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CORRESPONDENT LAW FIRMS THROUGHOUT INDIA AND WORLDWIDE

ABACUS LEGAL GROUP

Advocates

Office at:

R-116, Ground Floor

Greater Kailash Part I New Delhi 110 048

Tel: 91-11-41633366, 41633365, 41633364 Fax: 91-11-41635401

e-mail: [email protected] [email protected]

Website: www.abacuslegalgroup.net

Member www.globalaw.net

mailto:[email protected]

http://www.abacuslegalgroup.net/

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ABACUS LEGAL GROUP ABOUT US Abacus Legal Group (ALG), a full service law firm, has been in existence and active practice since 1992 and is regarded as one of the prominent law firms in India, with a strong institutional commitment to the highest quality legal work. The Firm’s uniqueness derives its strength from its continued dedication to the highest professional standards, the breadth of practice and its approach to the training of associates in the legal skills necessary for result oriented and effective representation of ever demanding clients, and the recognized expertise of its attorneys.

OUR FOCUS The Firm’s focus is upon accessibility of its lawyers to clients at all material times, speed and accuracy of response, legal acumen, experience and the necessary skills to service the clients’ requirements in a cost effective manner. Each client has access to a partner who has continuing responsibility for that client’s business. This partner may call on a substantial base of expertise from virtually every area of law, directing aspects of the client’s work to specialists within the Firm, while remaining the principal point of contact with ultimate oversight of everything performed for and on behalf of that client. The Firm attends to its clients’ needs with absolute professional integrity, dedicated to the highest level of legal craftsmanship. The Firm’s orientation is towards giving a practical approach to all legal problems, opportunities and transactions, and places a special emphasis upon understanding client’s business interests and commercial climate in which they operate. The Firm seeks approaches and solutions that are creative, positive and realistic, designed to achieve clients’ business objectives. To deliver in the above manner, the Firm has a team of bright, creative lawyers with a continued focus on hard work and a dedicated pursuit of excellence. These lawyers work in the most exciting and rewarding professional atmosphere in the country as provided by the Firm.

CREATING A PERSONAL RELATIONSHIP Personal relationships, we believe, are the foundation of sound legal counsel. Our lawyers have the ability to develop a good lawyer-client relationship to generate ample confidence and faith of the client in them. The Firm’s enduring client focus led us to organize around Industry Groups in addition to the usual legal practice area groups. These Industry Groups cut across practice areas and legal specialties, and reflect our Firm’s long-held belief, borne out by experience, that the practice of law is more about helping clients than anything else.

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OUR PARTNERS AND ASSOCIATES Our main partners are lawyers with immense creativity, possessing an ocean of knowledge and tremendous ability in solving the most complex problems with ease. Dr. Akshoy Rekhi, is one of the founding partners of the Firm and heads the Corporate Division. He is LLM and JD from Harvard Law School (US) and has over 25 years of experience in the legal field. He has assisted in the setting up of many subsidiaries of foreign companies in India. He has done a number of joint ventures, mergers and acquisitions, anti dumping, drafting of agreement in the field of Information Technology, Insurance, Telecommunications, Asset Management, licensing, franchising, energy, infrastructure, financial services and advising on regulatory and policy framework. He has been advising big corporate houses in India and multinational companies (MNC) on corporate restructuring and assisting in negotiating in business alliances. He is actively instrumental in advising various State Governments, local bodies etc. in setting up infrastructure projects in multifarious sectors on Public Private Partnership (PPP) basis in their respective jurisdictions all over India.

Mr. S.K. Nair, Partner, Abacus Legal Group, is a Chartered Accountant, with over 20 years of experience in the field of statutory audit, internal and management audit, tax planning and management, project finance and management, merchant banking and corporate planning and compliances. During his professional career he has worked in key senior positions with companies like Flistex Magnetics Limited, Equitorial Securities Limited, Indo Gulf Industries Limited and Travancore Securities Ltd. He has managed over 40 IPOs and innumerable large volume debt raising and syndication and private placement of equities and debts in Indian as well as overseas market. During his long association with Abacus Legal Group since 1999 he has advised various multinational clients for their India Investment Strategies with special focus on capital market, provided strong legal direction in statutory compliances (Direct taxes, Indirect taxes, STPI, FEMA & Secretarial matters), Inbound & Outbound tax management, Transfer pricing, Sarbanes Oxley Act, Finalising of agreements for outsourcing of business process, Software licensing, consulting, alliances and related contracts. He has intensive experience in all aspects of Finance and Accounts as per US GAAP and Indian standards, treasury operations, receivable management, investment management, funds raising (Loans & IPO), MIS, variance control and audits, budgeting & costing and pricing at the global level. As transaction advisor, he has been assisting various State Governments and their local bodies in the financing structuring and ascertaining financing viability of the projects on PPP basis.

Ms. Radhika Singh, the Managing Partner and the other equity partner of the Firm has done her LL.B as well as M.B.A. with specialization in Human Resource. She has been actively associated with handling of the corporate assignments of the Firm since 1999. She has also been hired by companies for conducting company due diligence and

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background checks of individuals being hired by foreign companies. Supervising immigration compliances/formalities is another area which she is handling which involves overseeing coordinating with various VFS offices in India, collating all the documents required to be submitted to the VFS office(s), arranging meetings of the applicants at the VFS office, making visa application fee at the authorised channels for fee collection etc.

Ms. Sindhu Shree, is a Partner at Abacus Legal Group and has been associated with the Firm since 2005. An alumni of Delhi University, she started her career with litigation practice and over a period of time shifted her focus to corporate work. She has been actively involved in serving Firm’s corporate clients, both in India and abroad. She has undertaken various assignments in the Firm in order to serve its clients for takeovers, setting up ventures in India, getting various licenses and permissions etc for and on behalf of the clients. She is handling various assignments of the Firm in the Public Private Partnership (PPP) sector in various different parts of the country by way of advising the authorities in selection of a suitable partner for the PPP projects.

The Firm has a team of very talented, bright, hard working, and result oriented associates. They are recognized for their integrity and dedication to the highest level of professionalism. While we are proud of their personal achievements and professional contributions, our collective focus is always on providing legal services of superior quality and exceptional value in a manner that places the client first on the priority list.

The expertise of the Firm’s attorneys across a broad spectrum of law is reflected in the diversity of the clients they have represented, which include numerous Indian and multinational “blue chip” corporations, joint venture entities, public sector enterprises, government agencies and foreign governments, commercial and investment banking institutions, individuals and partnerships. Much of the Firm’s work is at the “cutting edge” of Indian business and law, and the Firm’s international work permeates virtually all areas of practice.

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FIRM’S AREA OF PRACTICE

ALG is organized into the following substantive practice areas with a broad experience in terms of its long clientele list which it has served/is serving :

1. Acquisition and Mergers 2. Background Investigation 3. Banking, Insurance & Securities laws 4. Corporate Law, Capital Markets, Due Diligence, Contracts, Employment, Labor

& Industrial disputes 5. Energy and Telecommunications 6. Foreign investments, International finance 7. Information Technology 8. Infrastructure 9. Intellectual Property 10. Labour Laws 11. Litigation & Arbitration 12. Power Sector 13. Project financing 14. Real Estate and Construction 15. Shipping & Maritime Law 16. Taxation and International Tax Planning

This specialty structure allows the Firm to deal effectively with the needs of the clients, and to provide the sophisticated legal counselling they require. There is, of course, a significant degree of interaction and overlap among the activities within the departments, which allows the Firm to offer all of the advantages available from both generalists and specialized practitioners. Each of our practice groups has the same approach: simple, direct and uncompromising pursuit of solutions and results for our clients.

ALG is also home to a number of its members who are actively engaged in writing and lecturing on a variety of current legal issues sharing their knowledge and experience on bigger platforms.

ALG has gained a reputation of being one of the very competent law firms with expertise in different fields of law. There are only a few elite corporate law firms in India; Abacus Legal Group is one of them and we are proud of our reputation.

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FIRM’S CAPABILITIES

ACQUISITIONS AND MERGERS

Abacus Legal Group has advised and acted for several clients in relation to mergers and acquisitions in general and also acquisition of assets and employees of another company over the past years. On account of our strong client base amongst IT companies where employees are the biggest asset, we have considerable experience in handling transfer of employees from one company to the other along with asset purchase, novation and transfer of other rights such as leasehold rights and service provider contracts. The key to negotiating successfully in relation to mergers and acquisition is knowledge superiority and facts obtained on the target company through conducting appropriate due diligence. Our advice to our clients has been to know as much as one can about the target company. We have over the years advised and assisted our clients in mergers and acquisitions by

Conducting due diligence

Negotiating on behalf of our clients

Drafting and formalizing various agreements such as Asset Purchase Agreements, Employment Agreements, Letter of Intent, Loan agreements, agreement for pledge of Shares, provisions for confidentiality and protection of propriety information, agreements for transfer and protection of Intellectual Property Rights.

Obtaining requisite licenses, permits and approvals from various government authorities like the Reserve Bank of India, Ministry of Finance, Insurance Regulatory Development Authority of India, Department of Company Law Affairs, Ministry of Law and other concerned Ministries.

Bonding and debonding of Premises with the Custom Authorities and advising on reducing the tax liability in relation to the transaction.

Advising on the appropriate legal strategy and completion of the transaction.

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BACKGROUND INVESTIGATIONS

Abacus Legal Group has conducted several background investigations for several of its

clients. The investigations undertaken are tailored to suit the client’s specific requirement

helping them to make informed decisions.

We have undertaken and conducted corporate as well as individual background

investigations, which includes:

Criminal Background Checks

Civil as well as Criminal suits for Individuals as well as for Corporates

Address and Date of Birth verification for individuals

Company Due Diligence including company filings with Ministry of Corporate Affairs,

India

Financial checks which includes evaluation of current Assets and Liabilities of a

company

Online and Social Media Profiling

Corporate Registration Verification with SEBI and other regulatory bodies

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INFORMATION TECHNOLOGY

India as the world knows today has become a hub for foreign corporations and entrepreneurs in various business areas including information technology. Our Firm has advised and assisted its clients who were here to set up their offices in the field of information technology. We have assisted and advised our Clients by:

Setting up 100% wholly owned subsidiaries for companies providing services such as research, technical and software support and development of software for the parent company.

Advising on company formation, due diligence, corporate structuring and company laws, foreign exchange regulations, negotiations and drafting of lease agreements for office premises.

Seeking approvals from various Government Departments including the Registrar of Companies, complying with the norms of Software Technologies Parks of India (STPI) and registering with various authorities.

Drafting of agreements such as between the parent company and the subsidiary, with buy back arrangements, drafting documents related to lease agreements and with architects for renovation of office buildings. Also preparing documentation for part sale of the company assets, along with transfer of employees to another foreign-owned company in India

Participating in negotiations for sale of assets, along with transfer of employees. Providing legal opinion on regulatory frame work governing policy on software technology, advising on Government of India consents and approvals

Strategizing the investments, structuring the transactions to be implemented in India, conducting due diligence on relevant Indian joint venture partners

Advising on various methods of funding available for projects, research on policy changes regarding bandwidth availability, setting up of independent gateway, and advising on policy regulations of the Government of India in relation to the telecom sector and sectoral equity caps.

Advising for providing on-line testing services for various examinations in other countries, including software skill tests in several cities in India. Negotiating contracts and advising on foreign exchange regulations and methods for remittance of fees paid for by students in India to parent company, and advising on foreign exchange regulations, and other regulatory approvals

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Advising clients interested in internet trading and stock broking activities in India. Advising on policies on Non-Banking Finance companies (NBFC’s) and FDI by venture capital undertaking, and conducting of future venture capital activities by the joint venture Company in India.

Advising Clients interested in software training and development including drafting of Distributorship Agreement for practical peripheral products, including advice on third party claims, indemnities, exclusivity and non-circumvention by distributor, and damages payable in India, including liquidated damages under the Indian Contract Act, 1872. Advising on applying for registration of trademarks under the Trade and Merchandise Marks Act, 1958.

Advising Clients on taxation, tax planning, current IT policy of the Government of India and incentives offered by the Government to the IT companies.

Advising Clients, interested in establishing of local Broadcasting Company, about Government of India’s policy on FDI in Cable and Satellite, advising on taxation, establishment of broadcasting companies, corporate structuring and guidelines.

Advising Clients in the Software industry regarding conflict of laws, intellectual property rights and offshore arbitration.

Advising Clients on setting up of a manufacturing, marketing and selling data over voice multiplexers (DOV) and internet service provider (ISP) and other value added network services including negotiation and drafting of transfer of technology agreement, advising on patent rights and other intellectual property rights, confidentiality agreement and joint venture agreement.

Advising foreign Clients on the transfer of technology to a company in India for the manufacture of telecom equipment, including subscriber’s equipment, electrical apparatus for on-line telephony and telegraphy, carrier current line systems, printed circuits, electronic integrated circuits and micro assembly.

Advising Clients on proposed joint venture with an Indian telecom company by way of investment in shares, advice on stock purchase and shareholders agreement with the Indian joint venture partner, including advice on corporate structuring, government approvals and amendment of Articles of Association and advice on various provisions of the Companies Act, 1956, benefits of setting up a company in Mauritius as investment vehicle and related tax aspects.

Advising Indian software development companies on agreement for marketing tie-ups, investor agreement including various employment contracts, loan agreements, indemnities, agreement for purchase, and protection of intellectual

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property rights and provisions for confidentiality and protection of proprietary information.

Advising Indian software development companies with respect to employee retention and performance compensation plan, drafting employment agreements, catering for stock options, deferred compensation plan, drafting of non-compete, non-disclosure provisions, bonds, agreement for consultants and drafting of severance packages agreement for employees.

Advising clients establishing 100% wholly owned subsidiary in India and assisting the clients in getting various permissions and registrations from Department of Telecommunications (DOT), STPI, Excise & Customs Department for Custom Bonding, VSNL for obtaining dedicated international leased lines, various labor welfare legislations (Central and State), and negotiations for lease, employer-employee agreements, drafting of employee service rules and guidebook in accordance with local laws. Further, advising the clients on negotiations and drafting of asset and employee purchase agreement, HR services agreement, Data Privacy Agreement, and subcontracting agreements.

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INFRASTRUCTURE

The Firm is empanelled with India’s leading power transmission company in public sector undertaking, provides legal services to a leading power finance company which gives loans to companies interested in setting up power generation and transmission projects, in assisting and advising the setting up of a large electronic SEZ, setting up of a skiing resort, in collaboration with the State Government, of international standards to cater to tourists from all over the world, advising an international consortium in building a temple township, assisting and advising on development of resorts, hotels, shopping complex and offices, advising telecom sectors on Government policies, advising on bidding for port infrastructure projects, advising subsidiary of a foreign company involved in diamond mining and exploration business and advising cellular phone companies by:

Assisting and advising in the entire documentation, drafting and reviewing of the shareholders agreement, memorandum and articles of association.

Strategizing the investment by structuring the transaction to be implemented, conducting the due diligence on relevant Indian joint venture partners.

Advising on various methods of funding available for projects, research on policy changes in infrastructure sector, advising on policy regulations of the Government of India.

Drafting of Memorandum of Understanding (MOU), reviewing of Supplemental Agreements for development and construction, obligation towards payment of security and share in dividend payment, agreement for development, construction and sale of residential units and condominiums.

Advising on Joint Venture Agreements and other related documentation, including jurisdiction, applicable law and forum for resolution of disputes.

Advising on Technology Transfer Contracts, buy back arrangements and guarantees, tax planning, engagement of foreign technicians, advice on distributorship agreement, New Industrial Policy and Government of India’s approvals.

Advising and negotiating on behalf of the client with investors on a high risk and high gain deal, assisting in extending the validity period of license for another term.

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INSURANCE AND BANKING

Our Firm has provided valuable advice to its clients by:

Acting for nationalized insurance companies in India in relation to claims.

Acting for overseas re-insurer in relation to a claim, reviewing liabilities of lead insurer, in respect of Contractor’s Risks, Third-Party Liability, and Advance Loans Policy. Also advising on the status of settlement negotiations, potential litigation proceedings, jurisdiction and liability in respect of third parties against insurer and re-insurer, including financial institutions relying on payment indications. Reviewing of insurance policy and legal opinion rendered thereto, including, under the Consumer Protection Act, 1986, in relation to claims generally and reviewing of the Insurance Act, 1938 and the insurer’s obligations under The Indian Contract Act, 1872. Advising on the law relating to repudiation of claims by insurer, discharge and rejection of claim and liability of insurer for negligence and deficiency of service.

Advising Clients in respect of negotiations for a life insurance company, negotiating and drafting of Memorandum of Understanding (MOU), Shareholders’ Agreement, due diligence, drafting of Memorandum and Articles of Association, and providing detailed legal advice, in relation to the latest policy, law, rules, regulations, and procedures for establishment of a life insurance company in India, including the procedure for applying and obtaining license from the Insurance Regulatory and Development Authority (IRDA), under the IRDA Act 1999. Advising on the structuring of the proposed joint venture under the Companies Act, 1956, incorporating separate companies for rendering management consultancy and asset management, advising on the Foreign Exchange Management Act (FEMA) 2000, distributorship agreements and exit policy

Advising clients involved in financial services on the law, policy, and procedures for establishment of non-life insurance operations in India, including advising on the IRDA Act, 1999, Malhotra Committee Report on the insurance sector, and general legal advice on the establishment of an insurance company in India.

Advising clients on establishing of insurance services, including brokerage, information technology enabled services, third-party services, particularly in relation to insurance for multi-modal transport operations.

Advising Indian marine surveyors, on a variety of marine insurance claims, limitation of liability and, special drawing rights.

Advising clients for establishment of a company in the insurance service sector, including brokerage, third party services, professional liability insurance, medical insurance, and risk management consultancy.

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Advising and representing banks and financial institutions before the district court, Debt Recovery Tribunal, Debt Recovery Appellate Tribunals, Criminal Courts u/s 138 of the Negotiable Instrument Act.

Advising Clients on taking over of the mortgaged property under Securitisation Act.

INTELLECTUAL PROPERTY

We provide comprehensive services in Intellectual Property matters.

Patents- We advice and assist our Client in:

Preparation of Patent application

Drafting of Patents (claims and specifications)

Having the requisite collaboration with the specialist community even in the advanced field of technology like Chemical Engineering and Pharmaceuticals

Prosecuting the application before the Controller’s office

Employing Patent Agents to follow up the patent application, attend objections and other ancilliary matters up to grant of Patent

Appealing before the Appellate Tribunal if Patent is refused

Handling of suits relating to revocation of Patents

We handle registration of copyrights, trademark, geographical indicators and semi- conductor layout designs. We also have a specialist within the firm to help in registration of plant varieties, we have advised the Indian Council of Agricultural Research in respect of the possibility of patents for their technologies. Firm’s litigation team takes care of all the IPR cases which the clients bring either to fight for or fight against.

LABOUR LAWS

The Firm has advised Clients on various employment related issues with regard to the welfare of labour including conditions of work, provident fund of employees, employees state insurance fund, minimum wages, disputes concerning union employees, social security and insurance, employment and unemployment related issues, invalidity of employees and old age pension, maternity benefits and other medical benefits for the employees and also the Right to Information as per the Act.

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LITIGATION AND DISPUTE RESOLUTION

COMMERCIAL & CONTRACTUAL LAWS:

Armed with an extensive knowledge and a clear understanding of the client targets as well as issues and concerns involved for the contracting parties, our lawyers counsel clients in all aspects of commercial law including contract act, negotiable instruments, sale of goods, partnership, competition, trade laws and issues arising under various contractual arrangements, whether for supply of goods or services. SECURITIES & BANKING LAWS:

Defending and contesting all the bank matters, loan cases, guarantee cases, Indemnity cases, recovery matters, Defending Debt Recovery matters against banks. Matters under the purview of SICA. LABOUR LAWS:

Labour disputes, Industrial Disputes, Retrenchments, Closures, Lockouts, Lay-off, Strikes, Termination, Dismissal, Removal, suspension, domestic enquiries. Factories Registration, Compliance of Factories Act.

Documentation related to compliance of various labour laws, Minimum Wages Act, Payment of Wages Act, Shops and Establishment Act, Bonus Act, Standing Orders Act, Employers State Insurance (ESI) Act, Employees Provident Fund (EPF)Act. SERVICE LAWS:

Matters pertaining to Government employment, Central government employees, State government employees, Local Self government employees, appointments, non- appointments, Public Sector Employees, Autonomous Body Employees, Central Administrative Tribunal(CAT) matters, Transfers, Promotions, Suspension, Domestic Enquiries. Vigilance cases, Anti Corruption cases, Disproportionate Assets cases, Prevention of Corruption Cases.

Various matters related to administration, Governments rules regulations, Government guidelines. Administrative guidelines, interpretation of government rules, regulations, statutes etc.

Challenge to the orders of the Local government, State government, Central Government.

Filing of Writ Petitions. Matters pertaining to Constitutional law, interpretation of the Constitution, various Acts, Statutes, Challenge to various Acts. FAMILY AND GUARDIANSHIP MATTERS:

Adoptions, Family partitions, Successions, Probates, Wills, Gifts, Family Disputes, Family settlements, inheritance. Matrimonial disputes, Divorce, Maintenance, Restitution, Judicial Separations, Permanent Alimony. Guardianship matters, Adoptions, Custody of the minor child, visitation rights, welfare of the child.

All matrimonial disputes of criminal & civil nature involving criminal trial, bails, custody, remand- criminal cases. Anti Dowery Act cases, Crime Against Women Cases.

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ENVIRONMENTAL LAWS:

Matters pertaining to cases related to Environmental Protection Act, Pollution and permit matters related to Environmental Protection in National Environment Appellate Authority and other judicial forums. CYBER LAWS:

Matters related to Cyber crimes, Cyber Laws, Cases related to inter-net , piracy, hacking, Copying, tampering sites, hacking of web space, web sites, copying of web sites, piracy of web sites, misuse of web sites. CONSUMER PROTECTION MATTERS:

Contesting, launching, defending consumer protection matters before the Dist. Consumer forums, State & National Consumer Commission. ELECTRICITY LAWS:

Defending the interest of various GENCOS including the companies having captive power plants, TRANSCOS and DISCOMS. Enriched experience of representing clients and challenging orders of State Electricity Regulatory Commissions (SERCs) qua the Annual Revenue Requirement (ARR) petition, truing up exercise, Multi- Year Tariff (MYT) petition and tariff fixation exercises.

We provide full range of services in pursuing an action before the Appellate Tribunal for Electricity (APTEL) under the Electricity Act, 2003. CRIMINAL MATTERS:

Defending, lodging of criminal cases, cheating, forgery cases. Taking up the cases pertaining to violation of Customs Act, Passport Act, Foreign Exchange Management Act (FEMA), FOREX and other Economic Offences.

Criminal cases pertaining to violation of Copyright Act, Intellectual Property Rights (IPR), Trade Mark, Patent Act, Companies Act, Excise Act etc Bail matters. Criminal Appeals, Criminal Revisions.

Negotiable Instruments Act- Bouncing/ dishonour of cheques, non refund of money. Non fulfillment of the promises, misrepresentations, impersonation, extortion. ARBITRATION:

Our attorneys have significant experience in both international and domestic arbitration, offline and online mediation, and other forms of alternative dispute resolution with ICC, LCIA, ICA etc. Our attorneys have acted as counsels and arbitrators in high stake arbitrations and are well recognized as experts in all areas of general and special practice, including finance, commerce, contractual, building, construction, as well as industry and employment related disputes.

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MARITIME LAW

Our Firm assists and advises our Clients:

On issues pertaining to laytime and demurrage, and conducting litigation proceedings before the Court

On arrest of vessel for non-payment in regard to supply of bunkers, including advice on liability under the Merchant Shipping Act 1958.

On ship finance for feeder vessels and on mortgages under the Merchant Shipping Act, 1958.

On lawsuit for recovery of dues for services provided by freight forwarders and cargo agents.

In respect of marine insurance claim for constructive total loss, contract for sale and on arbitration proceedings.

In respect of container damage caused by negligence.

Representing foreign based charterer of vessels in arbitration with Indian public sector undertaking for laytime and demurrage before the Indian Council of Arbitration.

In respect of claims made against public sector insurance company in India.

On marine insurance, including liability on insurers in relation to sea worthiness of vessels under the Marine Insurance Act, 1963.

In incorporation of joint venture company in India for the purpose of bareboat/demise charter of oil tankers.

Advising ship agents, freight forwarders and cargo agents on liability for deficiency in service under the Consumer Protection Act, 1986

On wrongful delivery of goods, including advice on deviation under the bill of lading, and time limit for filing lawsuits under the Bill of Lading Act, 1856 and Carriage of Goods by Sea Act, 1925.

Advising charterer/brokers in respect of bank guarantee enforced for non-delivery of vessels to Indian public sector undertaking for use in offshore installations.

In respect of liability of ship owners and their agents for delivery of goods without presentation of bill of lading and/or valid bank guarantee.

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On the establishment of a company in India for the purpose of bidding for port infrastructure projects and privatization in India.

Advising on proposed joint venture arrangements for ship breaking in India between Indian company and foreign companies.

On proposed joint venture arrangements for deep-sea fishing in India.

Advising on fishing trawler on liability, including under criminal law, for death of crew members arising due to negligence of owners, and defending actions brought by dependants of crewmembers before the court of law.

Advising Indian public sector undertaking in regard to offshore installation and oil rigs, liability for oil pollution under the Merchant Shipping Act, 1958, advice on Territorial Waters, Customs and Exclusive Economic Zone, including Continental Shelf and the rights and liabilities thereof under the Territorial Waters, Continental Shelf and Maritime Zones Act, 1976, on liability for oil pollution and environment damage.

Advising Indian company on establishment of multi modal transport services in India, under the Multimodal Transportation of Goods Act, 1993, including review of agency agreements and advising on insurance for the same through Transport Clubs.

Advising Clients on the establishment of a joint venture company in India for the purpose of engaging in shipping, including bulk distribution, ships agency, ship owners, freight forwarding, short and deep sea chartering, stevedoring, line operators, barge chartering, warehousing and establishment of inland distribution networks.

On dispute between companies regarding the supply of marine engines, including dispute arising under bill of lading, pre-shipment inspection, applicable law and forum for resolution of disputes including applicability of Sale of Goods Act, 1930 and Code of Civil Procedure 1908.

Advising on bill of lading, Carriage of Goods by Sea Act, 1925 and the Bill of Lading Act, 1856, and exclusion of ship owner’s liability for quarantine restrictions, acts or omissions of shipper and insufficiency of packing. Also advised ship owner on the right of stoppage in transit, including right to claim freight from shipper, and ship owner’s lien for unpaid freight

MINING SECTOR

Assisting in setting up a diamond mining company in India, providing help in seeking mining license from state government as well as the Central Government,

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getting environmental clearances and negotiating equipment contracts and other labour contracts.

POWER

The Firm has helped clients in the Power sector in assisting them in their joint ventures, drafting and vetting of financial and loan documents in setting up of power projects, including generation and transmission.

Advising clients entering into joint ventures, drafting and reviewing of documents relating to Request for Qualifications, Request for Selection, buy-out agreement, transmission service agreement, implementation agreement, participating in the pre bid conferences with the proposed bidders to represent the Firm’s clients.

Advising and assisting clients in reviewing and vetting of the loan documents and financial transaction for setting up a power generation project.

Advising and assisting clients in finalizing consortium agreements with consortium leader and equipment suppliers, fuel supply, power purchase agreements, operation and maintenance contracts, equipment, procurement and construction contracts, advice on incorporation of new company and protection of minority shareholder’s rights, advising on environmental laws, clearances and government approvals.

Advising on arbitration and disputes arising from a contract.

Advising on production sharing contracts and joint operating agreements.

Vetting of contractual/project documents such as PPA and fuel supply agreements.

Vetting of documents relating to financing of a thermal power station on behalf of banking company.

Advising as lenders counsel on various power projects including hydro as well as thermal power project. Carried out intensive due diligence of the borrowers including title search, records of ROC and other statutory records and dealing with banks regarding escrow agreements.

Advising on establishment of a 100% wholly owned subsidiary for technical and management consultancy for infrastructure projects in India.

Advising on the policy, procedure and regulations relating to establishment of combine cycle power projects in India.

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Advising Clients regarding off shore installation and oil rigs, including on liability for oil pollution under the Merchant Shipping Act, 1958, advice on Territorial Waters, Customs and Exclusive Economic Zone, including Continental Shelf and the rights and liabilities thereof under the Territorial Waters, Continental Shelf and Maritime Zones Act, 1976, on liability for oil pollution and environment damage.

REAL ESTATE

The Firm has provided expert advice to its clients such as real estate agents, consultancy firms in the field of research and architecture and to real estate developers by providing services such as:

Identifying land, conducting due diligence of the land and drafting documents related to purchase of the land.

Advising in developing housing and other real estate projects in India by Non-Resident Indians (“NRI’s”) and Overseas Corporate Bodies (“OCB’s”).

Advising for establishing an integrated township having hotels, shopping areas and entertainment centre, finalizing all the agreements related to it.

Advising Clients in the formation of a joint venture company in India under the Companies Act, 1956, securitization of loans, Management and Development Contracts, repatriation of profits and dividends, including escrow account and exit strategy, and tax planning.

Advising Clients interested in development of hotels and resorts, reviewing of Memorandum of Understanding (MOU), Supplemental Agreements for development and construction of integrated business park, and obligation towards payment of security and share in dividend payment, and agreement for development, construction and sale of residential units and condominiums.

Advising Clients investing in India regarding the regulatory approvals of RBI, Company law and international tax planning via a Mauritius company.

Advising and drafting of Construction Agreement for designing, planning and constructing of institutional and office block, detailing the scope of work with a registered society for premises in an institutional area, drafting of Leave and License Agreement, Development Agreement and providing legal opinions thereto.

TAXATION

The Firm provides professional advisory services for direct taxes and indirect taxes. Direct Taxes are Income Tax, which includes details of rates of tax, categories of

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assesses, heads of income, exemptions, deductions, appeals, assessment, settlement of cases, etc. Indirect Tax is customs duties, excise duties, central sales tax (CST), Service Tax, Entry Tax, Value Added Tax.

INCOME TAX We assist individuals, firms, companies on various matters pertaining to Indian Income Tax from tax planning to preparation of Income Tax Returns. Tax Planning includes advises on availing tax exemptions, rebates and relief to minimize tax incidence. We also offer our expert advice to residents as well as non-resident Indians (NRIs), foreign nationals and institutions on tax planning aspects. We also have expertise in transfer pricing solutions on cross border transactions and tax treaties.

CST AND VAT

We advice clients on the applicability and levy of Central Sales Tax and Value Added Tax (VAT). We assist clients in obtaining registrations under CST & VAT and in complying with the statutory obligations.

SERVICE TAX

We advice on the applicability of service tax and on the procedural compliances including registration and filing of requisite forms with the Department. We undertake review of agreements to check the applicability and incidence of tax.

TAX ASSISTANCE

We take a holistic view, combining industry insight with the technical skills of financial and tax professionals, economists, lawyers and our other in-house resources as necessary, to develop comprehensive integrated solutions. Our tax services include:

Getting yourself registered with Income Tax Authorities i.e. getting Permanent Account Number (PAN)

Filing of Income Tax Returns E-filing of TDS Returns Consultancy on Income Tax Matters Consultancy on Tax Planning & Savings Consultancy on Double Taxation. Consultancy on International Taxation Global compliance services

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GENERAL CAPABILITY STATEMENT

Setting up of a shipping company in Southern part of India to have trade relations with various countries specially Sri Lanka.

Advising Indian exporter of garments for recovery of outstanding dues from overseas buyers including coordinating litigation with lawyers abroad.

Advising clients seeking to enter into joint venture, technology transfer, distributorship, trade mark and license agreement. Assisting in negotiations and drafting of agreements including Articles and Memorandum of Association of the joint venture company, advising on corporate structuring, foreign exchange regulations, import-export policy, advice on government regulations, licensing and obtaining of foreign investment approvals, protection of intellectual property rights including patent and trademarks.

Advising clients for protection of intellectual property rights in India including trademark, patent, design, and copyright.

Advising clients entering into distributorship agreement.

Advising clients entering into joint venture and technology transfer with Indian company for electronic security systems.

Assisting and advising clients in drafting agreements for research, consultancy and investment appraisal, including agreement for equity and debt financing.

Representing a client in anti-dumping proceedings before Ministry of Commerce, Government of India.

Advising and representing clients in litigation matters before the Delhi High Court for recovery of loans, including obtaining injunction restraining the defendant from alienating their assets, and execution of decree favouring the client

Acting for a client in respect of infringement of trademark arising out of technology transfer contract, including infringement and passing off the Clients trademark, obtaining injunction from the High Court restraining the defendant from further violating, infringing and passing of the Client’s trademark and misusing the same in any manner whatsoever, declaring the cessation of contractual relationship between client and the defendant, including publication of public apology in major newspapers in India.

Advised and represented Clients in regard to economic offences such as FEMA, Customs and Excise.

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