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					      A D V O C AT E S   &
                               LAW
                             S O L I C I T O R S




DELIVERING
MAXIMUM VALUE
FOR THE CLIENT
ARA LAW
The Entrepreneurial Sprit
ARA LAW is a first generation dynamic boutique law firm established in 1996 in
Mumbai. Building on the entrepreneurial spirit, experience and substantial
knowledge of its associates, the Firm has grown quickly into one of the re-
spectable law firms in India with offices in Mumbai and Bangalore. It has a di-
versified practice portfolio with specialisation in Private Equity, Mergers &
Acquisitions, Banking & Finance, Capital Markets, Infrastructure, Real Estate,
Telecom, Media and Technology, etc.




                                                                                  1
WORK.
Client Orientation
The firm assists clients in making the right strategic decisions in compliance
with laws, regulations and tax regimes in a cost-effective manner.

National and international clients ranging from market leaders and large corpo-
rations to fledgling operations and startups from various sectors approach the
Firm to get assistance on sophisticated corporate and financial transactions;
complex dispute resolution proceedings; and non-contentious matters such as
contracts, agreements, finance, etc.

The Firm’s client base includes commercial banks, financial institutions, Fortune
500 companies, equity, venture capital funds, government authorities, and in-
dustrial and commercial companies.




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Asset management companies and portfolio managers call on the Firm to get
quality advice on strategic issues, Project Finance, Debt Restructuring, Deriva-
tives, Securitisation, etc, and a focused team of lawyers assist them in achieving
their most demanding business and legal needs promptly and efficiently.

Clients looking to access Indian and offshore capital markets see the Firm as a
one-stop solution provider, offering complete project management service.

The Firm offers an in-depth and seamless professional expertise in assisting
clients from concept to structuring, negotiating, documentation and commission-
ing of infrastructure projects in sectors such as Power, Oil & Gas, Aviation,
Ports, Railroads and Highway Development.

Domestic and off-shore clients seeking assistance during takeover process ap-
proach the Firm for its rigorous analysis and astute judgment for seamless as-
sistance in negotiations. The Firm not only offers its services in completing
regulatory filings but also seamlessly deals with management-public interactive.
The Firm’s listed company clientele prefer it for its wide-ranging experience in
advising on disclosure and corporate governance matters, securities laws as
well as listing agreements and other bye-laws issued by recognised stock ex-
changes.

The private equity team of the Firm supplements the transaction team of clients,
coordinates with local counsels in different jurisdictions and assists in negotia-
tions between General Partners and Limited Partners.

Real estate players rely on the Firm’s practical experience in handling the entire
property lifecycle from investigation, initial acquisition, development, leasing,
joint ventures and financing through to the final exit.




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APPROACH.
Adaptability, Responsiveness &
Accessibility
ARA LAW believes that traveling the extra mile in achieving business-critical
goals is the right way to assist its clients. The firm develops insight into the na-
ture of clients’ business and markets in which they operate, and identifies critical
issues that need to be worked on.

The Firm promptly mobilises its human resource to achieve quick turnarounds,
which is one of the critical challenges of modern business transactions. It aims
to offer time-bound and workable advice, adapting quickly to changing business
needs and helps clients navigate the challenges effectively.




                                                                                       4
Every matter of clients gets individual partners’ time and attention throughout the
transaction. A dedicated team of associates with the relevant legal and business
experience is assigned to each matter.

Clients expecting integrated and solution-oriented results rely on the Firm’s col-
laborative approach across practices, teams and geographies. Thus, clients
choose the firm for the unique advantage of getting their matters examined from
a variety of different perspectives and gain from the best approach.

Changing facets of global trends have added newer dimensions and worldwide
organisations are agog with changes in pursuit of their growth objectives. The
Firm’s commitment to research and understanding the global trends enables it to
constantly innovate and help its clients to cope with changes and develop abili-
ties to anticipate their future needs.

ARA LAW believes that its success lies in its philosophy which is captured by its
core values of integrity and fair practice. The Firm remains convinced that its
pursuit of these core values is fundamental to why its clients — many of whom
have continued association with the firm since it was started — come to rely on
its services.




                                                                                      5
RESOURCES.
Diverse Knowledge Network
The Firm’s partners and lawyers have diverse backgrounds, training and areas
of specialisation, which gives them the necessary depth to handle critical regula-
tory and compliance matters of deals and transactions. Multidisciplinary needs
of clients are catered through ARA LAW’s effective network throughout India with
professionals and regulatory authorities. Backed by substantial knowledge of dif-
fering terrains, the Firm closes deals swiftly and efficiently by resolving complex-
ities simultaneously in several places.

Through its involvement in international transactions, the Firm also has access
to leading lawyers and other professionals throughout the world to assist its
clients. The lawyers at the Firm are business-oriented, i.e., they are equally
comfortable in the boardroom and the courtroom, working tenaciously to protect
and promote clients' interests.




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SERVICES.
Width & Depth
ARA LAW offers insightful services to private equity providers, foreign institu-
tional investors, mutual fund houses, asset management companies, banks
and financial institutions, etc, on a wide range of corporate transactions. The
core areas of its practice include:

• Private Equity
• Mergers and Acquisitions
• Banking and Finance
• Capital Markets
• Infrastructure
• Real Estate
• Telecom, Media and Information Technology

                                                                                   7
Private Equity
Clients’ Search Ends Here
Private Equity being the cornerstone of the Firm’s boutique practice, ARA LAW
has had the opportunity to advise and assist clients from both sides of the in-
vestment equation, i.e., investment funds as well as investee companies across
various sectors in India. The Firm’s practice experience in the segment includes:

Private Equity Fund Practice

• Legal and tax jurisdictional analysis/implications and regulatory requirements
• Formation of offshore investment vehicles such as Mauritius, Cyprus, Nether-
lands, UAE, Singapore and Delaware

• Incorporation and registration of Indian advisory company, domestic trust and
make employee arrangements


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• Drafting private placement memorandum, subscription agreements, applica-
tion forms, investment management agreements, investment advisory agree-
ments, contribution agreements, trust deeds, etc

• Drafting and negotiating agreements with Limited Partners, General Part-
ners, Placement Agents and other intermediaries

• Drafting and making applications before Securities and Exchange Board of
India, Reserve Bank of India and other regulators for registering the fund as
Foreign Venture Capital Investor, Domestic Venture Capital Fund, Foreign In-
stitutional Investor, Sub-account

• Regulatory compliance, reporting and ongoing monitoring issues and gover-
nance


Private Equity Investment Practice

•   Establishment of Investment Vehicle

•  Co-operating with law firms across various countries and assist in formation
of SPVs in various tax efficient jurisdictions such as Mauritius, Cyprus,
Netherlands, UAE, Singapore and Delaware.

•   Legal Due Diligence

• Structuring entry strategies in compliance with Foreign Direct Investment
regulations, provisions of the Income Tax Act, Double-Tax Treaty, and the ex-
change controls regulations.

•   Regulatory approvals

•   Definitive documentation and negotiation

•   Exit options




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Mergers and
Acquisitions
Full Breadth And Width
ARA LAW provides seamless advice to both domestic and international clients
on full breadth of complex, high-value as well as comparatively smaller trans-
actions. The practice of the Firm spans across all business segments. The
Firm’s practice experience in the segment includes:

•   Mergers, De-mergers Scheme of Arrangement

The Firm assists its clients in highlighting significant Indian tax, regulatory and
commercial issues/concerns that might affect a given structure. It also simulta-
neously works towards developing potential solutions to any conflict or prob-
lem keeping in mind the strategic objectives of the deal.




                                                                                      10
•   Business Acquisitions

The Firm offers deal specific advice and strategises effective corporate and/or
business acquisitions. It conducts extensive and probing diligence on target
companies and provides objective and transaction specific reporting for clients
to take informed business decisions.

•   Public and Private Takeovers

The Firm provides pragmatic processes and timelines for achieving private or
public takeovers. ARA Law assists its domestic and off-shore clients in com-
pleting regulatory filings and dealing with management-public interactive.

•   Joint Ventures and Foreign Collaborations

The Firm’s experience in assisting clients belonging to diverse industries and
segment gives it an edge to develop and effectively negotiate Joint Venture
contracts and ancillary documents keeping in mind the transaction specifics

•   Strategic Investments

ARA LAW provides fresh and out of the box ideas that assist its clients in tak-
ing informed decisions to mitigate risk and achieve successful outcome.




                                                                                  11
Banking and
Finance
Leading Your Way
Banking & finance is one of the founding practices of the Firm and continues as
one of its core practice areas. The Firm offers advice to its clients on the entire
gamut of setting up Mutual Funds, managing portfolios, Debt Restructuring,
etc. Its practice experience in the segment includes:

•   Mutual Fund and Portfolio Management Advisory Services

ARA LAW represents around 40 per cent of the mutual funds setup in India.
The Firm regularly advises and assists the country’s leading asset manage-
ment



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companies (AMCs) and portfolio managers in drafting documentation, resolving
complex legal/regulatory issues and represents clients before the regulators.

•   Project Finance

The Firm’s project finance team regularly advises its clients seeking individual
and consortium lending for long-term and industrial projects and also advices
sponsors and fund providers on financing of projects across various sectors.
•   Derivatives

ARA LAW offers advice on financial products including interest rate, currency,
credit, equity and commodity derivatives and other structured financing arrange-
ments including ISDA (International Swaps and Derivatives Association) Agree-
ments, Options and Futures Contracts.

• Debt Restructuring
The Firm advises on corporate debt restructuring, negotiating with consortium
lenders, finalisation and implementation of settlement schemes, drafting of ne-
gotiated loan documents, settlement deeds, issuance and marketing of security
papers.

•   Securitisation

The Firm’s practice in this sector includes advising funds, sponsors, credit en-
hancers, Foreign Institutional Investors and investors on investment norms, eli-
gibility, contribution contracts, registration requirements and enforcement of
security interests.




                                                                                   13
Capital Markets
One-stop Solution Provider
ARA LAW’s capital market practice offers a one-stop service to clients looking
to access Indian and offshore capital markets and also provides services to the
various intermediaries in markets through its financial services practice. Its cap-
ital market team has the distinction of being involved in the first GDR issue in
India. The Firm’s practice experience in the segment includes:

•   Primary/Secondary Market Equity and other Issuances

The Firm specialises in providing support at all stage of security issuance. It
has advised issuers, underwriters and selling shareholders in private place-
ments and domestic and international public offerings such as IPOs, FPOs,
GDRs, ADRs, FCCBs, IDRs, QIPs, AIM listing, etc.




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• Debt Related Issuances
The Firm has regularly advised on all forms of debt-related transactions, do-
mestic and international.

•   Financial Services & Markets

The Firm advises on areas relating to the Indian financial services market. It
has extensive experience in providing advice on all aspects of regulatory gover-
nance and systems.




                                                                                   15
Infrastructure
Expert Help
The Firm represents a large number of sponsors, developers, lenders, financial
advisors, multilateral financial institutions and government agencies. Apart from
advising on legal framework governing infrastructure sectors, it also assists on
various aspects of infrastructure projects from concept to structuring, negotiat-
ing, documentation and commissioning. Its infrastructure sector practice experi-
ence includes:

• Advising on Foreign Direct Investment restrictions in the infrastructure sector
and formulising viable investment structures




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• Advising on regulatory aspects and liaising with government agencies, such
as, Department of Industrial Policy and Promotions, Foreign Investment Promo-
tion Board, State Electricity Boards, State Pollution Boards, etc

• Environmental clearance proposals, seeking licences, approvals and permits
required for infrastructure projects

• Drafting, negotiating and reviewing project documentation such as Expression
of Interest, Procurement Documents including Request for Proposal/ Request
for Quotations, Bid and Tender Documents, Memorandum of Agreement, Joint
Bidding Agreements, Concession Agreements, Power Purchase Agreements,
Shareholders Agreement, Fee-Sharing Agreements, Engineering Procurement &
Construction Contracts, Supply Agreements, Service and Equipment Supply
Contracts, 0peration & Management Contracts and Risk Management Docu-
mentation for allocation, management and mitigation of the project risks

• Drafting, negotiation and review of project financing documents including
Loan Agreements, Guarantee Agreements, Mortgage And Hypothecation Deeds,
Share Pledge Agreements, Escrow Agreements, Letter of Credit, etc

• Advising on litigation or dispute resolutions mechanisms relating in infrastruc-
ture projects




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Real Estate
Integrating Expertise
ARA LAW advises several leading investment banks, real estate funds, institu-
tional investors, high net worth individuals, NRIs, developers and related serv-
ice providers in real estate sector. Its team includes specialists in banking,
mergers and acquisitions, real estate corporate finance, tax, funds, securitisa-
tion and asset finance. The Firm efficiently integrates construction, planning
and other real estate-specific expertise for efficient implementation of transac-
tions. The Firm’s practice experience in this segment includes:

• Advising on foreign direct investment restrictions in the real estate sector




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• Title investigation including due diligence on the property and conducting
searches at the public authorities in respect of immovable properties across
India (with the help of local counsels)

•  Drafting, negotiating and reviewing title documents, non-agriculture certifi-
cates, approved plans, building constructions licenses, building commencement
/ occupation and completion certificates

•   Stamp duty, registration fee and other property taxes

• Drafting, negotiating and reviewing agreements such as Deed of Conveyance,
Development Agreements, Shareholder Agreements, Joint Development Agree-
ments, Conducting Agreements, O&M Contracts, Lease/License Agreements,
Mortgage Deeds, Building Contracts, Tenancy Agreements, Transferable Devel-
opment Rights, Power of Attorneys, etc

•  Advising on varied property laws including Transfer of Property Act, Registra-
tion Act, Bombay Stamp Act, Stamp Act of other States, Maharashtra Ownership
Flats Act, Maharashtra Apartment Ownership Act, Maharashtra Land Revenue
Code, Maharashtra Rent Control Act, Maharashtra Co-operative Societies Act,
Maharashtra Regional Town Planning Act, Development Control Regulations, etc

• Advising on regulatory requirements and related documentation for Special
Economic Zones (SEZs), township projects, condominiums, hotel projects, etc




                                                                                    19
Telecom, Media
and Information
Technology (TMT)
Under Able Guidance
ARA LAW’s TMT team is one of the leading TMT teams in India. Mr. Rajesh N.
Begur, Managing Partner, has been ranked among India’s leading TMT lawyers
by Asia Pacific Legal 500. ARA LAW represents a diverse group of national and
multinational corporations, telecom, media, information technology companies,
television companies, venture capitalists, investment bankers, banks and finan-
cial companies. The Firm’s practice experience in the segment includes:




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Telecom

• Advising on regulatory restrictions and structuring of M&A in the telecom,
media and information technology sectors

• Corporate finance including private equity and corporate venturing
• Advising telecommunications infrastructure service providers on regulatory ap-
provals for right of way, etc

• Bidding process and acquisition of telecom licences for various state circles
and other regulatory approvals

• IPTV, video on demand, other streaming services, spectrum issues and digital
terrestrial agreements

• Services, equipment and infrastructure agreements, including outsourcing
Debt and equity financings

• Assisting in establishment of tele-marketing and mass marketing centres
across various geographical locations in India

• Other regulatory and licencing issues with respect to implementation of global
satellite network

Media

• Establishment of offshore subsidiaries for media operations
• Mobile TV and content services

• Advising on issues pertaining to content production, broadcasting, guidelines
for uplinking of news and current affairs TV channels from India, conditional ac-
cess systems (CAS) operations for foreign and Indian news channels and news
production houses

• Media and entertainment, including publishing, print and broadcast media, mo-
tion pictures, music, dance and theatre and other forms of art and entertainment

• Intellectual Property Rights in media content, software, hardware, databases
and other technologies




                                                                                    21
Information Technology

• Regulatory restrictions, approval requirements (including from Software and
Hardware Technology Parks of India and Special Economic Zones)

•  Structuring the transaction and advising on tax holiday benefits, Double-Tax-
ation Avoidance Agreement benefits, etc

•   Obtaining other business registrations and licences

•   Drafting technology licencing agreements and advice on regulatory restrictions

• Drafting other agreements such as Secondment Agreements, Software Li-
cence Agreements, Advisory and Cost-Plus Agreements, etc

• Advising on import and use of Virtual Private Network (VPN) products, com-
munications hardware products (e.g. routers), and encryption software for in-
ternal communication and related reporting requirements and custom duty
issues

• Regulatory approvals and regulatory structure for setting up VPN, VoIP and
the use of International Private Leased Circuits




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Corporate Advisory
A Comprehensive Approach
ARA LAW advises on all aspects of corporate laws, securities laws including
providing valuable assistance on corporate governance and reporting require-
ment for listed companies. The practice experience in this segment includes:

• Assisting in incorporation of Private & Public Limited companies
• Drafting Memorandum and Articles of Association and in particular incorporat-
ing the provisions under the Shareholders Agreement




                                                                                  23
• Assisting in drafting applications seeking approval for establishment of Liaison
/Representative Offices, Project Offices, Branch Offices and coordinating the
approval process with the Registrar of Companies and Reserve Bank of India

• Drafting notices to be sent to shareholders, statutory minutes, etc
• Updating statutory registers (such as Register of Members, Register of Direc-
tors, Register of Related Party Transactions, etc.)

• Advising on rights and privileges available under law to different security hold-
ers, such as, Equity Shares, Preference Shares, Warrant Holders, Debenture
Holders, GDRs, etc

•   Advising on differential voting rights provisions and compliances

• Advising on reporting requirements and compliances under the SEBI Insider
Trading Regulations

• Drafting the Code of Conduct for listed companies
• Assisting listed companies with corporate governance and other reporting re-
quirements to be filed with various Stock Exchanges, Securities and Exchange
Board of India and other regulatory authorities

• Advising and assisting on on-going compliances and reporting requirements to
the Registrar of Companies




                                                                                      24
Employment
Offering Effective Solutions
The Firm assists and equips its clients with effective mechanism to be able to
deal with the employment related issues. Its practice experience in the segment
includes:

• Advising on the applicability of various labour laws to establish operations in
India

• Advising on retrenchment, lay-offs and other termination related laws and
concerns




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• Advising on tax implications and labour law issues arising from any merger,
acquisition, transfer, sale or any other type of corporate restructuring

• Assisting on employee stock option plans (ESOPs) and share purchase
schemes

• Drafting of Employment Agreements, Non-compete Agreements, Non-disclo-
sure Agreements, Proprietary Information and Assignment Agreements, Confi-
dentiality Agreements, Separation and Termination Agreements

• Advising on remuneration and other compensatory benefits applicable under
the law

• Prosecution or defending of claims of wrongful discharge, discrimination, ha-
rassment and protection of intellectual property

• Drafting, examining and introducing policies dealing with sexual harassment,
discrimination, privacy issues, leave and other issues that may arise




                                                                                  26
Intellectual Property
Empowering Businesses
The Firm helps Indian and international clients to exploit intellectual assets to
their advantage. The Firm is proficient in dealing with issues including Trade-
marks, Copyrights and Industrial Design Laws. Its practice experience in the
segment includes:

• Drafting, filing and registration of applications in respect of copyrights, trade-
marks and designs

• Advising on data protection laws and restrictions in India




                                                                                       27
• Drafting, assessing, negotiating and reviewing of a variety of Intellectual
Property Agreements, keeping in mind the requirements of each specific sector

• Advising on issues arising from trademark opposition, contraventions and in-
fringement including defence and prosecution strategies, revocation and modi-
fication and creation of charge on trademarks

• Conducting due diligence with respect to the concerns, risks and liabilities in-
volved in any transaction

• Providing legal opinions and resolving client queries
• Assignment of trademark, franchisees and issue of licenses pertaining to any
transaction

• Drafting of Name Licence Agreements, Franchisee Agreements, Trademark
Assignment Agreements, Licence and Assignment Agreements for Copyrights,
etc.




                                                                                     28
Transaction Tax Advisory
The practice experience in the segment includes:

• Double Tax Avoidance Agreements
• Selection of tax efficient investment jurisdiction
• Tax considerations and structures for obtaining pass-through benefits for do-
mestic private equity funds

• Promoter shareholding and family shareholding structures in case the group
has multiple business interests with a focus on establishing and implementing
appropriate succession mechanism

• Tax holiday benefits available for various sectors, such as, Information Tech-
nology, Infrastructure, Green field projects, etc

• ESOP and fringe benefit taxes
• Capital gains tax implication on transfer of shares


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Other Advisory Services
• Arbitration and Dispute Resolution — settling disputes under Arbitration &
Conciliation Act, 1996 and drafting of complaints, rejoinders, applications, etc.
during arbitration process

• Competition/Anti-Trust




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A D V O C AT E S   &
                         LA W
                       S O L I C I T O R S




             CONTACT US

3/F, Mahatama Gandhi Memorial Building 7,
   Netaji Subhash Road Charni Road (W)
    Mumbai - 400002, Maharashtra, India
            Tel: +91 22 6619 9800
           Fax: +91 22 6619 9899
           Web: www.aralaw.com


   MUMBAI and BENGALURU

				
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