India Business Law Journal (1).pdf

India Business Law JournalYour partner in legal intelligence

www.indilaw.com

Criminalizing civil disputesComplying with biodiversity rules

Grappling with the regulation of bitcoinsPlus: Essential directory of 50+ Indian law firms

July/August 2015Volume 9, Issue 2

Nestlé’s noodle nightmareMaggi fiasco rings alarms over regulatory ambiguity

Contents

India Business Law Journal 1July/August 2015

3 LeaderMaking sense of the state of play

4 Inbox

5 Market pulse

Altacit Global opens in Cochin

JSA hires Chennai partner from HSB

Delegation to US holds diverse talks

Patodia shifts gear and stays with Dua

9 The wrapDeal digest: page 9

Business law digest: page 11

Dispute digest: page 18

21 Cover storyNestlé’s noodle nightmare

27 Spotlight?Embracing biodiversity

30 Vantage pointCriminalizing civil disputesQuestionable litigation strategies are tearing at

the fabric of India’s justice delivery apparatus,

argues PM Devaiah of Everstone Capital

31 What’s the deal? A bit of bother

37 Intelligence reportIndia Business Law DirectoryDirectory of more than 50 Indian law firms

plus in-depth analysis of the state of

play in the country’s legal market

15

The fiasco over the safety of Maggi noodles gives rise to concerns about regulatory ambiguity, process and power

Embracing biodiversity

Regulations to protect biodiversity need clarification to ensure compliance and

maintain the pace of research

27

31

21

79 Correspondents Expert advice from India Business Law Journal’s correspondent law firms

79 Banking & finance

Economic Laws Practice

80 Dispute resolution

Bharucha & Partners

81 Foreign direct investment

Luthra & Luthra

82 Intellectual property

Saikrishna & Associates

83 International trade


85 Media & entertainment

LexOrbis

86 Mergers & acquisitions

Shardul Amarchand Mangaldas & Co

87 Middle East-India trade & investment

Afridi & Angell

89 Outbound investments & joint ventures

India Law Offices

90 Regulatory developments

Phoenix Legal

91 Smart cities

HSA Advocates

92 Taxation & transfer pricing


A bit of bother

India needs to get to grips with the

regulation of bitcoins

Nestlé’s noodle

nightmare

India Business Law Directory: page 37

Editorial board

India Business Law Journal2 July/August 2015

Alfridi & Angell•

Bharucha & Partners•

Economic Laws Practice•

HSA Advocates•

India Law Offices•

Luthra & Luthra•

LexOrbis•

Phoenix Legal•

Saikrishna & Associates•

Shardul Amarchand Mangaldas & Co•

Torys•

Trilegal•

India Business Law Journal

July/August 2015

Volume 9, Issue 2

ISSN: 1994-5841

Contact usEditorial

Email: [email protected]: +852 3622 2673

Subscriptions & customer serviceEmail: [email protected]

Telephone: +852 3622 2623Fax: +852 3006 5377

www.indilaw.com

Editor

Vandana Chatlani

Deputy editor

Rebecca Abraham

Sub-editor

Simmie Magid

Contributors

Dev Bajpai

Sanjit Kaur Batra

PM Devaiah

Chetan Tripathy

Roochi Tripathy

Production editor

Pun Tak Shu

Head of marketing

Anita Fung

Associate publisher

Tina Tucker

Publisher

James Burden

Printed in Hong Kong

Vantage Asia Publishing Limited

21/F Gold Shine Tower346-348 Queen’s Road Central

Hong KongTelephone: +852 3622 2673

Fax: +852 3006 5377Email: [email protected]

www.vantageasia.com

DirectorsJames Burden, Kelley Fong

Disclaimer & conditions of sale

Vantage Asia Publishing Limited retains the copyright of all material published in this magazine. No part of this magazine may be reproduced or stored in a retrieval system without the prior written permission of the publisher. The views expressed in this magazine do not necessarily reflect the views of the publisher, its staff or members of the editorial board. The material in this magazine is not offered as advice and no liability is assumed in relation thereto. The publisher, staff and all other contributors to India Business Law Journal disclaim any liability for the consequences of any action taken or not taken as a result of any material published in this magazine.

© Vantage Asia Publishing Ltd, 2015

Vijaya SampathSenior partner

Lakshmikumaran & Sridharan

Pravin AnandManaging PartnerAnand and Anand

Ashok SharmaFounder PresidentIndian Corporate

Counsel Association

Amit Anant MoghayGeneral Counsel

HSBC

Amarjit SinghManaging Partner

Amarjit & Associates

Mysore R PrasannaIndependent Consultant

Pallavi ShroffManaging Partner

Shardul Amarchand Mangaldas

Premnath RaiFounding PartnerPRA Law Offices

Shardul ThackerPartner

Mulla & Mulla & Craigie Blunt & Caroe

Shruti Dvivedi SodhiChief Compliance

OfficerAircel

Debolina PartapGeneral Counsel

Wockhardt

Shamnad BasheerFounder SpicyIP

Lalit BhasinManaging Partner

Bhasin & Co

Himavat ChaudhuriChief Legal

& Regulatory Affairs Officer

Tata Sky

Sumes DewanManaging Partner

Lex Favios

Fali S NarimanSenior Counsel

PM DevaiahPartner & General

CounselEverstone Capital

Advisors

Girish GokhaleSenior Litigation

ConsultantDSK Legal

Badrinath DurvasulaVice President & Legal

HeadLarsen & Toubro

Manik KaranjawalaPartner

Karanjawala & Co

Jagannadham Thunuguntla

Strategist & Head of Research

SMC Global Securities

Sanjit Kaur BatraSenior Counsel & Legal Manager

(South Asia)Dupont

Sunil SethSenior PartnerSeth Dua & Associates

Correspondent law firms

Subscription information

India Business Law Journal is published 10 times a year and has a subscription price of US$790 for one year or US$1,264 for two years. Subscribe now to arm your organization with the best in legal intelligence.

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[email protected] +852 3622 2623 www.indilaw.com

S RamaswamyPresident

Indian Corporate Counsel Association

Leader

India Business Law Journal 3

Opinion

July/August 2015

Are we witnessing the emergence of green shoots of growth, or is it just wishful thinking?

W hile recent reports that an economic turnaround may be in the offing are welcome, the structural weaknesses that plague India make it a challenge

to talk up the country’s immediate prospects. Yet there is no denying the promise and potential of India. Even as companies within the country grapple with its often com-plex and opaque legislative and regulatory framework, those that are not yet in India look on with interest.

If India is to see the kind of investment that it requires, investors, both within India and out-side, need assurances that the country can deal with the problems that dog it. This will require well designed and targeted policies backed by principled intentions. Delivering growth that can be sustained and which transforms the status quo will require more than sound bites. Is this too tall an order for India?

This issue’s Cover story (page 21) analyses recent events at Nestlé India surrounding the much-publicized recall and destruction of its Maggi brand noodles. While a recent Bombay High Court decision to lift the ban on the noodles has given Nestlé hope for an end to its troubles, the saga is a poign-ant reminder of the inherent risks of doing business in India.

For as Nestlé has discovered to its peril, a lack of clarity in regulations often means that companies are left playing a guessing game. “People were waiting indefinitely, they had arbitrary rejections, and people went to court,” says Lira Goswami, a partner at Associated Law Advisors, describ-ing the situation after May 2013, when India’s food regulator suddenly put in place a regime that required prior approval of products that caught many companies off guard.

In Embracing biodiversity (page 27) we turn the spotlight on regulations for the preservation of biodiversity – another area in which ambiguities in the rules make compliance extremely challenging. Regulators have recently been exer-cising their powers under the Biological Diversity Act, 2002, which states that companies need their nod before access-ing India’s biological resources and associated knowledge. But as we highlight, this is another area where a lot more clarity is required. Companies have been issued notices for non-compliance with the law and it is only a matter of time before the courts will be asked to resolve disputes trig-gered by inadequacies in legislation and regulations, rather than instances of negligence or ill intent.

The courts in India are well known for their excruciating delays. A further problem is that parties involved in civil dis-putes are painting complaints in the commercial arena as

acts of criminality, and thereby invoking the jurisdiction of criminal courts. Writing in this issue’s Vantage point (page 30) PM Devaiah of Everstone Capital argues that question-able litigation strategies such as these – without either the courts or the law enforcement agencies putting a stop to it – are tearing at the fabric of India’s justice delivery system.

Stating that such attempts are in fact “a coercive meas-ure to blackmail and extract relief”, Devaiah says that to create a favourable investment climate, the focus needs to be on creating a reliable and predictable environment, anchored by the rule of law. “Any complacency in finding a cure for the plague of witch-hunts that are currently being carried out within the justice system will undermine the robustness of the rule of law in India.”

This issue’s What’s the deal? (page 31) provides an in-depth analysis of cryptocurrencies such as bit-

coin, and the need for India to regulate them. Looking at the how regulators in Singapore and the US have formulated know-your-customer and anti-money laundering guidelines for bitcoin busi-nesses, our coverage explores appropri-ate regulatory and taxation policies for India. Like any emerging technology, cryptocurrencies require the support of all stakeholders, including governments around the world, and it is important to evaluate them holistically rather than providing knee-jerk reactions based on incomplete empirical data. Bitcoin presents an excellent opportunity to promote financial inclusiveness, which will be vital for the transformation of India.

It is against this backdrop that India Business Law Journal presents its eighth annual edition of our India Business Law Directory (page 37), which we

believe is the most extensive directory of Indian law firms available. As in previous years, the directory is accompa-nied by in-depth editorial analysis of the state of play in India’s legal market.

This is a critical time for Indian law firms. After years of controversy, the country is finally poised to lower the barri-ers preventing the entry of foreign law firms, a move that will inevitably throw up new challenges for domestic players. Add to this the fact that Indian firms – both large and small – are experiencing difficulties as a result of the seismic shift in the market triggered by the split of India’s largest firm, Amarchand Mangaldas (see India Business Law Journal, June 2015), and on account of a steep decline in legal fees. “There is a price war out in the market,” says Rohan Shah, managing partner of Economic Laws Practice.

Lower fees will no doubt be welcomed by clients, who have slowly been gaining the upper hand in their relation-ships with law firms. But what of the long-term health of the market? With the fortunes of India’s law firms inextricably tied to that of their corporate clients, a lot will depend on whether India’s much-hyped green shoots of growth have deep roots, and if indeed they are real. g

India Business Law JournalYour partner in legal intelligence

www.indilaw.com

Criminalizing civil disputesComplying with biodiversity rules

Grappling with the regulation of bitcoinsPlus: Essential directory of 50+ Indian law firms

July/August 2015Volume 9, Issue 2

Nestlé’s noodle nightmareMaggi fiasco rings alarms over regulatory ambiguity

Making sense of the state of play

Inbox Letters to the editor


A recent development

Dear Editor,

As your readers will know, com-panies, even though they are ficti-tious legal persons, can be held to be criminally liable. Under common law, a corporation is liable for the actions of its employees whenever they act within the scope of their employment and at least in part to benefit the corporation.

The doctrine of attribution is usually invoked to ascertain the identity of individuals within a company whose mental element will be considered as that of the company for the purpose of finding criminal liability if they are not the directing mind or will of the company. Attributing criminal liability to a corporation involves looking at the constitutional allocation of power and responsibility under its articles of association, board resolutions, share-holders’ resolutions and other binding decisions of shareholders. The acts of any employee trusted with decision-making may be attributed to the guilty mind of the company.

The issue of corporate criminal responsibility has been hotly debated in India, where the high courts were not in favour of declaring corpora-tions liable for criminal offences before Iridium Indian Telecom Ltd v Motorola Inc (2011). In this case the Supreme Court held that the if degree of control is so intense that a corporation may be said to think and act through its alter ego, i.e. a person or body of persons who are in control, mens rea of the alter ego is attributable to the corporation. The court further held that the doctrine of attribution was applicable not only for acts committed by the directors of the company, but also for acts committed by the company through its promot-ers, who are controlling the affairs of the company.

The Supreme Court recently came out with a peculiar decision in terms of the applicability of doctrine of attri-bution. In Sunil Bharti Mittal v Central Bureau of Investigation and Others, the court held that the principle of alter ego can only be applied to make a company liable for an act committed by a person or group of persons who control the affairs of the company, as they represent the alter ego of the company.

This doctrine cannot be used in reverse to make the directors of the company liable for an offence com-mitted by the company. Holding that it “is the cardinal principle of criminal jurisprudence that there is no vicari-ous liability unless the statute specifi-cally provides so”, the court said that

vicarious liability of directors can-not be imputed automatically when a company is the offender.

Anjuli MarwahBBA (Hons), LLB (Hons)

National Law University OdishaCuttack

Corporate Criminal liability

Balance and equity

Dear Editor,

I read with interest the June 2015 issue of India Business Law Journal. The cover story, Clash of the titans, which explored the repercussions of the break-up of Amarchand Mangaldas and the set up of separate law firms by brothers Shardul and Cyril Shroff. I think the story pro-vides wonderful coverage of the practical realities and challenges facing the legal profession. The mantra is clear: “Get me the thrills and challenges at work and of course the exciting money”.

I was comparing your analysis with another publication, which also covered the break-up, however, it was extremely tilted in favour of Shardul Shroff. I feel that as a journalist covering such a sensi-tive subject, one needs to have balance and equity in reporting (unless of course you have an inherent prejudice or bias).

Needless to say, India Business Law Journal is in a class apart from many of

its competitors in India. Hats off to you and your able team for this. It makes enjoyable reading every month.

One suggestion is to try and include more articles from senior corporate counsel on various issues and you will get an altogether different angle.

I was chatting with some of my friends at a prestigious law firm and learned that there is rampant and ruthless com-petition among some India-based law journals to organize legal awards func-tions and seek sponsorships from cor-porates. Of course there is a quid pro quo and this is what is upsetting.

India Business Law Journal is a very balanced journal, but I sincerely hope it does not become fertile ground for intra-firm competition in the form of write-ups and self-marketing. I am confident that given its prestigious publishers and able writers like yourself, the journal would never fall into this trap.

Best wishes for next month’s issue.

Amit VyasVice-President, Legal

MahycoMumbai

Opinions? Observations?

Feedback?We want to hear from you.

India Business Law Journal welcomes your letters. Please write to the editor at [email protected].

Letters may be edited for style, readability and length, but not for substance.

Due to the quantity of letters we receive, it is not always possible to publish all of them.

legal market


Market pulse

July/August 2015

S hiraz Patodia, a partner and litigator with Dua Associates, has chosen to stay with her firm

and turn down an offer to join Shardul Amarchand Mangaldas & Co (SAM).

Patodia was to become SAM’s dep-uty head of dispute resolution and would also have sat on its independent management committee.

SAM’s executive director, Shardul Shroff, did not respond to India Business Law Journal’s request for a comment on this development.

Both Patodia and Dua Associates’ managing partner Ranji Dua spoke to India Business Law Journal in June, confirming the former’s departure from the firm. Patodia said she had consid-ered her options carefully and thought SAM offered “a great future of self-growth … not just for myself, but also for my team, which is very young”.

Dua told India Business Law Journal he believed both SAM and Cyri l Amarchand Mangaldas – started by brothers Shardul and Cyril Shroff after the split of their former firm, Amarchand Mangaldas – had offered “exorbitantly high remuneration packages … in order to attract lawyers from other firms”, and that this had led to prominent firms “losing independent-minded partners”.

Following Patodia’s decision to stay in her current role, Dua said: “We respect

and welcome Shiraz and her team’s decision to continue with the firm. It reinforces the sound basis of the firm’s value system and [the encouragement it gives] its professionals to grow their respective practices in an atmosphere of responsible freedom. Given the cur-rent disruptions in the legal market

we consider it an opportunity to con-solidate and grow with carefully chosen like-minded professionals.”

Pa tod ia was unava i l ab le fo r comment.

In July, Kunal Mehra left SAM to join Dua Associates as a partner in its cor-porate and M&A practice in Gurgaon.

Patodia shifts gear and stays with Dua

CAM bags banking veteran Bagga

Cyril Amarchand Mangaldas (CAM) has appointed Pradeep Kumar Bagga as a senior consultant in New Delhi. He will provide advice and guidance on general policy and regulations, includ-ing assisting CAM with practice area development initiatives.

Bagga has almost 40 years of experi-ence in the financial sector, including more than 30 years with State Bank of India (SBI). Most recently he worked as an officer on special duty with the Department of Economic Affairs (DEA) of India’s Ministry of Finance (MoF), dealing with capital markets and for-eign investment matters.

While at SBI, Bagga focused on corporate credit, project finance, risk assessment and international finance. At the DEA he helped formulate the DEA-MoF view on debt and equity, external commercial borrowings, for-eign direct investment and foreign institutional investment flows. He also helped shape the MoF’s view on cabi-net notes relating to the Ministry of Overseas Indian Affairs, Department of Industrial Policy and Promotion, Department of Public Enterprises and Department of Heavy Industry.

In addition, he contributed to the development of the Financial Stability and Development Council and the setting up of the Financial Sector Legislative Reforms Commission.

Bagga said he was “very happy to be associated with India’s leading law firm” and looking forward to sharing his knowledge and experience with clients.

CAM founder and managing partner Cyril Shroff said he was pleased to welcome Bagga to the team. “Foreign investments and banking have always been focus areas and his experience and exposure to the industry [will] add value to our firm.”

people moves

Pradeep Kumar Bagga

Shiraz Patodia

Market pulse


Shroffs unveil new logos and branding

Shardul and Cyril Shroff have intro-duced new logos and branding for their respective law firms, Shardul Amarchand Mangaldas & Co (SAM) and Cyri l Amarchand Mangaldas (CAM).

SAM’s logo was designed by DDB Mudra, an integrated marketing com-munications and services network in India. The logo consists of a large gold circle surrounded by nine smaller gold orbs against a Prussian blue back-ground symbolizing quality and purity. The design was inspired by Emperor Justinian I, who codified Roman law, the foundation of modern law.

“The new logo resonates with the firm’s values, which include [ethics], quality, collaboration, diversity, con-stancy, faith, trusted advisory, energy and innovation,” the firm said.

Shardul Shroff told India Business Law Journal the logo represents the Knights of the Roundtable (from the legend of King Arthur), with equality as its theme as each knight had an equal place at the table.

The constant distance between each orb, like the distance between the moon and the North Star, repre-sents the constancy of quality and faith; the symbol of Apollo, the Greek Sun God, with the galaxy of his plan-ets burning away all impurities, rep-resents ethical service, while the sun itself signifies a source of inspiration and energy; and ajna chakra, the chakra between the eyes, represents the gyan chakra or knowledge, inno-vation and technical excellence.

Nine orbs were chosen for the logo as nine is the complete number, Shardul said. “When you add nine to any number and again total the inte-gers, the original number manifests itself (e.g. 9 + 1 = 10; 1 + 0 = 1) or (9 + 6 = 15; 1 + 5 = 6),” he said. “Nine orbs represent the nine main practices of

the firm, as well as its nine adminis-trative disciplines.” In addition, each orb represents the diversity of SAM’s practices and people.

“The logo also represents the Bindu, which is the most ancient symbol of completeness as demonstrated by Raza’s constant themes in his world famous art,” he added.

CAM’s logo was des igned by Interbrand, a global brand consul-tancy. It is made up of the letters C (in orange) and A and M (in gold) against a violet background with a gold cir-cular border, which represents unity and infinity. The firm said its logo draws from factors considered most compelling in client choice – heritage, knowledge, expertise and relation-ships. Gold represents tradition, bril-liance and success; violet signifies

law firms

JSA hires Chennai partner from HSB

J Sagar Associates (JSA) has appointed Varun Sriram as a retained partner in its Chennai office. Sriram,

who was previously at HSB Partners, specializes in private equity, venture capital and mergers and acquisitions. He has handled matters across a vari-ety of industries including healthcare, security services, hospitality, ports, tele-coms, food and beverage, manufactur-ing, technology, and pharmaceuticals.

Prior to HSB, Sriram worked with Economic Laws Practice in Mumbai and ALMT Legal in Bangalore.

Sriram told India Business Law Journal he had “a great stint going on at HSB”,

but aspired to work with “a larger pan-India firm”. The attractions at JSA in particular, he said, were its “renowned work culture, democratic and trans-parent setup and excellent support system”.

Commenting on the appointment, Berjis Desai, JSA’s managing partner, said the firm had “always been com-mitted to build a professional-owned, sharing, merit-based, empowering, and nurturing institution. Varun is an addition as part of that journey.”

Varun Sriram

Remfry moves Arora to Bangalore

Swati Arora, a lawyer at IP boutique Remfry & Sagar, has moved from the firm’s Gurgaon office to Bangalore to serve clients in the city. She has more than 10 years of IP experience with a special focus on patent laws and procedures.

The firm already has a presence in the south of India through its office in Chennai. However, it believes Bangalore is an important IT and research hub and hopes to cater to clients with IP interests in the city.


Market pulse

July/August 2015

Argus and Udwadia go separate ways

Udwadia Udeshi & Argus Partners has officially rebranded as Argus Partners following the departure of Darius Udwadia and his team in May. A press release said the separation was amicable.

Argus Partners unveiled its new name and logo at the end of June. Managing partner Krishnava Dutt told India Business Law Journal that the firm’s partners had identified integrity,

wisdom, integrity, dignity and ambi-tion; and orange represents warmth and friendship.

The C, A and M appear joined to each other within the golden ring, symbolizing the tightly knit relation-ships within the firm and with clients. A dot placed within the circle sug-gests an elephant, which symbolizes strength, intelligence and longev-ity. “The elephant, Lord Ganesha, blesses all our firm’s future endeav-ours,” CAM stated.

Neither Shroff would provide details of the cost of their branding.

Shardul believes clients are more concerned with the values of the firm they engage than its branding. However, he said logos represent what a firm stands for.

SAM’s brand marks a big depar-ture from the Amarchand Mangaldas logo, while CAM’s retains the con-cept of stylized letters in a circle. Cyril

declined to comment on the reasons for this.

“The terms of family settlement and award did not entit le either Shardu l Amarchand Manga ldas or Cyril Amarchand Mangaldas to rely upon the original Amarchand Mangaldas logo,” said Shardul. “The original Amarchand Mangaldas logo

was transferred to a new trust and no authority was given nor licence granted to either [firm] to use any part of the original logo as that would give a misleading impression of being deceptively similar, and an intentional passing off by false representation that the new mark holder is the origi-nal Amarchand Mangaldas.”

Krishnava Dutt

Altacit Global opens in Cochin

Boutique law firm Altacit Global has celebrated its 12th anniversary with an office opening in Cochin. This is the firm’s fifth office after Chennai, Bangalore, Coimbatore and Hyderabad, marking its presence in all the southern states of India.

Altacit Global specializes in intellectual property and also advises on cor-porate, real estate and franchising matters. The expansion takes it up to a total of 28 lawyers including three partners.

Sudhir Ravindran, the firm’s managing partner, told India Business Law Journal his Cochin venture was due to the city’s emergence as an important IT and retail destination. He said the firm was also considering opening an office in Vijayawada, Andhra Pradesh’s new capital.

Nayantara Sanyal will head up the Cochin office.

Market pulse


Delegation to US holds diverse talks

At the end of June, 20 Indian National Bar Association (INBA) members vis-ited Washington DC and New York to discuss US-India business ties, tax concerns and the opening of India’s legal market to foreign law firms.

The US and Indian delegations dis-cussed issues relating to black money, cross-border law practice, the Foreign Account Tax Compliance Act, corrup-tion, M&A, intellectual property and doing business in the US and India. An agenda for increased cooperation between the INBA and the American Bar Association was put together at a meeting in Washington.

The delegations included members of the US India Business Council, former Indian law minister Ram Jethmalani, INBA secretary general Kaviraj Singh, Khaitan & Co senior partner NG Khaitan, and INBA general counsel section chairman S Ramaswamy. Participating law firms included Covington & Burling, Hodgson Russ, Dentons, Crowell Morning, Pepper Hamilton, and Baker Hostetler. US India Business Council vice president Diane Ferrell and US congress and government officials were also present.

During the meetings, Jethmalani urged the US to assist India in retrieving black money hidden in sheltered loca-tions overseas including in Swiss banks. He congratulated the US on its efforts to prosecute black money tax evaders and said it should help India do the same by sharing the names of Indian nationals involved in hiding money.

“INBA’s successful delegation con-ferences in New York and Washington prove that the two countries’ legal and business communities are very eager to expand their relationships and find

mutually beneficial avenues for com-municating to get business done,” said Singh. “There is no doubt law firm clients want these doors opened … we will find ways to follow [their] business interests.”

external relations

quality and respect as its core values. “This will be at the centre of whatever we do going forward,” he said.

Dutt said the firm had “a very defi-nite plan of how we want to grow and where we want to reach”. He added that Argus Partners will hold monthly partner meetings and has created sys-tems in order to “measure all actions and monitor and evaluate the growth of the firm”.

Udwadia & Udeshi and Argus Law Partners merged in 2012. Over the years, the firm lost Dilip Udeshi – one of the founders of Udwadia & Udeshi – to

Dhruve Liladhar & Co, as well as litiga-tors Amol Bavare, who joined Legasis Partners, and Mihir Kamdar, who joined Financial Technologies. Ramya Hariharan, one of the co-founders of Argus Law Partners, also left the firm.

With Udwadia and his team gone, Argus Partners now has 35 law-yers, down from 65 at the time of the merger. Two of its six partners – Adity Chaudhury and Alka Majumdar – were recent promotions.

The firm continues to have offices in Mumbai, Kolkata, Bangalore, Delhi and Chennai.

Darius Udwadia


The wrap

July/August 2015

K Raheja picks up land plot in Worli

K Raheja Corp has acquired a 1.3-acre plot in the Worli area of Mumbai from HSBC.

The price was around `5.5 billion (US$86 million) and the plot will be used to develop a luxury residential tower, according to reports.

The group currently has residential projects in Mumbai, Bangalore, Pune, Hyderabad and Goa, and has worked on commercial, customized and spe-cial economic zone projects.

“The real estate market appears to be slow, but that in itself provides an opportunity,” Kunal Doshi, a senior associate at Veritas Legal, told India Business Law Journal.

Veritas Legal assisted K Raheja Corp with investigation of the title, prepara-tion of documentation, negotiations and closing of the deal. Doshi worked on the deal with founder and manag-ing partner Abhijit Joshi. Partner Nohid Nooryezdan and associate Priya Parab at AZB & Partners represented HSBC.

LyondellBasell expanding in India

US-based LyondellBasell signed an agreement on 7 August to acquire SJS Plastibends’ chemical business. The US company, which already had a presence in India, is listed on the New York Stock Exchange and is one of the world’s largest plastics, chemicals and refining companies.

Located in Aurangabad, SJS Plastibends supplies high-performance thermoplastic compounds, which are used as raw materials in a number of industries.

The acquisition includes the transfer of SJS Plastibends’ entire business relating to the manufacture, distribution and sale of polypropylene compounds.

Closing is expected to take place later this year subject to regulatory approvals and clearances.

Cyril Amarchand Mangaldas advised LyondellBasell on the deal. The firm’s

team was led by Mumbai-based cor-porate partners Vandana Shroff and Anshuman Jaiswal.

New Delhi-based tax partner SR Patnaik advised on tax issues, while

Mumbai-based partner Nisha Kaur Uberoi handled competition matters. Economic Laws Practice associate part-ner Amit Manubarwala led the team that represented SJS Plastiblends.

Deal digest

The wrap


Viacom buys 50% stake in Prism

Viacom has purchased 50% of Prism TV’s equity shares through its Nickelodeon Asia Holdings subsidiary for `9.4 billion (US$153 million). Nickelodeon purchased Prism TV’s shares from Shinano Retail, a company owned by Reliance Industrial Investments and Holdings.

The Network18 group will hold the remaining 50%.

Prism TV owns and operates regional entertainment channels in India including ETV Marathi, ETV Kannada, ETV Bangla, ETV Oriya and ETV Gujarati, all of which were recently rebranded under the net-work Colours.

Viacom and the Network18 group already had a joint venture formed in 2007 – Viacom 18, which operates Colours as well as channels including MTV, Nickelodeon and Comedy Central.

J Sagar Associates (JSA) advised Viacom on the deal. The team comprised partner Akshay Nagpal, senior associ-ate Kaustubh George, and associates Upasana Gupta and Sonali Kapoor.

JSA partners Dhirendra Negi and Amitabh Kumar, along with SP Purwar, head of the telecom practice, and sen-ior associate Gautam Shahi, provided input on aspects of the transaction.

JSA chairman and founder Jyoti Sagar advised on strategy.

Shuva Mandal and Roxeanne Anderson of AZB & Partners represented Shinano and Reliance Industries.

Infibeam to ignite e-commerce IPO

Indian e-commerce company Infibeam has filed a draft red herring prospec-tus for its proposed `4.5 billion (US$70 million) initial public offering. The IPO would be the first public listing in India by an e-commerce company, and is being managed by SBI Capital Market, ICICI Securities, Kotak Mahindra Capital Company, and Elara Capital (India).

Infibeam owns and operates the Infibeam.com retail site, the BuildaBazaar.com marketplace platform as well as the .ooo TLD registry. Its clients include names such as Unitech Amusement Parks, Panasonic India, Adlabs Entertainment, Gulf Oil Lubricants, Eros Electricals, Axiom Telecom and Mumbai International Airport.

Squire Patton Boggs is advising Infibeam on the offering. Singapore partner Biswajit Chatterjee is leading the team with support from associates Sabyasachi Chatterjee, Rohit Anand and Krishna Tirusura Jagaduri.

Cyril Amarchand Mangaldas, led by partner Yash Asher, is Infibeam’s Indian legal adviser.

Adani Ports SEZ seals bond issue

Adani Ports and Special Economic Zone has completed an issue of unsecured senior notes and a listing of notes through Singapore Exchange Securities Trading Limited.

The US$650 million issuance was the company’s inaugural US dollar bond offering. It was also the first investment grade issuance and the largest US dollar bond offering by an infrastructure company in India.

Luthra & Luthra acted as the Indian legal counsel to the joint lead manag-ers – Barclays Bank, Citigroup Global Markets, Emirates NBD PJSC, Merrill Lynch International and SBICAP (Singapore).

The transaction was led by partners Manan Lahoty and Bikash Jhawar along with managing associates Ravi Dubey and Mriga Solanki and associ-ates Theresa Thomas, Satadru Goswami, Devangshu Nath and Sampada Bannurmath.


The wrap

July/August 2015

Corporate law

Exemptions offer relief to private companies

The Ministry of Corporate Affairs has exempted private companies from certain provisions of the Companies Act, 2013, through a notification dated 5 June. The exemptions are outlined below.

(i) The definition of “related party” with respect to section 2(76) will not apply to section 188. Now, a private company can enter into a contract or arrangement with a holding, subsidiary or associate company or a sister con-cern without the consent of the board of directors with respect to transac-tions listed under section 188.

(ii) The provisions of section 43 (kinds of share capital) and section 47 (voting rights) will not apply to private com-panies whose memorandum of asso-ciation and articles of association (AoA) provide anything to the contrary.

(iii) Sections 62(1)(a)(i) and 62(2) ear-lier provided that the offer of issue of shares would be open for a minimum of 15 days and a maximum of 30 days from the date of the offer and if not accepted within this period, it would be deemed to have been declined. Now, if 90% of the members of a private company have given their consent in writing or electronically, the offer can be closed before 15 days.

(iv) Under section 62(1)(b), employ-ees under an employee stock option plan can now be offered a further issue of share capital through an ordinary resolution.

(v) The restriction on purchases by a company or loans by it for a pur-chase of shares under section 67 will not apply to private companies: (a) in whose share capital no other body cor-porate has invested any money; (b) if the company’s borrowings from banks or financial institutions or any body cor-porate are less than twice its paid-up share capital or `500 million (US$7.8 million), whichever is lower; and (c) the company has not defaulted on repaying these borrowings at the time of making transactions under this section.

(vi) Acceptance of deposits by a com-pany from its members has been made easier for certain companies. Now, the “prohibition on acceptance of deposits from public” provisions contained in sub-sections (a) to (e) of section 73(2) will not apply to private companies which accept from their members less than 100% of their paid-up share capi-tal and free reserves. These companies must file details of money accepted to the registrar of companies as may be specified.

(vii) Terms of the AoA may over-ride provisions pertaining to: notice of meeting (section 101); statement to be annexed to notice (section 102); quo-rum for meeting (section 103); chair-man of meetings (section 104); proxies (section 105); restrictions on voting rights (section 106); voting by show of hands (section 107); and demand for poll (section 109).

(viii) Section 117 requires filing of resolutions and agreements with the registrar of companies. A resolution must be filed with the registrar in order for the board to exercise certain pow-ers such as authorizing the buyback of securities, etc., required under section

179(3). Private companies need not file such a resolution with the registrar.

(ix) Section 141(3)(g) states that an auditor cannot be appointed by more than 20 companies. Now, one-person, dormant and small companies, as well as private companies with a paid-up share capital of less than `1 billion, will be excluded from the computation of the 20-company limit.

(x) Provisions of section 160, which deal with the right of persons other than retiring directors to stand for directorship, no longer apply to private companies.

(xi) Provisions of section 162, which deal with individual voting for appoint-ment of directors, no longer apply to private companies.

(xii) The provisions which call for the passing of a special resolution in instances of sale, lease of undertak-ing, borrowings in excess of specified limits, making of investments, etc., under section 180, will no longer apply to private companies.

(xiii) Provisions of section 184(2) will apply with the exception that every director who has disclosed their inter-est in any company or body corporate

Business law digest


The wrap

July/August 2015

in a board meeting may participate in such a meeting after the disclosure.

(xiv) Provisions relating to loans to directors, under section 185, have been made inapplicable to private com-panies: (a) in whose share capital no other body corporate has invested any money; (b) if the borrowings of such a company from banks or financial insti-tutions or any body corporate are less than twice of its paid-up share capital or `500 million, whichever is lower;

and the company has not defaulted on repaying these borrowings at the time of making transactions under this section.

(xv) Private companies are now exempt from the second proviso to section 188(1), which restricted related parties from voting on special resolu-tions dealing with such related transac-tions. Now, even if a member is related, they can still vote on such resolutions.

(xvi) Private companies are now

exempt from the provisions of section 196(4), which call for an approval of the terms, conditions and remuneration for directors appointed at variance to the conditions laid down in section 197 and schedule V.

(xvii) Provisions of section 196(5), which uphold the validity of acts by a director before the director’s appoint-ment is disapproved by the board, have also been made inapplicable to private companies.

taxation

Black Money Act to target tax evasion overseas

The Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015 (Black Money Act), applies to Indian residents and will replace the Income Tax Act, 1961, for the taxation of foreign income and assets. The Black Money Act penalizes the concealment of foreign income and assets and holds criminally liable those attempting to evade tax in relation to foreign income and assets. Its key features are outlined below.

Tax rateA flat tax rate of 30% on undisclosed foreign income and assets of the previ-ous assessment year with a penalty of up to 90% of the undisclosed income will apply from 1 April 2016. No exemp-tion, deduction or set-off of any carried forward losses will apply.

Income to be taxedThe undisclosed foreign income and assets would include: (a) income from a source located outside India, which has not been disclosed in the tax returns filed; (b) income from a source outside India, for which no tax returns have been filed; and (c) value of an undis-closed asset, located outside India.

Limited window for disclosurePersons who wish to disclose their undisclosed foreign assets may file a declaration before the tax authority before 30 September 2015. They would also have to pay tax at the rate of 30% and an equal amount as a penalty. Upon payment, the person cannot be prosecuted under the Black Money Act

and their declaration cannot be used as evidence against them under the Wealth Tax Act, the Foreign Exchange Management Act, the Companies Act or the Customs Act.

Penalties for violationUndisclosed foreign income/assets: The penalty for nondisclosure of foreign income or assets will be equal to three times the amount of tax payable, in addition to tax payable at 30%.

Failure to furnish returns: The penalty for not furnishing income tax returns in relation to foreign income or assets is a fine of `1 million. This will not apply to an asset with a value of `500,000 or less.

Undisclosed or inaccurate details of foreign assets: If a person who has filed tax returns does not disclose their foreign income, or submits inaccurate details of it, the fine will be `1 million. This will not apply to an asset valued at `500,000 or less.

Second time defaulter: Any person who continues to default in paying tax that is due will be liable to pay a penalty equal to the amount of the tax arrears.

Other defaults: The fine for failure to abide by the tax authority in answering questions, signing off on a statement or attending or producing relevant docu-ments is `50,000 to `200,000.

Prosecution for certain offencesThe punishment for a wilful attempt to evade tax would be rigorous impris-onment from three to 10 years and a fine. Failure to furnish returns, non-disclosure of foreign assets in returns or abetment would result in rigorous imprisonment of six months to seven years and a fine. For any offence under the act, every person responsible to the company will be liable for punish-ment. Their liability would be absolved if they can prove that the offence was committed without their knowledge.

The wrap


banking & finanCe

Liberalized remittance scheme

The Reserve Bank of India (RBI), through a circular dated 1 June, has increased the limit on remittances by a resident individual from US$125,000 to US$250,000 per financial year and has rationalized current account transac-tions. Important changes introduced by the circular include:

Authorized dealer banks may allow 1. remittances of up to US$250,000 by resident individuals per financial year for any permitted current or capital account transaction or a combination of both. Any amount already remitted would have to be deducted from the overall US$250,000 limit.Pe rm iss ib le cap i ta l accoun t 2. transactions by an individual under the liberalized remittance scheme (LRS) are: (i) opening a foreign currency account abroad with a bank; (ii) purchase of property abroad; (iii) making investments abroad; (iv) setting up wholly owned subsidiaries and joint ventures abroad; (v) extending loans including loans in Indian rupees to non-resident Indians who are relatives as defined under the Companies Act, 2013.All the facilities for the release 3. o f exchange/ remi t tances fo r cur rent account t ransact ions available to resident individuals under schedule III to the Foreign Exchange Management (Current Account Transactions) Rules, 2000, as amended from time to time, will also be subsumed under this limit. However for the purposes of emigration, medical treatment, and studies abroad, an individual may

use an exchange facility in excess of the overall limit.The LRS cannot be used to make 4. remittances for any prohibited or illegal activities.The remittance procedure is as 5. follows:

(i) The remitter must furnish an application cum declaration form to the authorized dealer or full-fledged money changer concerned on the purpose of the remittance and declare that the funds belong to the remitter and will not be used for any prohib-ited purposes.

(ii) Authorized persons should ensure that know your customer guidelines and anti-money launder-ing rules are complied with while allowing the facility to be utilized.

(iii) Authorized dealers should not extend any kind of funded or non-funded facilities to resident indi-viduals to facilitate capital account remittances. If applicants have not maintained a bank account with the bank for a minimum of one year prior to the remittance, then the author-ized dealer should carry out due dili-gence on the operation and mainte-nance of the account. No part of the US$250,000 can be used for remit-tance directly or indirectly to countries notified as non-cooperative countries and territories by the Financial Action Task Force from time to time and communicated by the RBI.Authorized dealers may arrange to 6. furnish on a monthly basis, information on the number of applicants and total amount remitted to the RBI under the LRS.

Persons other than individuals can make remittances for: donations to edu-cational institutions; commissions to agents abroad for sale of residential flats or commercial plots in India; fees for consultancy services; and reimburse-ment of pre-incorporation expenses provided it is within the limits. They must declare to the authorized dealer bank branch concerned that they have complied with the limits and conditions relating to the remittances.

Strategic debt restructuring scheme

The Reserve Bank of India through a circular dated 8 June introduced a strategic debt restructuring (SDR) scheme. The scheme empowers banks to convert their outstanding loans into a majority equity stake in the borrower company if the requisite milestones for recovery of a loan are not achieved as per the restructuring package envisaged in the joint lenders forum (JLF) agreement. Details of the scheme are as follows:

Lenders are empowered to first take control of the borrower entity by 1. converting loans to equity shares and then bring in other strategic equity investors if the existing promoters of the borrower are unable to bring in additional money to ensure that the debt is paid to the bank.At the time of initial restructuring, the JLF will incorporate a clause 2. providing for an option to convert the entire loan into shares if the borrower is not able to achieve the recovery milestones set by the JLF. The decision to convert all or part of the loan into equity shares will be 3. approved by the majority of JLF members (minimum of 75% of creditors by value and 60% of creditors by number) and should be taken within 30 days of review of the account.The lenders will become majority shareholders (hold 51% or more) of the 4. borrower on effecting change in ownership under the SDR scheme.

Banks are to divest their shareholding in favour of a new promoter as soon as possible. The new promoter should not be related in any manner to the existing promoter group.


The wrap

July/August 2015

Competition law

Combination regulations amended

O n 1 J u l y, t h e C o m p e t i t i o n Commission of India (CCI) amended the CCI (Procedure in regard to trans-action of business relating to combina-tions) Regulations, 2011. The following are the key changes:

Form 1 filing proceduresThe CCI has issued deta i led •guidelines on the content of the information to be submitted by the parties and the manner in which it is to be presented. Non-compliance could render forms invalid. Form 1 has been changed drastically •and now requires filing of additional and more comprehensive information including a short and long summary, the form and value of consideration for the combination transaction, details and justification of non-compete clauses in the transaction and other details. The notice of combination may be •signed and verified by any person authorized by the board of directors, rather than just the members of the board or partners of the firm.

Parties seeking confidentiality on •information or documents must submit an application setting out the reasons and justifications for doing so along with a public version of the notice.

Substantive provisionsEarlier, if an intention to acquire was •conveyed to the central or state government or the statutory authority (CCI), then the filing requirement would be tr iggered. After the amendment, only communication to the statutory authority would trigger the requirement.The CCI has exempted from notifying •requirements those transactions relating to the acquisition of shares, control, voting rights or assets by a purchaser approved by the CCI, pursuant to its order directing (structural) modifications to the combination.The CCI has increased the time •period for prima facie scrutiny of combinations from 30 calendar days to 30 working days. Also, a proviso to regulation 19(3) allows the regulator to “stop-the-clock” for a period not exceeding 15 working days when it seeks information from third parties regarding the combination before commencing investigation and subsequently approves or disapproves (pending corrective measures) the combination.

seCurities regulation

Insider trading regulations notified

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, were notified on 15 January and became effective on 15 May. They replaced the 1992 regula-tions. Key features are:

An “insider” is prohibited from 1. “trading” in securities of the company when in possession of “unpublished price sensitive information” (UPSI). The regulations lay down what constitutes trading and UPSI and who constitutes an insider.The compliance officer, during 2. an event or transaction involving UPSI which is under consideration, declares closure of the trading window for designated employees of the company. This window period existed under the old regulations but now exercise of employee stock option plans during this period will be treated as insider trading.

The new regulations lay down cer-tain exclusions where insider trading will not be charged, such as during due diligence, for off-market trans-actions between promoters, where large organizations have Chinese walls, and for trades in pursuance of trading plans.

Institutional Trading Platform

The Securities and Exchange Board of India (SEBI), at its board meeting on 23 June, revised the regulatory framework of the Institutional Trading Platform (ITP) to enable it to accommo-date a larger number of start-ups.

The revised framework introduces list-ing norms that facilitate fundraising by small-scale start-ups and allow inves-tors to exit their investment through initial share sales. SEBI has approved the following changes to be brought about in the amended SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013:

The wrap


Particulars Earlier position Proposed revisionEligibility criteria with respect to qualified institutional buyers (QIBs)

106Y

(v) A QIB has invested not less than `5 million in the equity shares of the company which must be locked in for three years from the date of listing.

The following are eligible to list their specified securities on the ITP: Companies with an intensive use of technology, intellectual property, nanotechnology, biotechnology, data analytics, etc., to provide products, services or business platforms to consumers with substantial value addition, where QIBs hold at least 25% of pre-issue capital; or Any other company where QIBs hold at least 50% of the pre-issue capital.

Shareholding and lock-in restrictions

106ZB

Not less than 20% of the post listing capital shall be held by the promoters at the time of listing of specified securities of the small and medium enterprise which shall be locked in for a period of three years from the date of listing.

Shareholding restriction: No person (individually or acting in concert with others) in such a company shall hold 25% or more of the post-issue share capital.

Lock-in restriction: The lock-in of the entire pre-issue capital shall be for a period of six months from the date of allotment uniformly for all shareholders (promoters included).

Basis of issue price

106ZA

4(f) The securities so issued through private placement shall be made at a price not less than higher of the following: (i) the book value of the equity shares as per its last audited financial statement not older than six months; (ii) the value of shares as determined in an independent auditor’s or registered merchant banker’s report.

The basis of issue price may include other disclosures, except projections, as deemed fit by the issuers.

Requirement to file draft offer with SEBI

No such requirement Companies intending to list on the proposed ITP will be required to file a draft offer document with SEBI for observations, as provided in the SEBI (Issue of Capitaland Disclosure Requirements) Regulations, 2009.

Eligible investors No specification regarding eligible investors.

The following two categories of investors are eligible to invest and trade through the proposed ITP:1. Institutional investors, which includes QIBs, along with family trusts, systemically important non-banking financial companies registered with the RBI and the intermediaries registered with SEBI having a net worth of more than `5 billion; and 2. Non-institutional investors (NIIs) other than retail individual investors.

Public offer

106ZA

(1) The listing of specified securities on the ITP shall not be accompanied by any issue of securities to the public in any manner. (2) The company shall not make an initial public offering while its specified securities are listed on the ITP .

A company is allowed to make a public offer.

The number of allottees shall be 200 or more.

Allotment to institutional investors may be on a discretionary basis whereas to NIIs it shall be on a proportionate basis. Allocation of securities between these two categories shall be in the ratio of 75% and 25% of the issue size, respectively.

Post-issuance, all shares allotted to institutional investors on a discretionary basis shall be locked in in line with requirements for lock-in by anchor investors (i.e. 30 days).

The minimum ticket size/trading lot shall be `1 million.

Migration to the main board

No provision regarding migration to main board.

The company will have the option to migrate to the main board after three years subject to compliance with eligibility requirements of the stock exchanges.

Alternative investment funds (AIFs)

No provision. For category I and II AIFs, which are required under the SEBI (Alternative Investment Funds) Regulations, 2012, to invest a certain minimum amount in unlisted securities, investment in shares of companies listed on the ITP is treated as an investment in “unlisted securities” to calculate the investment limits under the AIF regulations.


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July/August 2015

Particulars Earlier position Proposed revisionDisclosure requirements

Schedule XIX AThe information document shall contain the following disclosures: (a) details about the business; (b) risk factors; (c) security ownership of beneficial owners and management along with details of any significant shareholders’ agreement; (d) details of all the directors and executive officers; (e) details pertaining to the promoters; (f) details with respect to related-party transactions and director independence; (g) details of any material pending legal proceedings.

Disclosures in the offer document with respect to group companies, litigation and creditors shall be in accordance with the policy on materiality as defined by the issuer but the relevant disclosures shall be made available on the issuer’s website.

Further, the product advertisements of an issuer will not be required to give details of public/rights issues.

Grandfather clause

Not applicable Existing companies listed on the SME-ITP may continue to be guided by the existing regulatory framework, including applicable relaxations from compliance with corporate governance requirements.

The business law digest is compiled by Nishith Desai Associates (NDA). NDA is a research-based international law firm with offices in Mumbai, New Delhi, Bangalore, Singapore, Sili-con Valley and Munich. It specializes in strategic legal, regulatory and tax advice coupled with industry expertise in an integrated manner.

foreign investment

Foreign direct investment policy

The Depar tment o f Indust r ia l Policy and Promotion has released the Consolidated FDI Policy of 2015, which came into effect on 12 May. Key changes are outlined below.

Insurance: The sectoral cap for the insurance sector has been raised to 49% through the government approval route. Up to 26% FDI is permitted under the automatic route. Insurance intermediaries appointed under the provisions of the Insurance Regulatory and Development Authority Act, 1999, have also been permitted to bring in FDI. An Indian insurance company must ensure that its ownership and control remains, at all times, with a resi-dent Indian entity or entities.

Defence: Up to 49% FDI is permitted in the defence sector under the auto-matic route. Proposals for FDI beyond 49% with a proposed inflow in excess of `20 billion (US$313 million) must be approved by the Cabinet Committee on Security and will no longer require further approval from the Cabinet Committee on Economic Affairs.

Railway infrastructure: Up to 100% FDI under the automatic route is per-mitted for specified construction, oper-ation and maintenance projects subject to guidelines issued by the Ministry of Railways.

Pharmaceuticals: Up to 100%

FDI is permitted under the automatic route for the manufacturing of medical devices. “Medical devices” has been defined under the FDI policy subject to the amendment in the Drugs and Cosmetics Act.

Filing form FC-TRS: Where a cross-border transfer of shares in an Indian company involves non-resident inves-tors (including non-resident Indians who acquire shares on stock exchanges under the FDI scheme), the onus of filing form FC-TRS will be on the inves-tee company and not the transferor or transferee.

Transfer of shares and M&A: Foreign Investment Promotion Board (FIPB) approval is required in the case of a transfer from one non-resident investor to another non-resident inves-tor of shares in an investee Indian

company which falls under the govern-ment approval route. FIPB approval is not required for the issue of employee stock option plans or for mergers or acquisitions of companies engaged in the automatic route sectors.

Additional foreign investment: FIPB approval is not required for addi-tional foreign investment beyond the approved investment limits subject to the condition that the approved for-eign equity percentage is maintained.

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entertainment law

Film censorship must be justified and reasonable

In Pankaj Butalia v Central Board of Film Certification, Delhi High Court recently held that film censors should view films “from the perspective of a reasonable, strong minded, firm and courageous men and not from the point of view of weak and vacil-lating minds, nor of those who scent danger in every hostile point of view” while making decisions on ordering deletions.

Ruling that film censorship should “necessarily be reasonable”, the court set aside an order of the Central Board of Film Certification (CBFC) that had required certain changes to a doc-umentary film before allowing it to be screened, and an order by the Film Certification Appellate Tribunal (FCAT), which had partially confirmed the CBFC order.

The CBFC regulates the public exhi-bition of films under the provisions of the Cinematograph Act, 1952. It assigns certifications to films for exhi-bition, sale or hire in India. Films can be publicly exhibited only after they are certified by the board.

Butalia, the producer of the docu-mentary The Textures of Loss, had appealed to FCAT against a December 2013 order of the CBFC that directed the insertion of a disclaimer and four deletions as a condition for granting certification. FCAT struck out two of the four deletions. Butalia then filed a

writ petition before Delhi High Court, appealing against FCAT’s decision and asserting his right of freedom of speech and expression under article 19(1)(a) of India’s constitution.

Delhi High Court found that the changes that were ordered were unjustified and that the decision-

making process followed by the CBFC and FCAT was in contravention of the Cinematograph Act and the rules framed under it. The court ordered that the film be certified “U” (unre-stricted exhibition) without insertion of the disclaimer or the deletions ordered by FCAT.

Constitutional law

No unlimited discretion in licensing matters

In RK Associates & Hoteliers Pvt Ltd v Indian Railways Catering & Tourism Corporation & Ors, Delhi High Court

held that as a government entity “is mandated to act in a fair, non-arbitrary, just, transparent and non-discrimi-natory manner” in terms of article 12 of India’s constitution, the language and words used in contracts, such as “at the discretion”, “not obliged to assign any reasons whatsoever”, cannot result in an infringement of the right to equality.

RK Associates & Hoteliers oper-ated and managed a food kiosk at

a railway station. It petitioned the court to direct Indian Railway Catering and Tourism Corporation (IRCTC) to extend a catering licence granted for five years with the understanding it would be extended for a further three years. RK Associates & Hoteliers had paid licence fees for eight years, and made a large investment to set up the kiosk. However, IRCTC had floated a fresh tender after five years.

IRCTC argued that the courts should

Dispute digest


The wrap

July/August 2015

environmental law

Rules requiring renewable energy purchases upheld

Dismissing an appeal in Hindustan Zinc Ltd v Rajasthan Electricity Regulatory Commission, the Supreme Court upheld obligations to purchase renewable energy imposed on captive power gen-eration plants and others by regulations framed under the Electricity Act, 2003, by the Rajasthan Electricity Regulatory Commission.

Directing Hindustan Zinc to purchase a minimum amount of energy from renewable sources and comply with its liability under the Rajasthan Electricity Regulatory Commission (Renewable Energy Obligation) Regulations, 2007, and the Rajasthan Electricity Regulatory Commission (Renewable Energy Certificate and Renewable Purchase Obligation Compliance Framework) Regulations, 2010, the court held that article 51A(g) of the Indian constitu-tion casts a fundamental duty on citi-zens to protect and improve the natural environment.

Hindustan Zinc had argued that the Rajasthan Electricity Regulatory Commission did not have the authority to impose renewable energy purchase obligations and surcharges on a captive power generation plant, as the basic object and intention of the Electricity Act is to encourage participation of the private sector in electricity generation. It argued that electricity generation was a de-licensed activity under the act, which

only allows such purchase obligations on a distribution licensee.

The Supreme Court observed that the object of the purchase obligations being reduction of pollution by promot-ing renewable sources of energy, larger public interest must prevail over the interest of the industry.

The court held that regulations framed by the Rajasthan Electricity Regulatory Commission were in consonance with the principles enshrined in the Electricity Act, the National Electricity Policy, 2005, and the Tariff Policy, 2006, to effectuate the objective of promotion of electricity from renewable sources as against pol-luting sources of energy.

not interfere in commercial contractual matters and that the petition was not maintainable in view of the arbitration clause contained in the contract.

The court held that while IRCTC could extend a licence at its discre-tion, its decision must be rational. An extension had to be granted if “there has been no infirmity on the part of the petitioner” and RK Associates & Hoteliers had “a legitimate expectation to be treated fairly in matters of grant of extension in view of the clear cut tender clauses as well as the past practice and the understanding at the time of quoting of bids and also in view of the fact that extension has been granted in as many as 21 other cases”.

arbitration

Supervisory jurisdiction over arbitration upheld

Dismissing an appeal in NHPC Limited v Hindustan Construction Company Limited, Delhi High Court held that it had jurisdic-tion to rule on a petition under section 9 of the Arbitration and Conciliation Act, 1996, as the seat of arbitration in the dispute was in New Delhi.

The wrap


Relying on a 2012 ruling of the Supreme Court in Bharat Aluminium Co v Kaiser Aluminium Technical Services Inc (Balco), a division bench of Delhi High Court found that both the court within whose jurisdiction the “subject-matter of the suit” is situated and the courts within the jurisdiction of which the dispute resolution (arbitration) is located had jurisdiction.

As such the division bench affirmed the order of a single judge requiring NHPC to give one week’s advance “clear written notice” to Hindustan Construction Company (HCC) of its intention to invoke a bank guarantee, during the pendency of HCC’s petition for setting aside an arbitral award.

NHPC had argued that Delhi High Court did not have jurisdiction to enter-tain applications under either section 9 or section 34 of the act, as no part of the cause of action in the dispute between the parties arose in Delhi. Relying on the ruling in Balco, HCC argued that the seat of arbitration was “in itself sufficient to clothe the courts of that place with the requisite jurisdic-tion to entertain” such petitions.

The arbitration agreement between the parties had been signed at Faridabad, Haryana; the project was executed in West Bengal; the registered office of NHPC is in Faridabad; the registered office of HCC is in Mumbai; and the bank guarantees were issued in Mumbai.

The dispute digest is compiled by Bhasin & Co, Advocates, a corporate law firm based in New Delhi. The authors can be contacted at [email protected] or [email protected]. Readers should not act on the basis of this information without seeking professional legal advice.


Cover storyCompliance

July/August 2015

A decision by Bombay High Court to lift bans on Nestlé India’s Maggi brand noodles has given the company hope for an end to a period of intense

media and regulatory scrutiny. But it may be too early for the company to celebrate, as the bans were to remain in place for six weeks until further testing ordered by the high court has been conducted. “We will comply with the order to undertake fresh tests … we remain committed to working with all stakeholders,” the company tweeted on 13 August.

The court ordered that nine varieties of Maggi noodles be tested by three accredited labs in India certified by the National Accreditation Board for Testing and Calibration.

Indian consumers, however, are already hailing a come-back. Posts on social media indicate just how popular Maggi noodles are in the country. “It’s official! Maggi is back!” tweeted one. “Bans may come and bans may go Maggi will go on forever”, said another fan, while a third enthused, “Maggi is back!!! All Indian girls can add ‘Love cooking’ on their resumés again!!”

Landing in hot water

Nestlé began operating in India in 1912 and has been manufacturing locally since 1961. It employs 7,000 peo-ple and has 300 quality assurance analysts in the country.

Nestlé’s noodle nightmare

The fiasco over the safety of Maggi noodles gives rise to concerns about regulatory ambiguity, process and power

Vandana Chatlani reports

Cover story

India Business Law Journal22

Compliance

July/August 2015

India is Nestlé’s global research and development hub for noodles and Maggi noodles manufactured in India are exported to Nestlé in markets such as Canada, the UK, Kenya and Singapore. According to reports, Maggi noo-dles account for about 30% of Nestlé India’s revenue and India is the largest market in the world for the product.

The Maggi noodles scare first hit headlines in May, although the investigation into the noodles’ safety dates further back (see Timeline of Nestlé woes, page 23). On 5 June, the Food Safety and Standards Authority of India (FSSAI) ordered Nestlé India to recall all Maggi noodle packets in the market, and to stop production and sale of the products. Three violations were cited as reasons for the action: excessive amounts of lead in Maggi noodle samples from Uttar Pradesh; misleading labelling regard-ing its “No added MSG” statement on Maggi noodle packets; and the release of Maggi Oats Masala Noodles with Tastemaker without gaining product approval first.

MSG in the mix

Nestlé had argued that it does not add monoso-dium glutamate (MSG) to Maggi noodles sold in India. However, the product contains glutamate derived from hydrolysed groundnut protein, onion powder and wheat flour, and glutamate produces a positive test result in a test for MSG. Nestlé had further argued that there was no clear rule against the labelling and that it was “a common practice across the industry in many food products”. The FSSAI rejected these arguments, relying on the position of the US Food and Drug Administration (FDA) that “foods with any ingredient that naturally contain MSG cannot claim ‘No MSG’ or ‘No Added MSG’ on their packaging”.

“In relation to MSG, there is an ambiguity in the regula-tions,” says Shardul Thacker, a partner at Mulla & Mulla & Craigie Blunt & Caroe who, like the other lawyers quoted in this article, was not directly involved in the Nestlé case.

Thacker says the food safety and standards (FSS) regulations permit the usage of MSG in seasoning used for noodles on the condition that its use is declared on the packet. This applies to tastemakers – the seasoning

which comes with noodles in a separate sachet.“The regulator is relying on US FDA norms to say that

it is improper to mention on the package that there is ‘no added MSG’ when it contains naturally occurring MSG,” says Thacker. “The Indian FSS regulations are not clear on whether we need to mention on the packages when there is naturally occurring MSG.”

The FSSAI held its position that Nestlé’s labels violated the FSS (Packaging and Labelling) Regulations, 2011. The company agreed to print new labels without mentioning “No added MSG”, and to use these in the future.

Let down by lead

The detection of dangerous levels of lead in Maggi noo-dles was the biggest source of dispute. The FSSAI stated that samples sent to the Central Food Laboratory (CFL) in Kolkata contained 17.2 parts per million (ppm) when the maximum permissible level was 2.5 ppm.

CFL tested the noodle and the tastemaker without dilut-ing them in water. According to Nestlé, a sample should be tested “in the form in which it is finally consumed”. Nestlé further argued that although CFL had also tested the product in combination, the results showed a high level of lead “because the samples remained open for a considerable period before being tested”.

The FSSAI rejected this argument too, stating that the two components of the noodle packet had to meet the prescribed standards independently and that they had “no linkage with the processing of the end product as it is consumed”. The FSSAI further stated that water added to the preparation of the product before it is consumed “may also contain contaminants like lead, for which the company may not be liable”.

Describing the product as unsafe and hazardous, the FSSAI in an unprecedented order, instructed Nestlé to recall and destroy every packet of Maggi noodles in the country and to stop further production, processing, import, distribution and sale of Maggi noodles immedi-ately. Nestlé agreed to comply and went on to track down and destroy approximately 400 million packets (27,420 tonnes) of Maggi noodles.

If the government labs do not have complete visibility then how can Nestlé and the like be expected to have clarity?Dimpy MohantyPartner LexCounsel

[FSSA implementation has been hampered by] inadequacy of staff and infrastructure facilities including laboratoriesSanjeev SachdevaPartner Luthra & Luthra

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A week after the recall order, Nestlé India filed an appeal in Bombay High Court against the FSSAI’s order. Convinced that its noodles were safe, the company also challenged the FSSAI’s interpretation of the Food Safety and Standards Act, 2006 (FSSA). Interestingly, its own tests in Indian labs and tests conducted in the UK, Canada and other jurisdictions showed lead levels that were entirely safe for consumption.

“Conflicting lab results do not speak well of the test-ing standards and criteria that are followed,” says Dimpy Mohanty, a partner at LexCounsel. “If the government labs do not have complete visibility then how can Nestlé and the like be expected to have clarity?”

Regulatory burn

Nestlé’s third battle involved its release of Maggi Oats Masala Noodles with Tastemaker to the market without obtaining approval first. Nestlé said that it had released this product at a time when an FSSAI advisory on the product approval regime dated 11 May 2013 was under a stay granted by Bombay High Court. Essentially the

product approval regime was put on hold as a result of the stay. “Many companies including Nestlé continued with business as usual while the product approval regime was stayed because there was now no requirement for such approval,” says Lira Goswami, a partner at Associated Law Advisors, whose clients include Kellogg’s, Wrigley and Mars. “They took a risk.”

In its 5 June order, the FSSAI pointed to section 22 of the FSSA, under which “proprietary foods” are not allowed to be manufactured and put on the market unless a risk and safety assessment has been undertaken. The FSSAI said Nestlé had applied for product approval, however it had not submitted responses to clarifications that were sought in February regarding the safety of the product and had thus violated the law by taking the oat masala noodles to market. Nestlé was separately ordered to recall this product from the market.

Under the FSSA, proprietary food refers to foods for which standards have not been specified but which are not unsafe. In Thacker’s view, as Maggi noodles fall under this category the failure to obtain product approval constitutes a clear violation and so a recall is justified.

2014 16 March Uttar Pradesh food safety inspectors send Maggi noodle samples for testing to the state labora-tory in Gorakhpur

24 April The Gorakhpur laboratory says labelling containing the words “no added MSG” on Maggi noodle packets violates Indian regulations

22 July Nestlé India appeals against the findings, arguing that the MSG in the noodles occurs through a nat-ural process. It asks for a new test and samples are sent to the Central Food Laboratory in Kolkata

2015 21 May The Uttar Pradesh Food Safety and Drug Administration orders Nestlé India to recall a batch of Maggi noodles after the Central Food Laboratory in Kolkata reports dangerous levels of lead found in the product

4 June Tamil Nadu bans manufacture, sale and storage of Maggi noodles for three months; the Gujarat Food and Drug Control Authority bans sale and storage of Maggi noodles for one month; other states follow suit

5 June The Food Safety and Standards Authority of India (FSSAI) orders Nestlé India to recall all Maggi noodle packets in the market and stop further production, processing, import, distribution and sale of the products

6 June The Maharashtra Food and Drug Administration bans sale of Maggi noodles

12 June Nestlé India challenges in Bombay High Court orders passed by the Commissioner of Food Safety for Maharashtra and the FSSAI, and the authorities’ interpretation of the Food Safety and Standards Act

30 June Bombay High Court allows Maggi noodles to be exported

3 July Tests in the UK and Canada confirm Maggi noodles are safe

1 August Bombay High Court concludes hearing of Nestlé’s appeal

12 August The Indian government sues Nestlé for US$100 million for unfair trade practices

13 August Bombay High Court lifts the FSSAI and Maharashtra bans on Maggi noodles. The bans were to remain in place for six weeks until further testing to confirm safe levels of lead

Timeline of Nestlé’s woes

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The Food Safety and Standards Act, 2006 (FSSA), is a brilliant piece of legislation that emphasizes precisely what needs to be done with a focus on science-based standards and food safety.

The FSSA is much more than just a law. It talks about science-based standards, risk assessment, risk analysis, risk management, risk communication, etc. Modelled on laws in developed jurisdictions, it covers every major issue concerning food safety and fully embraces consumer safety as paramount.

A modern law can help shape thinking, but all stake-holders need to assist in its implementation. The FSSA and stakeholders share the aim of ensuring that safe and wholesome food is provided and available for human consumption, so recalls should be avoided until food is conclusively proven to be unsafe.

The regulator is right in taking steps to prioritize con-sumer health and safety in the food sector. However, the regulator and industry should work hand in hand to com-plement each other’s efforts and not at cross purposes or with confrontation.

Detailed engagement between the regulator and manu-facturer would have been the right way forward in the present situation. Instead, the regulator swung into action, leading to the present state of fear, uncertainty and utter confusion.

Another matter concerning the legality of product approval is currently pending before the Supreme Court. At the heart of the matter is the regulator’s interpretation of its mandate under section 22 of the FSSA. This section provides that among many categories of foods, proprietary food cannot be manufactured, save as otherwise provided in the law and the regulations. The regulator has used this provision to introduce a system of product approval. This scheme envisages prior regulatory consent before the launch of a proprietary food. Such consent is given by the regulator after the food is risk assessed from a safety angle.

Previous legislation on food focused on the prevention of adulteration, without any provision for prior consent before launch of a proprietary food item. The current regulation provides that proprietary food is food that has no verti-cal standards, is not unsafe and meets with all horizontal standards of safety in terms of additives and microbiologi-cal requirements. The burden is on the manufacturer to ensure that such food is launched only after it meets these requirements. Once the food is launched, the burden shifts to the regulator to show that these requirements are not met. It should be noticed that there are in built safeguards and there is no need to read into the law something that is not provided for.

The focus of the FSSA is on food safety and it contains adequate provisions to ensure this. Taking the approach as envisaged in the FSSA and also in developed countries would have struck a balance between the food industry’s effort to provide innovative offerings to consumers and the

regulator drawing comfort from the fact that the food busi-ness operator is being rightly subjected to a high degree of rigour in ensuring the safety of its products. Innovation in the food industry is, and should be, a constant phe-nomenon and should go hand in hand with regulatory requirements. This balance must be maintained to protect consumer interests.

The FSSA has standards for fewer than 400 articles of food, among the thousands that exist in the marketplace. The regulator has set itself the task of laying down stand-ards for all those articles of food for which standards do not exist. It has added to its task by taking a position that it will standardize foods after the product, as against an ingredient in the product, is risk assessed. Globally, the norm is a safety assessment of a novel ingredient and not of an ingredient that is already risk assessed. To compli-cate things further, the regulator has taken the view that food ingredients individually may be safe but there is no assurance that they remain safe when manufactured in combination.

These are rough edges in implementing the law and are being read into the law. The regulator is taking the high ground when the system lacks even basic infrastructure. More importantly, they defy the principles of risk assess-ment and safety. Spices and condiments can be risk-as-sessed for addition in making a curry, but why should they be risk assessed for making a dessert as they will never be so used? The regulator has taken upon itself the obligation of ensuring food safety when it is actually the responsibility of all stakeholders. The industry is, and should be, as con-cerned about safety of food items as the regulator is.

To the regulator’s credit, it is trying to be open and trans-parent. A detailed communication issued on 11 May illus-trates this. Constant dialogue between the regulator and industry is necessary to understand each other’s perspec-tive. The industry’s experience, expertise and knowledge should be leveraged, especially when we have a modern law to guide us. When the objective of the law and the industry is the same, there is little scope for differences to arise and if they do, they should be resolved in the best possible manner through dialogue.

The controversy shows that our modern and forward looking law has to be complemented by a mindset change, along with adequate infrastructure in terms of laboratories and experts who administer the regulation both centrally and across the states, and most importantly, an environ-ment of trust. Without these elements, the law is ahead of its time in the Indian context and the regulator will be unable to take the high ground.

Collaboration for a common causeCooperation between India’s food regulator and the industry is crucial to realize

their common aim of food safety, writes Dev Bajpai

Dev Bajpai is the executive director of Hindustan Unilever. The opinions expressed in this article are personal and do not reflect the official position of Hindustan Unilever. This piece was written before the Bombay High Court judgment in the Nestlé matter.

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However, he argues that the samples tested for lead should have been handled differently. “On the basis that one sample for a particular batch or lot has failed, it is imprudent to recall the entire product range from the market as these products are manufactured at different manufacturing units across the country,” he says. “Recall should be limited to the batch or lot number … which has failed analysis.”

In addition, he believes manufacturers should have the opportunity to analyse samples from a similar batch or lot number to verify whether the entire batch contains unsafe food. “It is very much possible that isolated cases of sample failures may occur,” he says.

The law on which the regulation of proprietary foods is based has been in force since 2011, but no regula-tions or procedures for product approval were specified. So when the FSSAI suddenly issued an advisory for a product approval regime for non-standardized products in May 2013, it caught many companies off guard. “I don’t know of any other country where there is a regime for prior product approval,” says Goswami at Associated Law Advisors. “They took a lot of time, they didn’t have resources, people were waiting indefinitely, they had arbi-trary rejections, and people went to court.”

The confusing situation and conflicting information mean companies such as Nestlé are left to play a guess-ing game. “Appropriate regulations under the act are introduced with much delay and in the meantime inter-pretations abound both with the authorities and the manufacturers,” says Mohanty at LexCounsel.

Goswami argues that companies are facing a lot of grey areas in relation to food laws and cannot be blamed for actions based on their reading of the law. “The regulator

should be open to industry requesting clarity,” she says. “There is an absence of clarity and in the case of product approval, differing views between judges even at the high court level. If more than one interpretation is possible, you cannot prosecute industry for taking a view which is plausible.”

Implementation problems

Although the FSSA has been hailed as a positive piece of legislation, it has raised questions on account of administrative and operational hurdles in its implemen-tation. “These pertain to inadequacy of staff and infra-structure facilities including laboratories,” says Sanjeev Sachdeva, a partner at Luthra & Luthra. “There have been several cases where court intervention has been neces-sary to ensure smooth flow of trade in food products.”

Sachdeva says the Maggi case is an evolving precedent and may propel the authorities to implement uniformity in practice and procedures, such as those involving the testing of food products.

“Everybody who tested the noodle and the tastemaker separately found it non-compliant,” says Goswami, “while those who combined the two and diluted it with water, found it safe. There is nothing specified on how it should be tested.” She believes that if testing procedures were clear from the start, Nestlé may not have been in the position it is today. More importantly, she adds that where there is room for two interpretations, “the regulator should not take the most drastic step of recall”.

“The law itself is hypocritical,” says Goswami. “If safety is a concern, all food should be covered.” But as she points out, traditional food and petty manufacturers, for example, are not governed. “If you go to the halwaiwalla, and if the halwai gets packaged, it’s covered. If it is not packaged, it’s not covered. That’s not the problem of the regulator, that’s the problem of the act.”

It appears that a high-profile case may be needed to spur regulatory development. “After Maggi was recalled by Nestlé under section 28 of the FSSA, the draft Food Safety and Standards (Food Recall Procedure)

Food For thought: Conflicting laboratory results in the Maggi noodles case raises questions about food testing standards and criteria in India.

[If] one sample for a particular batch or lot has failed, it is imprudent to recall the entire product range from the marketShardul ThackerPartner Mulla & Mulla & Craigie Blunt & Caroe

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Regulations, 2015, were published in order to set out the framework for recall procedures,” says Sachdeva. Similarly, he says, after the Centre for Science and Environment (CSE) reported pesticides in aerated drinks and bottled water, agencies developed and enforced permissible limits for pesticide residue. The FSSAI also notified regulations when the CSE discovered antibiotic traces in honey.

The merits of dialogue

The FSSA’s teething period is far from over. Like it or not, companies may have to deal with regulatory con-tradictions, ambiguous provisions and erratic enforce-ment. Dialogue is one measure that could help end this confusion.

Peter Bracher, the managing director for Asia-Pacific of the food division at NSF International – a company which provides hazard analysis and critical control points in relation to food safety, water quality, public health, and product testing services – believes better communication between all parties is vital. He agrees that the FSSA is a good start to developing a modern food safety system, but points out how dialogue can act as a balm between industry and regulators in cases such as Nestlé’s in India. (See Collaboration for a common cause, page 24 for more on this issue).

“In the most developed markets such as the UK, Australia and Singapore, there is regular consultation with industry experts when drafting new laws or when con-sidering direct action such as recalls,” says Bracher, who previously worked as the head of operations at Reliance Retail Fresh in India, where he helped open 650 stores across 14 states. “Over 90% of recalls in developed mar-kets are voluntary after consultation. Both the internal quality assurance teams within industry and the regula-tors share a common goal of protecting human health, so there are fewer conflicts than people would imagine and many more opportunities to take effective action in partnership.”

According to Goswami, there is little engagement between the regulator and industry participants at present

in India. Increasing this engagement is the first step, but she says industry players must also regain the trust of the regulator. “Companies which took risks need to be alive to those risks and need to proactively work with the regulator,” she says. “They can’t expect the regulator to condone their actions.”

Industry flexibility could also go a long way and could head off orders to withdraw products from a market. Goswami says food companies can be very stubborn and may refuse to meet regulators halfway to save their prod-ucts. “Rather than face a recall, they need to be open to change,” she says. “If they don’t [compromise], they leave the regulator with no choice.”

The regulator, on the other hand, should refrain from knee-jerk reactions. “Now with the judgment in Nestlé’s favour, it looks like the product approval tests and recall shouldn’t have happened,” says Goswami. “Everyone has acted rashly without waiting for a verdict. The regulator is going after non-compliance and that is correct, but it needs to take into account all circumstances. Both sides need to be less combative to understand what’s good for consumer and industry.”

Many argue that compliance will increase only when enforcement becomes consistent. Mohanty says com-panies should review their compliances and distinguish between what may have been tolerated in practice and what the letter of the law states. She uses alcohol as an example. “Until some time back, labelling require-ments applicable to alcoholic beverages were routinely not enforced for imported beverages, leading to a wide perception that exemptions had been extended by the authorities,” she says. “However, at some point, con-tainers of imported Scotch whisky and wines were left pending clearance at customs since the authorities had suddenly decided to enforce labelling provisions.”

For Nestlé, the battle seems at least half-won, though its fate in India will depend on how fresh samples of Maggi noodles do in new laboratory tests. In the wake of this case, food industry players are certain to pay closer atten-tion to compliance norms to avoid falling foul of the regula-tor. However, meaningful compliance can only come about with regulatory clarity and certainty. “It’s a bigger issue about maturity both on the part of industry and regulator,” says Goswami. “Both need to mature.” g

Both sides need to be less combative to understand what’s good for consumer and industryLira GoswamiPartnerAssociated Law Advisors

Over 90% of recalls in developed markets are voluntary after consultationPeter BracherManaging Director for Asia-Pacific, Food Division NSF International

Compliance Spotlight


Embracing biodiversity

Regulations to protect biodiversity need clarification to ensure compliance and maintain the pace of research

Sanjit Kaur Batra explains

T here is little disputing the fact that conserving the millions of distinctive life forms on earth and pre-serving the biological diversity around us is vital for

the welfare and the survival of humankind. The Convention on Biological Diversity (CBD), signed

by 150 government leaders during the Earth Summit in Rio de Janeiro in 1992, describes biological diversity as “the variability among living organisms from all sources including, inter alia, terrestrial, marine and other aquatic ecosystems and the ecological complexes of which they

are a part; this includes diversity within species, between species and of ecosystems”.

Protecting diversity

Efforts being made to maintain the diversity among living organisms, or biodiversity for short, aim to curtail the alarming rate at which biological resources are being exploited. Such efforts have included international agree-ments as well as national frameworks for ensuring the

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protection of biodiversity, sustainable use of biological resources, and the fair and equitable sharing of their benefits.

The international agreements recognize the sovereign right of countries over their biological resources, while also promoting sustainable development and providing a system for access and benefit sharing.

India is one of 17 countries identified as the most bio-diversity-rich countries of the world. It accounts for 7.8% of the world’s recorded species, even though it has only 2.3% of the world’s land area, and has a rich history of traditional knowledge. Over 45,500 species of plants and 91,000 species of animals have been recorded so far.

As a signatory to the CBD, India has a keen interest in establishing a system that protects its biodiversity and provides for access to its rich genetic resources.

Legal regime in India

The legal framework for conservation of biodiversity in India comprises the Biological Diversity Act, 2002, and the Biological Diversity Rules, 2004. The Biological Diversity Act provides for the “conservation of biological diversity, sustainable use of its components and fair and equitable sharing of the benefits arising out of the use of biological resources and knowledge”.

The act and rules spell out the procedure for seeking access to biological resources and associated knowl-edge, as well as its utilization, and provide the legal foun-dation for biodiversity regulators both at the centre and in every state.

A National Biodiversity Authority (NBA) and state bio-diversity boards, established under the act, facilitate, regulate and advise the central and the state governments on the conservation and sustainable use of biological resources, and fair and equitable sharing of the benefits from its use.

Permission vital

Under section 3 of the act, the NBA deals with all mat-ters relating to requests for access to biological resources and associated knowledge by foreigners, non-resident Indians, institutions or companies that are not incorpo-rated or registered in India, or are incorporated or regis-tered in India but have foreign participation in their share capital or management, and all matters relating to transfer of results of research to a foreigner.

The act specifies that approval from the NBA is required for:

Obtaining any biological resource occurring in India or •knowledge associated with it for research or commercial utilization or for bio-survey and bio-utilization;Transferring results of research relating to any biological •resources occurring in, or obtained from India for monetary consideration or otherwise;Filing an application for protection of intellectual •property (IP) rights in or outside India if the invention is based on any research or information on a biological resource obtained from India. However, NBA approval is not required when the IP rights sought relate to plant varieties, as a separate regulatory authority – the Protection of Plant Varieties and Farmers’ Rights Authority – monitors the grant of plant variety protection.

Under section 55, any person or entity who contra-venes, or attempts to contravene, the act with regard to the permissions required from the NBA (under sec-tions 3, 4 or 6) shall be punishable with imprisonment for a term which may extend to five years or with a fine which may extend to `1 million (US$15,000), and where the damage caused exceeds `1 million the fine may be commensurate with the damage caused, or with both. For contraventions and attempts to contravene or for

The Convention on Biological Diversity (CBD) came into force on 29 December 1993. It has been acceded to by 196 countries, including India, and was inspired by the global community’s growing commitment to sus-tainable development. The CBD was seen as a big step forward for the conservation of biodiversity as well as the fair and equitable sharing of benefits arising from the use of genetic resources.

Two protocols supplement the CBD to further safe-guard biodiversity and its sustainable use. They are:

The Cartagena Protocol on Biosafety, which aims •to ensure the safe handling, transport and use of living modified organisms resulting from modern biotechnology that may have adverse effects on biological diversity and human health. This protocol came into force on 11 September 2003.The Nagoya Protocol on Access to Genetic Resources •and the Fair and Equitable Sharing of Benefits Arising

from their Utilization. This international agreement came into force on 12 October 2014.Another important legal instrument in the area of food

and agriculture and the sustainable use of plant genetic resources is the International Treaty on Plant Genetic Resources for Food and Agriculture (ITPGRFA), which came into effect on 29 June 2004. The ITPGRFA aims to recognize the contribution of farmers to the diversity of crops that sustain the world; establish a global system to provide farmers, plant breeders and scientists with access to plant genetic materials; and ensure that the recipients of these genetic materials share benefits derived from their use with the countries where they originated.

The ITPGRFA also established a multilateral system of access and benefit sharing for 64 of the world’s most important crops in an effort to facilitate plant germplasm exchanges and benefit sharing through the process of a standard material transfer agreement.

Robust foundationsA look at the international agreements for the protection of biodiversity

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abetting the contravention of provisions with regard to the state biodiversity boards (under section 7 or 24(2)) the penalty is imprisonment for a term up to three years or a fine up to `500,000, or both.

Benefit sharing

Section 7 of the act states that a company, association or organization that is registered in India has to inform a state biodiversity board before obtaining any biologi-cal resource for commercial use or for bio-survey and bio-utilization for commercial use. After receiving the information, the board may prohibit or restrict activity that it believes is detrimental or contrary to the objectives of conservation and sustainable use of biodiversity or equi-table sharing of benefits.

When an application to use biological resources is approved, the act requires the NBA or state biodiversity board concerned to secure equitable sharing of benefits arising out of the use of the resources. This is to be done in accordance with mutually agreed terms and conditions between the applicant, local bodies concerned and the benefit claimers.

As per section 21 of the act, benefit sharing arrange-ments are not limited to monetary arrangements, but could include the grant of joint ownership of IP rights, transfer of technology, establishment of production and research and development units in areas where they will improve living standards for benefit claimers, and setting up of a venture capital fund to aid the cause of benefit claimers.

The provisions of the act do not apply to: Local people and the community in the area in question, •in order to ensure free access to biological resources within India;“Growers and cultivators of biodiversity” and • vaids and hakims (indigenous doctors); Collaborative research through government-sponsored •or government-approved institutions, subject to overall policy guidelines and approval of the central government; Biological resources that are normally traded as •commodities and that have been notified under section 40 of the act. This exemption applies only so far as the biological resources are used as commodities and for no other purpose. A list of 190 biological resources that are exempt under this provision was notified by the government on 26 October 2009. A recent draft notification, which solicits comments from the public, expands this list to 426 species.

Recent developments

The implementation of the act has triggered concerns about its impact on research and development in the agri-cultural sector. In response to these concerns, the gov-ernment late last year issued the Guidelines on Access to Biological Resources and Associated Knowledge and Benefits Sharing Regulations, 2014. The regulations came into effect from 21 November 2014, and outline ben-efit sharing procedures for access and use of biological resources. The guidelines were issued in pursuance of the government’s obligations under the Nagoya Protocol (for details see Robust foundations, page 28).

In a further response, as well as in fulfilment of India’s

obligations under the International Treaty on Plant Genetic Resources for Food and Agriculture (ITPGRFA), the govern-ment issued a notification on 17 December 2014, declar-ing that the Department of Agriculture and Cooperation may from time to time specify crops that would be exempt from sections 3 and 4 of the act.

The crops specified are to be from those listed in annex I of the ITPGRFA and would be exempted for the purpose of utilization and conservation for research, breeding and training for food and agriculture, provided that such pur-poses do not include chemical, pharmaceutical and/or other non-food or feed industrial uses.

The December 2014 notification was followed up with an office memorandum dated 16 February 2015, notify-ing 64 crops. This was welcomed by commentators and is expected to encourage research and development in agriculture.

Ambiguities abound

Despite these initiatives and the progress that has been made by the government to simplify the regulatory mechanism, stakeholders are concerned about ambigui-ties that persist in the interpretation and implementation of the act, including uncertainty over definitions of terms used.

The prevailing view is that the act did not intend to include agricultural products that are used commercially, such as plants or parts of plants including seeds, flowers, fruits and vegetables. Commercial utilization, as defined in section 2(f) the act, explicitly excludes “conventional breeding or traditional practices in use in any agriculture, horticulture, poultry, dairy farming, animal husbandry or bee keeping”.

As the definition of commercial utilization expressly states that it does not include “conventional breeding”, it had been assumed that conventional breeding activities would not require the prior approval of the NBA. This was also the position taken by the NBA according to a notice it published in the Times of India on 28 July 2013. However, some developments suggest that conventional breeding as understood by industry may differ from the regulator’s interpretation of it.

Similarly, there is uncertainty about the term “nor-mally traded as commodities” used in section 40. A list of commodities exempted under this section has been notified but what is the definition of an item that is nor-mally traded? Would all parts of an exempted species, including its seeds, be exempt if they are traded as commodities?

Also, how is the term “occurring in India” used in sec-tion 3(1) to be interpreted? Would a germplasm that origi-nated in India but was later cross-bred with germplasms from different countries still “occur in India”? Clarifications are urgently needed to maintain the pace of research and development.

Nations across the world face a tough balancing act as they seek to preserve biodiversity while continuing to encourage research and innovation. Solutions must be found if the growing demand for food and sustenance is to be met. g

Sanjit Kaur Batra is a senior counsel and legal manager at Dupont India.

Vantage point Opinion


I n jurisprudence, jurisdiction is not only infallible but also undeniable. Exploiting loopholes to bypass a statutory jurisdiction and seek out an inappropriate but convenient

jurisdiction is dubious. A recent epidemic of painting complaints in the com-

mercial arena as acts of criminality, and thereby invoking the jurisdiction of criminal courts in civil disputes, has to be recognized for what it is: a coercive measure to blackmail and extract relief. Yet it is appalling that neither the courts nor the law enforcement agencies see it this way.

A summons issued recently to a senior executive of Samsung by a Ghaziabad court, the arrest of Amway India CEO William Scott Pinckney in Andhra Pradesh, the arrest of Thiess India CEO Raman Srikanth, even while an international arbitration was underway, are all cases in point. Deceitful litigation strategies adopted with the aid of Machiavellian legal counsel have no place in a jurisdiction where there is the rule of law and it’s time such practices are curbed with an iron hand.

A court’s power or authority to admit, hear and judge cases depends on whether it has jurisdiction, which is not an over-the-counter commodity that one can shop around for. Jurisdictional discipline is sacrosanct for justice to be done and seen to be done.

When civil disputes are presented as criminal complaints, the equilibrium of a level playing field is lost if courts fail to correct the anomaly right away. Typically a first information report is filed with the police, by invoking sections 420 and 120(B) of the Indian Penal Code and section 160 of the Code of Criminal Procedure, which in effect prompts the police to summon the accused.

Section 420 codifies the law relating to cheating and can be made to include even common breaches of commercial contracts where no intent of cheating is made out. This is despite the law being clear that mere breach of a contract cannot trigger criminal prosecution under section 420, unless fraudulent or dishonest intention is shown when the offence was said to have been committed.

Even when an upright police officer refuses to oblige, it is possible to file a private complaint with a magistrate under section 200 of the Code of Criminal Procedure. The magistrate then orders an investigation by the police under section 156(3) of the code, which achieves the same result as described above.

Magistrates are duty bound to examine a complainant – to establish whether a complaint is frivolous or vexatious – even when the facts are set out in the written complaint. However, magistrates are typically short on time and so admit all complaints and investigations happen as a matter

of routine. As law enforcement officers have a lot of discre-tionary powers, the scope for abuse of power is wide if the parties involved are not upright. When law enforcement is deliberately steered into a wrong lane, any correction can occur only at a much later stage of the proceedings. In the meanwhile, a wrongly accused person suffers irreparable and untold agony.

Crucially, the accused has to choose between appearing before a magistrate or, if there is a fear of outright rejection and arrest, petitioning a high court under section 482 of the Code of Criminal Procedure. Arrest can be particularly embarrassing for company directors, as a series of compli-ance-related triggers in various regulations come into play if this happens.

The reaction to petitions under section 482 from the vari-ous high courts and the Supreme Court has been mixed. While one view is that the high court’s powers under the section have to be exercised with great caution and should not be used to stifle prosecution, another view is that a high court must exercise its powers under section 482, or its powers of judicial review in criminal matters under article 226 of the constitution, either to prevent abuse of any proc-ess of the court or otherwise secure the ends of justice.

The courts in many cases have quashed criminal pro-ceedings that would merely result in a person’s harassment. Yet respite seems to come long after the complainant’s evil designs have been achieved or after the accused has been made to wrongfully face the vigour of law. A classic case of justice delayed and justice denied.

Louis D Brandeis famously said: “If we desire respect for the law, we must first make the law respectable.” This requires the efforts not only of lawmakers and law enforc-ers but also individuals and their legal counsel. The need to address the menace of criminalization of commercial disputes, to save the integrity of our justice system, has never been more urgent.

Creating a favourable investment climate is not just about delivering speeches from a policy pedestal. The focus needs to be on creating a reliable and predictable environ-ment, anchored by the rule of law. What purpose does it serve to build a façade of such an environment when the ground below your feet is a sinking swamp? Any compla-cency in finding a cure for the plague of witch-hunts that are currently being carried out within the justice system will undermine the robustness of the rule of law in India. g

Questionable litigation strategies are tearing at the fabric of India’s justice delivery apparatus, argues PM Devaiah of Everstone Capital

Criminalizing civil disputes

PM Devaiah is a partner and general counsel with Everstone Capital. The opinions and views expressed in this article are personal.

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July/August 2015

C ryptocurrencies such as bitcoin aim to accelerate the process of integrating people into a cashless society. Bitcoin, a predominantly libertarian ideology

which is also attracting capitalists, seeks to do away with financial institutions acting as intermediaries for financial services that should remain free to access and operate.

This article explores the technical aspects of bitcoins in a non-technical manner as well as the relevant taxation and regulatory challenges governments face. The article examines: (a) how regulators in Singapore and the US have formulated know your customer (KYC) and anti-money laundering (AML) guidelines for bitcoin businesses; and (b)

the taxation policy of Singapore’s Inland Revenue Authority for bitcoin businesses. Based on policies in these coun-tries, possible KYC/AML guidelines and taxation strategies for bitcoin users and businesses in India are proposed.

The origins of bitcoin

The bitcoin story began seven years ago with the publication of a paper titled “Bitcoin: A Peer-to-Peer Electronic Cash System” by Satoshi Nakamoto. Bitcoin is essentially a peer-to-peer digital currency based on cryptography. However, many countries have decided to

India needs to get to grips with the regulation of cryptocurrencies such as bitcoin. Chetan Tripathy and Roochi Tripathy explore the options

A bit of bother

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July/August 2015

treat bitcoins as a commodity rather than a currency.What began as a concept paper now has a market

capitalization of US$3 billion having inspired the rise of several start-ups and business opportunities. Strangely, Nakamoto’s existence is yet to be confirmed. Urban legend has it that Satoshi Nakamoto may be a pseudonym for a person or a group of people associated with the govern-ment of a particular nation.

Bitcoin aims to replace traditional currencies by provid-ing everyone with an effective online wallet. This wallet can be used to receive and send money without being limited by location or government. However, in order to mimic gold and its limited availability, Nakamoto limited production to 21 million bitcoins. At an average rate of production of one bitcoin every 10 minutes, it is estimated that all 21 million bitcoins will be available only by 2140.

Bitcoin relies on a peer-to-peer network that allows any-one with internet access to transfer electronic cash without a financial institution acting as an intermediary. There are several potential benefits to the use of such a cryptocur-rency including: (a) lower transaction costs, usually 1% of the entire transaction compared with 2-4% for a traditional bank transfer and more for inter-country transfers; (b) lower transaction time, bitcoins can be transferred within 10-60 minutes whereas traditional bank transfers can take up to 24 hours; and (c) financial inclusion by allowing users to instantly set up wallets to receive and send money espe-cially in jurisdictions where it is difficult and tedious to open accounts and expensive to transfer cash.

A bitcoin has no intrinsic legal value. It only provides an extrinsic de facto value should one choose to accept it. By eliminating the role of the government in what defines acceptable currency, modern governments may now face the difficult challenge of political power without absolute economic power.

As of this March it was estimated that there were approx-imately 14 million bitcoins in circulation, 6.6 million bitcoin wallets and 75,000 known merchants accepting bitcoins. Bitcoin’s growing influence in the world makes it imperative to understand the technicalities surrounding the cryptocur-rency before proceeding to legislate or enforce laws and regulations in relation to it.

Cryptography and bitcoins

Bitcoin’s creditability is strengthened by the fact that it builds on 20 years of research into cryptographic currencies and 40 years of research in cryptography. Cryptography is the art of using mathematics to encrypt and decrypt data. In 1975, Whitfield Diffie and Martin Hellman came up with public key cryptography, in which one formula (called a public key) would allow information to be encrypted and a second formula (called a private key) would allow the infor-mation to be decrypted. The public key would be known to everyone but the private key would be available only to the decrypting party. This is the basic premise of bitcoin as a cryptographic currency. (For more on how bitcoin works, see A cashless ecosystem, page 36.)

Since the internet is largely unregulated, it is not a secure medium of communication. Unless data transmitted online is encrypted, it may be accessed by users other than the intended ones. Nakamoto therefore created a system where internet users could transfer bitcoins to each other using cryptography, thereby ensuring that all bitcoin trans-actions were safe and could not be compromised.

Taxation and regulation

The first bitcoin transaction was recorded on 12 January 2009 between Nakamoto and Hal Finney. Even though there were several bitcoin transactions after that, it wasn’t until 2011 that regulators began paying attention to bitcoin and the first case relating to bitcoin was reported. A court in France held that a bitcoin exchange was to be deemed as a payment service provider and subject to oversight of France’s Prudential Supervisory Authority.

Globally, most regulators seem to have taken a wait-and-watch approach while issuing notices on the risks associated with the use of cryptocurrencies. In October 2012, the European Central Bank issued a report on virtual currency schemes which discussed the bitcoin system and provided a brief analysis of its legal status under existing EU legislation. In December 2013, the European Banking Authority (EBA) issued a warning to the public about the drawbacks of cryptocurrencies including bitcoin.

According to the EBA, unlike regulated banks, which protected their depositors, unregulated bitcoin platforms did not provide any legal protection. If such a platform shut down, depositors would likely lose all their money except for whatever they may be able to salvage contractually. Moreover, as bitcoin intermediaries were unregulated, authorities would be entitled to close such platforms with-out notice to their customers if they suspected the inter-mediary of allowing suspicious transactions.

In India, the Reserve Bank of India (RBI) is the primary regulator for legal tender and holds considerable power in determining the future of bitcoin in India. India’s Foreign Exchange Management Act, 1999, defines currency as “all currency notes, postal notes, postal orders, money orders, cheques, drafts, travellers cheques, letters of credit, bills of exchange and promissory notes, credit cards or such other similar instruments, as may be notified by the Reserve Bank”.

To the dismay of several bitcoin enthusiasts in India, the RBI issued a one-page public notice on 23 December 2013 addressed to “users, holders and traders of virtual curren-cies, including Bitcoins,” regarding the potential “financial, operational, legal, customer protection and security related risks that they are exposing themselves to”. Following the RBI’s public advisory, India’s then-largest bitcoin trading platform, BuySellBitCo.in, suspended its operations cit-ing the RBI’s notice. Three days after the advisory, India’s Enforcement Directorate raided the premises of the person in Ahmedabad who had hosted BuySellBitCo.in but did not make any arrests. Since then, Raghuram Rajan, the RBI’s governor, has only mentioned his appreciation for the ecosystem and insisted that the central bank would return with a robust response at the right time.

The relationship between cryptocurrencies and regula-tion is dicey. On the one hand, if governments regulate cryptocurrencies, their users will have little or no incentive to use them and would rather use legal tender. For exam-ple, in November 2014, Robocoin, a bitcoin ATM machine in the US, installed KYC and AML software and hardware on its machines, forcing users to verify their identities. Bitcoin users, who generally have strong views against regulation and any attempts to erode their right to privacy, immediately condemned the move and threatened not to use the machines. Hence, any regulation without the back-ing of the bitcoin community could make it ineffective.

On the other hand, if governments do not regulate

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cryptocurrencies, they expose themselves to several risks with the potential of disrupting the traditional world economy. Hence, it is important to have some certainty in regulation, making clear what is acceptable. This is the need of the hour and stakeholders must act before regula-tion is too late and futile.

To achieve a unified response at a global level, a model law could be drafted by an international agency such as UNIDROIT as a first step towards the integration of virtual currencies into the mainstream economy. While drafting such legislation, stakeholders should aim for a win-win strategy for the government and bitcoin users. Each regu-latory strategy will have strengths and weaknesses and its success will be contingent on individual legal, consti-tutional and cultural contexts. Initially, the model law must attempt to address the immediate issues surrounding bitcoin: (a) taxation and (b) ensuring compliance with KYC/AML regulations.

KYC and AML guidelines

The diagram below shows where bitcoins stand in com-parison to other financial transactions. While a cash trans-action is completely anonymous, bitcoin transactions are pseudo-anonymous (or pseudonymous) as bitcoin wallet IDs are recorded on a ledger.

The Silk Road case, US v Ulbricht (2015), has infamously become the model case for critics who are against bit-coins for their pseudonymous nature. Silk Road was an e-commerce portal established in 2011 on the dark web (websites invisible to ordinary users and only accessible using special software), which enabled its users to buy and sell illegal goods and services using bitcoins. Since the Silk Road could only be accessed on the dark web and transactions could be made using bitcoins, its user base was anonymous and bitcoin payments pseudonymous.

While investigating the case, US Federal Bureau of Investigation agents purchased illegal products such as drugs, malicious software and fraudulent identification documents on Silk Road to collect evidence against its owner, Ross William Ulbricht, and other sellers on Silk Road. Once the investigators started to join the dots, they

were able to shut down the website. In bringing Ulbricht to justice, the FBI also let out a secret – the Tor network used to access the dark web is not as anonymous as one would expect. But this also strengthened the case for advocates of bitcoin by demonstrating that bitcoins are only pseu-donymous in nature and those indulging in criminal activi-ties could be brought to justice.

Owing to the discovery of criminal enterprises built on the pseudonymous nature of bitcoin and other virtual currencies, the Financial Crimes Enforcement Network (FinCEN) under the US Department of the Treasury issued a binding guidance note on 18 March 2013 requiring per-sons administering or exchanging virtual currencies to register as money transmitters under rules applicable to money services businesses. As a money transmitter, the exchanging entity would be required to: (a) register with FinCEN; (b) conduct a comprehensive risk assessment of its exposure to money laundering; (c) implement an AML programme based on the risk assessment; and (d) comply with the record keeping, reporting and transaction moni-toring obligations set down by FinCEN.

In March 2014, the Monetary Authority of Singapore issued guidelines to address potential money laundering and terrorist financing risks associated with virtual cur-rencies such as bitcoin. The guidelines required interme-diaries who sold or bought bitcoins to verify the identities

of their customers and report suspicious transactions to the Suspicious Transaction Reporting Office. The move was largely wel-comed by intermediaries in Singapore as a reasonable measure to check for suspicious transactions.

Since it is unlikely that bitcoin will be treated as any form of currency in India, the RBI may not be able to regulate bitcoin exchanges under its guidelines for authorized money changers. This, however, does not mean that minimal KYC/AML guidelines cannot be extended to bitcoin exchanges. Section 12 of the Prevention of Money Laundering Act, 2002, requires every banking company, financial institution, intermediary and person carrying on a designated business or profes-sion to maintain a record of all transactions and the identity of its clients for 10 years. The term “person carrying on a designated business or profession” refers to activities associated with casinos or other activities which the government may designate from

time to time. As bitcoin integrates into the Indian economy, the Indian parliament may explore comprehensive legisla-tion or allow the RBI to regulate bitcoin exchanges and payment gateways.

Tax regimes

Bitcoins attract tax when: (a) a bitcoin is produced (or mined); (b) goods and services are purchased using bit-coins; or (c) bitcoins are exchanged for cash. Tax authori-ties have a choice between treating bitcoins either as a currency or commodity. The argument in favour of private currency is that the government should not control or intervene in the currency used by its citizens as long as citizens pay their taxes. If bitcoin was declared to be a capital asset, users would have to keep track of each

Source: https://coincenter.org

More privacy

Less privacy

Less anonymity

Moreanonymity

Public charitable gift

Campaign contribution

Cash/barter

Bitcoin

Credit/debit card

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bitcoin they bought and sold, whereas if it was treated as currency, users would be free to spend bitcoins and let businesses keep track of them in their company accounts.

Singapore provides a case study as it was one of the first countries to embrace bitcoin and prescribe a user-friendly bitcoin tax regime for compa-nies. Singapore treats bitcoins as a commodity rather than a currency. Any entity that enters into a bitcoin transac-tion must pay income tax (direct tax) and/or goods and services tax (indirect tax) to the Inland Revenue Authority of Singapore (IRAS), depending on the type of transaction.

For indirect tax purposes, the supply of bitcoins in return for the supply of goods and/or services is treated as a service and would attract the applica-ble GST on each supply at 7%.

Logically, entities such as bitcoin exchanges whose core business is to sell and buy bitcoins would also have to pay GST. Intermediaries working on a commission basis would have to pay GST on the commission they receive.

If a company purchases 100 bitcoins at S$1,000, it must pay S$70 GST to the seller. This is referred to as the “input tax”, which is to be claimed from IRAS. Subsequently, if the company sells 100 bitcoins to an individual at S$1,500, the company collects S$105 as GST. This is referred to as “output tax”, which is to be paid to IRAS. However, as money is both due to and due from IRAS, the company only pays the net amount, i.e. the difference between the output tax and the input tax, which in this case would be S$35. As seen in this example, GST is applicable only on the value added at each stage. By focusing on indirect taxes, the government of Singapore aims to keep income tax low for individuals (0-20%) and corporations (17%).

For direct tax purposes, if an entity is engaged in the sale of goods and services in exchange for bitcoins, income tax would be applicable on the profits. Such entities in Singapore would be required to record the monetary value of the bitcoins as well as the goods and services sold by them in exchange for the bitcoins, and record the differ-ence between both the values. In case of a profit, income tax would have to be paid by the profit-making entity.

The Indian government is yet to provide any views on the potential taxation of cryptocurrencies such as bitcoin in India. Hence, the initial days of bitcoin taxation in India are likely to be complicated and cumbersome.

India may follow the global trend of countries declaring bitcoins to be capital assets for the purposes of taxation. Any profit or gain arising from the transfer of a capital asset is taxed as a capital gain. “Transfer”, in relation to a capital asset, includes the sale, exchange or relinquish-ment of the asset. Hence, when goods and services are purchased using bitcoins or bitcoins are exchanged for cash at bitcoin exchanges, capital gains tax may be pay-able by calculating the difference between the value of bit-coins on the date of purchase and sale, with the duration of ownership determining the rate of taxation.

Bitcoin users, commonly known as miners, on the other hand, should be allowed to pay income tax under the head

“income from business or profession”. This would allow businesses investing in infrastructure and resources to take advantage of tax benefits offered to other businesses. Business income must be calculated by taking the value of the bitcoin on the day it is mined and not on the day it is reported to the tax authorities. Since bitcoins are not currently quoted against the Indian rupee, businesses will have to peg their value to the US dollar and then convert back to rupees. The challenge here for both businesses and the income tax authorities would be to keep track of the mined bitcoins and their price on the day they are mined.

Lastly, in India, the central government imposes indi-rect tax for all inter-state trade and commerce under the Central Sales Tax Act, 1956. Most state governments have shifted to taxation at source and impose value-added tax for all intra-state trade and commerce under their state legislation. Whether these governments choose to impose indirect tax when bitcoins are used to purchase goods depends on whether the applicable legislation allows for the payment of such goods using commodities such as bitcoins.

While the Central Sales Tax Act allows for the payment of goods in cash, deferred payment or other valuable consideration, the Supreme Court of India in the case of Devi Das Gopal Krishna and Others v State of Punjab held that the expression “valuable consideration” under the Punjab General Sales Tax Act, 1948, which has now been repealed, took colour from the preceding expression “cash or deferred payment” and therefore the consideration for sale can only mean some other monetary payment in the nature of cash or deferred payment and would not include a transaction in the nature of barter.

Ban or embrace?

Bitcoin has been, or is in the process of being, banned by various countries for wide-ranging reasons. Some in Russia view it as a CIA conspiracy while countries such as Ecuador sought to promote alternative state-sanctioned

Bitcoin pioneer: Singapore was one of the first countries to embrace bitcoin and introduce a user-friendly tax regime for the currency.

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and regulated cryptocurrencies. Like any other peer-to-peer network, there are concerns over the use and misuse of the bitcoin network. And while the use of cryptocurren-cies such as bitcoin cannot be advocated on the current premise, India loses a significant opportunity by remaining silent because integrating virtual currencies could help the country progress towards a cashless society, a vision advocated by Finance Minister Arun Jaitly.

No law or regulation can be in absolute control of reality. In the words of political scientist Francis Fukuyama: “No regulatory regime is ever fully leak-proof, and if one selects a sufficiently long time frame, most technologies end up getting developed eventually. But this misses the point of social regulation. No law is ever fully enforceable. Every country makes murder a crime and attaches severe penal-ties to homicide, and yet murders nonetheless occur. The fact that they do has never been a reason for giving up on the law or on attempts to enforce it.”

Keeping in mind Prime Minister Narendra Modi’s pledge to make India the best place to do business, it is impera-tive that stakeholders claim ownership, embrace technol-ogy and address associated risks. Instead of remaining silent observers, the RBI, Income Tax Department and other stakeholders must begin implementing measures to encourage the development and use of cryptocurrencies.

For starters, the RBI must issue guidance in the follow-ing areas: (a) establishment, registration and reporting

requirements for bitcoin exchanges; and (b) AML/KYC requirements to be followed by bitcoin exchanges. It is important that the RBI has strict reporting guidelines for exchanges to prevent them from failing and causing losses to bitcoin users.

Taking into account global taxation trends, the Income Tax Department is likely to declare bitcoins as property attracting capital gains tax. Any tax circular should include specific guidance for both individuals and companies who may be buyers, sellers, miners or even exchanges.

Cryptocurrencies such as bitcoin present an excellent opportunity to promote financial inclusiveness and build a cashless economy. And like any emerging technology, they require the support of all stakeholders, including governments around the world. So even though we may not completely appreciate the opportunities that bitcoins present, it is important to evaluate them holistically rather than providing knee-jerk reactions based on incomplete empirical data. g

Chetan Tripathy works in the corporate legal group at ICICI Bank and specializes in hedging, securitization and fundrais-ing. Roochi Tripathy previously worked in ICICI’s corporate legal group and is now a freelance lawyer in Mumbai. The authors would like to thank Aditi Sharma, Aravind NV and Tahir Ashraf Siddiqui for their valuable feedback.

Each bitcoin user is provided with an online wallet. Each wallet has an account number which is public, unique and is assigned to only one user. The account number is the cryptographic public key assigned to the wallet. The public key is 34 characters long and a total of 2160 unique addresses can be generated. The addresses are used to identify the receiver or the sender. To send bitcoins from one wallet to another, the sender only requires the wallet address of the receiver.

Each bitcoin wallet also stores a ledger. The ledger or block chain is a file that stores the details of all bitcoin transactions. Because each bitcoin wallet stores the updated ledger, there is no need for a central authority to track each transaction. Since a copy of the ledger is stored in each bitcoin wallet, if anyone intended to mod-ify the ledger, they would have to change it for each and every user. Compare this with a bank, where hackers could compromise the main server and alter all records with a single keystroke.

Before the ledger is updated, each transaction has to be verified to ensure that the transfer request is genuine and that the sender has bitcoins available. Instead of an automated process, bitcoin users commonly known as miners verify the authenticity of each transaction. Every bitcoin payment instruction has a unique digital signa-ture created using a private key which cannot be copied or reused. Using the public key available, bitcoin min-ers use their computer’s processing power to verify the

authenticity of each instruction. This involves solving a complex mathematical problem. Once the miner solves the mathematical problem, thus verifying the transac-tion, the problems generated by the code in the future get further complicated.

Upon verification, the ledger for each user is updated. And to reward the miner for using his or her computer resources to verify the transaction, a new bitcoin is generated and each miner receives such bitcoins as rewards. Since the mathematical problems, even at their current difficulty level, require gigantic processing power to solve them, it is unlikely that one miner would be able to secure all the bitcoins, thereby ensuring the supply diversification of bitcoins among miners. Hence, each bitcoin requires a certain amount of processing power and electricity to be generated. And as the mathematical problems increase in difficulty, better and faster proces-sors will be required.

One may ask why bitcoins weren’t designed to auto-matically verify each transaction and thus eliminate the need for user verification. The reason lies in decentrali-zation. Since no single server controls bitcoins, there is no dedicated server to authenticate each transaction. Hence, verification by bitcoin miners serves two pur-poses: (a) verify each transaction in a decentralized manner eliminating the need for a central bank; and (b) create bitcoins and distribute them to as many different miners as possible.

A cashless ecosystemHow do bitcoin transactions work?

Legal market Intelligence report


India Business Law Directory

- 2015 -

India Business Law Journal presents its annual report on the state of play in India’s legal market, accompanied by an essential directory of more than

50 of the country’s leading commercial law firms

Legal market report: page 38Law firm directory: page 43

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July/August 2015

In July 2012, Shardul Shroff, then the New Delhi-based managing partner of Amarchand Mangaldas, said the firm’s plans to grow to 1,000 lawyers by its centenary in 2017 would not be easy to realize. The firm had expanded to around 550 lawyers from 80

over the previous 15 years and speaking to India Business Law Journal, Shroff said that he and his brother Cyril were “trying to create an institution … We are no longer asking ourselves a question of why are we doing it. We just are driven to do it. It’s an internal challenge, a mental chal-lenge, like playing chess.”

Big is beautiful

Fast-forward three years and the game of chess continues, although the implosion of Amarchand Mangaldas has meant that plans to make it an institution have fallen by the wayside. Now the Shroff brothers are pitted against each other as they build separate firms, Shardul Amarchand Mangaldas & Co (SAM) and Cyril Amarchand Mangaldas (CAM). India’s legal community has been watching and some are concerned.

“Big has become beautiful for many, who are in the race for the biggest number of attorneys – mostly for non-com-mercial reasons,” remarks Berjis Desai, managing partner of J Sagar Associates, who sees the “churning” in the market triggered by the Shroff brothers’ parting of ways as a challenge. Desai adds that an overall fall in productivity is inevitable as “the manner in which new hires are taking place is disproportionate to the work available, so quite a few of them would be sitting on the bench”.

Price wars

The apparent mismatch between the work available and the number of lawyers and law firms chasing after it is a chal-lenge for firms of all sizes. For despite expectations of an

economic revival following the election of the Narendra Modi government, corporate lawyers across India are yet to see a substantial pickup.

As NS Nappinai, a Mumbai-based IP lawyer, puts it, the “general sluggishness in the market” is reflected in work refer-rals and recoveries.

Mahesh Madan Bhat at MMB Legal, an 11-lawyer Bangalore-based firm, reports that maintaining client rela-tionships has been a challenge as clients have been facing “severe cash flow problems”, which in turn affect the firm’s invoice clearance timelines.

Add to this the fact that many large and mid-size compa-nies have built up strong in-house capabilities and hire out-side counsel only when a particular matter cannot be handled in-house. This is the case even in areas such as intellectual property, according to Manisha Singh, a New-Delhi based partner at LexOrbis, a 42-lawyer IP boutique. “Some clients who had one legal professional in the company a few years back now have teams of over 40-50 IP lawyers,” she says. Big has become beautiful for

many, who are in the race for the biggest number of attorneys – mostly for non-commercial reasonsBerjis DesaiManaging PartnerJ Sagar Associates

There is a price war out in the marketRohan ShahManaging PartnerEconomic Laws Practice

When we lose out to the larger firms on account of the fees, ... that becomes an added challengeAbhishek DuttaManaging PartnerAureus Law Partners

With India gearing up for the entry of foreign law firms, Rebecca Abraham checks the pulse of the market

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All of this has triggered a steep decline in legal fees, which has resulted in the larger firms agreeing to fees in some areas that are a fifth of what they would have previously charged.

“There is a price war out in the market,” says Rohan Shah, managing partner of Economic Laws Practice, adding that the fees being quoted today would have been “unthinkable” two to three years ago.

Desai at J Sagar Associates puts it even more bluntly: “The idea is to grab work and also to starve the other fellow ... there is a lot of undercutting.”

The undercutting appears to be affecting the market. Until only two or three years ago small and mid-size firms could draw in clients with offers of both competitive fees and greater partner involvement. But with clients in India being well known to gravitate towards service providers that quote the lowest fees, the firms with the deeper pockets are beating out the others.

“If the top tier firms are using a pricing strategy by which they are competing not only with us but somebody below us then it becomes difficult,” says Rajesh Begur, managing partner of ARA Law, a 20-lawyer firm with offices in Mumbai and Bangalore, which he describes as “probably a tier three or tier four” firm.

Abhishek Dutta, founder and managing partner of Aureus Law Partners, a year-and-a-half-old New Delhi firm that spe-cializes in tax advisory, echoes similar sentiments. “When we lose out to the larger firms on account of the fees, then that becomes an added challenge,” says Dutta.

As is to be expected, the downward slide in fees has emboldened clients. They have “turned into great negotiators as far as legal fees” are concerned, laments Bhumesh Verma, a partner at DGS Associates, a 15-lawyer New Delhi-based firm.

With lower fees comes pressure to reduce costs, which can be a problem for larger firms too. Ashwin Julka, managing partner of Remfry & Sagar, an 80-lawyer IP firm that routinely serves high-value clients, says: “Adjusting costs is challeng-ing particularly as there can be no compromise on the supe-rior quality of service that we are known for.”

Is there an end in sight? Probably not. For as Kunal Thakore, who heads the capital markets practice at Mumbai-

based Talwar Thakore and Associates, says, the pressure on fees is expected to get worse as firms “continue to push hard for greater market share”.

Good lawyers in short supply

A further challenge is the shortage of lawyers who can deliver quality work. This is not new as even in the pre-finan-cial crisis days when fees were rarely challenged, lawyers with the requisite expertise were few and far between. But the problem appears to have got worse recently. Why is that so?

Some lawyers cite the hiring frenzy surrounding the setting up of SAM and CAM, which has skewed salary expectations, if only temporarily. Others – including Shuva Mandal, Bangalore-based managing partner of Fox Mandal & Associates – say their hiring problems have intensified because the expected entry of foreign law firms is prompting Indian firms to beef up their expertise. Mandal calls it a “war for talent”.

Hiring doesn’t seem to be too much of a problem for Luthra & Luthra. Mohit Saraf, senior partner at the 270-lawyer firm, says the firm has hired “almost 70 lawyers” in the past eight

Adjusting costs is challenging particularly as there can be no compromise on the superior quality of service that we are known forAshwin JulkaManaging PartnerRemfry & Sagar

We don’t have the bandwidth to take extra work, we are that busyMohit SarafSenior PartnerLuthra & Luthra

It’s all about healthy competition and about retaining good talent … people are constantly looking for better opportunitiesRuchi Khatlawala PandyaPartnerLittle & Co

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months. “We don’t have the bandwidth to take extra work, we are that busy,” says Saraf.

Attracting and retaining quality lawyers may pose particular problems at long-established firms such as Little & Co, which partner Ruchi Khatlawala Pandya describes as “a very con-ventional but very straightforward law firm that believes in

principles which are apparently a bit different from what the new law firms follow”. Describing the market as “competi-tive”, she says that the working style and outlook of younger lawyers can be different from that of lawyers at firms such as hers and finding the right person is important. “It’s all about healthy competition and about retaining good talent … people

The challenge is to recruit and retain good people at a cost that matches what they bring to the table Sakate KhaitanSenior PartnerKhaitan Legal Associates

[While] people have become portable, there is little understanding of the concept of portability of practicesPriti SuriFounder PartnerPSA

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are constantly looking for better opportunities.”Gunjan Paharia, managing partner at ZeusIP, says that

while the paucity of talent is not new the difference now is the “impatience levels” in the new lawyers. “They like to jump all the time to greener pastures.”

“It is fundamental to be aware of … the gamut of work opportunities available in today’s day and age” remarks Abhay Nevagi, managing partner of Abhay Nevagi & Associates, a 26-lawyer firm based in Pune.

Priti Suri, founder partner of PSA, believes that the prob-lems associated with attrition are deep rooted. She says that while increasingly “people have become portable, there is little understanding of the concept of portability of practices or even how to develop a practice” and until this is addressed the future looks unsettled.

For Sakate Khaitan, senior partner at Khaitan Legal Associates, a 25-lawyer firm which he founded in September 2014, “the challenge is to recruit and retain good people at a cost that matches what they bring to the table”. And that appears to be the crux of the matter, as although there is no shortage of lawyers in India the challenge continues to be one of finding expertise at the right cost.

Specializations on the increase

Another factor in the market is the steadily increasing rec-ognition of the importance of sector and subject specialist lawyers. This is an important turnaround as until quite recently most lawyers took pride in their all-round abilities and few would admit to lacking expertise in any area.

Promod Nair, founder of Arista Chambers, a one-year-old dispute resolution practice, believes that clients “are increas-ingly mixing and matching their legal service providers in the search for the best possible talent rather than going to a single law firm for one-stop-shop legal assistance”.

Similarly, Anup S Shah, managing partner of a real estate boutique with offices in Bangalore and Chennai, believes that having “super specialized” lawyers as part of a team is vital for the success of a firm.

The larger firms have long understood this and regularly hire experienced sector specialists. Unusually for the market, Khaitan & Co, which has 400 lawyers across four offices, has also made lateral hires of high-profile non-lawyers to help it get ahead of the pack. Gautam Chemburkar, a former partner at KPMG India, was taken on recently to help with strategy.

Rajesh Begur, managing partner of ARA Law: “It is not as if there are hordes of them waiting in the wings to enter. This will be a gradual process depending upon the needs of the clients and industry. It would be interesting to see how foreign law firms deal with the price sensitiv-ity of Indian clients.”Shardul Shroff, executive chairman of Shardul Amarchand Mangaldas & Co: “The Indian bar has to be safeguarded and Indian law firms should have reciprocal rights to render legal advice across other jurisdictions. The government should urgently consider opening mar-keting of Indian law firms through websites, brochures and advertisements, as the current regime is highly restrictive.”Santhosh Mathew, partner at Ninan & Mathew: “Why should we feel threatened about entry of foreign law firms? … Why shouldn’t the young lawyers in our country also get a real taste of the international legal market?”Shrikant Hathi, partner at Brus Chambers: “Foreign law firm should enter only if Indian law firms are allowed to set up law firms in their country. There should be reci-procity and not a free piggy ride.”Payal Chawla, founding partner of JusContractus: “I think if foreign law firms came … the profession would begin to be driven by merit and fees would start getting benchmarked.”Zulfiquar Memon, managing partner of MZM Legal: “I think it will be a good development and will bring out the best in us.”Aditya Tiwari, partner at New Delhi Law Offices: “The firm is open to utilize the reciprocity that would be

allowed to Indian lawyers to practise abroad if entry of foreign lawyers is permitted.”Freddy Daruwala, partner at Nasikwala Law Office: “I am indifferent to their entry although I feel that talent will be at a further premium due to their entry.”Tahera Mandviwala, partner at TDT Legal: “It is the natural progression for further growth of the Indian legal market.”Ashok Ram Kumar, senior partner at IP Markets: “My opinion is that foreign firms cannot survive for long in India for various factors.”Ramanand Mundkur, partner at Mundkur Law Partners: “If it helps clients get better service, and if it helps with more rational regulation of the practice of law, it would be a good thing.”Vineetha MG, partner at Samvad Partners: “There is a need to liberalize the legal profession internally as well, so as to create a level playing field before the foreign firms are allowed to enter and practise in India.”Jaya, founder and chairperson of SiebenIP: “It may not be a cakewalk for foreign law firms to survive in India for many known practical reasons, notwithstanding the fact that they may offer high quality service.”Ranjeev Dubey, managing partner of N South: “Any imagery of bloodthirsty foreign lawyers swinging their intel-lectual axes decimating local law firms is not credible … What’s not to like about the arrival of foreign law firms?”Ranji Dua, managing partner of Dua Associates: “It would be healthy to allow foreign law firms a phased entry into India provided the regulatory framework is clearly in place with timeframes for the phases contemplated.”

When and no longer ifWith the entry of foreign law firms likely to happen sooner rather than later,

what is going through the minds of Indian lawyers?

Intelligence report


Legal market

July/August 2015

“Sector and domain specialization is clearly emerging as a key theme,” says Rabindra Jhunjhunwala, a Mumbai-based partner at Khaitan & Co.

Clients pushing for change

Rajat Sethi, a partner at S&R Associates, a 55-lawyer firm, highlights another trend – “the modernization of law firm structures in line with international practices”. This has been prompted by the evolving expectations of Indian clients who continue to expand their global presence.

Law firms across India are also increasing their use of tech-nology. Aaron Solomon, managing partner of Solomon & Co, sees this is as a “necessary development” as “many clients are more technologically advanced than most law firms”.

Similarly, Kirit Javali at New Delhi-based Jafa & Javali says technology is an area where law firms are being forced “to adapt or face extinction”, while Sunita Sreedharan at SKS Law Associates, a specialist IP firm, sees keeping the team “in sync with the new developments in the technology space” as a challenge.

SS Rana & Co, a 30-lawyer IP boutique, reports that it is setting up systems to improve information security in all its processes and that it has recently received ISO 27001:2013 certification for this.

Another emerging trend is the consolidation of law firms – the split of Amarchand Mangaldas being a high-profile excep-tion. After several years when entrepreneurial lawyers peeled off from larger firms to set up on their own, there have been several mergers or acquisitions of small firms by larger firms.

A recent example is the merger in January of V Law Partners, a seven-lawyer Mumbai-based firm headed by Vivek Daswaney, with DH Law Associates. Daswaney says V Law Partners had been grappling with the challenges of keeping pace with clients’ expanding legal needs. “My clients had grown manifold during the six years I was running V Law Partners. There was a demand from within to grow in num-bers and practice areas,” he says, explaining that the syner-gies from the merger seemed right as there was little overlap in practice areas.

Aseem Chawla, managing partner of MPC Legal, a 14-law-yer tax boutique, expresses similar sentiments when he refers to “the invariable comparison” with a big law firm. “To have an infrastructure and bench strength, which are normally associ-ated with a large firm, has been our hindrance”, he says.

“The attempts of mergers between the law firms are good signs for the growth of Indian law firms,” remarks Lalit Bhasin, managing partner of Bhasin & Co and president of the Society of Indian Law Firms (SILF).

The evolution of lawyers and law firms across India is testa-ment to the persuasive power and strength of their clients. In addition, some clients are challenging the status quo by bypassing India’s corporate law firms. While the Advocates Act, 1961, says that legal advice can only be provided by law-yers in reality India’s law firms face competition from company secretaries and chartered accountants.

Law firm groups such as SILF have been working to highlight and curb this problem. But that such turf bat-tles are happening points to the overall instability in the market. Will the entry of foreign law firms add to this instability? g

The attempts of mergers between the law firms are good signs for the growth of Indian law firms Lalit BhasinManaging PartnerBhasin & Co

Sector and domain specialization is clearly emerging as a key theme Rabindra JhunjhunwalaPartnerKhaitan & Co

To have an infrastructure and bench strength, which are normally associated with a large firm, has been our hindranceAseem ChawlaManaging PartnerMPC Legal

Intelligence report



July/August 2015

ANA Law GroupEstablished in 2011

Number of partners: • 1Number of associates: • 12Principal office: • Mumbai

Key practice areas

Corporate & commercial, banking & restructuring, intellectual property, employment & HR, telecommunications, information technology, data protection & privacy, media, gaming, licensing, outsourcing, antitrust & competition, real property, dispute resolution, clinical trials, retail & distribution, food, beverages, packaging and labelling. Our services

ANA Law Group is a full-service law firm based in Mumbai, with a team of internationally qualified, experienced, talented and committed professionals with broad industry knowledge and specialization across a wide spectrum of laws. Founded on traditional values, coupled with prominent cross-border exposure, a solution-oriented approach and international quality services, the firm provides significant value to clients’ businesses. We combine personal attention with commercial expertise in providing speedy, clear, practical and straightforward advice. The firm has a multi-city presence through associates which makes the functioning seamless on national projects.

Contact us

Indiabulls Finance CentreTower-2, 11th Floor, 1103

Elphinstone RoadMumbai – 400 013, India

Telephone+91 22 6112 8484

Fax+91 22 6112 8485

[email protected]

ContactMr Anoop Narayanan

www.anaassociates.com

Anand and AnandEstablished in 1979, but with a lineage of practice dating back to 1923

Number of partners: • 21Number of associates: • 90+Principal offices: • New Delhi, NoidaOther offices: • Chennai, Mumbai

Key practice areas

Patents, designs, litigation & dispute resolution, trademarks, copyright, antitrust & competition, compliance & regulatory, agreements, commercial exploitation of IP licensing and franchising law, tax law on IP matters, pack-aging law, advertising law, custom recordal & enforcement, domain name disputes, investigations, sports law, and media & entertainment law. Our services

Anand and Anand is at the forefront of contentious IP litigation and trademark and patent prosecution. It advises on all aspects of IP law as well as geo-graphical indications; contractual and commercial IP; conveyancing; charac-ter merchandising; personality rights; libel and privacy law; brand acquisitions; advertising law; competition and consumer law; border control measures; domain names; internet law; technology transfers; IP audits and valuation; IP leveraging; IP mortgage/pledging; VC and idea incubation; pre-IPO audits of IP rights and compliances; and obtaining government approvals.

Contact us

New DelhiB-41, Nizamuddin EastNew Delhi – 110 013

Tel: + 91 120 405 9300Fax: + 91 120 424 3056 / 058

ContactsPravin Anand Safir Anand Debjit Gupta Binny Kalra

Archana Shanker

[email protected]

Websitewww.anandandanand.com

Intelligence report



July/August 2015

ARA LAW Established in 1996

Number of partners: • 4Number of associates: • 15Principal office: • MumbaiOther office:• Bengaluru

Key practice areas

Private equity/venture capital: ARA LAW advises leading offshore and domestic private equity and venture capital funds and fund of funds on a broad array of issues spanning the entire private equity fund cycle, transac-tions relating to growth capital, take-private, mezzanine, venture capital, tender-offers and general commercial issues.Mergers and acquisitions: ARA LAW advises on structuring domestic and cross border acquisitions and divestments, takeovers, joint ventures, entry and exit strategy, business restructurings, leveraged buyouts, spinoffs, gen-eral commercial and antitrust issues, etc. Alternative investment funds: ARA LAW advises registered and unregis-tered AIF sponsors, limited partners, general partners, investment advisers, investment managers and individual investors on all matters relating to the formation, structuring, carry, documentation and investment strategies of various types of domestic and offshore AIFs. TMT: ARA LAW advises leading technology companies, marketplaces, television broadcasters, content owners, media companies and telecom providers on structuring, licensing, issues and agreements relating to tech-nology transfer, broadcasting, telecom infrastructure, IPR, data protection, privacy issues, etc. Capital markets: ARA LAW advises leading corporates, PE funds, asset management companies, portfolio managers and investment banks on complex and innovative domestic and cross-border equity and debt prod-ucts, including structured securities.Banking and finance: ARA LAW advises leading corporates, international banks, financial institutions, asset management companies, broking houses and investment bankers on transactions covering project finance, debt restructuring, securitizations, ISDAs, derivative trading, etc.Real estate: ARA LAW advises several leading real estate funds, institu-tional investors, HNIs, NRIs, developers and other service providers on real estate corporate finance, tax, securitization, REITs and asset finance.Infrastructure: ARA LAW advises public sector bodies, banks, project developers, mining companies and financial institutions on policy and regu-latory issues, foreign investments, asset financing and leasebacks, structur-ing and strategizing project finance, infrastructure, roads, port concessions and power financings.

Our services

ARA LAW is a leading first generation law firm, specializing in our key practice areas. Our philosophy embodies our primary objectives of our commitment to quality legal services, prompt & effective responsiveness to clients’ needs, advanced technical proficiency & a creative approach, in tune with the changing legal & business environments.

Our people are result-driven, commercially savvy, ethical & recognized as exemplary leaders in their respective practice areas. Our legal network across India & offshore enables us to ensure timely & insightful delivery of quality legal solutions keeping in mind client requirements.

Contact us

MumbaiThe Capital, 1001 C, B Wing

Bandra Kurla ComplexBandra (East)

Mumbai – 400 051India

Tel: +91 22 6619 9815Fax: +91 22 6619 9899

Bengaluru237, Sumitra, 2’C – Cross1st Main, II Stage, Domlur,

Bengaluru – 560 071India

Tel: +91 80 4123 9800

Websitewww.aralaw.com

ContactRajesh Begur

[email protected]

Intelligence report



July/August 2015

ARSS LegalEstablished in 2004

Number of partners: • 4Number of associates: • 35Principal office: • KolkataOther offices: • Bangalore, Mumbai, New Delhi

Key practice areas

Foreign direct investment, joint ventures, foreign collaborations, due dili-gence, mergers & acquisitions, corporate law, licensing & franchising, insur-ance, banking & corporate finance, debt restructuring, employment & labour laws, real estate & property related matters, intellectual property, contracts, taxation (direct and indirect), information technology, telecom, retail & distribu-tions, food industry, business process outsourcing, general litigation, dispute resolution & arbitration. Our services

We are a full service multi-jurisdictional Indian law firm with special exper-tise in corporate and business law, intellectual property, real estate, project finance & implementations and general litigation.

Contact us

Kolkata63, Radha Bazar Street, 3rd Floor

Room No 17 & 18Kolkata – 700 001, India

Tel: + 91 33 2210 1824, 40051809Email: [email protected]

Contact: Rajiv Chatterjee, Partner

MumbaiTel: + 91 22 2854 6168/4010 7817

Email: [email protected]: Amit Kumar Saraogi, Partner

BangaloreEmail: [email protected]

Contact: Soujanya Dwarkanath, Partner

Websitewww.arsslegal.com

AscentiallsEstablished in 2009

Number of partners: • 3Number of associates: • 9Principal office: • New Delhi

Key practice areas

Intellectual property rights, with focus on trademarks, IP used online, e-com-merce and app related protection, copyrights, geographical indications, domain names, related contractual obligations and portfolio management. Our services

The firm is a specialist boutique for all intellectual property related matters. The firm’s practice encompasses prosecution as well as protection of intel-lectual property rights. Our IP protection practice extends to civil, criminal and administrative actions, including preliminary market searches, investiga-tions, and search and seizure compliances of court orders. We also advise on alternative dispute resolution, licensing, portfolio management, corporate transactions, assignments, registered user agreement, strategy advisory, IP due diligence and the online use of IP. The firm has carved a niche for IP work related to start-ups, e-commerce and apps. Led by Ms Sumita Singh, a lead-ing lawyer for intellectual property, the firm has been ranked by several publi-cations and mentioned as an “emerging law firm” and a “law firm to watch”.

Contact us

G-1/5, Flat No. 1, Ring Road Model Town-3

Delhi – 110 009, India

G-1/4, Flat No. G-3, Ring RoadModel Town-3

Delhi – 110 009, India

Tel: +91 11 4708 2554Fax: +91 11 4370 9552

Email: [email protected]

ContactMs Sumita SinghManaging Partner

[email protected]

Websitewww.ascentialls.com

Intelligence report



July/August 2015

AZB & PartnersEstablished in 2004

Number of partners: • 45Number of associates: • 260Principal office: • MumbaiOther offices: • Delhi, Gurgaon, Bangalore, Pune

Key practice areas

M&A, joint ventures and general corporate, regulatory practice and secu-rities laws, private equity, capital markets, funds practice, banking and finance, microfinance, derivatives, infrastructure and project finance, intellectual property, real estate, media and entertainment, information technology and business process outsourcing, employment insurance, pharmaceuticals and biotechnology, taxation, aviation, competition law, litigation and arbitration. Our services

AZB & Partners is one of India’s prominent law firms. Its practice is structured to offer an appropriate combination of legal and transactional expertise in a timely and effective manner. The firm aims to provide clear, concise and practical advice based on an in-depth knowledge of the legal, regulatory and commercial environment within which our clients operate, and a full understanding of their business objectives.

Contact us

AZB HousePeninsula Corporate ParkGanpatrao Kadam Marg

Lower ParelMumbai – 400 013, India

Telephone+91 22 6639 6880

Fax+91 22 6639 6888

[email protected]

ContactZia Mody

Bharucha & PartnersEstablished in 2008

Number of partners: • 8Number of associates: • 45Principal office: • MumbaiOther office: • New Delhi

Key practice areas

Mergers & acquisitions, corporate restructuring, joint ventures, private equity, banking, structured finance, projects & project finance, capital markets, litigation, international & domestic arbitration intellectual property, telecoms, information technology, real estate, employment law, financial regulation and tax advisory. Our services

Bharucha & Partners was founded in March 2008 on immutable principles of professional ethics and excellence. MP Bharucha, Alka Bharucha, Justin Bharucha and Vivek A Vashi are the founding partners of the firm. Within a span of 5 years the firm as grown to three offices in two cities with 45 associ-ates. Bharucha & Partners offer a blend of rich experience, creativity and the energy of youth. Each partner has a proven track record in handling complex commercial transactions or disputes. Each associate has been individually groomed or selected as sharing the qualities and vision of the partners.

Contact us

MumbaiCecil Court, 4th Floor

MK Bhushan Marg, ColabaMumbai – 400 039, India

Telephone: +91 22 2289 9300Email: [email protected] person: MP Bharucha

Hague Building9, SS Ram Gulam Marg, Ballard Estate

Mumbai – 400 001, IndiaTel: +91 22 6132 3900

New Delhi705 Kailash, 26, K.G Marg New Delhi – 110 001, India

Telephone: +91 11 4593 9300 Email: [email protected]

Contact person: Arjun Anand

Intelligence report



July/August 2015

Bhasin & CoEstablished in 1970

Number of partners: • 6Number of associates: • 30Principal office: • New DelhiOther office:• Mumbai

Key practice areas

Dispute resolution (including arbitration and litigation), aviation, labour & employment, banking & finance, capital markets, consumer protection, competition law, corporate, commercial & conveyancing, energy & power, entertainment & hospitality, intellectual property laws, M&A, technology, media & telecommunications, transport laws and real estate laws. Our services

The firm is a full-service law firm that focuses on niche areas of practice and provides strategic legal advice and disputes resolution services, primarily in the field of corporate and commercial laws. The firm has been ranked among the top-tier Indian law firms by reputed guides such as Chambers & Partners and Legal 500. The managing partner of the firm, Lalit Bhasin, is consistently listed in the elite “Leading Lawyers” list as “Leading Individual” by the Asia Pacific Legal 500. The firm is a win-ner of India Business Law Journal’s prestigious Indian Law Firm Awards.

Contact us

New Delhi10 Hailey Road,10th Floor

New Delhi – 110 001, IndiaT: +91 11 2332 2601, 2331 5024F: +91 11 2332 9273, 2335 7521

Mumbai

116 Mittal Court ‘A’ Wing Nariman Point, Mumbai – 400 021, India

T: +91 22 2284 2050, 2204 2954F: +91 22 2287 4332

[email protected], [email protected]

ContactMs Nina G Bhasin

(mobile +91 8800922455)

BMR LegalEstablished in 2010

Number of partners: • 5Number of associates: • 47Principal office: • New DelhiOther offices: • Mumbai, Bangalore

Key practice areas

Tax disputes and advisory; private equity & venture capital (fund forma-tion); M&A, private equity and venture capital (transaction advisory); general corporate law advisory. Our services

BMR Legal is an Indian law firm offering a range of legal and tax advisory services, including M&A, private equity, venture capital, and other transac-tion advisory services, as well as tax policy and dispute resolution services, for domestic and global businesses of all sizes. The firm enhances value for clients by focusing on solutions that are innovative, yet practical, and that can be implemented. This is achieved by blending domain expertise with analytical rigour, while maintaining an uncompromising focus on quality by hiring and nurturing high quality professionals with a passion for excellence. BMR Legal is committed to making a difference to clients and to its people, and delivers this through the integrity of its effort and by living its core values.

Contact us

13A-B, Hansalaya Building15, Barakhamba Road

New Delhi – 110 001, India

Telephone +91 11 6698 3000

Fax +91 11 6698 3001

[email protected]

ContactMukesh Butani

Managing Partner

Intelligence report



July/August 2015

Chadha & CoEstablished in 2002


Key practice areas

Inbound investments, M&As, joint ventures, technology transfer, private equity, corporate restructuring, corporate & project finance, corporate governance, regulatory compliances, commercial litigation, labour, employment & industrial relations, real estate and antitrust. Our services

Chadha & Co is India’s leading boutique law firm with a specialized practice in advising foreign companies doing business in India. We advise international corporations on their India entry strategy, structuring their entry, establishing Indian operations, and on post-entry legal and regulatory issues. Our clients, from over 31 countries include leading Fortune 500 corporations as well as SMEs. Our partners are involved in a hands-on manner on every assignment. This ensures that our quality of work does not have peaks and troughs – the know-how, experience and commercial understanding of our partners is crucial to our ability to provide consistent, world-class service.

Contact us

New DelhiS-327, Greater Kailash II


Tel: +91 11 4383 0000+91 11 4163 9294

Fax: +91 11 4163 9295

ContactMs Namita Chadha

[email protected]

Websitewww.chadha-co.com

Chandrakant M JoshiEstablished in 1968

Number of associates: • 15Principal office: • MumbaiOther offices: • New Delhi, Kolkata, Chennai, Hyderabad, Ahmedabad

Key practice areas

IP prosecution for patents, trademarks, copyrights and designs; IP licens-ing, domain names, IP consulting; patent and trademark search; IP litiga-tion and enforcement; patent and trademark opposition and investigations; anti-counterfeit action and brand valuations; infringement suits; technology transfer and joint venture agreements. Our services

Our law firm has been exclusively practicing IPR matters since 1968. Hiral Chandrakant Joshi heads the firm, which comprises a team of highly experi-enced technical and legal professionals in the fields of chemical, pharmaceuti-cal, biotechnology, electronic and mechanical patent law. In addition, lawyers at the firm specialize in various facets of trademarks, designs and copyright law and practice in India. The firm represents reputed privately owned com-panies, research institutes and universities, both Indian and multinational, around the world. It is an active member of several leading IPR associations in the US, the UK, Germany, Japan, France, Switzerland and other countries.

Contact us

5th & 6th Floor, Vishwananak,Chakala Road, Andheri (East),

Mumbai – 400 099, India

Telephone+91 22 2838 0848, 2832 4920

Telefax+91 22 2838 0737, 2838 9839

[email protected]@vsnl.net

Websitewww.cmjoshi.us

Contact PersonMr Hiral Chandrakant Joshi

Intelligence report



July/August 2015

Chhanda Legal AssociatesEstablished in 2012

Number of partners: • 5Number of associates: • 45Principal office: • MumbaiOther offices: • Gurgaon, New Delhi, Goa

Key practice areas

Corporate advisory, drafting and regulatory compliance: We advise on corporate structuring, mergers & acquisitions, joint ventures & setting up of wholly-owned subsidiaries, corporate governance & regulatory com-pliance, general corporate & commercial law, exchange control regula-tions, international trade & customs law, competition & antitrust laws, employment & labour laws, environment protection laws, immigration laws, insurance, taxation, winding up services, aviation, media, enter-tainment & telecommunication, shipping and real estate.Litigation management and alternative dispute resolution (ADR): We represent clients in constitutional matters, appeals & special leave peti-tion, civil disputes, criminal matters, recovery of debt and enforcement of securities by banks and financial institutions, corporate law, service law, consumer law and competition law. We also advise and represent in all arbitration proceedings, including international commercial arbitra-tion & domestic institutional arbitration, in addition to assisting in appeal against arbitral award and execution of such awards. We also advise on intellectual property rights.

Our services

Chhanda Legal Associates was founded by Partha Banerjee, an advocate with over 19 years’ experience in active practice. Our principal focus is on attaining quality that meets global standards and expectations Chhanda Legal Associates is a strong and dynamic institution. The firm has a network of lawyers covering 480 districts in India as well as strate-gic associations with law firms in North America, Europe, Asia, Australia and South Africa. This enables us to meet the needs of our clients while maintaining a strong focus on quality control.Our team of 45 lawyers are highly motivated and client centric. Our motto is to act as a moral keeper of the client and to provide out-of-the-box solutions that comply with all legal requirements and meet the business objectives of our clients. We recognize that our success depends on close coordination with our clients. Therefore, our lawyers work col-laboratively to set objectives and conduct periodic review sessions to measure our progress against those objectives.

Our Clients: Chhanda Legal Associates are currently serving a diverse spectrum of clients including: Carrefour India Limited, ICICI Bank, ICICI Prudential Life Insurance Company Limited, RPG Enterprises, Religare Enterprises Limited, Aegon Religare Life Insurance Company Limited, Marico Limited, AXIS Bank, Canara Bank, Indiabulls Financial Services Limited, H&R Johnson (India), Bharati Airtel Limited, NIIT Limited and its group of companies, Reliance MediaWorks Limited, Essar Shipping Limited, PNB MetLife Life Insurance Company India, Kaya Skin Clinic Umak Resources Communications Pvt. Ltd, Titan Industries Limited, Luxor, G.V. Films Limited and Sidesh Films, Development Credit Bank, Central Bank of India, Union Bank of India, Max Life Insurance, Kotak Mahindra Bank, Nestle India Limited, Mahindra & Mahindra Financial Services Limited, Raheja Group, Ratnakar Bank Limited, and ING Vysya Bank.

Contact us

Mumbai30, Calicut House, Calicut Street,

BPT Plot No. 162, FortMumbai – 400 001, India

Telephone: +91 22 2270 1732+91 22 2270 1733

Gurgaon339, Vipul Trade Centre, Sohna RoadGurgaon, Haryana – 122 001, India

Telephone:+91 124 414 1644+91 124 414 1655

GoaAmaral Apartments

Ground Floor, Flat No 8Near Mahila & Nutan School

Comba, Margao, SalceteGoa – 403 601

India

ContactsPartha Banerjee

[email protected]

Sharon [email protected]

Websitewww.classociates.co.in

Intelligence report



July/August 2015

Crawford Bayley & Co Established in 1830

Number of partners: • 20Number of associates: • 125+Principal office: • MumbaiOther offices: • New Delhi, Pune and Bangalore

Key practice areas

Corporate & commercial practice, mergers & acquisitions, capital mar-kets, joint ventures & foreign collaboration, privatisation & disinvestment, banking & corporate finance, intellectual property law, litigation & dispute resolution, real estate & property law, indirect taxation, labour & employ-ment, admiralty & shipping law, information technology, e-banking & e-commerce. Our services

Crawford Bayley & Co, established in 1830, currently has a team of 150 members, 20 partners, more than 125 associates and 15 paralegal per-sonnel. It also has a supporting staff of more than 75 individuals. It has served its Indian clients with complete dedication and adherence. It has reached to the top of the peak, where its strength is matched with the top 10 law firms of India.

Contact us

4th Floor, State Bank of India BuildingsNGN Vaidya Marg,

Fort, Mumbai – 400 023, India

Telephone+91 22 2266 8000

Fax+91 22 2266 3978

[email protected]

ContactMr Sanjay AsherSenior Partner

Direct tel: +91 22 2266 3353Mobile: +91 98200 23823

Cyril Amarchand MangaldasEstablished in 2015

Number of partners: • 90Number of associates: • 512Principal office: • MumbaiOther offices: • New Delhi, Bangalore, Hyderabad, Chennai, Ahmedabad

Key practice areas

Corporate, banking & finance, capital markets, dispute resolution, infra-structure & project finance, competition law, employment, financial services regulatory, investment funds, intellectual property, private client, real estate, tax, investigations, TMT. Our services

Cyril Amarchand Mangaldas, founded on 11 May 2015, takes forward the val-ues of the erstwhile 97-year-old Amarchand & Mangaldas & Suresh A Shroff & Co, whose pre-eminence, experience and reputation of almost a century has been unparalleled in the Indian legal fraternity. Tracing its lineage to 1917, Cyril Amarchand Mangaldas is India’s largest full-service law firm with offices in key business centres. It advises a large and varied client base, including domestic and foreign businesses, financial institutions, private equity funds, start-ups and governmental and regulatory bodies. The firm was recently awarded “India Deal Firm of the Year, 2015” by ALB SE Asia Law Awards, 2015.

Contact us

MumbaiPeninsula Chambers

5th Floor, Peninsula Corporate ParkGanpatrao Kadam Marg, Lower Parel (W)

Mumbai – 400 013, IndiaTel: +91 22 6660 4455, 2496 4455


New Delhi4th Floor, GYS Platinum

D-3, District Centre, SaketNew Delhi – 110 017, India

Tel: +91 11 6622 9000Email: [email protected]

ContactCyril Shroff

Managing PartnerEmail: [email protected]

Intelligence report



July/August 2015

Dhir & Dhir AssociatesEstablished in 1993

Number of partners: • 10Number of associates: • 75Principal office: • New DelhiOther offices: • Mumbai, Japan

Key practice areas

Corporate & commercial, corporate restructuring & insolvency, mergers & acquisitions, joint ventures, private equity, FDI, regulatory, capital markets & securities law, criminal law, dispute resolution & arbitration, bid-process & project management, antitrust & competition, anti-dumping, international trade & WTO, employment, environment, and intellectual property. Our services

Dhir & Dhir is a full service law firm that brings to the table more than two decades’ expertise and experience. Our team is over 100 strong and includes lawyers (some of whom are also qualified as chartered accountants) company secretaries, cost accountants, MBAs and engineers. The firm is recognized as the leader in restructuring & insolvency. It has also been ranked highly for banking & finance, infrastructure, corporate advisory and dispute resolu-tion work by leading legal publications including India Business Law Journal, Chambers & Partners, Legal 500, IFLR1000 and Asialaw Profiles.

Contact us

D-55, Defence ColonyNew Delhi – 110 024, India

Tel: +91 11 4241 0000Fax: +91 11 4241 0091

ContactMr Alok Dhir

Managing [email protected]

Websitewww.dhirassociates.com

LanguagesEnglish & Hindi

Dua AssociatesEstablished in 1986

Number of partners: • 53Number of associates: • 210+Principal office: • New DelhiOther offices: • Gurgaon, Mumbai, Bangalore, Chennai, Hyderrabad, Pune, Chandigarh, Singapore

Key practice areas

Corporate/M&A/PE, litigation & dispute resolution, project finance & infrastruc-ture, nuclear, banking & finance, governance ethics & compliance, aviation, real estate, mining, defence, TMT, food & beverages, competition & antitrust. Our services

Dua Associates is well recognized for its extensive experience in all aspects of Indian law, ranging from corporate and commercial law to dispute reso-lution. The firm provides a broad range of services to a diverse clientele, including Fortune 500 companies, PSUs, financial institutions, banks, PE/venture capital firms and multi-lateral organizations from India, the US, Europe, Japan and Asia Pacific. India’s specialized commercial environ-ment, over-regulated economy and complex legal environment require mul-tiple specialties. Dua Associates has created teams headed by experienced partners to meet these requirements, particularly for sensitive sectors.

Contact us

Mr CR DuaManaging Partner

[email protected]

TelephoneNew Delhi: +91 11 2371 4408Gurgaon: +91 124 280 3366Mumbai: +91 22 6636 9966

Bangalore: +91 80 2558 8799Chennai: +91 44 2431 4304

Hyderabad: +91 40 2354 7881Pune: +91 20 2611 9760

Chandigarh: +91 172 278 4394Singapore: +65 6538 1437

Websitewww.duaassociates.com

Intelligence report



July/August 2015

Economic Laws Practice Established in 2001

Number of partners and associate partners: • 27Number of associates: • 93Principal office: • MumbaiOther offices:• New Delhi, Pune, Ahmedabad, Bangalore and Chennai

Key practice areas

Banking & finance; competition law & policy; corporate & commercial; hospitality; infrastructure (including real estate & construction); interna-tional trade & customs; litigation & dispute resolution; policy and regula-tion; private equity & venture capital; securities laws & capital markets; tax (including direct tax, indirect tax and transfer pricing); technology, media and telecommunications (TMT).

Our services

Economic Laws Practice (ELP) is a leading full-service Indian law firm established in the year 2001 by eminent lawyers from diverse fields. ELP brings to the table a unique combination of professionals, which consti-tutes 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 our clients.

ELP has a unique positioning amongst law firms in India from the per-spective of offering comprehensive services across the entire spectrum of transactional, advisory, litigation, regulatory, and tax matters. With offices in Mumbai, New Delhi, Pune, Ahmedabad, Bangalore and Chennai, we have a team of over 120 qualified professionals having professional acu-men in diverse practice areas. We work closely with leading global law firms in the UK, USA, Middle East and Asia Pacific region. This gives us the ability to provide a pan India and global service offering to our clients.

Our commitment is to develop and nurture long-term relationships with our clients by providing the most optimal solutions in a practical, qualita-tive and cost efficient manner. Our in-depth expertise, immediate avail-ability, geographic reach, transparent approach and the involvement of our partners in all assignments has made us the firm of choice for our clients.

Awards and recognition

Ranked amongst the top 10 firms in India, with the highest client sat-isfaction score (9/10) amongst the top 10 firms, and rated as the fastest rising law firm in India in the RSG India Report, 2015.Winner of Taxation Law Firm of the Year award in India Business Law Journal’s Indian Law Firm Awards 2009, 2010, 2011, 2012, 2013 & 2014.Winner of Competition & Antitrust Law Firm of the Year award in India Business Law Journal’s Indian Law Firm Awards 2009, 2010, 2011, 2013 & 2014. Winner of Best Tax Firm of the Year and Best Dispute Resolution Firm of the Year awards in LegalEra awards 2015. Recognised as one of the top 100 specialist arbitration firms in the world by GAR100 2013 & 2014.Also highly recommended by several international guides, including Chambers & Partners, IFLR1000, Asialaw Profiles, and Legal 500 Asia-Pacific.

Contact us

Mumbai1502 A, 15th Floor, Dalamal Towers

Free Press Journal RoadNariman Point

Mumbai – 400 021, IndiaT: +91 22 6636 7000F: +91 22 6636 7172

E: [email protected]

New Delhi801 A, 8th Floor, Konnectus Tower

Bhavbhuti MargOpp. Ajmeri Gate Railway Station

Nr. Minto BridgeNew Delhi – 110 001, India

T: +91 11 4354 8400F: +91 11 4354 8436 E: [email protected]

Pune701, 7th Floor, Suyog Fusion

197 Dhole Patil RoadNr. Ruby Hall Clinic

Pune – 411 001, IndiaT: +91 20 4146 7400F: +91 20 4146 7499E: [email protected]

Ahmedabad801, 8th Floor, Abhijeet III

Mithakali Six Rd, EllisbridgeAhmedabad – 380 006, India

T: + 91 79 6605 4480 /1F: + 91 79 6605 4482


Bangalore6th Floor, Rockline Centre

54, Richmond RoadBangalore – 560 025, India

T: + 91 80 4168 5530/1E: [email protected]

ChennaiNo. 6, 4th Lane

Nungambakkam High RoadChennai – 600 034, India

T: +91 44 4210 4863E: [email protected]

Intelligence report



July/August 2015

Fidus Law ChambersEstablished in 2008


Key practice areas

Intellectual property, IT, data privacy, trade secrets, competition law. Our firm

In seven years, Fidus has built a reputation for strategic advice and creative problem solving. With deliverables of international standards packaged with individual attention, it is not surprising that the firm features in all major IP rankings. World Trademark Review 1000 remarks: “[Fidus] … renders business-critical advice … making valuable contributions to its clients’ bottom lines … [it] also shines across the range of enforcement issues”. “Pragmatic and intel-ligent litigator” Shwetasree Majumder exemplifies the firm’s “thorough and customer-focused approach” and “excels in prosecution”. India Business Law Journal recently quoted a legal counsel at a Silicon Valley-based company: “Majumder understands business and the needs of her in-house clients and provides relevant, timely and incredibly responsive advice.” Managing IP reports similar tributes: “We are impressed with Fidus’ enthusiasm and crea-tivity … The lawyers are responsive, skilled, and keen to win business.”

Contact us

G-165, 1st Floor, Sector 63Noida – 201 301, India

Telephone

+91 120 484 7550

Fax+91 120 484 7551

Mobile+91 9971693876

[email protected]

Skypeshwetasree_majumder

www.fiduslawchambers.com

GagratsEstablished in 2005

Number of partners and associates: • 60+Principal office: • MumbaiOther offices: • New Delhi, Dubai

Key practice areas

Arbitration, asset-based finance, aviation, banking & finance, capital markets, competition law, corporate, dispute resolution, infrastructure, projects & energy, insurance, IP, investment funds, M&A, oil & gas, private equity, project finance, real estate, securities law, shipping, TMT and tax. Our services

Gagrats has a broad-based practice covering a wide range of legal disciplines. Most of the firm’s members have attended prestigious universities in England, the US, Canada and India and some have qualified as solicitors in England. The firm has received many awards, including the 2015 M&A Law Firm of the Year – India Award, the 2015 Banking & Finance Law Firm of the Year Award – India, the 2014 Capital Markets Law Firm of the Year Award – India, the 2015 Antitrust & Competition Law Firm of the Year Award – India, the 2015 Law Firm of the Year Award - Tax - India, the 2015 Dispute Resolution Award, the 2015 Cross Border Dispute Resolution Award and the 2015 Aviation Law Firm of the Year Award – India.

Contact us

Nirmal, Nariman PointMumbai – 400 021, India

Email : [email protected]

Telephone+91 22 6752 9037-52 (Mumbai)+91 11 2332 2311 (New Delhi)

+971 4370 9447 (Dubai)

Fax+91 22 6752 9053 (Mumbai)

+91 11 2371 3657 (New Delhi)+971 4370 9448 (Dubai)

ContactsMr RJ Gagrat (Mumbai)Mr. UA Rana (New Delhi)

Mr HD Gardi (Dubai)

Intelligence report



July/August 2015

HSA Advocates Established in 2003

Number of partners: • 13Number of associate partners: • 6Number of associates: • 70Principal office: • New DelhiOther offices: • Mumbai, Kolkata and Bangalore (correspondent office)

Key practice areas

Banking & finance, including project finance; competition & antitrust; corporate M&A, including private equity; foreign investment and joint ventures; disputes including international arbitration; environment & CDM; infrastructure/projects & energy including PPP projects; intellectual prop-erty; labour and employment; real estate; regulatory & policy; securities & capital markets; taxation; technology, media & telecom (TMT).

Our services

HSA Advocates has consistently been ranked as one of the top tier law firms in India across its diverse areas of practice. HSA is a full service firm offer-ing legal services over a wide spectrum of industry verticals, with offices in New Delhi, Mumbai and Kolkata, and with a correspondent relationship in Bangalore.

With a large team of professionals led by a significant collegium of partners and associate partners, HSA advises leading companies (both domestic and international), financial institutions, and governments on a wide array of mat-ters ranging from corporate M&A, private equity investments, capital markets, banking and finance, projects, infrastructure and energy, tax, regulatory and policy and disputes and litigation. HSA has also acted on several large infra-structure projects in India and overseas as the lead attorney, some of which are amongst the largest projects in the world.

HSA services clients in diverse segments of commerce and industry both in the services and manufacturing sectors. The spectrum of industries in which HSA services clients ranges from manufacturing (across diverse sectors), consumer products and durables, retail, banking and finance and financial services, infrastructure/projects, energy, oil and gas, pharmaceuticals, hos-pitality and healthcare, commodities trading and commodities exchanges, CDM projects and carbon trading, IT and software, etc.

Our clients acknowledge and recognize HSA for the professionalism and commercial perspective that we bring to transactions, our strong commercial acumen, our ability to manage transactions in an efficient and cost effective manner and our ability to address and resolve demanding transactional and legal issues. HSA’s strong commitment to providing superior client services is reflected in the way we selectively and efficiently staff our assignments. At the core of this client-focused staffing is the belief in cultivating project teams that possess the requisite skills and sector specific experience. Our understanding of the regulatory and commercial risks and nuances of the underlying sector is what distinguishes the quality of our services.

HSA’s stated philosophy is to partner with clients and therefore, the firm con-sciously invests in building client relationships, demonstrated in part by the high levels of commitment that the firm brings to the table. Our pragmatic and businesslike approach to problem solving translates into comprehensive yet cost-effective legal services.

Contact us

New Delhi81/1 Adchini

Sri Aurobindo MargNew Delhi – 110 017, India

Tel: +91 11 6638 7000Fax: +91 11 6638 7099

MumbaiConstruction House, 5th Floor

Walchand Hirachand Marg Ballard Estate

Mumbai- 400 001, IndiaTel: +91 22 4340 0400Fax: +91 22 4340 0444

Kolkata31/1, Lake Avenue

Kolkata – 700 026, India

Websitewww.hsalegal.com

ContactMr VP Jayamon

Chief Operating [email protected]

Intelligence report



July/August 2015

India Law OfficesEstablished in 2003

Number of partners: • 7Number of associates: • 48Principal office: • New DelhiOther offices:• Mumbai, Bangalore, Chennai, Hyderabad and PuneAssociate offices:• Ahmedabad, Kolkata, Goa, Jammu, Jalandhar, Chandigarh, Lucknow, Jaipur, Agra, Indore, Cochin, Patna and 15 other cities

Key practice areas

Corporate (foreign direct investment into India, outbound acquisitions and joint ventures, project finance, private equity & venture capital invest-ments, corporate advisory and compliances).Litigation (commercial litigation, litigation including divorce, family, labour & employment, etc. at trial courts, appellate courts, high courts and the Supreme Court). Direct and indirect taxation (income tax, transfer pricing & international taxation, customs, central excise, service tax, central sales tax and value added tax).Intellectual property (trademarks, patent, copyrights & design – filling & infringement).

Our services

India Law Offices is a law firm with a vision. With a deep presence all over India, including Tier II and Tier III cities, the firm is set up to service its clients wherever their businesses take them.

We are a full service firm with taxation and accounting capabilities too. We have partners & associates in 78 countries.

Our law firm has a unique distinction of being able to support businesses from inception to the point of successful commercial operation. With law-yers, chartered accountants, company secretaries and sector experts, India Law Offices has all it takes to help clients realize their national & global ambitions.

Contact us

New DelhiD-19 (GF) & D-31South Extension-I


Mumbai106, Durga Chambers

8A Veera Desai Industrial EstateVeera Desai Rd

Andheri (W)Mumbai – 400 053, India

BangaloreS 45 Vatika Business Centre

Divyasree Chambers, 2nd FloorWing A, 11, O’shaugnessy Road

Langford TownBangalore – 560 025, India

Chennai23/10, I Avenue

Shastri Nagar, AdyarChennai – 600 034, India

PuneVatika Business CenterLevel-5, Tech Park-1

Airport Road, Yerwada,Pune – 411 006, India

HyderabadVatika Business Centre

3rd Floor, NSL Icon, Road No 12Banjara Hills

Hyderabad – 500 034, India

Telephone+91 11 2462 2216, 2462 2218

& 2461 9751

Fax+91 11 2465 4364

[email protected]

Intelligence report



July/August 2015

Integrity Law OfficesEstablished in 2015


Key practice areas

Anti-corruption & compliance; sexual harassment & workplace discrimina-tion; capital markets & securities; corporate & commercial Law; HR, employ-ment & labour law; FDI; immigration & citizenship; IP; JVs & collaborations; litigation; M&A; real estate; social sector/NGOs. Our services

We are a full service law firm with partners who have extensive experience in their domains. We provide timely, high quality and economical legal services after understanding each client’s needs, industry & preferences. Members of the firm have experience in a variety of matters in different jurisdictions and industry sectors including agro, automobile, aviation, BPO, energy, health and pharmaceutical, heavy engineering, hospitality, infrastructure, IT, liquor, manufacturing, media, mining, non-profit, railways, real estate, retail, sugar, telecommunication, textile, trading, etc. for various national and MNC cli-ents. They are also authors for numerous publications and members of the Supreme Court and various high courts’ bars in India.

Contact us

D-16, Lower Ground FloorLajpat Nagar, Part-III


Telephone+91 11 4167 1010

Fax+91 11 4579 1112

[email protected]

Websitewww.integritylawoffices.com

ContactsMs Nidhi Mathur, PartnerMr Arihant Jain, Partner

IPR International ServicesEstablished in 2003


Key practice areas

Patents, trademarks, designs, copyright, domain names, plant varieties, geographical indications. Our services

IPR International Services is a specialist intellectual property-focused law firm which works to safeguard the IP rights of its clients. The firm has acquired broad professional expertise in all aspects of IP and has a team of well-qual-ified experts in the fields of science, engineering and law. The firm has man-power qualified in the legal and technical fields of science and technology.

Our prime concern is to provide a service of quality and professionalism. We aim to work closely with clients to gain a genuine insight into their commercial situation. This helps us find the most cost-effective way to provide the required level of protection to meet the specific needs of individual clients. We under-stand the varied needs of IP owners and recognize that, to be successful, IP lawyers we must be actively involved in a client’s business development.

Contact us

Block No. 8, Building No. 2Rajinder Nagar


Telephone+91 11 2586 1168/2576 1755

Fax+91 11 4243 6540/258 64213

[email protected], [email protected]

[email protected]

Websiteswww.ipr.in, www.iprindia.org

ContactNeha Chugh

Intelligence report



July/August 2015

Juris CorpEstablished in 2000

Number of partners: • 8Number of associates: • 30Principal office: • MumbaiOther office: • New Delhi

Key practice areas

Banking, strategic financing, bankruptcy & restructuring, capital markets & derivatives, competition law, corporate commercial, dispute resolution & arbitration, employment & labour laws, energy & infrastructure, family, estate planning & trust laws, funds, IT, insurance, IP, media & entertainment, Islamic finance, mergers & acquisitions, private equity, project finance, property & real estate, securitisation, sports law, structured finance. Our services

Juris Corp was founded in 2000 by H Jayesh and Talat Shah with the objec-tive of becoming the preferred law firm for a select clientele. The firm is run as a professional services organization. According to our clients, what works in our favour is our ability to think ahead of the client. We are known to act in the best interests of our clients and work on bringing down unnecessary or avoid-able legal costs through innovation and forward thinking. We are proactive in our endeavour to assist clients in achieving their transaction objectives.

Contact us

Mumbai902, Tower 2, Indiabulls Finance Centre

Senapati Bapat MargElphinstone Road (West)Mumbai – 400 013, India

Tel: +91 22 6720 5555, 2421 2546

New DelhiH-17, LGF, Kailash ColonyNew Delhi – 110 048, India

Tel: +91 11 4175 1889

ContactsKiran Punjabi

[email protected] Phatarphekar

[email protected]

www.jclex.com

Kanga & CompanyEstablished in 1890


Key practice areas

Banking & finance, capital markets, corporate law, foreign collabora-tions & joint ventures, private equity, M&A, real estate, litigation/dispute resolution, franchising, IP, project finance, shipping, direct & indirect taxes. Our services

Kanga & Co is one of India’s oldest law firms. Its expert teams are known for their sound advice and swift turnaround time, which is highly appreciated by clients worldwide. Kanga & Co has expertise in all matters relating to banking, securitization and shipping loans. It also has a strong reputation for handling capital markets transactions, including IPOs, GDR, QIPs, private placements and public offers. Kanga & Co has an outstanding track record in foreign investment, joint ventures, private equity and M&A deals. It is also ranked as one of the country’s top firms for real estate work. Kanga & Co has vast expe-rience in advising Indian and international clients on franchising and IP mat-ters. It also boasts a large and active litigation and arbitration department.

Contact us

Readymoney Mansion43, Veer Nariman Road, Fort


Telephone+91 22 6623 0000+91 22 6633 2288+91 22 2204 2288

[email protected]

Websitewww.kangacompany.com

Contact

Mr ML Bhakta

Intelligence report



July/August 2015

Khaitan & CoEstablished in 1911

Number of partners: • 100Number of associates: • 315Principal office: • MumbaiOther offices:• Bengaluru, Kolkata, New Delhi

Key practice areas

Banking & finance, capital markets, competition/antitrust, corporate/commercial & M&A, cross-border investments (inbound & outbound), dispute resolution, energy, infrastructure & resources, environment laws, estate planning, trusts & private clients, funds, intellectual property, labour & employment laws, private equity, real estate, taxation (direct & indirect) and technology, media & telecom.

Our services

Founded in 1911, Khaitan & Co is one of the oldest full service Indian law firms. It combines a rich heritage of over a hundred years with modern, cutting-edge and solution-oriented legal practice and offers full-service legal solutions to its domestic and international clients.

The firm is adequately equipped to respond with the speed and crea-tive solutions that are demanded in today’s highly competitive and rap-idly changing environment. The firm advises a wide array of clients on complex domestic and cross-border transactions and issues requiring an understanding of corporate finance and strategy, sectoral expertise, international and domestic taxation, employment, regulatory and other relevant practices.

Awards & recognition

The firm has received several awards in recent times in recognition of its exceptional services, some of which include:

India National Law Firm of the Year, • Chambers Asia Pacific Awards 2015Best Overall Law Firms, • India Business Law Journal – Indian Law Firm Awards, 2014Winner in the following practice area categories in • India Business Law Journal’s 2014 Indian Law Firm Awards: Competition & antitrust, Employment & industrial relations, Mergers & acquisitions, Private equity & venture capital.Corporate & M&A, Most Responsive Domestic Law Firm, • Asian-Mena Counsel Firm of the Year 2014Silver Award 2014 – Best Indian law firm, International Legal Alliance •Summit Awards 2014Law Firm of the Year – Private Equity, VCCIRCLE Awards 2014•Capital Markets Law Firm of the Year – India, Corporate INTL Global •Awards 2014Best Indian Law Firm of the Year/Best Private Equity Law Firm of the •Year, Legal Era Awards 2013-14

Khaitan & Co is the exclusive member of Meritas in India. Meritas is a world-wide alliance of more than 170 independent commercial law firms located in over 60 countries, membership to which is purely by invitation.

Contact us

MumbaiOne Indiabulls Centre

13th Floor, Tower 1841 Senapati Bapat MargMumbai – 400 013, India


Bengaluru (Bangalore)Simal, 2nd Floor7/1 Ulsoor Road

Bengaluru – 560 042, IndiaTel: +91 80 4339 7000


Kolkata (Calcutta)Emerald House

1B Old Post Office StreetKolkata – 700 001, IndiaTel: +91 33 2248 7000


New DelhiAshoka Estate, 12th Floor

24 Barakhamba RoadNew Delhi – 110 001, India


Intelligence report



July/August 2015

Lex FaviosEstablished in 2015

Number of partners: • 4Number of associates: • 12Principal office: • New DelhiOther office: • Mumbai

Key practice areas

Mergers & acquisitions, private equity, capital markets, taxation, banking & finance, real estate & property laws, hotels & hospitality, drugs & cosmetics, litigation & dispute resolution. Our services

The firm’s founder and managing partner, Sumes Dewan, has over 20 years’ experience and is named by Asialaw Leading Lawyers as one of the most highly acclaimed legal experts in the Asia-Pacific region for capital markets and corporate finance. Other key partners include Sarvesh Srivastava (taxa-tion), Neeru Tuteja (capital markets) and Indranil Ghosh (dispute resolution), who is included in The International Who’s Who of Commercial Litigators 2007. The firm represents a wide range of clients, including Fortune 500 companies such as Samsung, General Motors, Verizon Communications, Spice Telecom, Carlson, InterContinental Hotels, Steel Authority of India, National Hydel Power Corporation, State Bank of India, Targus and Accor Group.

Contact us

New Delhi (corporate office)E-277, Level 3, Greater Kailash Part-1


New Delhi (litigation office)C-43 Pamposh Enclave


MumbaiRegus BKC Kalina, Raheja Centre Point294 CST Road, Nr. Mumbai University

Kalina, Mumbai – 400 098, India

ContactMr Sumes Dewan

Tel: +91 11 3208 4941Direct: +91 11 4143 5188/4526 4524Email: [email protected]

www.lexfavios.com

Khaitan Legal AssociatesEstablished in 2014

Number of partners: • 6Number of associates: • 25Principal office: • MumbaiOther office: • London

Key practice areas

Corporate & commercial, mergers & acquisitions, restructuring, insurance, infrastructure, corporate/secretarial & other compliances, tax, private equity & funds, project finance, real estate, litigation & dispute resolution, private client, employment & immigration. Our services

Khaitan Legal Associates (KLA) is a full-service independent Indian law firm with offices in Mumbai, an active presence in New Delhi and correspondent offices in various cities in India. KLA also has a fully staffed office in London. Equipped with international vision, reach, scope and capability, KLA is com-mitted to the highest principles of legal expertise, excellence, client care and focus. We pride ourselves on providing solution-driven legal services to our cli-ents by addressing their Indian law requirements. Our mission is to effectively manage our clients’ legal risks in a manner that is practicable and cost effec-tive and enables them to extract optimum value from business initiatives.

Contact us

Mumbai1st Floor, Century Bhavan

771 Dr Annie Besant Road, WorliMumbai – 400 030, India

Tel: +91 22 6140 0000Fax: +91 22 6140 0099

Email: [email protected]: Mr Sakate Khaitan

LondonGround Floor, 29 Gloucester Place

London, W1U 8HX, UK

Tel: +44 20 7034 1430Fax: +44 20 7034 1431

Email: [email protected]: Mr Satyendra Shrivastava

Intelligence report



July/August 2015

LexOrbisEstablished in 1997

Number of partners: • 8Number of associates: • 36Principal office: • New DelhiOther office:• Bangalore

Key practice areas

LexOrbis is a premier intellectual property law firm providing end-to-end IP services starting from ideation to monetization, including procurement, protection, maintenance and enforcement of all forms of IP rights.

Our services

Being one of the pioneers in the industry in India, LexOrbis provides services including identification, clearances, preparation and prosecution, transac-tional and commercial advisory, enforcement and assertion, dispute reso-lution and general advisory on all forms of intellectual property rights and related areas, such as biodiversity laws, information technology, advertising, media and entertainment and legal metrology.IP assets identification: We provide valuable search based analytics of patent and non-patent data to assist our clients in developing and direct-ing effective research and development strategies leading to the creation of valuable IP assets and rights. We also assist clients in developing effi-cient invention disclosure forms (IDF) for their inventors, provide training to inventors on writing effective IDFs and write new cases working with inventors.Branding strategies: We provide domestic and global trademark clearance services to assist our clients in identifying enforceable marks, logos and names to create a unique identity for every product or service. We also help assist clients in the early stages of developing their online presence and signature, to ensure the most comprehensive protection. This includes reg-istering domain names as well as addressing infringements on the internet.Protecting IP assets: Our finest team of patent attorneys writes claims and complete specifications in almost all areas of technology as per the US Patent & Trademark Office standard. We file patent applications in India and international applications under the Patent Cooperation Treaty and through national phase applications in almost all countries through our network of associate law firms. The legal practice group at the firm also assists clients in filing and obtaining registrations of national and international trademark and design applications either using the Madrid system of WIPO, CTM or by filing independent applications in such countries.Enforcement and assertion: Our experienced litigators provide clients with practical advice to enable them to enforce and assert their IP assets in India. We represent clients at all judicial forums including district courts, high courts and the Supreme Court of India. We deploy industry specific opera-tives to generate market intelligence, monitor physical and virtual markets for instances of IP infringement and un-earth fixers, manufacturers and lead importers of counterfeit and pirated goods in India. We organize enforce-ment actions across the country with the assistance of the police, customs officers and through the criminal administration system.Offering the advice you need: Since our inception, our hands-on approach, domain expertise and ground-breaking processes have helped us emerge as a key player in the intellectual property arena. Our expertise in allied areas of IP, such as drugs & cosmetics laws, biodiversity, plant varieties, branding and advertising, information technology, media and entertainment, consumer protection and legal metrology, enables us to flawlessly cater to each client’s every need.

Contact us

709-710, Tolstoy House 15-17 Tolstoy Marg


Telephone+91 11 2371 6565

Fax+91 11 2371 6556

[email protected]

Websitewww.lexorbis.com

ContactMs Manisha Singh

[email protected]

Intelligence report



July/August 2015

Little & CoEstablished in 1856

Number of partners: • 12Number of associates: • 50Principal office: • MumbaiOther offices: • New Delhi, Pune

Key practice areas

Litigation; corporate law; general corporation law (including advising on insurance, shipping, power projects & intellectual property); commercial law; arbitration & dispute resolution; indirect taxation; mergers & acquisi-tions; intellectual property law; real estate; banking & finance transactions; foreign investment; joint ventures; energy & telecommunications; testa-mentary law; maritime; admiralty; takeovers & joint ventures. Our services

Little & Co, a Mumbai-based law firm, has had the privilege of represent-ing the East India Company way back during its inception. The firm has also had a rare privilege of having the last English partner up to 1994. The firm has an extensive all-India civil practice. It is a well-reputed full-service law firm presenting an appropriate mix of the necessary legal expertise, industry specialization and commercial acumen. Little & Co has specialist practitioners in all of the practice areas listed above.

Contact us

Central Bank Building, 3rd FloorMahatma Gandhi Road, Fort


Telephone+91 22 2265 2739, +91 22 4049 9116

+91 22 4049 9100

[email protected]

[email protected]

ContactsMr Jayendra P KapadiaMr Ajay M Khatlawala

Managing Partners

Websitewww.littlecompany.co.in

LexygenEstablished in 2006

Number of partners: • 3Number of associates: • 12Principal office: • BangaloreOther office: • Singapore

Key practice areas

Private equity & venture capital, fund formation, mergers & acquisitions, joint ventures & strategic alliances, infrastructure projects, corporate restructuring, technology/internet, media & telecom and general corporate advisory. Our services

Lexygen was founded by Vijay Sambamurthi in June 2006. We are focused on providing premium legal representation to a global clientele in the areas of private equity/venture capital, M&A, infrastructure projects, and corporate-commercial services. Over the past few years, our corporate practice has witnessed a rapid and significant increase in terms of complexity of deals and profile of clientele. Increasingly, we have become the preferred Indian counsel for several large buyout and growth funds, as well as exciting start-ups and established corporations who value our advice and representation on account of our strong capabilities in structuring complex transactions.

Contact us

BangaloreGround Floor, Thapar Niketan

Brunton Road, Bangalore – 560 025, India

Tel: +91 80 6684 0100

SingaporeLevel 58, Republic Plaza

9 Raffles PlaceSingapore 048 619Tel: +65 6823 1342

ContactVijay Sambamurthi


Intelligence report



July/August 2015

Luthra & Luthra Law OfficesEstablished in 1990

Number of partners: • 48Number of associates: • 270Principal offices: • New Delhi, MumbaiOther offices: • Bangalore, Hyderabad

Key practice areas

Aviation, banking & finance, capital markets, competition and antitrust, corporate & commercial, criminal law, debt recovery, dispute resolu-tion & commercial arbitration, employment, environment & regulatory exchange control, infrastructure & project finance, insurance, interna-tional trade, intellectual property, investment structuring, joint ventures, media & entertainment, mergers & acquisitions, policy & regulatory, private equity & venture capital, privatizations & disinvestments, real estate and tax.

Our services

Luthra & Luthra Law Offices is one of India’s leading full-service law firms, and is consistently rated as a Tier 1 firm. The firm was recognized as “National Law Firm of the Year – India” at the IFLR Asia Awards 2015.

Awards and recognition

Awarded the “National Law Firm of the Year - India” at the • IFLR Asia Awards 2015, 2011 & 2010.Awarded the “National Law Firm of the Year - India” at the • Chambers Asia Pacific Awards, 2012.Recognized as “India Energy and Resources Law Firm of the Year” •at the ALB SE Asia Law Awards 2015.IFLR 1000• Financial and Corporate 2015 has ranked the firm in the top-tier band.IFLR 1000 • Energy and Infrastructure 2015 has ranked the firm in the top-tier band.Awarded “Best Overall Law Firms” by • India Business Law Journal consecutively for 2014, 2013, 2012 and 2011.Ranked “Highly Recommended” firm by • Asialaw Profiles 2015 in the following practice areas: aviation, capital markets, competition & antitrust, construction & real estate, corporate/M&A, dispute reso-lution, insurance, intellectual property, IT, telco & media, labour & employment, private equity, project finance, tax.Ranked 1st in the world in the • Dealogic Global Review 2010 in the category of “Global PFI/PPP Deals”.

Prominent clients include

Abbott Laboratories, Arcelor Mittal, Axis Bank, Blackstone, Capgemini, Carlyle Group, Chinese Exim, Citigroup, DLF, EDF Energies Nouvelles, GMR Group, GVK Group, Godrej Properties, Goldman Sachs, I Squared Capital, ICICI Bank, Indiabulls Group, Japan Bank for International Cooperation, Khazanah Nasional Berhad, Kohlberg Kravis Roberts, Lufthansa, Max Life Insurance, Monsanto, Morgan Stanley, Mylan Inc, Renew Power, State Bank of India, Samsung, Sequoia Capital, Tata Group, US Exim, Yes Bank.

Contact us

New Delhi1st & 9th Floor, Ashoka Estate

Barakhamba RoadNew Delhi – 110 001, India

Telephone: +91 11 4121 5100Fax: +91 11 2372 3909

ContactRajiv Luthra (Managing Partner)

[email protected]

MumbaiUnit A2, 20th Floor, Tower 2Indiabulls Finance Centre

Elphinstone RoadSenapati Bapat Marg

Lower ParelMumbai – 400 013, India

Telephone: +91 22 4354 7000Fax: +91 22 6630 3700

ContactMohit Saraf (Senior Partner)

[email protected]

BangaloreUnit Nos. G-01 & G-02Prestige Garnet, No-36

Ulsoor RoadYellappa Chetty Layout

Bangalore – 560 042, India

Telephone: +91 80 4112 2800Fax: +91 80 4112 2332

ContactMohit Saraf (Senior Partner)

[email protected]

Websitewww.luthra.com

Intelligence report



July/August 2015

Maheshwari & CoEstablished in 2004

Number of partners: • 4Number of associates: • 16Principal office: • New DelhiOther offices: • Mumbai and LucknowAssociate offices: • Chennai, Hyderabad, Kolkata, Banagalore

Key practice areas

Corporate law, mergers & acquisitions, private equity, corporate restruc-turing, project finance, intellectual property matters, litigation, criminal matters & arbitration, immigration, real estate, pharmaceutical & health-care telecommunication, information technology, infrastructure projects, employment matters & research. Our services

Maheshwari & Co is a full-service law firm providing innovative legal solutions to domestic and international clients. Under the able guidance of our partners, who are leading experts in various areas of law, the highest standards of serv-ice are maintained and seamlessly delivered. Maheshwari & Co has assisted companies in various industrial sectors by conducting industry research and establishing their businesses in India, either as joint ventures or wholly owned subsidiaries, and handling the legal, secretarial, tax and compliance issues.

Contact us

New DehiB-7/1, Safdarjung Enclave Extension

New Delhi – 110 029, IndiaT: +91 11 2610 1906, +91 9910002881

F:+91 11 2617 1201E: [email protected]: Mr Vipul Maheshwari

and Jyotsna Chaturvedi

MumbaiLevel 8, Vibgyor Towers

C-62, G Block, Bandra Kurla ComplexMumbai – 400 098, India

T: +91 22 4090 7025F: +91 22 4090 7025

E: [email protected]: Jyotsna Chaturvedi

MPC LegalEstablished in 2012


Key practice areas

Corporate, taxation, litigation and business advisory. Our services

MPC Legal is a specialised law firm with expertise in advising on strategic investments, both inbound and outbound, corporate law, domestic and international tax (including litigation), mergers & acquisitions, securities and capital markets, real estate, information technology, anti-trust and dispute resolution.MPC Legal has a diverse pool of professionals with multi-disciplinary quali-fications having a global orientation, enabling it to provide a true 360-degree perspective. The firm’s unique ability to render niche services makes it pos-sible to deliver timely, efficient and practical legal solutions. The members of the firm understand the value of relationships and its mainstay has been its ability to work closely with clients on a “hands on” basis. The firm’s in-depth and specialist experience lends it a functional advantage.

Contact us

1H, Vandhna, 11 Tolstoy MargNew Delhi – 110 001, India

Telephone+91 11 4710 2250

Fax+91 11 4710 2290

ContactsAseem Chawla

[email protected]

Dipankar [email protected]

Intelligence report



July/August 2015

Mulla & Mulla & Craigie Blunt & Caroe Established in 1895

Number of partners: • 13Number of associates: • 100+Principal office: • MumbaiOther offices:• Bangalore, New Delhi

Key practice areas

Admiralty, arbitration (domestic & international), aviation law, banking & securities, capital markets, competition & anti-trust, construction, com-pany/commercial law, customs & tariffs, employment & industrial relations, energy law (oil & gas), entertainment law, environmental law, finance law (aircraft, ship & project), foreign investment, IT, infrastructure (power & ports), IP, insurance law, litigation, logistics, mergers & acquisitions, media & entertainment, offshore investment & securities, privatization, real estate & property law, tax laws, telecommunications, trade & transport.

Our services

A worldclass firm with a broad-based practice and a diversified client base. Founded by Sir Dinshaw Mulla in 1895, the firm has emerged as a top tier leading law firm known for its unparalled legacy in litigation and trend-set-ting solution-providing capabilities. As one of India’s leading law firms, Mulla & Mulla & Craigie Blunt & Caroe proudly acts as legal counsel to numerous multi-national companies and large Indian corporates. Individual partners concentrate on different practice areas providing specialist legal, commer-cial & technical services to clients.

With one of the strongest litigation and dispute resolution practices, the •firm advises on managing litigation risk and facilitates negotiations to resolve disputes. The firm also advises on day-to-day legal issues concerning commercial •and business affairs, including the formation of legal entities, mergers & acquisitions, transactional matters, commercial contracts and documen-tation, including supply chain contracts and take or pay contracts.The firm has a strong admiralty and aviation law practice with a world-•wide reputation as well as an extensive ship and aircraft finance prac-tice, which acts for international lenders.The firm has the expertise in relation to project, infrastructure and •construction contracts, including the expansion in relation to project, infrastructure and construction contracts, including the expansion of ports and investments in Indian private ports. It has a vast experience in drafting EPC contracts compliant with FIDIC templates.The firm is traditionally known for its pan-India real estate practice.•It also has a well-organised insurance and reinsurance practice group, •which developed over 40 years.The firm represents Indian and foreign clients in the oil and gas industry •and regulary advises on contracts and sub-contracts in relation to legal and regulatory permissions required for onshore, offshore, intertidal area drilling and oil exploration.The firm acts on both contentious and non-contentious IP matters and •advices in relation to licensing, frachising, and the protection and regis-tration of IPRs, particularly with regard to brands and copyright.

While the firm exclusively practices Indian law, several of our lawyers are admitted as attorneys at the New York Bar and as solicitors on the rolls of both the Supreme Court of England & Wales and Hong Kong.

Contact us

MumbaiMulla House

51, Mahatma Gandhi Road Flora Fountain


Telephone+91 22 2262 3191+91 22 2204 4960

Fax+91 22 6634 5497+9122 2204 0246

Bangalore209, Regency Enclave

4, Magrath RoadBangalore – 560 025, India

Telephone+91 80 2555 0370

Fax+91 80 2559 8549

New Delhi502, Nilgiri Apartments, 5th floor

9 Barakhamba RoadNew Delhi – 110 001, India

Telephone+91 11 2332 1501

Fax+91 11 2332 1520

[email protected]

Intelligence report



July/August 2015

New Delhi Law OfficesEstablished in 1992

Number of partners: • 8Number of associates: • 24Principal office: • New DelhiAssociate offices:• Hyderabad, Pune

Key practice areas

Mergers & acquisitions, restructuring, transaction advisory (domestic/cross border), competition laws, strategic alliances and joint ventures, private equity & venture capital, capital markets, banking & finance (struc-tured finance, project finance), policy & regulatory, defence, real estate, infrastructure, power (conventional/ renewable), telecom, environmental law, education, technology/e-commerce, corporate & commercial, labor and employment, taxation, domestic & cross border litigation, alternative disputes resolution, mediation, consumer law, antitrust litigation, national green tribunal, company law board.

Our services

Founded at the cusp of the Indian economic liberalization by Mr PS Dasgupta (founder partner) as a premier corporate commercial law firm, NDLO as a firm has accumulated more than two decades’ of experience in advising and assisting clients through multiple investment cycles. Coupled with its keen understanding of clients’ business objectives, the firm has been providing practical bespoke solution-oriented legal advice across its practice areas.

With an even blend of international and domestic clients, such as Bose Corporation, Bausch & Lomb, Cummins, Timken, LNJ Bhilwara Group, Ansal API, Experion, Avigo, Snap On, JAS Forwarding, OTIS, etc., the firm is regularly engaged for providing strategic advice on market entry or out-bound investments, regulatory and policy issues, mergers and acquisitions, projects, structured financing, etc., across industry segments. Furthermore, its regular engagements in providing cross border investments advisory has also seen the firm get frequently engaged for strategizing and assisting in the conduct of multi-jurisdictional cross-border litigations.

Supported by a set of creative young lawyers and of-counsels, and under the guidance of the founding partner, NDLO continues to provide legal advice and assistance in a hands-on and responsive manner. This approach has seen lawyers at NDLO being rated highly by clients.

Award & recognition

The firm was named “Corporate Regulatory Law Firm” in India by Global Law Expert in 2014.

Contact us

Suite 303DLF South Court

Plot A-1Saket District Centre

SaketNew Delhi – 110 017, India

Telephone+91 11 4072 5050

Fax+91 11 4103 4665

[email protected]

ContactsPS Dasgupta

Founder Partner

Sanjeev SaraswatManaging Partner

Rakesh ChatterjeePartner

Websitewww.ndlolegal.com

Intelligence report



July/August 2015

Phoenix LegalEstablished in 2008

Number of partners: • 8Number of associates: • 48Principal offices: • Chennai, Mumbai, New Delhi

Key practice areas

Antitrust & competition, banking & finance, corporate commercial advisory, dispute resolution (arbitration & litigation), energy, oil & gas, environment, employment & industrial relations, foreign investment & exchange control, infrastructure, insurance, intellectual property, joint ventures, foreign & technical collaboration, mergers & acquisitions, mining & resources, private equity & funds, real estate, project finance, regulatory affairs, TMT, taxation, compliance, bribery & anti-corruption, corporate insolvency & restructuring. Our services

Phoenix Legal is one of India’s foremost full service law firms, offer-ing an extensive range of transactional, regulatory, advisory and dis-pute resolution services. We advise a diverse clientele which includes domestic and international companies, banks and financial institutions, funds, promoter groups and public sector undertakings.

Based out of offices in Chennai, Mumbai and New Delhi, the firm has successfully been able to establish its identity outside its origins, dealing in significant depth with complex domestic and international matters.

The key reason for setting up Phoenix Legal was its founding part-ners’ desire to bring client service into sharper focus and to provide commercially viable legal advice in all sectors of the economy. A few characteristics which set us apart from conventional firms are: a high degree of partner involvement and availability; top quality commercially oriented legal advice; attention to detail; responsiveness and a flexible billing policy.

There are eight partners at the firm now with five of them in New Delhi and three in Mumbai.

The firm distinguishes itself from conventional firms with its level of partner involvement in all deals/transactions, at all times and its approach to provide commercial solutions on the basis of intensive and detailed legal research.

Many of our clients look to Phoenix Legal, not just for legal expertise but for advice on business critical issues.

Phoenix Legal has been recognized year-on-year in India Business Law Journal’s Indian Law Firm Awards, winning in a diverse range of cat-egories including Energy, Projects and Infrastructure and Structured Finance & Securitization. It also worked on one of India Business Law Journal’s 2014 Deals of the Year.

Contact us

ChennaiSeethakathi Business Centre

9th Floor, Office no. 2B# 684-690, Anna Salai,

Chennai – 600 006, IndiaTelephone: +91 44 2829 4626

ContactSaket Shukla


MumbaiVaswani Mansion

Office no.17 & 18, 3rd Floor 120 Dinshaw Vachha Road, Churchgate

Mumbai – 400 020, India Telephone: +91 22 4340 8500

Fax: +91 22 4340 8501

ContactSawant Singh


New Delhi2nd Floor, 254 Okhla Industrial Estate, Phase III, New Delhi – 110 020, India

Telephone: +91 11 4983 0000Fax: +91 11 4983 0099

ContactAbhishek Saxena


Websitewww.phoenixlegal.in

Intelligence report



July/August 2015

PSAEstablished in 2008

Number of partners: • 1Number of associates: • 15Principal office: • New DelhiOther office: • Chennai

Key practice areas

Automotive & parts, aviation & aerospace, banking, insurance & securitization, corporate & securities, commercial law, competition law, defence, dispute resolution, environmental law, food & pharmaceuticals, infrastructure, intel-lectual property, labour & employment, mergers & acquisitions, outsourcing, project finance, real property, start-ups, private equity and venture capital – VICTUS, taxation, technology, media & telecommunications. Our services

PSA is a pragmatic client-driven, solution-oriented firm whose primary goal is to anticipate future needs of clients. The firm is headed by Priti Suri, a busi-ness lawyer with over 29 years’ experience in three continents. Understanding the pulse of the client is a key driver of who we are. The legal team possesses in-depth industry knowledge and multilingual capabilities. Exposed to both Western and Indian cultures, we bridge the “business cultural” gaps. Our prac-tice is broad-based and extends to multitude industries and practice areas.

Contact us

14A & B Hansalaya15 Barakhamba Road


Telephone+91 11 4350 0500

Fax+91 11 4350 0502

[email protected]

ContactMs Priti Suri

Websitewww.psalegal.com

PLR ChambersEstablished in 2013

Number of partners: • 1 (+ 2 directors)Number of associates: • 17Principal office: • New DelhiOther offices: • Mumbai, Ahmedabad, Bangalore

Key practice areas

Public policy & government affairs, legislative drafting, crisis management, compliance & regulatory risk management, anti-corruption, white-collar crime, public procurement, IT & internet, privacy & data protection, cybersecurity, tel-ecom, e-commerce, retail, pharma, food & drugs, defence, nuclear power, avi-ation, international trade & investment, innovation (startups/incubators/accel-erators), CSR, charities, education, sustainability biodiversity & environment. Our services

PLR Chambers is a boutique policy and regulatory law firm with extensive experience in representing Indian and international clients before regula-tors, administrative and judicial forums and federal and state governments. The firm is retained by governments, multilateral agencies and industry to draft legislation and policy papers and to advise on legal issues, including government affairs, market entry strategies, business sustainability and crisis management.

Contact us

Suite 1B, Plot 8B, Main Mathura RoadNew Delhi – 110 014, India

ContactsSuhaan Mukerji, Partner

Tel: +91 8800601364 [email protected]

Aditya Rao, CounselTel: +91 8800601360


Websitewww.plrchambers.com

PLR Chambers was a winner of India Business Law Journal’s 2014 Indian Law Firm Awards in the category of

Policy and Regulation.

Intelligence report



July/August 2015

RNClegalRajinder Narain & CoEstablished in 1950


Key practice areas

Aircraft leasing & financing, regulatory, repossessions & enforcement; mergers & acquisitions; corporate/commercial advisory, arbitration & litiga-tion; industrial relations & employment; exchange control laws; company law & regulatory compliance; competition laws and technology transfer. Our services

RNClegal/Rajinder Narain & Co was one of the first legal firms to be established in New Delhi soon after the independence of India in 1947 and the promulgation of the Constitution in India.

The firm’s partners have been judges and chief justices of the high court, and have held offices as presidents and secretaries of various Indian and overseas bar associations.

Contact us

Maulseri House7, Kapasehera Estate


Shivam House14-F Connaught Place


Telephone: +91 11 4122 5000

Fax: +91 11 4122 5001


Website: www.rnclegal.com

Contact: Mr Ravi Nath

Puthran & AssociatesEstablished in 2004

Number of partners: • 2Number of associates: • 20Principal office: • ChennaiOther offices: • Bangalore, Trivandrum

Key practice areas

At P&A, we provide a complete range of legal services relating to all intel-lectual property matters involving patents, trademarks, copyrights, geo-graphical indication and industrial designs. Our services

Puthran & Associates is a progressive professional law firm providing high quality intellectual property services in line with global best practices. With a strong foundation based on ethical legal practice and emphasis on prompt and efficient service, P&A partners with organizations worldwide in protecting intellectual property rights. Our clientele are from diverse backgrounds and are leading players in their respective domains, and our steady growth stands testimony to the implicit trust that they have in our services. We are noted for being a customer-centric law firm, with attor-neys and paralegals who are deeply committed and dedicated to the best interests of our clients.

Contact us

B-3, Kesavan Orchid 5/7, North Mada Street

Sri Nagar Colony, SaidapetChennai – 600 015Tamilnadu, India

Telephone+91 44 4206 4209+91 44 4231 2604

Fax+91 44 4206 4219

Email

[email protected]

Websitewww.puthrans.com

Intelligence report



July/August 2015

Saikrishna & AssociatesEstablished in 2001

Number of partners: • 10Number of associates: • 66Principal office: • Noida, National Capital Region (NCR)

Key practice areas

Dispute resolution (IP, regultory & general commercial), IP prosecution (trademarks, copyrights, designs & patents), commercial IP advisory & transactional services, TMT, film, music, TV, cyberlaws, software, publish-ing, policy development, competition law, corporate law. Our services

Saikrishna & Associates is a leading intellectual property and general practice law firm specializing in prosecution, litigation, transactions and policy devel-opment, and related areas, such as trade secrets, confidential information and defamation. The firm also has extensive expertise in the media, broadcasting, publishing and software sectors. Ranked among the top IP litigation practices in India, with individual members representing several Fortune 500 compa-nies, the firm also engages in IP enforcement and has a strong investigation and enforcement unit. The firm’s focused transactions practice assists clients with issues including licensing, merchandising, content/script clearance, libel read memos, aggregation and the auditing of large content libraries.

Contact us

A-2E, CMA Tower, 2nd FloorSector 24, Noida – 201 301

National Capital Region, India

Telephone+91 120 463 3900

Fax

+91 120 463 3999

[email protected]

Contact

Mr Saikrishna Rajagopal (mobile: +91 9910153099)

RRG & AssociatesEstablished in 2010

Number of partners: • 4Number of associates: • 22Principal offices: • New Delhi, Gurgaon, MumbaiOther office: • Kolkata

Key practice areas

Corporate & commercial litigation, civil litigation, criminal litigation, mining, foreign exchange, taxation, media & broadcasting, constitutional laws, IP, competition law, consumer rights, cross-border dispute resolution, corporate & commercial advisory, capital markets, banking & finance, restructuring & reorganization, M&A, real estate & infrastructure, commercial contracts, joint ventures & technical collaborations, foreign investments, PE & VC. Our services

RRG & Associates is led by Ms Ranjana Roy Gawai, a reputed lawyer with vast experience in corporate and commercial law and and SEBI matters. RRG & Associates has an inspiring team of dynamic professionals with an impres-sive practice in corporate/commercial work and litigation. It has a practice in the Supreme Court of India, various high courts, districts courts and tribunals across the country. Ms Vasudha Sen has become equity partner. Mr Salim A Inamdar recently joined the firm as a partner with a team of four associates.

Contact us

New Delhi C-14, LGF, Chirag Enclave

Greater Kailash-I New Delhi – 110 048, India

Tel: +91 11 4056 3742 +91 93 1191 1201/06

Fax: +91 11 4100 5046

Mumbai 115, 1st Floor, Birya House 265, Nariman Street, FortMumbai – 400 001, India

Contact Ms Vasudha Sen

[email protected]

Website www.rrgassociates.com

Intelligence report



July/August 2015

Seth Dua & AssociatesEstablished in 1998


Key practice areas

Aviation; aerospace & defence; automotive; arbitration & litigation; banking & finance; capital markets/securities; corporate & commercial, transactions; competition law; corporate fraud; energy & natural resources; employment law; foreign exchange law; joint ventures; foreign investments; M&A; hospital-ity & leisure; infrastructure projects; intellectual property; PPP; procurement; private equity & venture capital; real estate & construction; direct & indirect tax; international trade & WTO; telecoms, media & technology (TMT). Our services

Seth Dua & Associates (SDA) is a leading full-service Indian law firm. Highly recommended and rated consistently by all renowned legal directories (Chambers, Legal 500, AsiaLaw, etc) for word class quality services to clients across the globe, SDA has a dedicated team of professionals practicing vari-ous disciplines of law. The professional strength of the firm is derived from a unique combination of legal, tax and dispute resolution services that can be offered to client along with in-depth industry focus.

Contact us

601, 6th FloorDLF South Court, Saket


Tel: +91 11 4164 4400Fax: + 91 11 4164 4500

Website: www.sethdua.com

Contacts

Sunil Seth, Senior Partner [email protected]: +91 9810055100

Atul Dua, Senior Partner [email protected]

Mobile: +91 9810162645

Samvad PartnersEstablished in 2013

Number of partners: • 9Number of associates: • 35Principal offices: • Bangalore, Mumbai, New DelhiOther office: • Chennai

Key practice areas

Anti-corruption & corporate governance; banking & finance; commercial real estate; dispute resolution (arbitration & litigation); general corporate advisory; human resources & employment; infrastructure; intellectual prop-erty; mergers & acquisitions and joint ventures; private equity & venture capital funds & investments; technology, media & telecommunications. Our services

Samvad Partners is a partner-led, solution-oriented law firm. The firm is com-mitted to providing smart and quality legal advice to our clients; maintaining the highest levels of professional integrity; and nurturing our lawyers in a work environment that motivates them to achieve and maintain the highest stand-ards. Samvad has consistently received the highest accolades and ranking from our peers, including recognition in Chambers & Partners and Legal500, over the past few years.

Contact us

BangaloreHarish B Narasappa, Partner

T: +91 80 4268 6000, F: +91 80 4268 6031 [email protected]

MumbaiVineetha MG, Partner

T: +91 22 6104 4000, F: +91 22 6104 [email protected]

ChennaiRohan K George, Partner


New DelhiAshwini Vittalachar, Partner


Intelligence report



July/August 2015

Shardul Amarchand Mangaldas & CoEstablished in 2015

Number of partners: • 69Number of associates: • 294Principal offices: • New Delhi, MumbaiOther offices:• Ahmedabad, Bengaluru, Gurgaon, Kolkata,

Key practice areas

General corporate (mergers & acquisitions; joint ventures & collabora-tions; private equity; real estate; taxation; insurance; employment; tech-nology, media, & telecommunications); projects & project finance; capital markets; banking & finance; intellectual property; dispute resolution; competition law; policy & regulatory.

Firm overview

Shardul Amarchand Mangaldas & Co (SAM & Co) is one of India’s leading full service law firms. Founded on almost a century of legal achievement, SAM & Co started anew in May 2015. With over 69 partners and about 370 lawyers, the firm deploys its legal resources across all major prac-tices and focuses on several core areas of commercial activity.The mission of the firm is to enable business by providing solutions as trusted advisers through excellence, responsiveness, innovation and collaboration. We are the exclusive Indian member firm of the prestigious Lex Mundi, the world’s leading network of independent law firms.

Practice highlights

General corporate: The general corporate practice of the firm includes mergers and acquisitions, JVs, private equity and business restruc-turing, which are well documented in the annals of Indian corporate history. The tax, competition law, intellectual property and regulatory teams work very closely with the corporate teams to facilitate deal clo-sures. Our insurance practice is robust and well recognized. Projects and project finance: We advise developers, EPC contrac-tors, investors and lenders on various infrastructure projects in the power, oil & gas, ports, roads and mining sectors. Capital markets: Our offerings include legal and regulatory advice on IPOs, FPOs, rights issues, QIPs, ADRs, GDRs, IDRs and AIM listings on the equity side. On debt capital markets, our offerings include issuance and restructuring of FCCBs, and non-convertible bonds.Dispute resolution: We are considered a go-to firm for domestic & international arbitration, commercial, corporate and regulatory disputes in various courts, tribunals, forums, administrative authorities and regu-lators in India.Banking & finance: Our offerings range from traditional banking docu-mentation to securitization, factoring, setting up payment banks, syndi-cated loans, structured finance, and acquisition finance. Other practice areas and industry expertise: Bankruptcy and insol-vency, consumer protection and product liability, corporate/commercial advisory, defence, e-commerce, employment, environment and climate change, e-trade and outsourcing, FCPA and bribery investigations, infrastructure, internet governance, mining and energy, pro-bono, phi-lanthropy and trusts, real estate & trusts, regulatory and public policy, retail, taxation, TMT, trade law and white collar crime.

Contact us

Shardul S ShroffExecutive Chairman


New Delhi216, Amarchand TowersOkhla Industrial Estate

Phase III, New Delhi – 110 020, IndiaTel: +91 11 4159 0700, 4060 6060

Contact: Ms Pallavi ShroffEmail: [email protected]

MumbaiExpress Towers, 17th Floor

Nariman PointMumbai – 400 021, India

Tel: +91 22 4933 5555 Contact: Mr Akshay Chudasama


BengaluruPrestige Sterling Square

Madras Bank RoadOff Lavelle Road

Bengaluru – 560 001, IndiaContact: Mr Jatin Aneja


Ahmedabad301-302, Parshwanath E-squareCorporate Road, PrahladnagarAhmedabad – 380 015, India

Tel +91 79 4900 9200, 2929 7831Contact: Mr Pankaj Agarwal


GurgaonMPD Towers, 6th Floor

DLF Phase VSector 43, Golf Course Road,

Gurgaon – 122 022, IndiaTel: +91 124 459 5150, 436 7734

Contact: Mr Amit KumarEmail: [email protected]

KolkataAnand Lok, 227

A.J.C. Bose RoadKolkata – 700 020, India

Tel: +91 33 4010 8400, 2283 6748Contact: Mr Siddhartha Datta


Intelligence report



July/August 2015

Singhania & Co Established in 1969

Number of partners: • 12Number of associates: • 51Principal office: • New DelhiOther offices:• Mumbai, Bangalore, Kolkata, Chennai, Hyderabad, Jaipur, London

Key practice areas

Antitrust & competition, admiralty, anti-dumping, aviation, corporate & commercial, company registration, dispute resolution, international trade, venture capital & private equity.

Our services

Singhania & Co comprises of a large team of law practitioners conversant and specialized in various faculties of international business law to ensure the delivery of customized practicable and affordable solutions to the cli-ents. In the process of providing the solutions to our clients we provide various inputs and valuable insights regarding the development in the field of the economic and commercial climate of india.

Antitrust & competition: Our antitrust and trade regulation team advises on a whole range of competition and antitrust issues, cartels and antitrust inves-tigations, abuse of dominant position, merger control regulations, bidding and public procurement, and commercial agreements.Admiralty: Singhania & Co has extensive experience and a global reputation of handling ship arrest and release and all other aspects of maritime matters. The firm advises on all types of disputes, representing owners, charterers, suppliers, repairers, cargo owners and their insurers, including P&I clubs.Anti-dumping: The team has expertise in legal analysis, preparation of com-plaints, consultations, settlement, negotiations, preparation of legal and fac-tual submissions, making oral submissions, adjudication and implementation of dispute settlement reports.Aviation: We provide litigation support to aviation companies before high courts, the Supreme Court, various forums, commissions and authorities.Corporate and commercial: Corporate and commercial law is a major part of our practice. The team offers legal documentation, contracts and agree-ments (including setting up business in India and abroad), foreign direct investment regulation obtaining approval from statutory bodies, collabora-tions, joint ventures, M&A, due diligence, restructuring, statutory compliance audits, government approvals and clearances.Company registration: We provide company registration services at afford-able price to our global clients in India and across the globe, which meet the client’s requirements and expectations completely. Dispute resolution: The firm has a formidable dispute resolution and arbitra-tion practice which includes competition law, corporate and commercial law, IP, labour, securities and taxation matters before a wide range of courts and tribunals.International trade: Singhania & Co has one of the oldest international trade practices in India and has been advising clients on a wide range of areas such as anti-dumping, subsidy and safeguard investigations, bilat-eral agreements, free trade agreements (FTAs), market access initiatives, foreign trade policy, export incentives and customs. Venture capital and private equity: We have earned a reputation for representing companies which are seeking financing, as well as financing sources such as venture capital firms, private equity firms, institutional investors, and angel investors.

Contact us

New Delhi (Head Office)N- 17 Pal Building, Green Park Extension

New Delhi – 110 016, IndiaT: +91 11 4652 3123 or 4052 8340

Mobile: +91 9958065656Contact: Anshuman Tiwari

Mumbai83-C Mittal Tower, Nariman Point

Mumbai – 400 021, IndiaT: +91 22 2204 9973 or 218 2441

E: [email protected]: Pradeep Kumar Jain

Bangalore204-A Mittal Tower, 6 Mahatma Gandhi Rd

Bangalore – 560 001, IndiaT: +91 80 2558 8763

E: [email protected]: Anindya Mazumdar

Kolkata1st Floor, Suite E-1, 75-C Park Street

Kolkata (Calcutta) – 700 016, IndiaT: +91 33 2229 5088

E: [email protected]: Rakesh Kumar

Chennai1 Rayala Towers, 781-785 Anna Salai

Chennai – 600 002, IndiaT: +91 44 2852 1626

E: [email protected]: Abhilash KS

Hyderabad 6th Floor Suit # 614 Babu Khan Estate

Bashir Bagh, Hyderabad – 500 029, IndiaT: +91 40 2323 6219

E: [email protected]: Revathi P

JaipurA-4 Yudhishter Marg, Jaipur, India


London

134 Buckingham palace RoadLondon SW1 W9SA, UK


Contact: Vijay Goel

Intelligence report



July/August 2015

SK Singhi & Co Established in 2009

Number of associates: • 20Principal office: • KolkataOther office:• New Delhi

Key practice areas

Corporate advisory: corporate, banking & securities, private equity & FDI, merchant banking & capital markets, mergers & acquisitions, competition law, intellectual property, due diligence & legal audit, commercial contracts & agreements, joint ventures & collaborations, accounting and taxation to foreign nationals & NRIs.

Transactional & litigation: arbitration, conciliation & alternate dispute resolution, litigation, intellectual property & cyber law, industrial & labour law, real estate & property law, taxation planning & legal.

Our services

SK Singhi & Co is a young professional Indian law firm based in Kolkata. The firm operates through a network of associates across the country and beyond its borders. It provides specialized advice on legal, fiscal, corporate and commercial law and matters related to company law, infrastructure, mining, manufacturing, real estate, banking, financial services, NBFCS as well as insurance, mutual funds, trusts, societies and individuals. Within the organization we have a separate division for advisory on account-ing and taxation headed by Mr Ankur Singhi, a chartered accountant, whereby we provide accounting and taxation advice to foreign nationals and NRIs.

SK Singhi & Co’s skill and expertise are best suited to the needs of clients who demand quick and specialized professional services. The firm offers to its clients a positive approach towards fulfilling their targets and objectives in a time-bound schedule with minimum possible cost. We closely work with each of our clients, be it a corporate or an individual, to understand the practical aspect of their business or profession and analyse their problems commercially or otherwise to give practical advice and services.

ISO certification

SK Singhi & Co is the first law firm in eastern India to be awarded an ISO 9001:2008 certificate by the British Standard Institute.

Awards & accolades

The firm has been awarded the prestigious titles of The Best Rising Indian Law Firm of the Year, 2013-14, and the Regional Law Firm of the Year (East), 2014 – 2015, by the Legal Era Awards.

In the media

Articles by Mr SK Singhi and other associates of the firm have been pub-lished in various legal magazines and journals, including Lex Witness and Legal Era.

Contact us

Corporate office4 Kiran Shankar Roy RoadRaja Chambers, 1st Floor

Kolkata – 700 001West Bengal, India

Branch officeTobacco House

Room No.14, 1st Floor1/2-Old Court House Street

Kolkata – 700 001West Bengal, India

New DelhiI-44 Jangpura Extn


Telephone+91 33 2231 8652+91 33 4005 6425

Fax+91 33 2262 3321

[email protected]

[email protected]

Websitewww.sksinghiandco.com

ContactsMr SK Singhi

+91 97 48035250

Mr Ankur Singhi+91 98 36209981

Ms Riti Basu+91 98 30773361

Intelligence report



July/August 2015

SS Rana & Co Established in 1989

Number of partners: • 3Number of associates: • 34Principal office: • New DelhiOther offices:• Bangalore, Chennai, Kolkata, Mumbai, Noida

Key practice areas

Strategizing, protecting & monetizing intellectual property, including trademarks, patents, designs, copyrights, IP litigation, IP infringement and passing off matters, in India and abroad.

Our services

SS Rana & Co is a premier intellectual property law firm that provides impec-cable services in respect of contentious and non-contentious IP-related mat-ters, business and commercial laws. Since its inception in 1989, the firm has represented multinational clients in all phases of contentious litigation, primarily before the Supreme Court of India, the Indian Patent Office, the Trade Marks Registry, the Copyright Board, the Intellectual Property Appellate Board and the National Internet Exchange Board of India (NIXI). It is one of very few IP firms registered as “advocate-on-record” with the Supreme Court of India and thus is able to represent its clients in litigation matters right from district courts to the Supreme Court. The firm has been awarded the ISO 27001:2013 Information Security Management Certificate from DNV-GL (a European international certifica-tion body), marking its commitment to best practices aimed at improving its business performance and ensuring the highest degree of data security and confidentiality for its clients.The proactive team comprises professionally qualified IP attorneys, advocates, patent agents, engineers, software professionals and experts from disparate fields such as IT, biotechnology, chemistry, pharmaceuticals, applied science and business management. Under the guidance of the managing partner, the talented and exuberant team makes constant endeavours for maximum utili-zation of time and resources and ensures that every client receives undivided attention and benefits from the firm’s broad range of expertise.With more than four decades of experience, senior litigators of the firm are committed to providing counsel of the highest quality and helping clients to achieve strategic business objectives. The firm’s long standing relation-ship with many Fortune 500 companies and other esteemed international and national corporations speaks laurels for its diligent and strategic legal services. The growth in number of clients bears testimony to the world class proactive legal services provided by the firm. It has also been recognized by several reputed journals and publications for its high quality services.

Corporate social responsibility

The firm understands its corporate social responsibility and makes every effort to comply with the spirit of the law and ethical standards. The firm actively participates in IP sensitization programs organized by govern-ment and non-government bodies such as ISRO, TIFAC, PFC, FICCI, CII, ASSOCHAM, WIPO, MSSI and NIESBUD, with the sole intention of raising IP awareness in India. The firm offers pro-bono services to support the cause of grassroots innova-tors to enable them to monetize their innovations and inventions and benefit from the burgeoning rural industries in India.

Contact us

Registered office317, Lawyers’ Chambers

High Court of DelhiNew Delhi – 110 003, India

Corporate office81/2, 2nd & 3rd floors

Aurobindo MargNew Delhi – 110 016, India

Noida604/605, Chokhani Square

P-4, Sector 18Noida – 201 301, India

Mumbai

G/F & 1/F, Trade CenterBandra Kurla Complex, Bandra


KolkataRDB Boulevard, 8th floor

Plot K-1, Sector V, Block EP & GPSalt Lake City

Kolkata – 700 091, India

Chennai2nd Floor, Altius Olympia Tech Park – 1

SIDCO Industrial Estate, GuindyChennai – 600 032, India

Bangalore

2nd Floor, Prestige OmegaNo. 104 EPIP Zone, Whitefield

Bangalore – 560 066, India

Telephone+91 11 3056 2000 (10 lines)

Fax+91 11 3056 2010

Contacts Vikrant Rana

[email protected]

Lucy [email protected]

Websitewww.ssrana.in

Intelligence report



July/August 2015

Titus & Co, Advocates Established in 1996

Number of partners: • 7Number of associates: • 75Principal office: • New Delhi Other offices: • Milan (Italy), Bangalore, Chennai, Chandigarh, Hyderabad, Jabalpur, Jalandhar, Kolkata, Mumbai

Key practice areas

Admiralty, maritime & shipping; alternative dispute resolution; arbitration (national & international); aviation; banking & finance; biotechnology & life sciences; capital markets & securities; commercial litigation; corporate governance, compliance & legal audits; criminal litigation; data protection; infrastructure projects; insurance; intellectual property & anti-counterfeit-ing; IT, outsourcing & licensing; labour; media & entertainment; mergers, acquisitions, takeovers, corporate restructuring, project finance; real estate & construction; regulatory & government affairs; tax (direct & indi-rect); telecommunications & IT; trade law & anti-dumping; venture capital & private equity.

Our services

Titus & Co is one of India’s leading and prominent full-service commercial law firms with substantial representations in transactional, tax, intellectual property, civil and criminal litigation and arbitration matters. Titus& Co represents a wide range of clients from the US, Europe, Australia and Asia, including 59 Fortune 500 Global corporations.In July 2010, Titus & Co established an office in Milan, Italy, in association with Mr Jacopo Gasperi, a prominent Italian lawyer with an India-focused practice.

International groupings

International Bar Association, Inter-Pacific Bar Association, ICC India (International Chambers of Commerce), Licensing Executives Society, Association of Trial Lawyers of America, The Association of European Lawyers (AEA International), US-India Business Council and Swiss Business Forum.

Memberships

India Legal Group (founding member), Delhi High Court Bar Association, Company Law Board Bar Association, Supreme Court Bar Association, Indian Council of Arbitration, Society of Indian Law Firms, Federation of Indian Chambers of Commerce and Industry, Confederation of Indian Industry, Indo-Italian Chamber of Commerce, PHD Chamber of Commerce, Joint Business Councils, Indo American Chamber of Commerce, The Council of EU Chambers of Commerce in India, Indo Israel Business Alliance, ASSOCHAM, INSOL India, ITPO, Federation of Indian Export Organizations, Indo-German Chamber of Commerce, TiE, NCTI, Canada- India Business Council.

Awards & recognition

Titus & Co is recognized and awarded by the Government of India, India Business Law Journal, Asia-Pacific Legal 500, Chambers and Partners, IFLR 1000, Asia Law & Practice, The Global Counsel 3000, Asialaw Profiles, Who’s Who Legal, Which Lawyer PLC and Business Today.

Contact us

R- 77 A, Greater Kailash-INew Delhi – 110 048

India

Telephone+91 11 2628 0100

Fax+91 11 2648 0300

[email protected]

Contacts Diljeet Titus, [email protected]

Baljit Singh Kalha, [email protected]

RS Mittal, [email protected]

Ujjwal Sharma, [email protected]

LanguagesEnglish, French, Gujarati, Hindi, Italian,

Malayalam, Punjabi, Spanish, other Indian languages

Intelligence report



July/August 2015

Trust LegalEstablished in 2005


Key practice areas

Environment, infrastructure, healthcare & pharmaceutical, dispute resolution, corporate, private wealth & family laws. Our services

Trust Legal was founded in 2005 by Sudhir Mishra, alumni of the International Visitor’s Leadership Program, sponsored by the Government of United States of America, with a very strong focus on corporate and dispute resolution practice areas related to environment, healthcare, infrastructure, banking and finance and the oil and gas sectors. The niche practice of environmental law is well known and Sudhir was awarded as the “Best Environmental Lawyer of Year Award, 2013” by Legal Era magazine. The Economic Times, on 26th August 2014, singularly highlighted the leadership position of Trust Legal in environmental laws. The arbitration and dispute resolution practice is headed by Mamta Tiwari who has been consistently ranked by Asia Pacific Legal 500 and Chambers & Partners. The firm advises and represents companies in their contentious issues, including trans-boundary issues and litigation.

Contact us

I-5, Ground FloorJangpura Extension


Telephone+91 11 4356 0349+91 11 4355 1349+91 9811041967

[email protected]@trustlegal.in

ContactsMr Sudhir MishraMs Ritwika Nanda

Websitewww.trustlegal.in

TrilegalEstablished in 2000

Number of partners: • 27Number of associates: • 161Principal offices: • New Delhi, Mumbai, Bangalore, Hyderabad

Key practice areas

Mergers & acquisitions, strategic alliances & joint ventures, private equity & venture capital, defence & aviation, energy & infrastructure, banking & finance, taxation, restructuring, capital markets, telecoms, media & technology, dis-pute resolution, regulatory, competition law, labor & employment, real estate, hospitality, pharma, manufacturing and others. Our services

Trilegal is one of India’s top-tier law firms with offices in four of India’s major cities. We represent clients on a large number of the most complex and high value transactions in India, leading to our key practices winning top industry awards and accolades. We believe that the combination of our firm’s culture, depth of sectoral and transactional experience, wide range of expertise and the quality and energy of our lawyers, allows us to offer a level of client service that is unique to the Indian legal market. Our lawyers are trained to take a commercial perspective of the issues our clients face with a solution-oriented approach and give high quality practical advice.

Contact us

TelephoneNew Delhi: +91 11 4163 9393 Bengaluru: +91 80 4343 4646 Mumbai: +91 22 4079 1000

Hyderabad: +91 40 2355 6781

[email protected]

ContactBakul Anand

Websitewww.trilegal.com

Intelligence report



July/August 2015

Veritas LegalEstablished in 2015


Key practice areas

Mergers & acquisitions, private equity, corporate law & restructuring, dispute resolution, real estate & franchising, competition law. Our services

Veritas Legal is a boutique law firm recently established by Abhijit Joshi, former senior partner and CEO of AZB & Partners. Veritas brings together the experience of lawyers who have worked in India’s leading law firms. Our aim is to provide clear-focused legal advice and solutions based on an in-depth knowledge of the legal, regulatory and commercial environment in India.

Our clients benefit from our past experience, blended with personal and streamlined legal advice. We maintain a competitive fee structure; we simplify processes and gain efficiency without compromising the quality of service we provide.

Contact us

Forbes Building, 3rd FloorCharanjit Rai Marg, FortMumbai – 400 001, India

Telephone+91 22 4368 6700

ContactAbhijit Joshi


Webpagewww.veritaslegal.in

Tuli & CoEstablished in 2000

Number of partners: • 3Number of associates: • 27Principal office: • New DelhiOther office: • MumbaiAssociate offices:• Auckland, Beijing, Belfast, Birmingham, Bogota, Brussels, Cambridge, Chelmsford, Copenhagen, Dubai, Dublin, Edinburgh, Glasgow, Hong Kong, Karachi, Lisbon, London, Madrid, Maidstone, Manchester, Mexico City, Miami, Moscow, Paris, Rio de Janeiro, Santiago, Sao Paulo, Shanghai, Sheffield, Singapore, Sydney, Taunton, Warsaw

Key practice areas

Insurance & reinsurance, dispute resolution, coverage issues, corporate & commercial. Our services

Tuli & Co was established in 2000 to service the Indian and international insur-ance and reinsurance industry. We are an insurance-driven commercial litiga-tion and regulatory practice and have working associations with firms in other Indian cities as well as globally via our association with Kennedys.

Contact us

New Delhi 7A Lotus Towers, Community Centre

New Friends ColonyNew Delhi – 110 025, India

Tel: +91 11 4593 4000Fax: +91 11 4593 4001

Email: [email protected]: Neeraj Tuli

Mumbai

513 B-Wing, Sahar Plaza ComplexMV Road, Andheri (E)


Tel: +91 22 6725 5421Fax: +91 22 6725 5422Email: [email protected]: Rajat Taimni

Intelligence report



July/August 2015

Vutts & AssociatesEstablished in 2008


Key practice areas

Patents, designs, trademarks, copyright, IP litigation, conflict reso-lutions, enforcements, geographical indications, competition laws, agreements, domain name disputes, investigations, IP licensing & fran-chising, negotiations for sale of IP, due diligence and IP audit. Our services

“Keep it Simple” is the philosophy at Vutts & Associates. The firm takes pride in serving clients through its enthusiastic professionals, who are willing to roll up their sleeves to provide the best possible services. Moving away from the traditional setup of Indian law firms, Vutts & Associates provides simple and practical solutions to diverse issues related to intellectual property laws. The firm’s practice includes all aspects of intellectual property and allied com-mercial laws, including portfolio management, cyber laws, licensing, litigation, character merchandising, brand acquisitions, competition and consumer laws, the recordal of IP rights with customs, domain names, internet laws, technology transfers and certain types of non-IP litigation.

Contact us

A-1/232, Safdarjung EnclaveNew Delhi – 110 029, India

Telephone+91 11 4109 6441

Fax+91 11 4109 6442

ContactsVaibhav Vutts

[email protected]

Prabhakar Mani PratapPartner

[email protected]

VERUSEstablished in 2011

Number of partners: • 5Number of associates: • 30Principal offices: • Mumbai, New Delhi, Kolkata and Hyderabad

Key practice areas

Corporate advisory/transactions: Mergers & acquisitions, joint ventures, banking & finance, private equity, infrastructure & projects, capital mar-kets, corporate restructuring.Dispute resolution: Commercial litigation & arbitration, debt recovery & enforcement of security interest, securities litigation, white collar offences, mining & energy disputes, consumer disputes. Our services

VERUS is a young pan-Indian law firm focusing on corporate advisory and transactions as well as dispute resolution. VERUS is led by five partners and has offices in Mumbai, New Delhi, Kolkata and Hyderabad.

Recognized as a Best New Law Firm in India Business Law Journal’s 2012 Indian Law Firm Awards, VERUS has already become clients’ choice for superior counsel and service through partner-level advice that is mature, timely and cost-effective.

Contact us

MumbaiT: +91 22 2286 0100, 2283 4130


New DelhiT: +91 11 2621 5601/02


KolkataT: +91 33 4016 4844/45E: [email protected]

HyderabadT: +91 40 3993 5766


Contact: [email protected]

www.verus.net.in


CorrespondentsBanking & finance

July/August 2015

RBI clarifies issues relatedto the business of factoring

By BabuSivaprakasam, Deep Roy andMegha Agarwal, Economic Laws Practice

109 A Wing, Dalamal TowersFree Press Journal Road

Nariman Point, Mumbai – 400 021, IndiaTel: +91 22 6636 7000Fax: +91 22 6636 7172

Email:[email protected]@elp-in.com

Mumbai | New Delhi | Ahmedabad | Pune | Bengaluru | Chennai

The Factoring Regulation Act, 2011, enabled banks and non-banking financial companies registered as

factors to undertake the business of fac-toring. The enactment of the Factoring Regulation Act was the first step taken by the government to regularize and facilitate the business of factoring in India. However, since banks and non-banking financial companies were both subject to the guidelines of the Reserve Bank of India (RBI) on matters pertain-ing to prudential norms and exposure requirements, there were glaring loop-holes and unresolved issues regarding the conduct of the business of factoring by such entities.

Some of these issues were high-lighted in this column in the February issue of India Business Law Journal. The RBI has taken steps to resolve these issues and provide clarity by way of its circular titled “Provision of Factoring Services by Banks – Review”, dated 30 July.

Clarifications

The circular has recognized three types of factoring services: (i) factoring “without recourse”, where banks will have no recourse against the assignor (owner of the receivable), except in the case of misrepresentation or non-per-formance of obligations by the assignor; (ii) factoring “with recourse”, where the sale of the receivables by the assignor to the banks would not amount to a true sale on the books of the assignor; and (iii) factoring with “limited recourse”, where the conditions of recourse may be contractually agreed between the bank and the assignor.

The circular prescribes the exposure norms in relation to the different kinds of factoring. In the case of factoring with recourse, the exposure is to be reck-oned on the assignor and in the case of

factoring without recourse, the exposure is to be reckoned on the debtor (person liable to pay the receivable). Thus, the circular has provided clarity on who the borrower would be and how provision-ing would need to be done.

The circular’s provisions are in line with the recommendations made by the Technical Committee on Services/Facilities to Exporters, set up by the RBI and chaired by G Padmanabhan, in its report dated 29 April 2013. However, such reckoning of exposure assumes more importance as the circular stipu-lates that if a receivable acquired under factoring is not paid within 90 days of the due date, the entity on which the exposure was booked is to be treated as a non-performing asset.

Banks are mandated to ensure that factoring services are provided only for genuine trade transactions. Banks are also required to ensure that the pre-payment amount offered for the receiva-bles is not more than 80% of the invoice value. The limits for underwriting com-mitments in without recourse factoring transactions are to be fixed by the banks’ boards. In order to avoid the risks of double financing, the circular prescribes that banks and factors should exchange information about common borrowers (that is, the assignor). For such purposes, banks could also resort to the informa-tion available at the Central Registry of Securitisation Asset Reconstruction and Security Interest of India.

For the purposes of accounting, fac-toring transactions would be treated as part of loans and advances. Banks are also required to conduct know your customer (KYC) checks in respect of all factoring services.

Export factoring

The Technical Committee’s report in 2013 suggested that the RBI should

permit banks to undertake export factor-ing on a non-recourse basis. Prior to the RBI’s circular titled “Export factoring on non-recourse basis”, dated 16 July 2015, authorized dealer banks in India could only provide export factoring services to exporters on a with recourse basis.

Export factoring usually involves arrangements with international factor-ing companies such as Factors Chain International, International Factors Group, etc. Such companies envisage structures where the correspondent fac-tor (import factor) can take up 100% of the payment risk of the importer abroad.

By way of the 16 July circular, the RBI has taken a step further to recognize the factoring of export receivables on a non-recourse basis and the concept of import factors, with the intent of enabling exporters to improve their cash flow and meet their working capital requirements.

The 16 July circular recognizes that the export factor (authorized dealer bank) can have a back-to-back arrange-ment with an import factor (located abroad). The export factor is required to conduct KYC, credit evaluation and due diligence on the exporter.

The two July circulars have provided the much required boost to trade financ-ing structures in India. The country’s trade finance market is heading towards a more mature trajectory with complex structures being devised. Regulations such as those provided in the circulars help reaffirm and steer such structures in the right direction. The RBI always succeeds in introducing adequate risk management processes to ensure that the desired checks are in place.

Babu Sivaprakasam is a partner, Deep Roy is an associate partner and Megha Agarwal is an as-sociate at Economic Laws Practice. This article is intended for informational purposes and does not constitute a legal opinion or advice.

Correspondents


Dispute resolution

Updates on gaming laws and discretion on writ petitions

By Vivek Vashi and Krishnendu Sayta,Bharucha & Partners

Bharucha & Partners Advocates & SolicitorsCecil Court, 4th Floor, MK Bhushan Road

Mumbai-400 039India

Tel: +91-22 2289 9300Fax: +91-22 2282 3900

E-mail: [email protected]

The past few months have seen developments in the field of gam-ing laws in India, involving both

the judiciary and state governments.

Gaming licences in Sikkim

Pursuant to the Sikkim Onl ine Gaming (Regulation) Act, 2008, the Sikkim government issued “go live” licences in relation to the following games: roulette, black jack, pontoon, punto banco, bingo, casino brag, poker, poker dice, baccarat, chemin de fer, backgammon, keno and super pan 9.

While the issuance of new gam-ing licences will generate revenue, an increase in licence fees may hamper potential revenue growth. The online gaming levy has been raised from 1% of the licensee’s gross gaming yield to 10% of gross gaming yield or `50 mil-lion (US$782,000) per year, whichever is greater.

The Mahalakshmi case

In 2012, in a case involving the Mahalakshmi Cultural Association, Madras High Court held that although rummy is a game of skill, it would, if played with stakes, amount to gam-bling. The Supreme Court while hear-ing the appeal stayed the operation of the high court’s order. The industry is eagerly awaiting the outcome of the appeal, as it will affect whether enti-ties can profit from a game of skill. The parties have specifically asked the Supreme Court to consider the issue of the legality of online gaming websites where rummy is played for stakes.

The central government has been impleaded to provide its opinion on a range of issues including money laundering and the applicability of the Information Technology Act, 2000.

However, in September 2014, the addi-tional solicitor general stated that since gaming and gambling were on the state list of India’s constitution, the state would be the appropriate authority to intervene. A hearing on the matter is pending.

Public interest litigation

A public interest litigation seek-ing a writ of mandamus directing the Maharashtra government to enforce the Maharashtra Casinos (Control and Tax) Act, 1976, is pending before Bombay High Court. The act was passed in the legislative assembly and received the governor’s assent on 19 July 1976. However, as the state government has not notified the act in the Official Gazette, the act has not and cannot be enforced.

Bombay High Court has asked the state government to file an affidavit and clarify its stand.

The value of India’s betting industry has been estimated at about US$60 bil-lion, which is about 18% of the world’s gaming market. Therefore, these recent developments in the gambling laws have the potential of attracting large casino operators to India and reducing the impending revenue deficits that the state governments face.

Decision on writ petitions

The Supreme Court, in its judgment in Joshi Technologies International Inc v Union of India & Ors, dated 14 May, revisited a catena of decisions to review the cardinal principle that there is no absolute bar to the maintainability of a writ petition (under articles 226 and 227 of India’s constitution), even in contractual matters, or where there are disputed questions of fact or when a monetary claim is raised. The high

court has the discretion to intervene in contractual matters, which it can, under certain circumstances, refuse to exercise.

The Supreme Court stated that while the high court would normally refrain from intervening in monetary disputes, it may choose to exercise its discretion to intervene in exceptional circum-stances and if there is a public law character to the dispute. If the contract provides for a particular mode of settle-ment of disputes, especially arbitration, the high court should refuse to inter-vene. Moreover, if there are complex questions of fact which require oral evidence, the high court may refuse to entertain a writ petition.

The Supreme Court also provided insights on aspects relating to con-tracts entered into by the state with private authorities. The court revisited the law in this regard, and observed that the state purely acts in an execu-tive capacity, is bound by the obliga-tions of fairness and cannot discrimi-nate. In view of this, writ jurisdiction cannot be invoked for the facilitation of voluntary obligations or the avoid-ance of contractual obligations on the grounds of hardship or commercial difficulty.

Dismissing the appeal in the Joshi Technologies case, the court held that the dispute was purely of a contractual nature with no element of public law involved.

The Supreme Court has therefore clarified that if a contract contains a dispute resolution mechanism, such as arbitration, the high court may refuse to exercise its discretion to intervene, and dismiss a writ petition.

Vivek Vashi is the mainstay of the litigation team at Bharucha & Partners, where Krishnendu Sayta is an associate.


Correspondents

July/August 2015

Foreign direct investment

Investment rules relating to non-resident Indians eased

By Shinoj Koshy and Neha Sinha, Luthra & Luthra Law Offices

9th Floor, Ashoka EstateBarakhamba Road

New Delhi - 110 001Tel: +91 11 4121 5100Fax: +91 11 2372 3909


I ndia’s cabinet on 21 May approved amendments to the foreign direct investment (FDI) policy to: (i) expand

the definition of “non-resident Indians” (NRIs) to include Overseas Citizen of India cardholders (OCIs) and Person of Indian Origin cardholders (PIOs); and (ii) treat all investments by NRIs under schedule 4 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (TISPRO), i.e. investments made on a non-repatriable basis, as domestic investments, at par with investments by residents.

The amendments were notif ied through Press Note 7 of 2015 and became effective from 18 June.

The FDI policy, and the rules and regulations framed under the Foreign Exchange Management Act, 1999 (FEMA), defined NRI as an individual resident outside India who is a citizen of India or a person of Indian origin. The definition as contained in the FDI policy has now been amended to: “an individual resident outside India who is a citizen of India or is an ‘Overseas Citizen of India’ cardholder within the mean-ing of Section 7(A) of the Citizenship Act, 1955. ‘Persons of Indian Origin’ cardholders registered as such … are deemed to be ‘Overseas Citizen of India’ cardholders”.

This is a follow-up to amendments to the Citizenship Act earlier this year that provided that PIOs will now be con-sidered OCIs, and seeks to align FDI policy with the government’s policy to provide PIOs and OCIs parity of treat-ment with NRIs in economic, financial and educational matters.

Under the current FDI policy, invest-ment by NRIs under schedule 1 (i.e. as per FDI policy) and schedule 3 (i.e. as per the portfolio investment scheme) of TISPRO is counted as FDI in an Indian company. However, in certain

sectors, such as construction develop-ment and segments of the civil aviation sector, NRIs get preferential treatment over other non-resident investors. This amendment has widened the group of persons eligible to invest in India as per FDI policy under the NRI category.

TISPRO permits NRIs to invest in: listed and unlisted securities under the FDI scheme (schedule 1); listed securities on the stock exchange under the portfolio investment scheme, on a repatriable and non-repatriable basis (schedule 3); and listed and unlisted securities, on a non-repatriation basis (schedule 4).

Schedule 4 permits NRIs to purchase shares, convertible debentures and warrants of an Indian company issued by way of public issue, private place-ment or rights issue, with the exception of Indian companies engaged in speci-fied businesses. It specifies the types of non-resident accounts from which investments under schedule 4 can be made as well as the type of non-resi-dent accounts into which the sale and maturity proceeds can be credited. The investment proceeds can only be cred-ited to the non-resident ordinary rupee (NRO) account of the investor.

The most important feature of sched-ule 4 is that investments are made on a non-repatriable basis and the capital and appreciation on it is non-repatria-ble, except for US$1 million repatriable annually from a NRO account.

At present the FDI policy (but not TISPRO) has been amended to provide that all investments by NRIs under schedule 4 will be considered domes-tic investment at par with investments made by residents. Accordingly, non-repatriable investments of NRIs are outside the purview of the restrictions imposed on FDI investments and there-fore free of pricing guidelines and sec-toral caps.

Earlier, there was an ambiguity in the treatment of NRI investments under schedule 4 when compared to NRI investments under schedules 1 and 3 which as per the FDI policy were considered “foreign investment”. Now, with the amendment clarifying the posi-tion with respect to investment by NRIs under schedule 4 (i.e. on a non-re-patriable basis), innovative investment structures can be employed by NRIs to increase their investments in India.

This amendment is in line with the suggestions made by the Arvind Mayaram Committee in June 2014 that non-repatriable investment of the Indian diaspora should be treated as domestic and exempt from FDI-related conditions.

The form of the amendments to TISPRO will determine the real impact of the change in treatment of NRI investments. When NRIs weigh domes-tic treatment against the cost of non-repatriability of their investments, will they find an incentive to invest more in India?

While at present the relaxation is strictly in respect of non-repatriable schedule 4 investments by NRIs, it will be interesting to see whether the gov-ernment will extend such relaxations to NRI investment under schedule 1, i.e. the FDI scheme, or other schedules to TISPRO as well, thereby allowing PIOs and OCIs to invest in India under the portfolio investment scheme, or even to all FEMA rules and regulations, so as to bring about real parity among NRIs, PIOs and OCIs.

Luthra & Luthra Law Offices is a full-service law firm with offices in Delhi, Mumbai, Bangalore and Hyderabad. Shinoj Koshy is a partner and and Neha Sinha is a senior associate at the firm. This article is intended for general informational purposes only and is not a substitute for legal advice.

Correspondents


Intellectual property

‘Originality’ concept under India’s copyright regime

By Ameet Datta andSuvarna Mandal, Saikrishna & Associates

A-2E, CMA Tower, 2nd FloorSector -24, NOIDA - 201301National Capital Region, India

Tel: +91 120 4633900 (100 Lines)Fax: +91 120 4633999

Email: [email protected]@saikrishnaassociates.com

Under sect ion 13 of India’s Copyright Act, 1957, copyright can subsist only in “original”

literary, dramatic, musical and artistic works. The act does not define “origi-nal” or “originality” and what these concepts entail has been the subject-matter of judicial interpretations in India and various other jurisdictions.

As copyright law protects only the expression of an idea, and not the idea itself, the “work” must originate from the author and the idea need not necessarily be new. Views diverge with respect to two important doctrines pertaining to how originality accrues in any copyrighted work: the “sweat of the brow” doctrine and the “modicum of creativity” doctrine. These are the two tests on each end of the debate for ascertaining “originality”.

Divergent doctrines

The “sweat of the brow” doctrine relies entirely on the skill and labour of the author, rendering the requirement of “creativity” in a work nearly redundant. This doctrine was first adopted in the UK in 1900 in the case of Walter v Lane, where an oral speech was reproduced verbatim in a newspaper report and the question was whether such verbatim reproduction would give rise to copy-right in the work. The court held that because the reporter expended skill and labour to reproduce the speech, the work merited copyright protection. This is still the position in the UK, and coun-tries such as New Zealand and Australia largely follow in the UK’s footsteps and apply the sweat of the brow doctrine to determine originality in a work.

In contrast, the US Supreme Court in Feist Publications Inc v Rural Telephone Service Company Inc (1991) discarded the sweat of the brow doctrine and held that a “modicum of creativity” or

a “creative spark” in the end product is an essential condition for a work to qualify as original, as mandated under the US constitution.

India’s position

The Supreme Court of India reviewed the concept of originality in detail in Eastern Book Company and Others v DB Modak and Another (2007). Prior to this case the Indian courts, implic-itly, followed the English approach to originality. The appellants in this case were the publishers of Supreme Court Cases (SCC), a series of law reports which contains all the Supreme Court’s judgments. The appellants alleged that the respondents, who had created soft-ware packages that contained Supreme Court judgments, had copied the con-tents of their publication verbatim.

The appellants copy-edited the raw judgments and provided various inputs such as headnotes, cross-references, standardization and formatting of the text, paragraph numbering, verifica-tion, etc., which in their view required considerable skill, labour, expertise and expenditure. The appellants claimed that SCC constitutes an “original lit-erary work” under section 13 of the Copyright Act and the respondents had infringed their right under section 14 by copying their work.

The Supreme Court interestingly diverted from its standard practice of fol-lowing the English sweat of the brow doc-trine and adopted the view that “Novelty or invention or innovative idea is not the requirement for protection of copyright but it does require minimal degree of cre-ativity.” Applying the “creativity” stand-ard, the court held that mere copy-editing of the judgment would not merit copy-right protection as this involves labour and nothing else. However, since some creativity is involved in the production

of headnotes, footnotes, editorial notes, etc., these would qualify for copyright protection and the respondents were not allowed to copy them.

The Supreme Court appears to have adopted a middle path and relied on the judgment in CCH Canadian Ltd v Law Society of Upper Canada (2004), where the Supreme Court of Canada took the view that the sweat of the brow approach was a rather low standard to establish originality as it shifted the balance of copyright protection mainly in favour of the owner as against public interest, and the modicum of creativity standard was too high as “creativ-ity” implied that the creation must be “novel” or “non-obvious” and these concepts are mostly synonymous with patents and not copyright.

Adopting a neutral approach the court held that in order to claim copyright pro-tection “the author must produce mate-rial with exercise of his skill and judg-ment which may not be creativity in the sense that it is not novel or non-obvious, but at the same time it is not the product of merely labour and capital”.

The Supreme Court clearly sought to establish a balance between the right of authors to exploit their work and reap benefits and at the same time ensure the right of the public to freely access copyrighted works. By departing from the sweat of the brow doctrine, the courts discarded both the low threshold and the higher thresh-old in favour of a middle-of-the-road approach. This would mean that each case would be scrutinized on its indi-vidual merits to establish originality as per the current approach.

Ameet Datta is a par tner at Saikr ishna & Associates, where Suvarna Mandal is an as-sociate. The views expressed in this article are personal.


Correspondents

July/August 2015

International trade

Recent amendments to US trade remedial laws

By Sanjay Notani and Ambarish Sathianathan,Economic Laws Practice



Email: [email protected]@elp-in.com


The US amended the anti-dump-ing (AD) duty and countervailing duty (CVD) rules under the Tariff

Act of 1930 by means of the American Trade Enforcement Effectiveness Act on 29 June. The changes brought about by the amendments and their effects on producers in the countries subject to an investigation are high-lighted below.

Consequences of failure to coop-erate with a request for information in an AD/CVD proceeding: Section 776 of the Tariff Act, which allows the Department of Commerce (DOC) or the International Trade Commission (ITC) to make determinations on the basis of facts available, has been amended. The amendment removes the obliga-tion on the ITC or DOC to determine, adjust or corroborate missing informa-tion in case of non-cooperation.

The US imposes the duties to the full extent of dumping. This is an existing practice of the DOC. Codification of this practice is an attempt to legitimize the unfettered discretion exercised by the DOC in applying a higher rate of duties.

Definition of material injury for AD/CVD investigations: Section 771(7) of the Tariff Act has been amended to incorporate a greater emphasis on profitability in terms of the follow-ing changes: (1) profitability or recent improvement in the performance of the domestic industry will not pre-clude a finding of material injury or threat of material injury by the ITC; (2) for the evaluation of impact on domestic industry in determination of material injury, the ITC is required to consider additional factors relating to profitability.

The segregation of profitability fac-tors is to identify which component of profits is specifically related to injury. There is a higher possibility that one or

some of the injury parameters such as output, sales, market share, productiv-ity, etc., may lead to a determination of material injury. However, an affected parameter has to be impacted by alleged dumped or subsidized imports and not due to any other reason.

Exclusion of costs or prices per-taining to a particular market situa-tion in an AD investigation: Section 771(15) of the Tariff Act, which defines “ordinary course of trade”, has been amended to exclude from its scope costs or prices pertaining to a particular market situation. Also, section 773(e) of the act has been amended to give the DOC discretion to use another cal-culation methodology where the cost of production in the ordinary course of trade is not accurately reflected because of the existence of a particular market situation. This methodology will facilitate a proper comparison of normal value with export price so as to calculate a fair dumping margin.

Although the concept of “particular market situation” was already recog-nized under the Tariff Act for the pur-poses of dumping margin calculation, this recognition did not explicitly trans-late into its exclusion from the ordinary course of trade. The amendment now excludes the costs and prices of a particular market situation to avoid dis-tortion. This change is expected to be used against non-market economies such as China when they would be rec-ognized as market economy countries under the WTO accession treaty.

Thorough investigation prior to excluding below-cost sales in an AD investigation: Below-cost home-mar-ket sales in an AD investigation need to be excluded to avoid distortion in nor-mal value calculation. Section 773(b)(2) of the Tariff Act has been amended cre-ating an obligation on the DOC to ask for information to investigate below-

cost sales. The amendment provides guidance to determine whether there are reasonable grounds to suspect that sales have been made below cost. While the previous practice in the US was to accept information provided by an interested party, the amendment requires that such information be scru-tinized in detail.

Art icle 2.2.1 of the WTO Anti-Dumping Agreement allows disregard-ing of below-cost sales for normal value calculation but it does not outline a set methodology to determine what percentage of below-cost sales can be excluded, in spite of the 80:20 test.

Limitation on the number of vol-untary respondents: Section 782(a) of the Tariff Act has been amended to reduce the number of voluntary respondents in a review where it would be unduly burdensome for the DOC to treat them on an individual basis. The amendment also defines the scope of the term “unduly burdensome” in rela-tion to the number and complexity of the investigation, prior experience of the DOC and factors affecting timely completion. The practice of reduction of voluntary respondents is recog-nized under the Tariff Act and by the WTO for the purposes of an AD/CVD investigation.

All the above changes may fall within the corners of the practices followed by the US authorities. However, the widening of the discretionary powers provided to the authorities may restrict the options for the defending parties at both the original and appellate levels.

Sanjay Notani is a partner and Ambarish Sathi-anathan is an associate manager at Economic Laws Practice. Tanaya Sethi, an associate, assisted with research and input. This article is intended for informational purposes and does not constitute a legal opinion or advice.


Correspondents

July/August 2015

Media & entertainment

Celebrities entangled inthe case of Maggi noodles

By Manisha Singh and Zoya Nafis,LexOrbis

709/710 Tolstoy House, 15-17 Tolstoy MargNew Delhi - 110 001

IndiaTel: +91 11 2371 6565Fax: +91 11 2371 6556


Maggi brand products by Nestlé made headlines in India when they failed multiple tests and

were found to be harmful because they contained excessive quantities of lead. As a result, the products were banned and legal actions were initiated against Nestlé. Surprisingly, a few celebrities who were endorsing Maggi for Nestlé also came under scrutiny and notices were sent to them. This ignited debate on the liability of celebrities for appearing in misleading advertisements or endorsing harmful products.

There are conflicting views on the sub-ject. Some support the view that since celebrities are paid large amounts for advertisements they should act delib-erately while choosing to endorse and signing such contracts. However others firmly believe that celebrities should not be liable for such endorsements and only the producers of the impugned products should compensate as allowing such lia-bility would only increase the number of vexatious suits filed against celebrities.

Legal framework

Last year, the Central Consumer Protection Council, headed by former minister for consumer affairs KV Thomas, unanimously decided to propose a law to hold celebrities liable for endorsing harmful products and appearing in mis-leading advertisements. The proposed amendments to the law relating to consumer protection are currently with an inter-ministerial committee and are expected to be soon introduced in the parliament. The proposed amendments will surely have specific provisions to hold celebrities liable for misleading or false advertisements.

However with laws such as the Consumer Protection Act, 1986, and the Food Safety and Standards Act, 2006, in action, consumers can still protect

themselves against false claims and advertisements, and celebrities could be held liable under these laws also. The definition of “unfair trade practices” under section 2(1)(r) of the Consumer Protection Act includes false claims made for promoting sale of any goods.

Also, under section 24 of the Food Safety and Standards Act, any person who makes false claims about the nutri-tional value of a product or the efficacy of a product without providing any scientific justification stands in violation of the act. Section 53 of the act further states that any person who is party to the publi-cation of an advertisement that falsely describes any food or is likely to mislead as to the nature or substance or quality of any food may be fined up to `1 million (US$15,700).

Celebrities’ influence

While visiting any store in the market we often relate a particular product with our favourite stars. Every time these stars endorse some products we are so convinced that we end up buying the product.

When the Maggi incident came into the limelight, many consumers felt betrayed to hear that their favourite noodles had been deceiving them for quite some time and so had their favourite celebrities. As soon as this incident was reported legal actions were initiated against Nestlé as health matters are of utmost importance. However shouldn’t our favourite celebri-ties also pay for convincing us to eat something harmful? After all, celebrity endorsements are an effective exploi-tation by famous personalities of their image rights and celebrities earn huge royalties for endorsing these products.

The real objective of celebrity endorse-ments is to market the product well. People often tend to follow celebrities. Celebrities have considerable influence

over consumer choice and this should give rise to some form of liability for the endorsements they do. Almost every advertisement in India is a celebrity endorsement today and their popular-ity is ever rising. A study by the Indian School of Business in Hyderabad con-cluded that in emerging markets such as India and China, celebrity endorse-ments lead to favourable advertisement evaluations by consumers.

All these factors require celebrities to be cautious while endorsing such products, knowing that their statements usually attract consumers and convince their fans.

The wider picture

It is true that when celebrities come forward to endorse a brand, they add credibility and trust and are also paid large sums and therefore they should know a product before they endorse it. The question that arises is why only the Maggi muddle has been gaining public-ity. Celebrities have been endorsing a variety of products including harmful products and also appearing in mislead-ing advertisements for a long time. For instance, many celebrities endorse fair-ness creams both for men and women which are at the outset misleading and make false claims. More concern should arise when celebrities endorse harmful products such as alcohol and tobacco. There have been advertisements for alcohol and other harmful products pic-turing celebrities in some way or the other. What about these endorsements?

The Maggi incident has opened a broader debate. Now only time will tell the fate of Nestlé and the celebrities who have endorsed its products.

Manisha Singh is a founding partner of LexOrbis, where Zoya Nafis is an associate.

Correspondents


Mergers & acquisitions

Curbing the RBI’s powersover investment: Desirable?

By Amit Kumar and Ambarish,Shardul Amarchand Mangaldas & Co

MPD Towers, 6th Floor,DLF Phase V, Sector 43, Golf Course Road,

Gurgaon 122 022Tel: +91 124 459 5150, 436 7734

Fax: +91 124 436 7730Email: [email protected]

The Finance Act, 2015 (FA), has amended the Foreign Exchange Management Act, 1999 (FEMA),

with effect from a date yet to be notified. The FA remodels the regulatory frame-work for capital account transactions, the definition of which includes invest-ment by a non-resident in an Indian company by way of purchase or sub-scription of securities. The amendments denude the Reserve Bank of India (RBI) of its powers to regulate capital account transactions, other than those involving debt instruments, and vest such powers in the central government.

Currently, the Foreign Exchange Management (Permissible Capital Account Transactions) Regulations, 2000, recognize investment in India by a person resident outside India as a permissible capital account transaction. The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (FEMA 20), govern foreign direct investment (FDI), subject to provisions of FDI policy, as notified by the Ministry of Commerce and Industry from time to time.

The min is t ry ’s Department of Industrial Policy and Promotion (DIPP) issues a consolidated FDI policy on an annual basis. Additionally, the RBI issues circulars and the DIPP issues press notes from time to time.

All of the above is set to change.

New classification

A new sub-section 2A has been inserted in section 6 of FEMA which confers the powers on the central gov-ernment to prescribe: (a) any class or classes of capital account transac-tions, not involving debt instruments, which are permissible; (b) the limit up to which foreign exchange will be admis-sible for such transactions; and (c) any

conditions which may be placed on such transactions.

The FA implies that henceforth capital account transactions will be classified into two categories: (1) not involving debt instruments, to be regulated by the central government; and (2) involv-ing debt instruments, to be regulated by the RBI. The FA does not define the expression “debt instruments” and confers on the central government the power to specify instruments which would be considered as debt instru-ments, in consultation with the RBI.

Demise of FEMA 20

FEMA 20 was framed in exercise of powers conferred under section 6(3)(b) of FEMA, which the FA has omitted. The demise of FEMA 20 may not be imme-diate as the FA clarified through a new section 47(3) that all regulations made by the RBI will continue to be valid until amended or rescinded by the central government.

The power to frame “rules” regard-ing capital account transactions (other than those involving debt instruments) is now vested with the central govern-ment under section 46(2)(ab). It is per-ceived that after the central government comes out with rules to this effect, the RBI would have the limited role to regu-late capital transactions involving debt instruments by making “regulations”.

What are debt instruments?

While it is incumbent on the central government to prescribe the meaning of “debt instruments”, historically what constitutes a debt instrument has not always been clear, particularly in the context of “assured return”. Two RBI circulars issued on 8 June 2007 (No. 73 and No. 74) simply stated that hence-forth, only instruments which are fully

and mandatorily convertible into equity would be reckoned as part of equity and eligible to be issued to a person resident outside India.

Later, the RBI relied on these two cir-culars to take a stand that any assured return to a non-resident imparts debt-like features to an instrument and makes it ineligible to be issued to a non-resi-dent making FDI. Thus, “equity” instru-ments with assured returns became “debt instruments” in the eye of the RBI through interpretation of the two circulars.

The central government contributed to the confusion when it curiously added a paragraph 3.3.2.1 in the 2011 consoli-dated FDI policy to prohibit instruments with options from being issued to a non-resident against FDI and requiring them to comply with regulations for debt instruments, only to retract and delete paragraph 3.3.2.1 a few weeks later.

While, the RBI and the central gov-ernment may not have had similar views regarding the classification of debt instruments in the past, the central government has now been presented with an opportunity to avoid all such ambiguities in foreign investment laws and come out with a simple non-ambig-uous framework where principles do not change on the basis of views of officers implementing the regulatory framework. It is expected that the central govern-ment will live up to this opportunity and make doing business easier for non-residents. But the question remains – was there any need to restrict power of the RBI to deal with FDI in India in a balanced and judicious manner?

Amit Kumar is a partner and Ambarish is a princi-pal associate at Shardul Amarchand Mangaldas & Co. The views expressed in this article are those of the authors and do not reflect the position of the firm.


Correspondents

July/August 2015

Middle East-India trade & investment

Managers’ liability in UAE limited liability companies

By James Bowdenand Saurbh Kothari, Afridi & Angell

Jumeirah Emirates Towers Office Tower, Level 35

Dubai, United Arab EmiratesTel: +971 4 330 3900Fax: +971 4 330 3800


The new UAE Companies Law which came into effect from 1 July makes significant changes

to the provisions governing a lim-ited liability company (LLC). There is not much deviation from the old Companies Law in the provisions relating to the liability of a manager of an LLC. However, considering that most LLCs do not have a board of managers or directors and are gen-erally managed by a single manager with wide decision-making powers and responsibilities, it is important to understand the relevant provisions regarding a manager’s liability.

Key provisions

Article 84 of the Companies Law states that every manager shall be lia-ble to the LLC, the partners/sharehold-ers and third parties for: (i) any “fraud-ulent acts”; (ii) any losses or expenses incurred due to “improper use of the power”; (iii) contravention of the provi-sions of any applicable law, the mem-orandum of association (bylaws) of the LLC or his/her employment contract; or (iv) any “gross error”. Article 162 of the Companies Law, containing similar provisions, makes a manager liable for an “error in management”.

Except the liability for gross error, the old Companies Law has similar provisions relating to the liability of a manager. While article 84 of the new Companies Law introduces the concept of liability for gross error, which poten-tially increases the liability threshold, article 162 continues to make a man-ager liable for an error in management.

Article 84 precludes the possibil-ity of limiting a manager’s liability through the LLC’s memorandum of association or the manager’s employ-ment contract. Article 84 states that any provision in the memorandum of

association of the LLC or the employ-ment contract in conflict with article 84 shall be deemed void.

Company name and notice

Article 72 provides that the name of an LLC must be followed by the expres-sion “Limited Liability Company” or, in short, “LLC”. If a manager contra-venes this provision, the manager will be liable for the obligations of the LLC and, as applicable, for the payment of compensation to affected parties. The individuals and entities dealing with an LLC should be aware that it is a limited liability company. Failure to convey that the company is a limited liability company will make the manager liable for the obligations of the LLC.

Article 15 provides that an LLC must notify the competent authority within 15 working days of any amendment of the memorandum of association (or any change in the registered particu-lars of the LLC), and managers will be jointly liable for damages arising out of failure to do so.

Other relevant provisions

Article 84 further provides that the provisions of the Companies Law applicable to the directors of joint stock companies shall apply to the managers of an LLC. Such provisions are contained in articles such as arti-cles 150, 165 and 167.

Article 150 provides that every mem-ber of the board of directors that may have a common interest or a conflicting interest in a transaction referred to the board of directors for approval must notify the board of such interest and this acknowledgement must be entered in the minutes of the meeting. Such a member may not vote on the decision concerning such a transaction.

Article 165 provides that the com-pany may file a claim for liability against the board of directors for errors caus-ing damage affecting all shareholders. The general assembly must adopt a resolution appointing a person to pursue the claim in the company’s name. Therefore, the partners of an LLC would be similarly permitted to file a claim for indemnification against a manager for losses the LLC incurred as a result of the manager’s wrongful acts.

Article 167 provides that a decision passed by the general assembly to relieve the board of directors from lia-bility for errors will not prevent the fil-ing of a civil liability lawsuit against the directors in relation to errors commit-ted by them during the performance of their duties. Therefore, a resolution of the general assembly of an LLC that purported to release a manager from liability for his or her errors would be ineffective.

Penalties and indemnification

The Companies Law does not pre-clude a manager from maintaining professional liability insurance, or tak-ing an indemnity from the LLC or its shareholders. However, the indemnity may be open to challenge before the courts.

The Companies Law imposes vari-ous penalties on managers in case of a breach of provisions of the Companies Law. The penalties are criminal in nature and include fines and imprisonment.

James Bowden is a partner at Afridi & Angell, a UAE-based law firm with offices in Abu Dhabi, Dubai, the Dubai International Financial Centre and Sharjah. Saurbh Kothari is an associate at the firm.


Correspondents

July/August 2015

Outbound investments & joint ventures

Establishing a foreign enterprise in China

By Gautam Khurana, India Law Officesand Lenon Woo,Shanghai Promise Law Firm

D - 19 (GF) & D - 31, South Extension - 1New Delhi - 110 049

Tel: +91 11 2462 2216, 2462218Fax : +91 11 2465 4364


Opportunities for foreign inves-tors to integrate into the Chinese market have increased since the

launch of the China Pilot Free Trade Zone, in September 2013. While there are five avenues to acquire a business in China, foreign investors most commonly use joint ventures and wholly foreign-owned enterprises.

Joint ventures

A joint venture is a business arrange-ment between a foreign partner and a Chinese partner with profits and losses being shared between the partners. The two most common types of joint ven-tures are the equity joint venture and the cooperative joint venture. Both types require the drafting of a detailed contract specifying the responsibilities, rights and interests of each partner. This usually involves a lengthy and complex negotia-tion between the partners.

Chinese partners typically bring their market knowledge, preferential market treatment and manufacturing capability to the venture, with the foreign part-ner contributing the technology, man-ufacturing know-how and marketing experience.

Equity joint venture: Despite its lack of flexibility, the equity joint venture is popular among investors. The foreign partner must contribute at least 25% of the registered capital but there is no ceiling on the foreign partner’s contribu-tion except where Chinese law requires the Chinese partner to have minimum ownership of the company. Chinese partners commonly contribute capital in the form of cash, land development or lands rights use, and clearance fees. Foreign partners often contribute cash, construction materials, technology and machinery.

By law, the equity joint venture must have limited liability, with the partners’

liability limited to the contributions made to the registered capital of the equity joint venture. This is advantageous for the partners should the joint venture fail, as they have no personal liability to repay debts. Because of this corporate struc-ture, stringent rules apply to the com-pany design, such as the requirement for a board of directors that has the authority to make all major decisions concerning the venture.

Cooperative joint venture: The coop-erative joint venture allows for more flex-ible agreements between the partners. They can organize themselves either as a limited liability company or as a non-legal person in which the partners may incur individual liability for the losses of the enterprise. In practice, the majority of cooperative joint ventures are set up as limited liability companies.

The other major difference between a cooperative joint venture and an equity joint venture is that, in the former, profit allocation may be discretionary and need not be proportional to the investments made by the partners in the enterprise. The recovery of investments can also be flexible, as the parties may agree a variety of structures and plans which can be unique to each partner, such as through an accelerated repayment structure in which the remaining investor would become the owner of the enter-prise upon full repayment.

The joint venture must be able to respond to possible difficulties linked to relations between partners, and provide for all accounting, tax and social reper-cussions, so reliable legal and commer-cial advice is essential.

100% foreign ownership

In a wholly foreign-owned enterprise, foreign investors have complete control over all aspects of the company. Originally conceived to encourage manufacturing

activities, particularly those which were export-oriented or introduced advanced technology, taking advantage of China’s development of special economic zones, the wholly foreign-owned enterprise structure is now available for almost all investment types, and is increas-ingly being used by service providers, for software development and for trad-ing and logistical businesses. A wholly foreign-owned enterprise is a limited liability company, and thus a separate legal entity. As in an equity joint venture, this means investor liability is limited to the contributions made to the registered capital of the enterprise.

It is simpler to establish a wholly for-eign-owned enterprise than a joint ven-ture. Other notable advantages include the autonomy and independence to carry out global strategies of a parent com-pany without having to consult Chinese partners, the maximization of profits through 100% ownership, and the pro-tection of intellectual property. However, such an enterprise could lack valuable assistance from a knowledgeable local partner, potentially hindering the growth of its business in the region. The foreign investor will need to navigate all aspects of running the enterprise, though Chinese advisers may be consulted.

Any joint venture has advantages and disadvantages and can continue to flourish in modern China. The wealth of opportunities for foreign investment ensures that China will retain its position as Asia’s, and the world’s, most rapidly developing, and most exciting, eco-nomic hub.

Gautam Khurana is the managing partner at India Law Offices in New Delhi. Lenon Woo is the managing partner at Shanghai Promise Law Firm in Shanghai. The firms collaborate on legal matters arising out of investments and transac-tions involving Indian and Chinese companies.

Correspondents


Regulatory developments

Is strategic restructuring ofdebt the answer for banks?

By Sawant Singh and Aditya Bhargava, Phoenix Legal

New DelhiSecond Floor,254, Okhla Industrial EstatePhase IIINew Delhi – 110 020, IndiaTel +91 11 4983 0000Fax: +91 11 4983 0099Email: [email protected]

MumbaiVaswani Mansion, 3rd Floor120 Dinshaw Vachha RoadChurchgateMumbai – 400 020, IndiaTel: +91 22 4340 8500Fax: +91 22 4340 8501Email: [email protected]

To reduce the stress on banks due to non-performing assets (NPAs), troubled accounts and burgeon-

ing restructurings, the Reserve Bank of India (RBI) has introduced measures over the past 18 months. These include the framework for early detection of potentially stressed accounts before these turn into NPAs, the guidelines on constituting the joint lenders forum (JLF) and the mechanism for putting in place a “corrective action plan” (CAP) for stressed borrowers, and amendments to the guidelines on wilful defaulters.

The JLF-CAP framework encourages lenders to: (a) explore a transfer of equity from promoters to lenders to compen-sate lenders for their “sacrifice” (i.e. hair-cut); (b) ensure that promoters infuse more equity into the borrower; and (c) see that the promoters’ shareholding is transferred to a security trustee or an escrow agent until the borrower is “turned around”.

As a follow-up to the JLF-CAP frame-work, the RBI has now introduced the strategic debt restructuring scheme, with the overarching objective of imple-menting a change of ownership (of bor-rowers). It appears that the RBI has launched this scheme with the view that many borrowers cannot be “turned around” because of “operational/mana-gerial inefficiencies despite substantial sacrifices made by the lending banks”.

The framework prescribes that any restructuring package must specify timelines within which “viability mile-stones” are to be achieved by the stressed borrower, failing which the JLF should initiate “suitable measures” for recovery. To provide lenders with “enhanced capability” to initiate change of ownership for borrowers that fail to achieve such milestones, the scheme mandates the JLF to include provisions in the agreement with the borrower for conversion of the restructured debt

into equity, and also requires the JLF to obtain all appropriate authorizations for such conversion upfront at the time of restructuring.

The scheme further prescribes that the conversion must result in the JLF lenders holding at least 51% of the shareholding of the stressed borrower, subject to the limit prescribed under section 19(2) of the Banking Regulation Act, 1949. The con-version must take place within 30 days of the review being conducted by the JLF where the above non-compliance of the borrower is noted.

With respect to the conversion price, the scheme prescribes that the conver-sion ratio must not exceed the borrower’s market value (if it is listed) or break-up value (if it is unlisted). The scheme also prescribes a mechanism for determining these values.

Despite the scheme’s detailed pre-scriptions, the decision to convert the restructured debt into equity is left to the JLF, on the basis of its assessment of the borrower’s compliance with the restructuring terms and the borrow-er’s achieving (or ability to achieve) the specified milestones. The decision to convert into equity must be supported by 60% of the JLF lenders as well as the JLF lenders that hold 75% of the restructured debt.

Under amendments notified this May, the conversion of restructured debt into equity (where the borrower is a listed company) has been exempted from the requirements of the Securities and Exchange Board of India’s capi-tal issuance regulations and takeover regulations.

In addition to enabling banks to acquire control of the borrower to implement a change in its ownership, the scheme also prescribes that the conversion of the restructured debt into equity will not be treated as a restructured account for the purposes

of provisioning and asset classification. Further, on divestment of shareholding to a new promoter, the classification of the borrower will be changed to “standard” asset. This could indirectly (and unintentionally) encourage lax standards in credit appraisal by banks and client due diligence. Notably, by prescribing that the new promoter can-not be related to the previous pro-moters, the scheme seems to have reduced the possibility of collusion with existing promoters where shares of a restructured borrower are sold by its JLF lenders.

It is remarkable to see the RBI pre-scribe such a detailed set of instructions to banks on the conversion of restruc-tured debt into equity. The introduction of this scheme appears to convey the RBI’s increasing frustration with the persist-ent state of NPAs of the Indian banking system, and particularly those of public sector banks. The RBI’s concern also appears to be motivated by the hypoth-esis that restructuring of stressed bor-rowers merely postpones their inevitable conversion into NPAs.

However, the conversion of debt into equity by itself is not a panacea for the Indian banking system because banks lack the expertise to operate a stressed borrower. Further, finding a “new pro-moter” to take over a stressed borrower is not easy and depends on factors such as the borrower’s viability, its sector, the state of the economy, etc. The scheme’s objectives are laudable and whether it can pass its litmus test is something that must be evaluated in the near term on the basis of the restructurings currently being implemented under the JLF-CAP framework.

Sawant Singh is a partner and Aditya Bhargava is a principal associate at the Mumbai office of Phoenix Legal.


Correspondents

July/August 2015

Smart cities

Governance structures: A crucial prerequisite

By Hemant Sahaiand Sunei Kapur,HSA Advocates

Developing a smart city is not for the faint hearted and will require a paradigm shift in vision and exe-

cution. The existing governance struc-tures will come under stress and citizens will demand dramatically higher levels of efficiency in administration. If the current urban managers cannot deliver, what are the alternatives? More significantly, does India’s constitutional and legal framework permit such radical change? These issues are more complex for cit-ies transitioning to the “smart” tag than for greenfield cities, as the bureaucratic structures tend to be slow, opaque and do not encourage innovation, all of which is anathema to a smart city.

The creation of infrastructure on a massive scale and now the smart cities in the Delhi-Mumbai Industrial Corridor (DMIC) requires balancing the interests of private investors and public policy. While designing the governance struc-tures for DMIC and now for the Chennai-Bangalore Industrial Corridor, HSA’s mandate was to ensure the creation of institutionalized structures with ade-quate legal authority to design and award projects to private investors in a trans-parent and effective manner and at the same time ensure that the projects are bankable, provide appropriate allocation of risk among the stakeholders and avoid cancellation risks.

DMIC is one of the world’s largest diver-sified infrastructure projects. It envisages developing six greenfield cities in the first phase, along the 1,483-kilometre western dedicated railway freight corridor. These cities will be designed with all the smart-city attributes including carbon neutrality. The areas currently demarcated for these cities are each under the jurisdiction of multiple administrative authorities.

The immediate challenge was to cre-ate a unified authority with legal powers over master planning, project develop-ment and award to private investors. This

authority will take policy decisions and delegate the execution and implementa-tion of the components to diverse special purpose vehicles either under a public-private partnership (PPP) framework or engineering, procurement and construc-tion execution mode. Institutional safe-guards are included to avoid distortions arising from conflicts of interest and concentration of power. All of this should eventually result in leveraging the execu-tion efficiencies and capital of the private sector.

Article 243Q of India’s constitution is the bedrock of the framework that emerged. The article mandates the creation of popularly elected urban local bodies (ULBs), but allows state governments to entrust the administration of urban areas to bodies other than ULBs. Additional legal authority was derived from specific state legislation dealing with town plan-ning and industrial regions. Legislative amendments and new legislation were required for some states.

Since only the state can impose and recover taxes, the commercial and financial models for development and financing of the infrastructure projects were based on “user charges” recov-erable by the private developer. This required designing concession frame-work agreements conferring sustain-able authority on a private developer to recover user charges from private users of the infrastructure. These frameworks had to be expanded beyond the con-ventional highways and akin sectors to other services such as water, sanitation, transportation hubs, education sub-cities, etc.

It is clear that significant private capital will be required to help fund the devel-opment of smart cities and that private capital can be attracted through PPP initiatives. For PPP projects to suc-ceed, precise and predictable policy and regulatory frameworks are required.

International experience shows that reg-ulation by contract is typically robust and predictable, provided the contractual framework is sophisticated and designed to balance and appropriately allocate technical and commercial risks.

To increase bankability and financial viability of projects, private developers will require greater flexibility to raise equity, including the ability to dilute ownership and opportunities to exit completely from the project in a predictable manner in favour of long-term investors that are not willing to take development risk but are willing to take operational risk, such as pension funds. Infrastructure financing in India today remains skewed in favour of commercial banks, whereas global expe-rience shows a clear distinction between investors during the development and construction phase and investors during the operations phase.

In recent times, asset-liability manage-ment issues and liquidity constraints because of sectoral lending limits have had a negative impact on the liquidity of the project finance market. Medium to long-term lending remains an unattrac-tive proposition for many banks.

Drawing on these experiences, designing governance structures for the coming smart cities, especially the brownfield cities, may require significant legislative and policy changes in addi-tion to creation of contractual frame-works for developing the required infra-structure. HSA is engaged in several of these endeavours and is assisting diverse stakeholders in designing of legislative, policy, legal, regulatory and contractual frameworks.

Hemant Sahai is the managing partner and Sunei Kapur is a senior associate at the New Delhi office of HSA Advocates. HSA is a full-service firm with offices in New Delhi, Mumbai and Kolkata, and with a correspondent relationship in Bangalore.

New Delhi81/1, Adchini, Sri Aurobindo MargNew Delhi – 110 017Tel: +91 11 6638 7000Fax: +91 11 6638 7099

Mumbai704-706, Embassy CentreNariman PointMumbai – 400 021Tel: +91 22 4340 0400Fax +91 22 4340 0444

Email: [email protected]@hsalegal.com

www.hsalegal.com

Correspondents


Taxation & transfer pricing

Is ‘inverted duty structure’ impeding ‘Make in India’?

By Karthik Sundaramand Tejus Golchha,Economic Laws Practice



Email: [email protected]@elp-in.com


While the globally accepted norm is that customs duty rates on final products are always equal

to or higher than the rates on compo-nents or raw materials used for the man-ufacture of the final products, in certain cases the converse is true, which results in an “inverted duty structure”. Such an inverted levy is distortionary and results in tax inefficiencies as the manufacturer builds up unused credits.

The natural corollary of an inverted duty structure is that imports of the final products become cheaper, which adversely affects the competitiveness and sustainability of the domestic man-ufacturing industry.

The issue of inverted duty struc-ture arises mainly because: (a) import duty on finished products is lower than import duty on raw materials; (b) import duty on finished products is lower than duty rates on domestic procurement of raw materials; (c) free trade agree-ments/regional trade agreements (FTAs/RTAs) with various countries ensure that finished products attract negligible or concessional rates of duty; and (d) this inversion is not solely because of basic custom duty (BCD) but in some cases a result of other additional duties.

The anomaly created by inverted duty structure needs to be corrected to promote domestic manufacture in key sectors, in line with the “Make in India” theme, and to ensure the effec-tiveness of the credit system under the goods and services tax scheme when it is introduced.

This problem in India has been accen-tuated by the duty concessions granted for exports into India of final products under various FTAs which India has entered into. The government in 2006 set up a committee under the chairman-ship of Planning Commission member Anwarul Hoda to study and suggest ways of shielding domestic manufacturers

from the impact of inverted duty struc-ture arising out of FTAs. However the problem was not immediately addressed and India has entered into various FTAs/RTAs since then, which has further accentuated the issue.

The present government has promoted the “Make in India” programme to spur and promote domestic manufacturing. As set out in the foreword to the Foreign Trade Policy, 2015-20, the government’s focus is two-fold: to provide a framework for increasing exports of goods and serv-ices, and to generate employment and increase value addition in India, in keep-ing with the “Make in India” initiative.

The twin objectives of fostering domestic manufacturing and fostering exports through FTAs which require reciprocal export concessions to be granted to foreign partner countries are however greatly affected by the problem of inverted duty structure, which not only adversely affects the competitive-ness of domestic industry but at the same time favours cheap imports of final products into India.

This issue has time and again been highlighted by industry, and the govern-ment has taken note of the issue. In the budget for 2014-15, the government had, with a view to boost domestic manufacture and also to address the issue of inverted duties, reduced the BCD on various inputs or components. The BCD had also been reduced on various key inputs in order to encourage new investment and capacity addition in the chemicals and petrochemicals sec-tor. This initiative was carried forward in the budget for 2015-16, in which the rate of BCD was reduced on 22 key inputs/components across various sec-tors with a view to enhance job creation through revival of growth and invest-ment and promotion of domestic manu-facturing and “Make in India”.

While the government has taken

several commendable steps to address inverted duty structure by way of reduc-ing the BCD on key inputs/components across certain sectors, it is important to note that the existing FTAs contain long-term contractual obligations, which cannot simply be tailored or modified. Although the government can consider invoking the “safeguard clause” (embed-ded in most of the FTAs to sanction the adoption of counter-measures to guard a domestic industry facing “threat of serious injury” from substantial imports), maintaining a symmetry between apply-ing the safeguard measures and striving for the objective of trade liberalization is always a challenge.

Given the economic position India is presently in, it is imperative that there is a cohesive and coordinated effort to col-lectively promote and foster the “Make in India” initiative as well as the stated goal of promotion of exports from India. While seeking to ensure greater exports from India, it is necessary to ensure that India’s push towards regional and bilateral agreements results in meaning-ful and result-oriented FTAs/RTAs and comprehensive economic cooperation agreements (CECAs).

To provide a reality check of existing RTAs/FTAs/CECAs, the performance of the items for which duty concessions have been given along with the impact on domestic production needs to be evaluated. It is also advisable and neces-sary to have greater involvement of all stakeholders while negotiating further RTAs/FTAs/CECAs, so that the interests of all Indian stakeholders are understood and fully protected.

Karthik Sundaram is an associate partner and Tejus Golchha is an associate manager at Eco-nomic Laws Practice. This article is intended for informational purposes and does not constitute a legal opinion or advice.

India Business Law Journal (1).pdf

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