your trusted lawyers · 2018. 5. 16. · profile presentation chambers of rajan & indraneel •...

Your Trusted Lawyers

PROFILE PRESENTATION

Chambers of Rajan & Indraneel

• A Premier Full Service Indian Law Firm headquartered in the Capital of India.

• The Firm is an amalgamation of vast experience and practices of two eminent lawyers.

• Indranil Ghosh is highly reputed as disputes lawyer. He was a senior partner and head of

litigation practice in one of the oldest and largest Indian law firms for several decades before

setting up his own practice.

• Rajan D Gupta is a rank holder Chartered Accountant turned Corporate Lawyer who has been

associated with internationally renowned big law firms in the past and has held senior

positions in firms like PWC, Fox Mandal, Khaitan & Co., SRGR Law, etc. before starting the

Firm.

• The Firm has a team of experienced Lawyers, Chartered Accountants and Companies

Secretaries and also has access to network of high quality experienced lawyers in all major

commercial cities of India.

• Multidisciplinary specialization in diverse areas of commercial laws and taxation.

• Specialization in advising and representing large foreign and domestic corporations with

diverse business interests in India.

• In-house Japan Business Desk leaves no barriers as to linguistic and cultural differences.

• Thus, well placed to service the requirements of its clients across India in all fields of law as

well as adequately equipped to handle cross-border transactions.

• Firm’s legal newsletter, LexCognito, which in Latin means 'awareness about law', seeks to

provide an insight into significant legal and regulatory developments in India.

• Round-the-clock availability of senior members.

• Excellence - Timeliness - Accuracy - Completeness.

• Business Solution Oriented Holistic Legal Advice.

The Law

Firm

Our Leaders Indranil Ghosh

Partner – Dispute Resolution & Litigation

•Enrolled with Indian Bar since 1989.

•Member of Supreme Court Bar Association and Delhi High Court Bar Association and also holds Lifetime membership of Indian Council of Arbitration.

•Highly reputed as disputes lawyer and has been nominated and recognized as such several times. He also won the Queen’s Award and received Scroll of Honour in 2009 from International Council of Jurists & others.

Rajan D Gupta

Partner – Corporate/M&A and Taxation

•A Rank Holder Chartered Accountant turned Corporate Lawyer.

•Also a qualified Insolvency Resolution expert.

•Also heads Insolvency & Restructuring & tax Litigation Practice Areas.

•Advised Ministry of Corporate Affairs for reforms in Indian corporate insolvency/bankruptcy and security enforcement laws.

OUR VISION

To be a premier Indian law firm commanding trust, respect and everlasting professional

relationship from clients globally.

OUR MISSION

To provide effective and innovative legal solutions to our clients in a time bound manner adhering

to internationally acceptable standards of quality.

OUR VALUES

To attain professional excellence.

To always act with fairness, integrity, ethics, diligence and social responsibility.

To have passion to resolve clients’ problems and exceed clients’ expectations.

RECENT ASSIGNMENTS

• Advised European Brewery Company on strategic issues pertaining to settlement of an on-going dispute with one of its vendor.

• Regularly advising Indian Group owning Aviation & Travel Businesses on various tax issues.

• Regularly advising Japanese Telecommunication Company on various issues related to information technology, telecom sector and providing assistance for drafting/vetting of commercial contracts.

• Regularly advising a Turkish Company engaged in Electromechanical Control Systems on legal issues pertaining to its projects in India and assisting them in resolving dispute with its Indian joint venture partner.

• Advising a clinical Ocularist & Facial Prosthetist for a proposed Collaboration Agreement with one of the premier eye institute for joint exploitation of his patentable invention.

Core

Pra

ctic

e A

reas

Corporate, Commercial and Contracts.

Mergers and Acquisitions.

Insolvency & Restructuring.

Private Equity, Venture Capital & Funds.

Employment Laws and Industrial Relations.

Infrastructure (Power, Highway, Road, Railways, etc.), Energy & Projects.

Project Finance & Banking Laws.

Real Estate and Construction.

Competition Law & Anti-Trust.

International Trade Laws & WTO

Anti-bribery Laws.

Intellectual Property & Information Technology.

Taxation

Litigation (White Collar Crimes/Dispute Resolution/Arbitration/Mediation)

• Legal Solutions & Advice

• Advisory: legal and regulatory aspects of investing and doing business in India and devising entry strategy. Business Transactions Structures to ensure they conform to tax and regulatory framework. Real Estate Issues, title check, drafting of agreements for acquisition/lease of land / office/ building.

• Approvals: Obtaining approvals from Government & relevant authorities.

• Incorporation: Incorporation/setting up suitable entity like Company, LLP, Branch / Project Office / Liaison / Representative Office, etc.

• Documentation: Drafting and negotiation of documents like shareholders agreement, JV Agreement, collaboration agreement, technology transfer agreement, IPR License/Assignment Agreement, etc.

• Compliance: Undertaking legal and regulatory compliances.

• Drafting and negotiation of critical commercial contracts

• EPC Contracts and Construction Contracts, Project Management Contracts, Project Development Contracts, Project Finance Documents,

• Master Services Agreements, Software Development Agreements, Technology Agreement and other Software Agreements like End-User Agreement, Disclaimers,

• Contract Manufacturing, Distribution Agreement, Franchise Agreement, Labour & Employment Agreements, etc.

Corporate, Commercial & Contracts


• Advisory: Advice to clients on all legal and regulatory aspects of Joint Venture and M&A.

• Due Diligences: Conducting comprehensive legal due-diligences covering all the legal and regulatory aspects.

• Risk identification, analysis and mitigation: Devising risk mitigation strategy based on observations post due-diligence.

• Structure: Structuring of Transactions conforming to tax, legal and regulatory framework.

• Approvals: Obtaining approvals from Government & relevant authorities.

• Documentation: Preparation & negotiation of JV Agreements, Share Purchase/Share Subscription & Shareholders Agreements, CCD Subscription Agreements, Escrow Agreements, Collaboration Agreements, , Business Transfer Agreement, Asset Purchase Agreement, Technology Transfer, etc.

• Closing: Execution and completion of the Transaction.

• Transaction Taxes and Stamp Duty implications.

• Merger Petition: Drafting of Merger petition and obtaining Court sanction with regard to amalgamations/de-mergers.

• Takeover Code: Advice on SEBI Takeover Code – investing in/acquiring listed companies.

• Post closing actions, management and operational support.

Mergers & Acquisitions

• Dealing with restructuring of debts and securities and insolvency has become very challenging with the enactment of the Insolvency & Bankruptcy Code.

• We have a team of qualified Insolvency Resolution Professionals, Company Secretaries, Chartered Accountants and Lawyers who are equipped to handle any kind of complex insolvency and restructuring matters.

• Our experienced team specializes in handling complex cases involving companies with distressed assets both from legal and business side in an effective manner.

• Core Practice Areas

• Strategic advice to corporate debtors considering tax, legal and regulatory framework for restructuring of debts and securities and handling insolvency.

• Strategic advice to creditors (operational/financial) and other stakeholders in respect of recovery of debts and resolution process.

• Professional Services as Insolvency Resolution Professional during the resolution process in order to resolve insolvency by maximization of assets.

• Representation services for clients before NCLT/NCLAT/Supreme Court.

Insolvency & Restructuring

• Our Private Equity Practice Counsels and assists in the entire spectrum including structuring and making equity investments, negotiating bridge and debt financing for portfolio investments and disposing of the investments through private and public offers for sale.

• Our services ranges from fund formation to structuring and documenting complex deals.

• We represent private equity players in their formation and fundi raising activities as well as with all phases of venture investment activities.


• Conducting legal due diligence in context of disclosure required to be made under the Prospectus, Information Memorandum, Listing Circular, etc.

• Assisting Issuer company to comply with all listing requirements (including overseas in case of ADR/GDR/FCCB/Euro Notes.

• Advising clients on issues relating to the raising of debt/issuance of equity/equity linked instruments including the Indian regulatory approvals required.

Private Equity, Venture Capital & Funds

• Our team of lawyers and other professionals have extensive experience in advising international clients in handling labour and employment matters related to their Indian business and have served various MNC clients.


• Preparation of Work Regulations / H.R. Manual / Staff Handbook / Standing Orders.

• Conducting Labour Compliance Audit (details on next slide).

• Preparation of Employees Code of Conduct, Sexual Harassment Policy, etc.

• Advice on social security and insurance benefits.

• Advice of severance and retrenchment laws.

• Documentation including employment contracts, Retainership agreements, termination letter, probation clauses, non-disclosure agreements, confidentiality agreements, Secondment agreements, etc.

• Contract labour and regulations.

• Trade Union Laws & related activities.

• Workplace accident and fatal accident compensation law.

• Factories Law.

• Environmental Laws.

Employment Laws & Industrial Relations

Labour Compliance Audit

Why Labour Audit

Complex & Multiple Laws

Strict Government implementation

Huge penalties & criminal proceedings

Corporate Governance & Social Responsibility

Methodology

Detailed Audit Checklist

(Exchange of checklist & preparation before audit)

Confirmation of Audit Dates

Audit process

(involving physical visit)

Report

Non-compliance Report

(reported based on criticality)

Critical

(endangering existence of company)

Serious

(involving heavy penalties & criminal proceedings)

Minor

(with mild fines/warnings)

Technical

(involving technical errors)

• Clients & Sectors

• Advice to owners, developers, investors, lenders, contractors, etc. on tax, legal and regulatory aspects for projects in sectors like Power, Highway, Road, Railway, Airports, etc.

• We provide advice and legal solutions from pre-qualification stage to bidding and from the tender process to final execution of the project documents.


• Advice on structuring of project company, tax structures, advice on tax, legal, regulatory and transactional issues at all stages from project conception and execution.

• Due diligence of project contracts and preparing and negotiating project documentation for stakeholders.

• Advice on preparation and negotiation of concession agreements, bid documents, bidding, project finance documents, securitization, tender, EPC contracts, construction JV agreements, etc.

• Advice to financiers of the project, preparation and negotiation of financing documentation, inter-creditor arrangements and trust and retention documentation.

Infrastructure, Energy & Projects

• Real estate deals are becoming more complex with the introduction of the Real Estate (Registration & Development) Act, 2017 which seeks to enforce transparency and accountability in the sector. We assist in the registration process, development and planning of projects and construction, risk identification and appraisal, liaisoning with regulators and Government authorities, etc.

• We provide comprehensive services in all aspects of property and real estate transactions including title due-diligence, sale-purchase, leasing, license, lease back arrangements, construction-development, mortgage and litigation in respect of industrial, commercial and residential property.

• Preparation of complex title documents, overseeing registration of documents with the Registrar of Assurances, mutation and related matters.

• Real Estate practice areas

• Entry Level Strategy Planning, Location & Site Analysis and Title Due-diligence, Legal Risk Identification & Mitigation, Finance and Re-finance, Auctioning/Bidding for deals, Representation & Liaisoning with Government Authorities, Tax Structuring and Planning, Transactional Compliance, JV and Joint Developments, Real Estate Legal Advisory & Litigation.

Real Estate & Construction

• Project Finance

• Legal advisory to project financiers and developers of projects.

• Preparation and negotiation of financing documentation, inter creditor arrangements, trust and retention documents.

• Conducting due-diligence on the security assets & projects contracts, and preparing and negotiating securitization and project financing documentation.

• Banking

• Advice on all types of commercial, financial and other banking transactions, including negotiations, loan agreements and other documentations.

• Litigation support for recovery of debts due to banks and financial institutions.

• We also assist in negotiating and settling the outstanding dues to the banks and institutions, execution of the settlement agreement and closing assistance.

Project Finance & Banking Laws

• Competition Law requires companies to conduct its business in legal and ethical manner and compete in a fair and transparent manner.

• We have vast experience in all aspects of competition law matters. Our team is assisted by in-house experts from M&A, corporate compliance and litigation team.

• Firm represents both companies and senior executives under investigation by national and transnational authorities such as Competition Commission of India and other governing bodies focused on trade restrictions, unfair competition and antitrust.


• Advice on pragmatic compliance policies, risk management strategies, crisis management and litigation exposure.

• Devising comprehensive competition law policy for building systems in identifying risks of violation and taking timely corrective measures with assistance in ensuring its effective implementation through employee training primers, case studies and presentations.

• Advice on international trade matters and on issues relating to cartels and behavioral investigations by the governing authorities.

Competition Law & Anti-Trust

• Government actions increasingly affect companies involved in the global trade of goods and services. International trade and investment compliance rules can result in the imposition of onerous restrictions on businesses.

• Violations can lead to substantial risks, including fines, penalties, loss of business, reputational harm, and a variety of associated costs which can be difficult to quantify.


• We have a specialized practice handling WTO, International Trade and Antidumping matters in India as well as assisting in these matters overseas.

• The Firm has retained top experts in this field as Off-Counsels, and in association with them, has been handling numerous antidumping petitions, at the Directorate of Anti-Dumping, Tribunal, High Courts and Supreme Court levels, both for domestic industry as well as for exporters/importers.

• We also provide in-house specialized economic analysis and accounting expertise needed for antidumping matters.

International Trade Laws and WTO

• Anti-bribery Laws requires companies to conduct its business in an honest and ethical manner.

• We have vast experience in all aspects of anti-corruption matters. Our team is assisted by in-house experts from due-diligence, corporate compliance and litigation team.

• Firm represents both companies and senior executives under investigation by national and transnational authorities and other governing bodies.


• Advice on pragmatic compliance policies, risk management strategies, crisis management and litigation exposure.

• Devising comprehensive anti-bribery law policy for building systems in identifying risks of violation and taking timely corrective measures with assistance in ensuring its effective implementation through employee training primers, case studies and presentations.

• Advice on issues relating to corruption related investigations by the governing authorities.

Anti-bribery Laws


• Intellectual Property (IP) - advice, licenses, protection, registration, compliances and enforcement.

• Registration of IP and License/Assignment, IP Audits, IP Due Diligence- evaluation and management of intellectual property assets in acquisitions, mergers, financings, asset purchases, bankruptcies, technology transfer agreements, collaboration contracts, E-commerce agreements, franchising and co-existence agreements, Non Disclosure and Non Compete Agreements, Merchandising Agreements.

• Prior art, FTO, Infringement analysis and patentability search.

• Drafting of Patent Specification (Provisional, Complete and PCT) and filing a Patent Application or Convention Application.

• Reporting of official objections and requirements after examination.

• Submission of response to official objections and requirements after examination.

• Attending personal hearing, appeals and recourses before the Patent Office, or any other Government Authorities.

• Opinions/Concepts in Patent matter / Follow up at patent office.

Intellectual Property & Information Technology

• In the ever-changing economic environment, tax regimes similarly evolve. Today, governmental efforts to increase or maintain tax revenue levels pose new and difficult challenges for tax planning and dispute resolution.

• Our Tax Practice effectively addresses disputes under both direct and indirect taxes nationally. We represent clients at all stages from assessments to administrative and appellate remedies to resolve disputes.

• Our tax litigation practice draws effective synergies out of cutting edge combination of court craft of counsels and tax planning and advisory skills of seasoned tax advisors. The Firm gets involved with clients from proactive planning and compliance stages and assists till dispute resolution stage.

• Our Firm’s in-house tax counsels and chartered accountants have rich experience in handling national and multinational clients, their international structuring of transactions, their transfer pricing policies and documentation, their connected assessments and dispute resolution.

• Tax efficiency, risk reduction, avoidance of tax controversy, and the successful resolution of an unavoidable dispute are goals that can best be met where the tax team possesses strong national and cross-border experience. We effectively and efficiently partner with our clients to meet these goals.

Taxation

• Litigation is a very complex and time taking process in India demanding patience and robust strategic approach.

• CRI is handling litigation matters throughout India including the Supreme Court of India and various High Courts. Our Lawyers are members of Supreme Court Bar Association, High Court Bar Association as well as other Associations of Bars.

• Our litigation team is adept in effectively handling Civil Litigation including recovery cases, Corporate Litigation, and Criminal Litigation.


• Analyzing the prospects of litigating a matter.

• Strategy formation – course of litigation.

• Assistance in negotiation and settlement with the disputing party.

• Assistance in mediation, conciliation and arbitration (domestic as well as international) proceedings.

• Drafting of legal notices, plaints, applications, counter applications, written submissions and other related documentation in relation to a matter.

• Appearances before the courts, commissions, tribunals, other adjudicatory authorities including tax tribunals.

• Conferences and briefing with Senior Counsels.

Litigation

(White Collar Crimes/

Dispute Resolution/Arbitration/Mediation)

Chambers of Rajan & Indraneel T: +91 11 41000224, 41030225| Fax:+91 11 29239074 E-mail: [email protected] N 103 Greater Kailash - I, New Delhi - 110048, India

Thank You

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