAI). His areas of expertise include customs, excise, service tax, central sales tax, state VAT laws and foreign trade policy. Rohit has been with the firm since its inception and has over a decade of experience in handling matters related to tax, in both advisory and litigation matters. He has advised various Fortune 500 Companies and Indian Conglomerates in sectors like financial services, manufacturing, telecommunication, oil and gas, petroleum and infrastructure projects in order to ensure smooth transitions from sales tax to the VAT regime. He has also been involved in making representations to the Ministry of Finance and the Ministry of Commerce in relation to various tax policy matters on behalf of numerous industry associations. RSG India Report Clients noted Rohit s excellent technical skills stating that he is commercially very savvy and he takes time to understand [their] business. Chambers Asia-Pacific He is described as "very knowledgeable and well qualified," and is complimented on his logical thinking and analytical capability. Rohit has been recognised for his expertise in Tax by Chambers Asia-Pacific 2014 to 2018, has been recommended by the Tax Director s Handbook 2012 and has also featured in World Transfer Pricing 2015 & Prior to ELP, Rohit was part of the Tax team at RSM & Co. 106 P a g e E c o n o m ic L a w s P r a c t i c e

108 E LP F irm Prof i le 2018 B A B U S I VA P R A K A SA M PA RT N E R T: M: E: Banking & Finance Real Estate Babu Sivaprakasam (Babu) is a Partner at ELP and heads the Banking & Finance practice of the firm. He holds a law degree from Madras University and is enrolled with the Bar Council of Tamil Nadu. Babu brings with him over 25 years of diverse and rich experience as a legal professional in the Banking & Finance sector. His expertise lies in all forms of Banking & Finance matters including transactional, advisory, governance and compliance. These extend to property and stamp laws; securitization, transfer & management of stressed assets, trade and documentary credit transactions; derivatives, structured & syndicated finance, collateralized debt obligations; commercial real estate, commodities, aircraft and ship finance transactions and advice on banking product development, standardisation of documents and legal risk management. He has extensively advised and worked closely with major public sector banks, many foreign and private banks, non-banking finance companies and top realty firms in India. Babu started his career in 1991 as a Lawyer practicing in Chennai High Court. His experience as an in-house counsel took-off in 1996 when he joined Bank of Baroda and then moved on to Standard Chartered Bank in 2001 where he worked till He was also associated with Axis Bank from 2004 to early Post this stint, he has been a cofounding Partner at SNG Partners, Mumbai nurturing and shepherding their Banking & Finance and Real Estate practice till July, Babu is regarded by the clients as a valuable & reliable resource in real estate and banking & finance transactions. As his clients put it With real business experience as an in-house counsel for various banks and as a seasoned and matured professional, Babu brings with him a desired blend of proficiency and expertise to better understand and appreciate the legal & regulatory risks and other business aspects of financing and a poised and solution-oriented demeanour. Babu has featured as a Leading Lawyer for Banking & Finance and Real Estate in IFLR1000 Financial & Corporate Guide 2016 to 2018 and as a Highly Recommended Individual for Banking & Finance in Asialaw Leading Lawyers 2015 to E c o n o m ic L a w s P r a c t i c e P a g e 107

109 F irm Prof i le E LP N I S H A N T S H A H PA RT N E R T: M: E: Tax Nishant Shah is a Partner in the Tax practice of ELP, focusing on indirect taxes. He is a qualified lawyer and a Chartered Accountant. His areas of expertise include excise, customs, service tax, central sales tax, state levies as well as regulations under the Foreign Trade Policy. Nishant has worked extensively with the State Governments of Rajasthan and Punjab during the introduction of the Value Added Tax (VAT) regime in India. He has worked extensively with various Industry Associations and assisted them in successfully representing before the Central Government or State Governments for grant of reliefs from concerns faced by these associations. He has tremendous experience and expertise on matters relating to Special Economic Zones. RSG India Report Nishant Shah understands the [clients] business needs as well as their challenges. As part of a new initiative, Nishant has been working on developing expertise in relation to the anti-money laundering, anti-corruption and allied laws recently introduced in India, including its implications for various industries. Nishant has been recommended for his expertise in Tax by The Legal500 Asia-Pacific Prior to ELP, Nishant was part of the tax teams at KPMG and Deloitte. 108 P a g e E c o n o m ic L a w s P r a c t i c e

110 E LP F irm Prof i le 2018 A A K A N K S H A J O S H I PA RT N E R T: M: E: Energy & Infrastructure Hospitality Corporate & Commercial Private Equity & Venture Capital Real Estate Aakanksha Joshi is a Partner in the Energy & Infrastructure, Hospitality, RSG India Report Corporate & Commercial, Private Equity and Real Estate practices of ELP. She graduated from the Government Law College, Mumbai and obtained Clients commented on Joshi s her Solicitor s qualification from the Bombay Incorporated Law Society. accessibility, quick turnaround and technical competence." Aakanksha has been involved in various infrastructure, corporate and hospitality transactions ranging from drafting and review of fuel supply agreements, power purchase agreements, construction contracts, concession agreements, bid documents and hotel agreements. She also advises on joint venture and private equity transactions, primarily in the infrastructure and hospitality space. She has represented various kinds of clients ranging from government bodies, international cement companies, construction Chambers Asia-Pacific companies, power generation companies, international hotel management Sources praise her efficiency, sector companies, hotel owners and private equity funds. knowledge and drafting skills. Aakanksha recently advised New Silk Route Advisors in relation to the sale of its stake in Destimoney Enterprises Limited to Carlyle which also resulted in an indirect acquisition of 49% stake in Punjab National Bank Housing Finance Limited. The deal also involved hiving off six subsidiaries of Destimoney. This is said to be Carlyle s first major buyout in India. This deal has been recognised as the Private Equity & Venture Capital Deal of the Year by India Business Law Journal in the Deal of the Year Awards Aakanksha has been recognised as an Up and Coming Lawyer for her expertise in Projects, Infrastructure & Energy by Chambers Asia-Pacific 2015 to The IFLR1000 Energy & Infrastructure 2014 to 2018 guides have recommended her as a Rising Star in India. Prior to joining ELP, Aakanksha was an article clerk and an associate with DSK Legal, Mumbai and worked on corporate and real estate transactions. E c o n o m ic L a w s P r a c t i c e P a g e 109

111 F irm Prof i le E LP R AV I S E K H A R N A I R PA RT N E R T: M: E: Competition Law & Policy Ravisekhar Nair is a Partner at ELP and a part of the Competition Law & Policy practice of the firm. He works closely with the Corporate & Commercial team. With over 11 years of experience, he is currently involved in some of the most contentious cases pending before the Competition Commission of India (CCI). He earned his LL.M. from the University of Queensland, Australia. Ravi has successfully represented clients in various investigations and inquiries before the CCI, the DG and in appeals before the COMPAT, various High Courts in India and the Supreme Court of India. He renders competition compliance services for clients, which include Competition Compliance Audits, the design and roll-out of Competition Compliance Training Programmes for staff and managerial level officials, and the design and implementation of Competition Compliance Manuals. Chambers Asia-Pacific "Sources identify Ravi as a rising talent...he is involved in interesting and important cases." Ravi was part of the Law Firm Working Group formed by the Ministry of Chambers Asia-Pacific Corporate Affairs to give a final shape to the merger regulations governing combinations in India and has closely worked with the CCI to get various He is becoming increasingly prominent processes and procedures in place apart from providing assistance on the in the market, having advised in a range substantive issues of law. Ravi has assisted the CCI on framing the draft of significant investigations before the Regulations of 2008 and 2009, the 2007 amendments to the Competition CCI and COMPAT. He is warmly praised Act, by interviewees, one noting he is "incredibly energetic, mature, sensible Ravi has various publications on competition law to his credit and regularly and extremely responsive." speaks at various forums on competition aw. Ravi has been Highly Recommended for his expertise in Competition & Antitrust by the Chambers Asia-Pacific 2016 to Prior to ELP, Ravi was working as a Managing Associate with Luthra & Luthra Law Offices, New Delhi. 110 P a g e E c o n o m ic L a w s P r a c t i c e

112 E LP F irm Prof i le 2018 B H AV I N GADA PA R T N E R T: M: E: Corporate & Commercial Private Equity & Venture Capital Real Estate Bhavin Gada is a Partner in the Corporate and Commercial, Private Equity & Venture Capital and Real Estate practices of ELP. He is a commerce graduate with a law degree from the University of Mumbai. Bhavin got his Master s in Business Law from the National Law School of India University, Bangalore (NLSIU). He is also a qualified Solicitor from the Bombay Incorporated Law Society (BILS). With over 12 years of experience in M&A transactions, Private Equity, Venture Capital, and Real Estate; Bhavin has advised funds, multinationals and private investors on various aspects such as entry, inbound and outbound acquisitions (listed as well as unlisted), domestic fund formation, joint ventures and other commercial transactions for their India-related forays. He has advised clients across sectors including services, retail, real estate, pharmaceutical and healthcare, IT, aviation, telecom and infrastructure. RSG India Report Bhavin s expertise in exchange control regulations, SEBI, real estate, contractual arrangements and general corporate law is an added advantage Gada is recognised for his innovative on M&A transactions. His experience helps in strategising deals and approach. transactions including identifying key structuring issues that are crucial for all transactions. Bhavin s strategic approach for dispute management and disputes (at various forums including National Company Law Tribunal) arising out of corporate law matters has proven to be an added advantage for clients in mitigating risks involved in a practical and enforceable manner. Some of Bhavin s recent transactions include advising Johnson Controls in relation to its global air conditioning business joint venture with Hitachi Appliances, Inc. (Japan) and Hitachi Limited (Japan). The joint venture is said to be world's largest commercial air conditioning provider. This deal has been recognised one of the Deals of the Year by Inhouse Community s Asian Mena Counsel in its Deals of the Year 2015 award. He was also involved in advising New Vernon Private Equity Limited and Hilson Estates Limited in the sale of their entire shareholding held in Carwel Estates Limited and Faery Estates Limited respectively to Canada Pension Plan Investment Board (CPPIB) and Shapoorji Pallonji Group's joint venture company SPREP Pte. Ltd. for the acquisition of SP Infocity IT Park in Chennai. This deal has been recognised as the Real Estate Deal of the Year by India Business Law Journal in the Deal of the Year Awards Bhavin is a frequent speaker at various conferences which seek his expertise in corporate and real estate laws, and is also a contributory author for the Lexis Nexis s Practical Guide on the Indian Takeover Code. Prior to joining ELP, Bhavin was with Rajani Associates from 2007 to 2011; and was a litigation lawyer practicing at the High Court of Bombay with C. R. Naidu and Co before E c o n o m ic L a w s P r a c t i c e P a g e 111

113 F irm Prof i le E LP A S H I S H P R ASA D PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Pharma & Life Sciences Ashish Prasad is a Litigation & Non-Tax Dispute Resolution partner at Economic Laws Practice (ELP) New Delhi. He is an alumnus from Delhi University and has completed courses in Intellectual Property law from World Intellectual Property Organization (WIPO), in addition to holding a Diploma on Cyber Laws from Indian Law Institute, New Delhi. He is admitted with the Bar Council of Delhi. Ashish has immense experience in handling commercial litigation and IP issues. Having started his career with Lall & Sethi Advocates in 2003, he has advised and strategized IP enforcement actions, involving Trademarks, Copyrights, Designs, Patents, Domain Names, Confidential information, Trade secret, Comparative advertising, Counterfeiting, Ambush Marketing and executed Anti-piracy operations in India and South Asia Subcontinent, before foraying into commercial/regulatory litigation, arbitration and dispute resolution practice. Ashish is adept in providing legal solutions in conflict situations - involving contractual disputes, government actions, regulatory changes, statutory violations. He regularly undertakes risk analysis and advices clients on key legal issues involved in commercial transactions with a keen eye on resolution of (potential) conflict situations. Ashish has handled some major issues in sectors including Food & Drug, Telecom, Infrastructure, Pharmaceutical, Information Technology, Media, Television and Broadcast, Foreign Investments and Defense amongst many others. He continues to advise a wide range of industries on the protection of their Intellectual Property Rights (IPR). He regularly advises on Food Laws and assists in compliance with regulations under the FSSA, 2006 and D&C Act. Ashish has played a key role in defending first approval for a biosimilar cancer drug in India, and has strategized a timely launch of their drug. He has successfully led the challenge to the ban on FDC before the Delhi High Court and the issue of product approval in regard to proprietary food on behalf of industry associations and leading Pharma/Food companies. Ashish has represented clients before the Arbitral tribunal(s) both domestic as well as international. He has been involved in advising and representing clients before DRT, NGT, NCLT, District Courts, High Courts and the Supreme Court of India (SC). Ashish was a Partner at Lall & Sethi and Luthra & Luthra prior to joining ELP. 112 P a g e E c o n o m ic L a w s P r a c t i c e

114 E LP F irm Prof i le 2018 H A R D I K M O D H PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Hardik Modh is a Partner in the Litigation, Arbitration & Dispute Resolution team of ELP and is based in Ahmedabad. He completed his graduation in law from the University of Gujarat in 2002 and Chartered Accountancy from Institute of Chartered Accountant Association of India. Hardik renders litigation and advisory services in Indirect Taxation, commercial litigation, and white collar criminal offences. He has over 13 years experience in rendering such services and has successfully handled various cases. He appears before various Statutory Authorities, Tribunals, Consumer Forum, Civil Courts and High Courts. He writes articles and presents seminars on the law and practice of Indirect tax. Prior to ELP, he worked with Mr. R. V. Desai, Senior Advocate; Mr. Vikram Nankani, Senior Advocate; and then shifted to Ahmedabad and started his own practice. E c o n o m ic L a w s P r a c t i c e P a g e 113

115 F irm Prof i le E LP J I T E N D R A M OT WA N I PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Jitendra Motwani is a Partner with ELP s Litigation, Arbitration and Dispute Resolution practice in Mumbai. Jitendra graduated from KC Law College, Mumbai in 2003 and obtained his Solicitor s qualification from the Bombay Incorporated Law Society in Jitendra s area of specialisation covers all forms of indirect taxes including central excise, customs, sales tax/ VAT and service tax as also the foreign trade policy. Apart from advising clients on various aspects of indirect tax laws he also actively appears before various Forums including Supreme Court of India, High Courts, Tax Tribunals and all quasijudicial authorities across India. Jitendra has authored several articles in varied publications and is regularly called upon by professional bodies to speak at conferences and seminars. Prior to ELP, Jitendra was with PDS Legal and DSK Legal. 114 P a g e E c o n o m ic L a w s P r a c t i c e

116 E LP F irm Prof i le 2018 H A RS H S H A H PA RT N E R T: M: E: Tax Harsh Shah is a Partner in the Tax practice of ELP, and focuses on indirect taxes. He qualified as a Chartered Accountant in He obtained his law degree from Government Law College in 2006 and has also completed his Masters in Commerce in Harsh has over 14 years of post-qualification experience in indirect tax and handles all indirect taxes such as Service tax, Value Added Tax, Customs, Excise and Foreign Trade Policy matters. He advises various multinational and domestic companies on their day to day indirect tax matters. Harsh has featured as one of the leading indirect tax advisers in the country in International Tax Review s World Tax Guide. He has keen interest in and writes articles which are published in leading tax websites and newspapers. He is also a regular speaker at various forums. Prior to working with ELP, Harsh has worked with some of the big four accounting firms such as PwC and Deloitte. E c o n o m ic L a w s P r a c t i c e P a g e 115

117 F irm Prof i le E LP K U M A R V I SA L A K S H PA RT N E R T: M: E: Tax Kumar Visalaksh is a Partner in the Tax practice of ELP and is based in New Delhi. Kumar has over 11 years of experience in rendering tax advisory, transactional and litigation services. He regularly advises clients on Customs, Excise, Service Tax, VAT/CST, Foreign Trade Policy and Export Control related matters. He has been extensively associated with both advisory and litigation services for various Fortune 500 companies on Indirect Tax issues. Kumar writes regularly on issues of taxation for leading newspapers/magazines such as The Economic Times, Financial Express, Economic and Political Weekly, Indirect Taxation Review etc. He is also a regular speaker at various tax conferences. Kumar is a graduate (BA. LLB) from National Academy of Legal Studies and Research (NALSAR), University of Law, Hyderabad. 116 P a g e E c o n o m ic L a w s P r a c t i c e

118 E LP F irm Prof i le 2018 R A N J E E T M A H TA N I PA RT N E R T: M: E: Tax Ranjeet Mahtani is a Partner at ELP and has been a part of the firm s Tax practice since He qualified as an advocate from the Mumbai University and a chartered accountant in Ranjeet advises on all direct and indirect taxation issues; and specialises in all nature of indirect taxes including central excise duty, customs duty, sales tax/ VAT, service tax and entertainment tax as also the foreign trade policy of India. He has advised and appeared across fora in litigation matters for clients in the shipping, media, insurance, oil & gas, and telecom sectors amongst others. Ranjeet routinely authors articles and columns in various publications and taxation forums, besides which he manages the in-house publications: Tax Alerts and Tax Newsletters. Ranjeet is regularly called upon to speak at/address conferences and seminars on taxation. Prior to ELP, Ranjeet was with Deloitte Haskins & Sells. E c o n o m ic L a w s P r a c t i c e P a g e 117

119 F irm Prof i le E LP A KS H AY K I S H O R E PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Akshay is a Partner at ELP, in the arbitration and commercial dispute management team of the firm. He is based in Mumbai and is qualified to practice law in both India and England & Wales. Akshay obtained his B.L.S./LL.B. degree from Government Law College, Mumbai and an LL.M. degree in International Taxation from the New York University. With an experience spanning more than 9 years, Akshay advises clients in both international and domestic (Indian) commercial disputes. His areas of expertise include the oil & gas, infrastructure, construction and finance sectors. Akshay has been involved in advising clients on various high value arbitrations in the U.K., Europe, South East Asia, Japan, Australia and India. Akshay is also adept at advising clients on arbitrations under different institutional rules, including ICC, SIAC, HKIAC, LCIA, SCC and UNCITRAL, and often does advocacy at the arbitration hearings. Prior to joining ELP Akshay worked with international firms like Freshfields Bruckhaus & Deringer and Ashurst LLP, for over 7 years. He is also recognised as an arbitration expert in legal directories, such as Legal P a g e E c o n o m ic L a w s P r a c t i c e

120 E LP F irm Prof i le 2018 D I N E S H P E D N E K A R PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Dinesh G. Pednekar is a Partner at ELP and is a part of the Litigation, Arbitration & Dispute Resolution practice of the firm. He completed his LL.B. in 2001 from the Government Law College, University of Mumbai and is enrolled with the Bar Council of Maharashtra and Goa since then. Dinesh has extensive experience in handling & representing clients in matters involving complex legal issues in the fields of Commercial Litigation, Intellectual Property laws, Real Estate laws, Company Law, Oil & Gas Industry, etc. including matters involving Writ Jurisdiction. He has also advised and represented clients in arbitrations (including institutional arbitration) governed by various substantive laws and he is adept in drafting of pleadings and attending to matters in various fora including the Apex Court. His expertise, in-depth knowledge and a holistic approach helps in identifying the core issues in disputes and aids in strategizing the litigation. Dinesh regularly provides strategic legal advice to a wide array of clientele including large business houses and multinational companies. Prior to joining ELP, Dinesh was an Associate Partner with Hariani & Co. E c o n o m ic L a w s P r a c t i c e P a g e 119

121 F irm Prof i le E LP D E E P ROY PA RT N E R T: M: E: Banking & Finance Deep Roy is a Partner in the Banking and Finance practice of ELP. He graduated from the Symbiosis Law School. Deep's experience includes trade finance, structured finance, acquisition RSG India Report finance, asset finance project finance, restructuring (whether on stressed assets or otherwise), asset reconstruction and other syndicated lending Considered to be one of the best in the transactions. Such debt transactions include cross border structures business of client service through his including matters dealing with external commercial borrowing regulations, understanding of clients needs. overseas direct investment regulations and their respective security and contractual comforts. He has also been assisting clients with legal advice on their product structuring (including retail products) and providing standard documents in relation to the same. He has gained experience on advising clients in the fintech sector and collaborating with banks and financial institutions in this space. In addition to the banking practice, he has also been providing regulatory advice to clients on exchange control regulations in India and on other regulations issued by the Reserve Bank of India ( RBI ). Deep has over 9 years of experience in rendering corporate and transactional advisory services. He regularly advises banks, corporates (whether as borrowers or investors, including private IFLR1000 Financial & Corporate equity participants) and non-banking financial companies with regard to the India legal aspects of debt transactions and RBI regulatory issues. Excellent professional and great advisor to clients Prior to ELP, Deep was part of the corporate legal team at ICICI Bank Limited. He was initially part of the structured finance team and subsequently part of strategic investment team at ICICI corporate legal department. Deep Roy has been recommended as an Up and Coming lawyer by Chambers Asia-Pacific 2016 to P a g e E c o n o m ic L a w s P r a c t i c e

122 E LP F irm Prof i le 2018 A N AY BA N H AT T I PA RT N E R T: M: E: Tax Anay Banhatti is a Partner at ELP and a part of firm s tax team for the last nine years. Anay received his law degree from the ILS Law College of the Pune University. Anay s areas of focus have been customs, excise, service tax, sales tax and foreign trade policy. He has been actively engaged in providing advisory and litigation services to various clients in relation to the investigations initiated by the regulators under various tax laws as also representing clients in proceedings before various quasi-judicial and judicial forums. He has also been actively engaged in undertaking indirect tax review exercises for several large corporations. Anay has also been engaged in providing advice and assistance for setting up of strong anti-corruption compliance programme, carrying out internal anti-corruption investigation, and, has regularly provided training in relation to compliance under Foreign Corrupt Practices Act (FCPA) and the Indian anti- corruption laws. RSG India Report 2015 Very diligent and thorough in his work. India Business Law Journal s February 2015 Issue Recommended for his attention to detail, thorough preparation and ability to work patiently with all levels of a client s team. Anay has contributed to the publication Corporate Internal Investigation an International Guide by Oxford University Press by covering the chapter on Corporate Investigations in India. E c o n o m ic L a w s P r a c t i c e P a g e 121

123 F irm Prof i le E LP G O PA L M U N D H R A PA RT N E R T: M: E: Tax Gopal Krishna Mundhra is a Partner at ELP, and a part of firm s Tax practice. He is a Chartered Accountant and a Company Secretary; and graduated from St. Xavier s College, Calcutta University. Gopal s areas of focus have been customs, excise, service tax, sales tax and foreign trade policy. With experience of more than a decade, Gopal has been actively engaged in providing litigation and advisory services to various clients in telecom, metal, lifts & elevator, cement, software, insurance, asset management, financial services, power, infrastructure among others. Gopal has successfully represented clients in proceedings before various quasi-judicial and judicial forums. He is also advising various clients on GST transition. He is regularly called upon to speak on indirect taxes at various forums. Prior to joining ELP, Gopal gained seven years industry experience working with leading manufacturing companies. 122 P a g e E c o n o m ic L a w s P r a c t i c e

124 E LP F irm Prof i le 2018 J I G N ES H G H E L A N I PA RT N E R T: M: E: Tax Jignesh Ghelani is a Partner at ELP focusing on indirect taxes and the newly introduced Goods & Services Tax (GST). He is a fellow member of the Institute of Chartered Accountants of India (ICAI). His areas of expertise include customs, excise, service tax, central sales tax (CST), state Value Added Tax (VAT) laws, Foreign Trade Policy (FTP), Special Economic Zone and Export Control related matters. Jignesh has over a decade of experience in handling matters related to tax, in both advisory and litigation matters. He has advised various Fortune 500 Companies and Indian Conglomerates in sectors like manufacturing, oil and gas, petroleum, energy, construction and infrastructure and telecommunication. His areas of specialization include tax optimization strategies, structuring contracts, tax reviews/due diligence and representing clients before the tax authorities. He has also been a regular speaker at various tax conferences and has authored associated papers/articles on issues of indirect taxation Prior to joining ELP, Jignesh was part of the Tax team at EY & PwC. E c o n o m ic L a w s P r a c t i c e P a g e 123

125 F irm Prof i le E LP V I V E K S H A R M A PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Vivek Sharma is a Partner with ELP s Litigation, Arbitration and Dispute Resolution practice in Delhi. Vivek graduated from Faculty of Law, Delhi University in 2004 and is an Advocate of the Delhi High Court. His area of specialisation covers all forms of taxes including GST, central excise, state excise, customs, sales tax/ VAT, service tax, foreign trade policy and income tax. Vivek has appeared in significant matters before the Supreme Court, across various High Courts, CESTAT, VAT Tribunals, etc. Vivek is also extensively engaged in tax advisory and tax structuring across industry spectrum. He converges his litigation acumen with practical advice to corporate clients. Prior to ELP, Vivek was with Lakshmikumaran & Sridharan and was part of the tax practice at KPMG. 124 P a g e E c o n o m ic L a w s P r a c t i c e

126 E LP F irm Prof i le 2018 M I T E S H JA I N PA RT N E R T: M: E: Tax Mitesh Jain is a Partner in the Tax practice of ELP, focusing on direct taxes. He is a qualified lawyer and a Chartered Accountant. He specialises in advising domestic and foreign MNCs (focusing mainly on Pharmaceutical, Oil and Gas service providers, Manufacturing Cos, Dredging, Hotels, Infrastructure, FMCG, Cement, Real Estate, and EPC Companies) from a Direct Tax perspective. Mitesh has over 13 years of experience in advising clients on variety of Direct tax projects involving contract/deal structuring, structuring the Inbound and Outbound Investment structuring from a tax and FEMA perspective, advising MNCs to minimize tax cost on repatriation, structuring cross border transactions, strategizing the global restructuring, Permanent Establishment Risks for MNCs and related mitigation strategies, tax due diligence, transaction support, and GAAR Planning etc. He has also been part of various conferences and associated papers on direct tax issues. Prior to joining ELP, Mitesh was part of the Tax team at Ernst & Young LLP and KPMG. E c o n o m ic L a w s P r a c t i c e P a g e 125

127 F irm Prof i le E LP R A JAT C H H A B R A A S S OCIAT E PA RT N E R T: M: E: Tax Rajat Chhabra is an Associate Partner at ELP, and a part of firm s Tax practice for the last seven years. He is a Chartered Accountant and a Certified Public Accountant (USA). He is a law graduate from Bhartiya Vidyapeeth, Pune and has also done his Bachelors in Commerce (Hons.) from Delhi University. Rajat s areas of focus have been customs, excise, service tax, value added tax/sales tax, foreign trade policy and state incentives. He has been actively engaged in providing advisory and litigation services to various clients in insurance, automobile, financial services, renewable energy, food processing and infrastructure sectors among others. He has represented clients in proceedings before various quasi-judicial and judicial forums. He has also authored several articles in various publications. Prior to joining ELP, Rajat has worked with SpiceJet, Reliance Industries and BMR Advisors. 126 P a g e E c o n o m ic L a w s P r a c t i c e

128 E LP F irm Prof i le 2018 V I V E K BA J A S S OCIAT E PA RT N E R T: M: E: Tax Vivek Baj is an Associate Partner at ELP, and a part of firm s Tax practice for the last 10 years. He is a Chartered Accountant (2006) and has graduated from Pune University. In his 10 years stint with ELP and BMR, Vivek has handled various tax matters covering all spheres of Indirect taxes such as customs, excise, service tax, sales tax and foreign trade policy. He has been actively engaged in providing advisory and litigation services to various clients in Real Estate, Software, Insurance, Financial Services, telecom, automobile, among others. He has represented clients in proceedings before the quasi-judicial and judicial forums. Vivek has authored articles on diverse topics which were published by various tax publications and is regularly called upon to address conferences and seminars. Prior to joining ELP, Vivek was with BMR & Associates. E c o n o m ic L a w s P r a c t i c e P a g e 127

129 F irm Prof i le E LP A M I T M A N U BA R WA L A AS S OC I AT E PA R T N E R T: M: E: Corporate & Commercial Private Equity & Venture Capital Amit Manubarwala is an Associate Partner in the Corporate & Commercial and Private Equity & Venture Capital practices of ELP. He specialises in corporate and commercial transactions, private equity investments, mergers and acquisition, business acquisition transactions and joint ventures. Amit has advised on setting up of business entities in India and represented foreign and Indian clients who require general advice on their transactions in India. He has also advised foreign multinationals clients on optimal structuring options and entry/investment strategies for their acquisitions in India as well as Indian promoters in relation to sale of their entire business to foreign multinationals. He has advised clients across varied sectors including pharmaceutical and healthcare, IT, aviation, textile and infrastructure. Some of the notable assignments Amit has worked on include advising Google Capital in its investment in GirnarSoft, which owns the auto classified portal CarDekho.com; Micromax Informatics Limited in its strategic investment in HealthifyMe, a digital fitness provider; Canada Pension Plan Investment Board, in relation to their maiden FVCI investment in a group company of L&T Limited; New York Life International India Fund, a Mauritius based private equity fund, in relation to its FDI and FVCI investments in several Indian companies involved in infrastructure, power, pharmaceutical sectors; and Abbott Laboratories, USA, in relation to its proposed acquisition of the entire nutrition business of Wockhardt Limited. Prior to joining ELP, Amit was a Partner with Wadia Ghandy & Co, Mumbai, where he worked for a period of 9 years, specialising in transactional and advisory work in relation to private equity investments, mergers & acquisitions and joint ventures across different sectors. He was also leading the competition law practice in Wadia Ghandy & Co. Amit is a qualified Solicitor and was admitted to the Bombay Incorporated Law Society in He graduated from the Government Law College (Mumbai University) in P a g e E c o n o m ic L a w s P r a c t i c e

130 E LP F irm Prof i le 2018 A DA R S H S O M A N I A S S OCIAT E PA RT N E R T: M: E: Tax Adarsh Somani is an Associate Partner at ELP and part of firm s tax practice. He is a Chartered Accountant and a law graduate from University of Rajasthan. Adarsh assists several multinational and domestic companies in deploying tax efficient value chains in business. He has now been servicing clients for more than a decade. Adarsh inter-alia extensively focusses on Goods and Services Tax matters and tax policy issues. Adarsh s skill sets also include contract structuring, negotiations as well as transaction advisory from a tax perspective. Major industries for Adarsh include Pharma & FMCG, Financial Services, and retail businesses. He is a regular speaker at tax conferences and conventions and has also co-contributed a paper on Valuation and Classification under GST for ICAI in past. He regularly writes columns for various online and offline publications. Prior to joining ELP, Adarsh has worked at BMR Advisors and Ernst & Young. E c o n o m ic L a w s P r a c t i c e P a g e 129

131 F irm Prof i le E LP A B H I S H E K A N A N D A S S OCIAT E PA RT N E R T: M: E: Litigation, Arbitration & Dispute Resolution Abhishek is an Associate Partner with ELP s Litigation Arbitration and Dispute Resolution practice in Delhi. He graduated from National Law University, Jodhpur with Honours in Law. With over 10 years of experience in dispute resolution, Abhishek s area of specialisation covers all forms of taxes, white collar crimes and related commercial disputes. Abhishek has appeared and argued cases on myriad issues before Supreme Court, almost all the High Courts, tax tribunals including various other tribunals and all quasi-judicial authorities across India. Abhishek is regularly called upon by professional bodies to speak at conferences and seminars. Prior to ELP, Abhishek was with Lakshmikumaran & Sridharan and Chambers of leading Senior Advocate at New Delhi. 130 P a g e E c o n o m ic L a w s P r a c t i c e

132 E LP F irm Prof i le 2018 Darshan Bora Associate Partner T: M: E: Tax Darshan Bora is an Associate Partner at ELP and part of firm's tax practice. He has over a decade years of work experience and has been working at ELP since He specializes in handling advisory and litigation matters in relation to Tax, Customs and regulatory issues. His work experience includes: Advisory assistance on complex tax and regulatory matters; Transaction structuring for businesses and undertaking Tax Optimization / Due Diligence exercise; Litigation assistance from the stage of investigation upto obtaining suitable reliefs from the Court including hand-holding during Tax investigations, drafting responses to tax demands, attending hearings before Tribunal, adjudicating authorities and Court(s) and preparing Appeals. He has successfully handled litigation in relation to one of the highest ever tax demands in India amounting to USD 1 Billion. He is also active in policy advocacy and has assisted several Industries in seeking suitable relief from the Government. He is an All-India Rank Holder at CA examinations. Prior to joining ELP, he has worked at Deloitte and PwC. E c o n o m ic L a w s P r a c t i c e P a g e 131

133 F irm Prof i le E LP S H YA M PA N DYA AS S OCIAT E PA RT N E R T: M: E: Corporate & Commercial Private Equity & Venture Capital Shyam Pandya is an Associate Partner in the Corporate & Commercial and Private Equity & Venture Capital practices of ELP. He is a qualified attorney with the Bar Council of Maharashtra and Goa. He has over of 13 years of experience in corporate and commercial transactions including M&A and joint ventures, equity, venture and debt fund raising transactions. Shyam has regularly advised overseas as well as domestic corporations and their promoters on their Indian and overseas market entries and exits, joint ventures/collaborations and fund raising assignments. He has acted for buyside as well as sell-side parties on such transactions. Shyam also has represented domestic and international private equity and venture capital investors for their investments. During the course of his representations, Shyam has advised clients across various sectors such as manufacturing, financial services, technology and SAS, logistics and pharmaceutical sectors. Some of the notable assignments Shyam has worked on include advising TVS Infrastructure in its acquisition of an Indian 3PL company; Ray Pharmaceuticals and its promoters for its corporate restructuring and its sale of 70% stake to a consortium of strategic investors; Imerys (France) for its strategic acquisition of an Indian refractory company; Société Générale in its India entry in the vehicle loan business as well as its exit from this business; Diageo in its proposed acquisition of a distillery; Bunge India in its 100% acquisition of Amrit Banaspati; Cosme Pharma and its promoters for a 100% stake sale to Adcock (South Africa); JSW for a proposed 100% acquisition of an Australian owned Indian turn-key contractor; Manugraph India in its 100% acquisition of Dauphin Graphics (USA); Management buyout of Reliance Capital s divestment of certain financial services business; Skerion Energy in relation to its proposed joint venture for a solar project; Kamani Oils and its promoters for a 51% stake sale to AAK (Sweden); Bharat Forge in its acquisition of a Bangalore based road project; Brics Securities in its business transfer to an overseas financial institution; Axis Bank in its acquisition of a strategic stake in Prizm Payments; Euroflex Industries for its 100% stake sale to Rexnord (USA); Glencore for its proposed acquisition of an Indian mining company; Envirox Protection Company in its 50% stake acquisition in Sinomen Technology (Singapore); NBCU in its acquisition of a strategic stake in NDTV and its overseas entities; Nerolac Paints in its acquisition of a Nepal based company; SREI Infrastructure in its acquisition of a stake with Spice Telecom; Olam Agro in a hive-off of its rice mill division; Mumbai based pharmaceuticals company and its promoters for a 100% stake sale to Torrent Pharmaceuticals. Prior to joining ELP, Shyam was a Partner with Desai & Diwanji, Mumbai, where he worked for a period of 14 years, specialising in transactional and advisory work in relation to private equity investments, M&A and joint ventures/collaborations across different sectors. 132 P a g e E c o n o m ic L a w s P r a c t i c e

134 E LP F irm Prof i le 2018 R A H U L C H A R K H A A S S OCIAT E PA RT N E R T: +91 M: +91 E: Tax Rahul Charkha is an Associate Partner in the tax practice of ELP, focusing on direct taxes. He is a qualified Chartered Accountant. He specializes in advising domestic and foreign MNCs across various sectors, from a direct tax perspective. Rahul has over 10 years of experience in advising clients on variety of direct tax projects involving structuring of inbound and outbound investment from a tax and exchange control regulatory perspective, deal structuring, internal restructuring, advising multinational entities on tax efficient profit repatriation, structuring cross border transactions, transfer pricing reviews, tax due diligence and transaction support. Rahul has also been involved in assisting clients in direct tax litigation at various forums. He has also been part of various conferences and contributed articles on direct tax issues. Prior to joining ELP, Rahul was part of the direct tax team at PricewaterhouseCoopers and KPMG. E c o n o m ic L a w s P r a c t i c e P a g e 133

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