India Business Law Journal PDF

India Business Law Journal
Your partner in legal intelligence
July/August 2015
Volume 9, Issue 2
Nestls noodle nightmare

Maggi fiasco rings alarms over regulatory ambiguity
Criminalizing civil disputes

Complying with biodiversity rules
Grappling with the regulation of bitcoins
Plus: Essential directory of 50+ Indian law firms
www.indilaw.com
Contents
3
Leader
15
21
Making sense of the state of play
Inbox
Market pulse
Nestls
noodle
nightmare
Altacit Global opens in Cochin

JSA hires Chennai partner from HSB
Delegation to US holds diverse talks
Patodia shifts gear and stays with Dua
The fiasco over the safety of Maggi noodles

gives rise to concerns about regulatory
ambiguity, process and power
The wrap
27
Deal digest: page 9

Business law digest: page 11
Dispute digest: page 18
21 Cover story
Embracing
biodiversity
27 Spotlight?
Regulations to protect biodiversity need

clarification to ensure compliance and
maintain the pace of research
Embracing biodiversity
30 Vantage point
Questionable litigation strategies are tearing at
the fabric of Indias justice delivery apparatus,
argues PM Devaiah of Everstone Capital
A bit
of bother
31 Whats the deal?

A bit of bother
India needs to get

to grips with the
regulation of
bitcoins
37 Intelligence report
India Business Law Directory
Directory of more than 50 Indian law firms
plus in-depth analysis of the state of
play in the countrys legal market
79 Correspondents
31
India Business Law Directory: page 37
Expert advice from India Business Law Journals correspondent law firms
79
Banking & finance
86
Mergers & acquisitions
Economic Laws Practice
Shardul Amarchand Mangaldas & Co
80
Dispute resolution
87
Middle East-India trade & investment
Bharucha & Partners
Afridi & Angell
81
Foreign direct investment
89
Outbound investments & joint ventures
Luthra & Luthra
India Law Offices
82
Intellectual property
90
Regulatory developments
Saikrishna & Associates
Phoenix Legal
83
International trade
91
Smart cities
HSA Advocates
85
Media & entertainment
92
Taxation & transfer pricing
LexOrbis
July/August 2015
Editorial board
India Business
Law Journal
July/August 2015
Volume 9, Issue 2
ISSN: 1994-5841
Pravin Anand
Managing Partner
Anand and Anand
Shamnad Basheer
Founder
SpicyIP
Sanjit Kaur Batra

Senior Counsel &
Legal Manager
(South Asia)
Dupont
Lalit Bhasin
Managing Partner
Bhasin & Co
Himavat Chaudhuri
Chief Legal
& Regulatory
Affairs Officer
Tata Sky
PM Devaiah
Partner & General
Counsel
Everstone Capital
Advisors
Contact us
Editorial
Email: editorial@indilaw.com
Telephone: +852 3622 2673
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Email: cs@indilaw.com
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www.indilaw.com
Editor
Sumes Dewan
Managing Partner
Lex Favios
Girish Gokhale
Senior Litigation
Consultant
DSK Legal
Badrinath Durvasula
Vice President & Legal
Head
Larsen & Toubro
Manik Karanjawala
Partner
Karanjawala & Co
Amit Anant Moghay

General Counsel
HSBC
Fali S Nariman
Senior Counsel
Vandana Chatlani
Deputy editor
Rebecca Abraham
Sub-editor
Simmie Magid
Contributors
Dev Bajpai
Sanjit Kaur Batra
PM Devaiah
Chetan Tripathy
Roochi Tripathy
Debolina Partap
General Counsel
Wockhardt
Mysore R Prasanna
Independent
Consultant
Premnath Rai
Founding Partner
PRA Law Offices
S Ramaswamy
Vijaya Sampath
President
Senior partner
Indian Corporate
Lakshmikumaran &
Counsel Association
Sridharan
Sunil Seth
Senior Partner
Seth Dua &
Associates
Production editor
Pun Tak Shu
Head of marketing
Anita Fung
Associate publisher
Tina Tucker
Publisher
James Burden
Printed in Hong Kong
Ashok Sharma
Pallavi Shroff
Amarjit Singh
Shruti Dvivedi Sodhi
Shardul Thacker
Founder President
Managing Partner
Managing Partner
Chief Compliance
Partner
Indian Corporate
Shardul Amarchand Amarjit & Associates
Officer
Mulla & Mulla &
Counsel Association
Mangaldas
Aircel
Craigie Blunt & Caroe
Jagannadham
Thunuguntla
Strategist & Head
of Research
SMC Global Securities
21/F Gold Shine Tower

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Hong Kong
Telephone: +852 3622 2673
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Email: enquiries@vantageasia.com
www.vantageasia.com
Correspondent law firms

Alfridi & Angell
LexOrbis
Bharucha & Partners
Phoenix Legal
HSA Advocates
Shardul Amarchand Mangaldas & Co
India Law Offices
Torys
Luthra & Luthra
Trilegal
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July/August 2015
Leader
Opinion
Making sense of the state of play

Are we witnessing the emergence
of green shoots of growth, or
is it just wishful thinking?
acts of criminality, and thereby invoking the jurisdiction of

criminal courts. Writing in this issues Vantage point (page
30) PM Devaiah of Everstone Capital argues that questionable 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 Indias justice delivery system.
Stating that such attempts are in fact a coercive meashile recent reports that an economic turnaround
ure to blackmail and extract relief, Devaiah says that to
may be in the offing are welcome, the structural
create a favourable investment climate, the focus needs
weaknesses that plague India make it a challenge
to be on creating a reliable and predictable environment,
to talk up the countrys immediate prospects. Yet there
anchored by the rule of law. Any complacency in finding a
is no denying the promise and potential of India. Even as
cure for the plague of witch-hunts that are currently being
companies within the country grapple with its often comcarried out within the justice system will undermine the
plex and opaque legislative and regulatory framework,
robustness of the rule of law in India.
those that are not yet in India look on with interest.
This issues Whats the deal? (page 31) provides
If India is to see the kind of investment that it requires,
an in-depth analysis of cryptocurrencies such as bitinvestors, both within India and outcoin, and the need for India to regulate
side, need assurances that the country
them. Looking at the how regulators in
can deal with the problems that dog
Singapore and the US have formulated
it. This will require well designed and
know-your-customer and anti-money
Your partner in legal intelligence
targeted policies backed by principled
laundering guidelines for bitcoin busiintentions. Delivering growth that can
nesses, our coverage explores appropribe sustained and which transforms the
ate regulatory and taxation policies for
status quo will require more than sound
India. Like any emerging technology,
bites. Is this too tall an order for India?
cryptocurrencies require the support of
This issues Cover story (page 21)
all stakeholders, including governments
analyses recent events at Nestl India
around the world, and it is important to
surrounding the much-publicized recall
evaluate them holistically rather than
and destruction of its Maggi brand
providing knee-jerk reactions based
noodles. While a recent Bombay High
on incomplete empirical data. Bitcoin
Maggi asco rings alarms over regulatory ambiguity
Court decision to lift the ban on the
presents an excellent opportunity to
noodles has given Nestl hope for an
promote financial inclusiveness, which
end to its troubles, the saga is a poignwill be vital for the transformation of
Complying with biodiversity rules
ant reminder of the inherent risks of
India.
Grappling with the regulation of bitcoins
Plus: Essential directory of 50+ Indian law rms
doing business in India.
It is against this backdrop that India
For as Nestl has discovered to its
Business Law Journal presents its eighth
peril, a lack of clarity in regulations often
annual edition of our India Business
means that companies are left playing a
Law Directory (page 37), which we
guessing game. People were waiting indefinitely, they had
believe is the most extensive directory of Indian law firms
arbitrary rejections, and people went to court, says Lira
available. As in previous years, the directory is accompaGoswami, a partner at Associated Law Advisors, describnied by in-depth editorial analysis of the state of play in
ing the situation after May 2013, when Indias food regulator
Indias legal market.
suddenly put in place a regime that required prior approval
This is a critical time for Indian law firms. After years of
of products that caught many companies off guard.
controversy, the country is finally poised to lower the barriIn Embracing biodiversity (page 27) we turn the spotlight
ers preventing the entry of foreign law firms, a move that will
on regulations for the preservation of biodiversity another
inevitably throw up new challenges for domestic players.
area in which ambiguities in the rules make compliance
Add to this the fact that Indian firms both large and small
extremely challenging. Regulators have recently been exer are experiencing difficulties as a result of the seismic shift
cising their powers under the Biological Diversity Act, 2002,
in the market triggered by the split of Indias largest firm,
which states that companies need their nod before accessAmarchand Mangaldas (see India Business Law Journal,
ing Indias biological resources and associated knowledge.
June 2015), and on account of a steep decline in legal fees.
But as we highlight, this is another area where a lot more
There is a price war out in the market, says Rohan Shah,
clarity is required. Companies have been issued notices for
managing partner of Economic Laws Practice.
non-compliance with the law and it is only a matter of time
Lower fees will no doubt be welcomed by clients, who
before the courts will be asked to resolve disputes trighave slowly been gaining the upper hand in their relationgered by inadequacies in legislation and regulations, rather
ships with law firms. But what of the long-term health of the
than instances of negligence or ill intent.
market? With the fortunes of Indias law firms inextricably
The courts in India are well known for their excruciating
tied to that of their corporate clients, a lot will depend on
delays. A further problem is that parties involved in civil diswhether Indias much-hyped green shoots of growth have
putes are painting complaints in the commercial arena as
deep roots, and if indeed they are real. g
July/August 2015
Volume 9, Issue 2
www.indilaw.com
July/August 2015
Inbox
Corporate criminal liability
A recent development
Dear Editor,
As your readers will know, companies, even though they are fictitious 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 benet 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, shareholders resolutions and other binding
decisions of shareholders. The acts of
any employee trusted with decisionmaking 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 corporations 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 promoters, 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 attribution. 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 thealter egoof the
company.
4
Letters to the editor
This doctrine cannot be used in

reverse to make the directors of the
company liable for an offence committed by the company. Holding that
it is the cardinal principle of criminal
jurisprudence that there is no vicarious liability unless the statute specifically provides so, the court said that
Legal market
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 provides wonderful coverage of the practical
realities and challenges facing the legal
profession. The mantra is clear: Get me
the thrills and challenges at workand of
course the exciting money.
I was comparing your analysis with
another publication, which also covered
the break-up, however, it wasextremely
tilted in favour of Shardul Shroff. I feel
that as a journalist covering such a sensitive 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
vicarious liability of directors cannot be imputed automatically when a

company is the offender.
Anjuli Marwah
BBA (Hons), LLB (Hons)
National Law University Odisha
Cuttack
its competitorsin 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 competition among some India-based law
journals to organize legal awards functions and seek sponsorships from corporates. 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 intrafirm 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 months issue.
Amit Vyas
Vice-President, Legal
Mahyco
Mumbai
Opinions?
Observations?
Feedback?
We want to hear from you.
India Business Law Journal welcomes your letters.
Please write to the editor at editorial@indilaw.com.
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.
July/August 2015
Market pulse
Patodia shifts gear and stays with Dua
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 SAMs deputy head of dispute resolution and
would also have sat on its independent
management committee.
SAMs executive director, Shardul
Shroff, did not respond to India Business
Law Journals 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 formers departure from
the firm. Patodia said she had considered her options carefully and thought
SAM offered a great future of selfgrowth not just for myself, but also
for my team, which is very young.
Dua told India Business Law Journal
he believed both SAM and Cyril
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 Patodias decision to stay in
her current role, Dua said: We respect
People moves
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, including assisting CAM with practice area
development initiatives.
Bagga has almost 40 years of experience 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 Indias Ministry of Finance (MoF),
dealing with capital markets and foreign investment matters.
July/August 2015
Shiraz Patodia
and welcome Shiraz and her teams

decision to continue with the firm. It
reinforces the sound basis of the firms
value system and [the encouragement
it gives] its professionals to grow their
respective practices in an atmosphere
of responsible freedom.Given the current disruptions in the legal market
we consider it an opportunity to consolidate and grow with carefully chosen

like-minded professionals.
Patodia was unavailable for
comment.
In July, Kunal Mehra left SAM to join
Dua Associates as a partner in its corporate and M&A practice in Gurgaon.
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, foreign direct investment and foreign
institutional investment flows. He also
helped shape the MoFs view on cabinet 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 Indias 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.
Pradeep Kumar Bagga
Market pulse
Remfry moves Arora to Bangalore
Swati Arora, a lawyer at IP boutique Remfry & Sagar, has moved from
the firms 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.
Varun Sriram
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 variety of industries including healthcare,
security services, hospitality, ports, telecoms, food and beverage, manufacturing, 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 panIndia firm. The attractions at JSA in
particular, he said, were its renowned
work culture, democratic and transparent setup and excellent support
system.
Commenting on the appointment,
Berjis Desai, JSAs managing partner,
said the firm had always been committed to build a professional-owned,
sharing, merit-based, empowering,
and nurturing institution. Varun is an
addition as part of that journey.
The constant distance between

each orb, like the distance between
the moon and the North Star, represents the constancy of quality and
faith; the symbol of Apollo, the Greek
Sun God, with the galaxy of his planets burning away all impurities, represents 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, innovation 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 integers, 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 administrative disciplines. In addition, each

orb represents the diversity of SAMs
practices and people.
The logo also represents the Bindu,
which is the most ancient symbol of
completeness as demonstrated by
Razas constant themes in his world
famous art, he added.
C A M s l o g o w a s d e s i g n e d b y
Interbrand, a global brand consultancy. It is made up of the letters C (in
orange) and A and M (in gold) against
a violet background with a gold circular border, which represents unity
and infinity. The firm said its logo
draws from factors considered most
compelling in client choice heritage,
knowledge, expertise and relationships. Gold represents tradition, brilliance and success; violet signifies
Law firms
Shroffs unveil new

logos and branding
Shardul and Cyril Shroff have introduced new logos and branding for
their respective law firms, Shardul
Amarchand Mangaldas & Co (SAM)
and Cyril Amarchand Mangaldas
(CAM).
SAMs logo was designed by DDB
Mudra, an integrated marketing communications and services network in
India. The logo consists of a large gold
circle surrounded by nine smaller gold
orbs against a Prussian blue background 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
firms values, which include [ethics],
quality, collaboration, diversity, constancy, 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.
6
July/August 2015
Market pulse
wisdom, integrity, dignity and ambition; and orange represents warmth
and friendship.
The C, A and M appear joined to
each other within the golden ring,
symbolizing the tightly knit relationships within the firm and with clients.
A dot placed within the circle suggests an elephant, which symbolizes
strength, intelligence and longevity. The elephant, Lord Ganesha,
blesses all our firms future endeavours, 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.
SAMs brand marks a big departure from the Amarchand Mangaldas
logo, while CAMs retains the concept of stylized letters in a circle. Cyril
declined to comment on the reasons

for this.
The terms of family settlement
and award did not entitle either
S h a rd u l A m a rc h a n d M a n g a l d a s
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 original Amarchand Mangaldas.
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
firms partners had identified integrity,
Altacit Global opens in Cochin

Boutique law firm Altacit Global has celebrated its 12th anniversary with
an office opening in Cochin. This is the firms 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 corporate, real estate and franchising matters. The expansion takes it up to a
total of 28 lawyers including three partners.
Sudhir Ravindran, the firms managing partner, told India Business Law
Journal his Cochin venture was due to the citys emergence as an important
IT and retail destination. He said the firm was also considering opening an
office in Vijayawada, Andhra Pradeshs new capital.
Nayantara Sanyal will head up the Cochin office.
July/August 2015
Krishnava Dutt
Market pulse
Darius Udwadia
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 definite 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 systems 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 litigators 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 lawyers, 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.
INBAs successful delegation conferences 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 communicating 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
Delegation to US
holds diverse talks
At the end of June, 20 Indian National
Bar Association (INBA) members visited Washington DC and New York to
discuss US-India business ties, tax
concerns and the opening of Indias
legal market to foreign law firms.
The US and Indian delegations discussed issues relating to black money,
cross-border law practice, the Foreign
Account Tax Compliance Act, corruption, 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 locations 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.
8
July/August 2015
The wrap
Deal digest
K Raheja picks up
land plot in Worli
K Raheja Corp has acquired a 1.3acre 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 special 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, preparation of documentation, negotiations
and closing of the deal. Doshi worked
on the deal with founder and managing 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
worlds 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 firms
July/August 2015
team was led by Mumbai-based corporate 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 partner Amit Manubarwala led the team that
represented SJS Plastiblends.
The wrap
Viacom buys 50%
stake in Prism
Viacom has purchased 50% of Prism
TVs equity shares through its Nickelodeon
Asia Holdings subsidiary for `9.4 billion
(US$153 million). Nickelodeon purchased
Prism TVs 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 network 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 associate 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 senior 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 prospectus 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 Infibeams Indian
legal adviser.
10
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 companys 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 managers 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 associates Theresa Thomas, Satadru Goswami, Devangshu Nath and Sampada
Bannurmath.
July/August 2015
The wrap
Business law digest
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 concern without the consent of the board
of directors with respect to transactions listed under section 188.
(ii) The provisions of section 43 (kinds
of share capital) and section 47 (voting
rights) will not apply to private companies whose memorandum of association and articles of association (AoA)
provide anything to the contrary.
(iii) Sections 62(1)(a)(i) and 62(2) earlier 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), employees 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 purchase of shares under section 67 will
not apply to private companies: (a) in
whose share capital no other body corporate has invested any money; (b) if
the companys borrowings from banks
or financial institutions or any body corporate 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.
July/August 2015
(vi) Acceptance of deposits by a company 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 capital 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 override provisions pertaining to: notice of
meeting (section 101); statement to be
annexed to notice (section 102); quorum for meeting (section 103); chairman 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 powers 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 appointment 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 undertaking, 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 interest in any company or body corporate
11
The wrap
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 companies: (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 institutions 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 resolutions dealing with such related transactions. 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 directors appointment is disapproved by the board, have
also been made inapplicable to private
companies.
Taxation
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.
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 documents is `50,000 to `200,000.
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 rate
A flat tax rate of 30% on undisclosed
foreign income and assets of the previous assessment year with a penalty of
up to 90% of the undisclosed income
will apply from 1 April 2016. No exemption, deduction or set-off of any carried
forward losses will apply.
Penalties for violation

Undisclosed 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.
Prosecution for certain offences

The punishment for a wilful attempt to
evade tax would be rigorous imprisonment from three to 10 years and a
fine. Failure to furnish returns, nondisclosure 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 punishment.Their liability would be absolved
if they can prove that the offence was
committed without their knowledge.
Income to be taxed
The 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 undisclosed asset, located outside India.
Limited window for disclosure
Persons 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
July/August 2015
13
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 transactions. Important changes introduced by
the circular include:
1. Authorized dealer banks may allow
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.
2. P e r m i s s i b l e c a p i t a l a c c o u n t
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.
3. All the facilities for the release
of exchange/remittances for
c u r re n t a c c o u n t t r a n s a c t i o n s
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
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:
1. Lenders are empowered to first take control of the borrower entity by
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.
2. At the time of initial restructuring, the JLF will incorporate a clause
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.
3. The decision to convert all or part of the loan into equity shares will be
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.
4. The lenders will become majority shareholders (hold 51% or more) of the
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.
use an exchange facility in excess of

the overall limit.
4. The LRS cannot be used to make
remittances for any prohibited or
illegal activities.
5. The remittance procedure is as
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 prohibited purposes.
(ii) Authorized persons should
ensure that know your customer
guidelines and anti-money laundering rules are complied with while
allowing the facility to be utilized.
(iii) Authorized dealers should not

extend any kind of funded or nonfunded facilities to resident individuals 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 authorized dealer should carry out due diligence on the operation and maintenance of the account. No part of the
US$250,000 can be used for remittance 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.
6. Authorized dealers may arrange to
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 educational institutions; commissions to
agents abroad for sale of residential flats
or commercial plots in India; fees for
consultancy services; and reimbursement 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.
14
July/August 2015
The wrap
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 transaction of business relating to combinations) Regulations, 2011. The following
are the key changes:
Form 1 filing procedures
T h e C C I h a s i s s u e d d e t a i l e d
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 noncompete 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 provisions
Earlier, if an intention to acquire was
conveyed to the central or state
government or the statutory authority
(CCI), then the filing requirement
would be triggered. 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 regulations. Key features are:
1. An insider is prohibited from
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.
2. The compliance officer, during
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 certain exclusions where insider trading
will not be charged, such as during
due diligence, for off-market transactions 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 accommodate a larger number of start-ups.
The revised framework introduces listing norms that facilitate fundraising by
small-scale start-ups and allow investors 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:
July/August 2015
15
The wrap
Particulars
Earlier position
Eligibility criteria
with respect
to qualified
institutional
buyers (QIBs)
106Y
Proposed revision
The following are eligible to list their specified securities on the

ITP:
(v) A QIB has invested not less than `5
Companies with an intensive use of technology, intellectual
million in the equity shares of the company property, nanotechnology, biotechnology, data analytics,
which must be locked in for three years
etc., to provide products, services or business platforms to
from the date of listing.
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 preissue capital.
Shareholding
106ZB
Shareholding restriction: No person (individually or acting in
and lock-in
concert with others) in such a company shall hold 25% or
restrictions
Not less than 20% of the post listing capital more of the post-issue share capital.
shall be held by the promoters at the time
of listing of specified securities of the small Lock-in restriction: The lock-in of the entire pre-issue capital
and medium enterprise which shall be
shall be for a period of six months from the date of allotment
locked in for a period of three years from
uniformly for all shareholders (promoters included).
the date of listing.
Basis of issue
106ZA
The basis of issue price may include other disclosures, except
price
projections, as deemed fit by the issuers.
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 auditors or
registered merchant bankers report.
Requirement to
No such requirement
Companies intending to list on the proposed ITP will
file draft offer with
be required to file a draft offer document with SEBI for
SEBI
observations, as provided in the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009.
Eligible investors No specification regarding eligible
The following two categories of investors are eligible to invest
investors.
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
A company is allowed to make a public offer.
(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 .
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).
Migration to the
main board
No provision regarding migration to main

board.
Alternative
investment funds
(AIFs)
No provision.
16
The minimum ticket size/trading lot shall be `1 million.

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.
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.
July/August 2015
The wrap
Particulars
Earlier position
Proposed revision
Disclosure
requirements
Schedule XIX A
The 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.
Not applicable
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 issuers
website.
Grandfather
clause
Further, the product advertisements of an issuer will not be

required to give details of public/rights issues.
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.
Foreign investment
Foreign direct
investment
policy
The Department of Industrial
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 resident Indian entity or entities.
Defence: Up to 49% FDI is permitted
in the defence sector under the automatic 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 permitted for specified construction, operation and maintenance projects subject
to guidelines issued by the Ministry of
Railways.
Pharmaceuticals: Up to 100%
July/August 2015
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 crossborder transfer of shares in an Indian
company involves non-resident investors (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 investee 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 investor of shares in an investee Indian
company which falls under the government 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 additional foreign investment beyond the
approved investment limits subject to
the condition that the approved foreign equity percentage is maintained.
The business law digest is compiled by Nishith

Desai Associates (NDA). NDA is a researchbased international law firm with offices in
Mumbai, New Delhi, Bangalore, Singapore, Silicon Valley and Munich. It specializes in strategic
legal, regulatory and tax advice coupled with
industry expertise in an integrated manner.
17
The wrap
Dispute digest
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 vacillating 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 documentary 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 exhibition of films under the provisions
of the Cinematograph Act, 1952. It
assigns certifications to films for exhibition, sale or hire in India. Films can
be publicly exhibited only after they
are certified by the board.
Butalia, the producer of the documentary 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
Constitutional
law
No unlimited
discretion in
licensing matters
In RK Associates & Hoteliers Pvt Ltd
v Indian Railways Catering & Tourism
Corporation & Ors, Delhi High Court
18
writ petition before Delhi High Court,

appealing against FCATs decision
and asserting his right of freedom of
speech and expression under article
19(1)(a) of Indias 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 (unrestricted exhibition) without insertion of
the disclaimer or the deletions ordered
by FCAT.
held that as a government entity is

mandated to act in a fair, non-arbitrary,
just, transparent and non-discriminatory manner in terms of article 12
of Indias 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 operated 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
July/August 2015
The wrap
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 discretion, 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.
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 generation 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 constitution casts a fundamental duty on citizens 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
July/August 2015
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 promoting 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 polluting sources of energy.
Arbitration
Supervisory
jurisdiction over
arbitration upheld
Dismissing an appeal in NHPC Limited v
Hindustan Construction Company Limited,
Delhi High Court held that it had jurisdiction 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.
19
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 subjectmatter 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 weeks advance
clear written notice to Hindustan
Construction Company (HCC) of its
intention to invoke a bank guarantee,
during the pendency of HCCs petition
for setting aside an arbitral award.
NHPC had argued that Delhi High
Court did not have jurisdiction to entertain 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 jurisdiction to entertain such petitions.
20
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
lbhasin@bhasinco.in or lbhasin@gmail.com.
Readers should not act on the basis of this
information without seeking professional
legal advice.
July/August 2015
Cover story
Compliance
Nestls noodle
nightmare
The fiasco over the safety of Maggi noodles gives rise to concerns
about regulatory ambiguity, process and power
Vandana Chatlani reports
decision by Bombay High Court to lift bans on

Nestl Indias 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.
July/August 2015
Indian consumers, however, are already hailing a comeback. Posts on social media indicate just how popular
Maggi noodles are in the country. Its 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 resums again!!
Landing in hot water

Nestl began operating in India in 1912 and has been
manufacturing locally since 1961. It employs 7,000 people and has 300 quality assurance analysts in the country.
21
Cover story
If the government labs do not
have complete visibility then
how can Nestl and the like be
expected to have clarity?
Dimpy Mohanty
Partner
LexCounsel
Compliance
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 Nestls 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
India is Nestls global research and development hub

for noodles and Maggi noodles manufactured in India are
exported to Nestl in markets such as Canada, the UK,
Kenya and Singapore. According to reports, Maggi noodles account for about 30% of NestlIndias 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 Nestl woes, page 23). On 5
June, the Food Safety and Standards Authority of India
(FSSAI) ordered Nestl 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 regarding 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

Nestl had argued that it does not add monosodium 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 forMSG. Nestl 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 regulations, 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 Nestl
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
22
The detection of dangerous levels of lead in Maggi noodles 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 diluting them in water. According to Nestl, a sample should
be tested in the form in which it is finally consumed.
Nestl 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 Nestl 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 immediately. Nestl agreed to comply and went on to track down
and destroy approximately 400 million packets (27,420
tonnes) of Maggi noodles.
[FSSA implementation has

been hampered by] inadequacy
of staff and infrastructure
facilities including laboratories
Sanjeev Sachdeva
Partner
Luthra & Luthra
July/August 2015
Cover story
Compliance
A week after the recall order, Nestl India filed an

appeal in Bombay High Court against the FSSAIs order.
Convinced that its noodles were safe, the company
also challenged the FSSAIs 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 testing 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 Nestl
and the like be expected to have clarity?
Regulatory burn
Nestls third battle involved its release of Maggi Oats
Masala Noodles with Tastemaker to the market without
obtaining approval first. Nestl 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 Nestl 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 Kelloggs, 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 Nestl 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. Nestl 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 Thackers view, as Maggi noodles fall
under this category the failure to obtain product approval
constitutes a clear violation and so a recall is justified.
Timeline of Nestls woes

2014 16 March
Uttar Pradesh food safety inspectors send Maggi noodle samples for testing to the state laboratory in Gorakhpur
24 April
The Gorakhpur laboratory says labelling containing the words no addedMSG on Maggi noodle
packets violates Indian regulations
22 July
Nestl India appeals against the findings, arguing that the MSG in the noodles occurs through a natural 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 Nestl 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 Nestl 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
Nestl 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 Nestls appeal
12 August The Indian government sues Nestl 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
July/August 2015
23
Cover story
Compliance
Collaboration for a common cause

Cooperation between Indias food regulator and the industry is crucial to realize
their common aim of food safety, writes Dev Bajpai
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 stakeholders 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 consumer health and safety in the food sector. However, the
regulator and industry should work hand in hand to complement each others efforts and not at cross purposes or
with confrontation.
Detailed engagement between the regulator and manufacturer 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 regulators 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 vertical standards, is not unsafe and meets with all horizontal
standards of safety in terms of additives and microbiological 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 industrys
effort to provide innovative offerings to consumers and the
24
regulator drawing comfort from the fact that the food business 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 phenomenon 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 standards 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 complicate 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 assessment and safety. Spices and condiments can be risk-assessed 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 concerned about safety of food items as the regulator is.
To the regulators credit, it is trying to be open and transparent. A detailed communication issued on 11 May illustrates this. Constant dialogue between the regulator and
industry is necessary to understand each others perspective. The industrys 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 environment 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.
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 Nestl matter.
July/August 2015
Compliance
Cover story
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
Food for thought: Conflicting laboratory results in the

Maggi noodles case raises questions about food testing
standards and criteria in India.
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 regulations 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
dont 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 didnt have
resources, people were waiting indefinitely, they had arbitrary rejections, and people went to court.
The confusing situation and conflicting information
mean companies such as Nestl are left to play a guessing game. Appropriate regulations under the act are
introduced with much delay and in the meantime interpretations 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
July/August 2015
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 implementation. These pertain to inadequacy of staff and infrastructure facilities including laboratories, says Sanjeev
Sachdeva, a partner at Luthra & Luthra. There have been
several cases where court intervention has been necessary 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, Nestl 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, its covered. If it is not
packaged, its not covered. Thats not the problem of the
regulator, thats the problem of the act.
It appears that a high-profile case may be needed to
spur regulatory development. After Maggi was recalled
by Nestl under section 28 of the FSSA, the draft
Food Safety and Standards (Food Recall Procedure)
[If] one sample for a particular

batch or lot has failed, it is
imprudent to recall the entire
product range from the market
Shardul Thacker
Partner
Mulla & Mulla & Craigie
Blunt & Caroe
25
Cover story
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.
Compliance
Both sides need to be less

combative to understand whats
good for consumer and industry
Lira Goswami
Partner
Associated Law Advisors
The merits of dialogue

The FSSAs teething period is far from over. Like it or
not, companies may have to deal with regulatory contradictions, ambiguous provisions and erratic enforcement. 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 Nestls 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 considering 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 markets are voluntary after consultation. Both the internal
quality assurance teams within industry and the regulators 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
Over 90% of recalls in

developed markets are
voluntary after consultation
Peter Bracher
Managing Director for
Asia-Pacific, Food Division
NSF International
26
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 cant 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 products. Rather than face a recall, they need to be open to
change, she says. If they dont [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 Nestls
favour, it looks like the product approval tests and recall
shouldnt 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 whats good for
consumer and industry.
Many argue that compliance will increase only when
enforcement becomes consistent. Mohanty says companies 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 requirements 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, containers of imported Scotch whisky and wines were left
pending clearance at customs since the authorities had
suddenly decided to enforce labelling provisions.
For Nestl, 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 attention to compliance norms to avoid falling foul of the regulator. However, meaningful compliance can only come about
with regulatory clarity and certainty. Its a bigger issue
about maturity both on the part of industry and regulator,
says Goswami. Both need to mature. g
July/August 2015
Spotlight
Compliance
Embracing
biodiversity
Regulations to protect biodiversity need clarification to ensure
compliance and maintain the pace of research
Sanjit Kaur Batra explains
here is little disputing the fact that conserving the

millions of distinctive life forms on earth and preserving 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
July/August 2015
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 agreements as well as national frameworks for ensuring the
27
Spotlight
Compliance
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 biodiversity-rich countries of the world. It accounts for 7.8%
of the worlds recorded species, even though it has only
2.3% of the worlds 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 knowledge, as well as its utilization, and provide the legal foundation for biodiversity regulators both at the centre and in
every state.
A National Biodiversity Authority (NBA) and state biodiversity 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 matters relating to requests for access to biological resources
and associated knowledge by foreigners, non-resident
Indians, institutions or companies that are not incorporated or registered in India, or are incorporated or registered 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 contravenes, or attempts to contravene, the act with regard
to the permissions required from the NBA (under sections 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
Robust foundations
A look at the international agreements for the protection of biodiversity
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 communitys growing commitment to sustainable 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 safeguard 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.
TheNagoya Protocol on Access to Genetic Resources
and the Fair and Equitable Sharing of Benefits Arising
28
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 worlds most
important crops in an effort to facilitate plantgermplasm
exchanges and benefit sharing through the process of a
standard material transfer agreement.
July/August 2015
Spotlight
Compliance
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 biological 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 equitable 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 arrangements 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 agricultural sector. In response to these concerns, the government 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 benefit sharing procedures for access and use of biological
resources. The guidelines were issued in pursuance of the
governments obligations under the Nagoya Protocol (for
details see Robust foundations, page 28).
In a further response, as well as in fulfilment of Indias
July/August 2015
obligations under the International Treaty on Plant Genetic

Resources for Food and Agriculture (ITPGRFA), the government issued a notification on 17 December 2014, declaring 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 purposes 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, notifying 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 ambiguities 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 asplants or parts of plants includingseeds, 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 regulators
interpretation of it.
Similarly, there is uncertainty about the term normally 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 normally 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 section 3(1) to be interpreted? Would a germplasm that originated 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.
29
Vantage point
Opinion

Questionable litigation strategies are tearing at the
fabric of Indias justice delivery apparatus, argues
PM Devaiah of Everstone Capital
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 commercial 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 its time such practices
are curbed with an iron hand.
A courts 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
30
of routine. As law enforcement officers have a lot of discretionary 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 compliance-related triggers in various regulations come into play
if this happens.
The reaction to petitions under section 482 from the various high courts and the Supreme Court has been mixed.
While one view is that the high courts 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 process of the court or otherwise secure the ends of justice.
The courts in many cases have quashed criminal proceedings that would merely result in a persons harassment.
Yet respite seems to come long after the complainants 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 enforcers 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 environment, anchored by the rule of law. What purpose does it
serve to build a faade of such an environment when the
ground below your feet is a sinking swamp? 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. g
PM Devaiah is a partner and general counsel with Everstone Capital. The

opinions and views expressed in this article are personal.
July/August 2015
Banking & finance
Whats the deal?
A bit of bother
India needs to get to grips with the regulation of cryptocurrencies
such as bitcoin. Chetan Tripathy and Roochi Tripathy explore the options
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)
July/August 2015
the taxation policy of Singapores Inland Revenue Authority

for bitcoin businesses. Based on policies in these countries, 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
31
Whats the deal?

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,
Nakamotos 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 government of a particular nation.
Bitcoin aims to replace traditional currencies by providing 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 anyone 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 cryptocurrency 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 especially 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 approximately 14 million bitcoins in circulation, 6.6 million bitcoin
wallets and 75,000 known merchants accepting bitcoins.
Bitcoins growing influence in the world makes it imperative
to understand the technicalities surrounding the cryptocurrency before proceeding to legislate or enforce laws and
regulations in relation to it.
Cryptography and bitcoins

Bitcoins 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 information 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 transactions were safe and could not be compromised.
32
Banking & finance
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 wasnt
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
Frances Prudential Supervisory Authority.
Globally, most regulators seem to have taken a waitand-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 without notice to their customers if they suspected the intermediary 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. Indias 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 currencies, including Bitcoins, regarding the potential financial,
operational, legal, customer protection and security related
risks that they are exposing themselves to. Following the
RBIs public advisory, Indias then-largest bitcoin trading
platform, BuySellBitCo.in, suspended its operations citing the RBIs notice. Three days after the advisory, Indias
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
RBIs 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 regulation 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 example, 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 backing of the bitcoin community could make it ineffective.
On the other hand, if governments do not regulate
July/August 2015
Banking & finance
Whats the deal?
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 regulation 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 regulatory strategy will have strengths and weaknesses and
its success will be contingent on individual legal, constitutional 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.
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 pseudonymous in nature and those indulging in criminal activities 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 persons 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
KYC and AML guidelines
with the record keeping, reporting and transaction monitoring obligations set down by FinCEN.
The diagram below shows where bitcoins stand in comIn March 2014, the Monetary Authority of Singapore
parison to other financial transactions. While a cash transissued guidelines to address potential money laundering
action is completely anonymous, bitcoin transactions are
and terrorist financing risks associated with virtual curpseudo-anonymous (or pseudonymous) as bitcoin wallet
rencies such as bitcoin. The guidelines required intermeIDs are recorded on a ledger.
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 welMore privacy
comed by intermediaries in Singapore as a
reasonable measure to check for suspicious
transactions.
Since it is unlikely that bitcoin will be treated
Public charitable gift
Cash/barter
as any form of currency in India, the RBI may
not be able to regulate bitcoin exchanges
under its guidelines for authorized money
Less
More
changers. This, however, does not mean
anonymity
anonymity
that minimal KYC/AML guidelines cannot
Credit/debit card
be extended to bitcoin exchanges. Section
12 of the Prevention of Money Laundering
Act, 2002, requires every banking company,
Campaign contribution
Bitcoin
financial institution, intermediary and person
carrying on a designated business or profession to maintain a record of all transactions
Less privacy
and the identity of its clients for 10 years.
The term person carrying on a designated
Source: https://coincenter.org
business or profession refers to activities
associated with casinos or other activities
which the government may designate from
The Silk Road case, US v Ulbricht (2015), has infamously
time to time. As bitcoin integrates into the Indian economy,
become the model case for critics who are against bitthe Indian parliament may explore comprehensive legislacoins for their pseudonymous nature. Silk Road was an
tion or allow the RBI to regulate bitcoin exchanges and
e-commerce portal established in 2011 on the dark web
payment gateways.
(websites invisible to ordinary users and only accessible
Tax regimes
using special software), which enabled its users to buy
and sell illegal goods and services using bitcoins. Since
Bitcoins attract tax when: (a) a bitcoin is produced (or
the Silk Road could only be accessed on the dark web and
mined); (b) goods and services are purchased using bittransactions could be made using bitcoins, its user base
coins; or (c) bitcoins are exchanged for cash. Tax authoriwas anonymous and bitcoin payments pseudonymous.
ties have a choice between treating bitcoins either as a
While investigating the case, US Federal Bureau of
currency or commodity. The argument in favour of private
Investigation agents purchased illegal products such as
currency is that the government should not control or
drugs, malicious software and fraudulent identification
intervene in the currency used by its citizens as long as
documents on Silk Road to collect evidence against its
citizens pay their taxes. If bitcoin was declared to be a
owner, Ross William Ulbricht, and other sellers on Silk
capital asset, users would have to keep track of each
Road. Once the investigators started to join the dots, they
July/August 2015
33
Banking & finance
Whats the deal?
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 userfriendly bitcoin tax regime for companies. Singapore treats bitcoins as a
commodity rather than a currency. Any
entity that enters into a bitcoin transaction 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 applicaBitcoin pioneer: Singapore was one of the first countries to embrace
ble GST on each supply at 7%.
bitcoin and introduce a user-friendly tax regime for the currency.
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
income from business or profession. This would allow
would have to pay GST on the commission they receive.
businesses investing in infrastructure and resources to
If a company purchases 100 bitcoins at S$1,000, it must
take advantage of tax benefits offered to other businesses.
pay S$70 GST to the seller. This is referred to as the input
Business income must be calculated by taking the value
tax, which is to be claimed from IRAS. Subsequently, if
of the bitcoin on the day it is mined and not on the day
the company sells 100 bitcoins to an individual at S$1,500,
it is reported to the tax authorities. Since bitcoins are not
the company collects S$105 as GST. This is referred to
currently quoted against the Indian rupee, businesses will
as output tax, which is to be paid to IRAS. However, as
have to peg their value to the US dollar and then convert
money is both due to and due from IRAS, the company
back to rupees. The challenge here for both businesses
only pays the net amount, i.e. the difference between the
and the income tax authorities would be to keep track
output tax and the input tax, which in this case would be
of the mined bitcoins and their price on the day they are
S$35. As seen in this example, GST is applicable only on
mined.
the value added at each stage. By focusing on indirect
Lastly, in India, the central government imposes inditaxes, the government of Singapore aims to keep income
rect tax for all inter-state trade and commerce under the
tax low for individuals (0-20%) and corporations (17%).
Central Sales Tax Act, 1956. Most state governments have
For direct tax purposes, if an entity is engaged in the sale
shifted to taxation at source and impose value-added tax
of goods and services in exchange for bitcoins, income
for all intra-state trade and commerce under their state
tax would be applicable on the profits. Such entities in
legislation. Whether these governments choose to impose
Singapore would be required to record the monetary value
indirect tax when bitcoins are used to purchase goods
of the bitcoins as well as the goods and services sold by
depends on whether the applicable legislation allows for
them in exchange for the bitcoins, and record the differthe payment of such goods using commodities such as
ence between both the values. In case of a profit, income
bitcoins.
tax would have to be paid by the profit-making entity.
While the Central Sales Tax Act allows for the payment
The Indian government is yet to provide any views on
of goods in cash, deferred payment or other valuable
the potential taxation of cryptocurrencies such as bitcoin
consideration, the Supreme Court of India in the case of
in India. Hence, the initial days of bitcoin taxation in India
Devi Das Gopal Krishna and Others v State of Punjab held
are likely to be complicated and cumbersome.
that the expression valuable consideration under the
India may follow the global trend of countries declaring
Punjab General Sales Tax Act, 1948, which has now been
bitcoins to be capital assets for the purposes of taxation.
repealed, took colour from the preceding expression cash
Any profit or gain arising from the transfer of a capital
or deferred payment and therefore the consideration for
asset is taxed as a capital gain. Transfer, in relation to
sale can only mean some other monetary payment in the
a capital asset, includes the sale, exchange or relinquishnature of cash or deferred payment and would not include
ment of the asset. Hence, when goods and services are
a transaction in the nature of barter.
purchased using bitcoins or bitcoins are exchanged for
Ban or embrace?
cash at bitcoin exchanges, capital gains tax may be payable by calculating the difference between the value of bitBitcoin has been, or is in the process of being, banned
coins on the date of purchase and sale, with the duration
by various countries for wide-ranging reasons. Some in
of ownership determining the rate of taxation.
Russia view it as a CIA conspiracy while countries such as
Bitcoin users, commonly known as miners, on the other
Ecuador sought to promote alternative state-sanctioned
hand, should be allowed to pay income tax under the head
July/August 2015
35
Whats the deal?
Banking & finance
A cashless ecosystem
How do bitcoin transactions work?
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 modify 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 signature created using a private key which cannot be copied
or reused. Using the public key available, bitcoin miners use their computers processing power to verify the
and regulated cryptocurrencies. Like any other peer-topeer network, there are concerns over the use and misuse
of the bitcoin network. And while the use of cryptocurrencies 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 penalties 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 Modis pledge
to make India the best place to do business, it is imperative that stakeholders claim ownership, embrace technology 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 following areas: (a) establishment, registration and reporting
36
authenticity of each instruction. This involves solving a

complex mathematical problem. Once the miner solves
the mathematical problem, thus verifying the transaction, 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 processors will be required.
One may ask why bitcoins werent designed to automatically verify each transaction and thus eliminate the
need for user verification. The reason lies in decentralization. Since no single server controls bitcoins, there is
no dedicated server to authenticate each transaction.
Hence, verification by bitcoin miners serves two purposes: (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.
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 fundraising. Roochi Tripathy previously worked in ICICIs 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.
July/August 2015
Intelligence report
Legal market
India Business Law

Directory
- 2015 India Business Law Journal presents its annual report on the state of play in
Indias legal market, accompanied by an essential directory of more than
50 of the countrys leading commercial law firms
Legal market report: page 38
Law firm directory: page 43
July/August 2015
37
Intelligence report
Legal market
With India gearing up for the entry of foreign law firms,

Rebecca Abraham checks the pulse of the market
n July 2012, Shardul Shroff, then the New Delhibased managing partner of Amarchand Mangaldas,
said the firms 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. Its an internal challenge, a mental challenge, like playing chess.
There is a price war out

in the market
Rohan Shah
Managing Partner
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). Indias 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-commercial 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 challenge for firms of all sizes. For despite expectations of an
Big has become beautiful for

many, who are in the race
for the biggest number of
attorneys mostly for noncommercial reasons
Berjis Desai
Managing Partner
J Sagar Associates
38
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 referrals and recoveries.
Mahesh Madan Bhat at MMB Legal, an 11-lawyer
Bangalore-based firm, reports that maintaining client relationships has been a challenge as clients have been facing
severe cash flow problems, which in turn affect the firms
invoice clearance timelines.
Add to this the fact that many large and mid-size companies have built up strong in-house capabilities and hire outside 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.
When we lose out to the larger

firms on account of the fees, ...
that becomes an added challenge
Abhishek Dutta
Managing Partner
Aureus Law Partners
July/August 2015
Legal market
Adjusting costs is challenging

particularly as there can be no
compromise on the superior
quality of service that we are
known for
Ashwin Julka
Managing Partner
Remfry & Sagar
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 specializes 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 challenging particularly as there can be no compromise on the superior 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 MumbaiJuly/August 2015
Intelligence report
We dont have the bandwidth
to take extra work, we are
that busy
Mohit Saraf
Senior Partner
Luthra & Luthra
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-financial 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, Bangalorebased 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 doesnt 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
Its all about healthy competition

and about retaining good talent
people are constantly looking
for better opportunities
Ruchi Khatlawala Pandya
Partner
Little & Co
39
Intelligence report
[While] people have become
portable, there is little
understanding of the concept
of portability of practices
Priti Suri
Founder Partner
PSA
months. We dont 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 conventional but very straightforward law firm that believes in
40
Legal market
The challenge is to recruit and

retain good people at a cost
that matches what they bring
to the table
Sakate Khaitan
Senior Partner
Khaitan Legal Associates
principles which are apparently a bit different from what the

new law firms follow. Describing the market as competitive, 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. Its all about
healthy competition and about retaining good talent people
July/August 2015
Intelligence report
Legal market
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 todays 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 problems 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 recognition 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 increasingly 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.
When and no longer if

With the entry of foreign law firms likely to happen sooner rather than later,
what is going through the minds of Indian lawyers?
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 sensitivity of Indian clients.
Shardul Shroff, executive chairman of Shardul
Amarchand Mangaldas & Co: The Indian bar has to be
safeguarded and Indian law firmsshould have reciprocal
rights to render legal advice across other jurisdictions.
The government should urgently consider openingmarketing of Indian lawfirms throughwebsites, 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 shouldnt 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 reciprocity 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
July/August 2015
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 intellectual axes decimating local law firms is not credible
Whats 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.
41
Intelligence report
Sector and domain
specialization is clearly
emerging as a key theme
Rabindra Jhunjhunwala
Partner
Khaitan & Co
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 technology. 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 & Javalisays
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.
To have an infrastructure and

bench strength, which are
normally associated with a large
firm, has been our hindrance
Aseem Chawla
Managing Partner
MPC Legal
42
Legal market
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 exception. 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 numbers and practice areas, he says, explaining that the synergies from the merger seemed right as there was little overlap
in practice areas.
The attempts of mergers

between the law firms are
good signs for the growth
of Indian law firms
Lalit Bhasin
Managing Partner
Bhasin & Co
Aseem Chawla, managing partner of MPC Legal, a 14-lawyer 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 associated 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 testament to the persuasive power and strength of their clients.
In addition, some clients are challenging the status quo by
bypassing Indias corporate law firms. While the Advocates
Act, 1961, says that legal advice can only be provided by lawyers in reality Indias 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 battles are happening points to the overall instability in the
market. Will the entry of foreign law firms add to this
instability? g
July/August 2015
Intelligence report
ANA Law Group

Established in 2011
Number of partners: 1
Number of associates: 12
Principal 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 Centre
Tower-2, 11th Floor, 1103
Elphinstone Road
Mumbai 400 013, India
Telephone
+91 22 6112 8484
Fax
+91 22 6112 8485
Email
mailbox@anaassociates.com
Contact
Mr Anoop Narayanan
www.anaassociates.com
Anand and Anand

Established in 1979, but with a lineage of practice dating back to 1923
Number of associates: 90+
Principal offices: New Delhi, Noida
Other 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, packaging 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 geographical indications; contractual and commercial IP; conveyancing; character 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.
July/August 2015
Contact us
New Delhi
B-41, Nizamuddin East
New Delhi 110 013
Tel: + 91 120 405 9300
Fax: + 91 120 424 3056 / 058
Contacts
Pravin Anand
Safir Anand
Debjit Gupta
Binny Kalra
Archana Shanker
Email
email@anandandanand.com
Website
www.anandandanand.com
43
Intelligence report
ARA LAW
Established in 1996
Other 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, transactions 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, general commercial and antitrust issues, etc.
Alternative investment funds: ARA LAW advises registered and unregistered 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 technology 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 products, 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, institutional 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 regulatory issues, foreign investments, asset financing and leasebacks, structuring and strategizing project finance, infrastructure, roads, port concessions
and power financings.
Contact us
Mumbai
The Capital, 1001 C, B Wing
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
India
Tel: +91 22 6619 9815
Fax: +91 22 6619 9899
Bengaluru
237, Sumitra, 2C Cross
1st Main, II Stage, Domlur,
Bengaluru 560 071
India
Tel: +91 80 4123 9800
Website
www.aralaw.com
Contact
Rajesh Begur
rajesh@aralaw.com
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.
44
July/August 2015
Intelligence report
ARSS Legal
Established in 2004
Principal office: Kolkata
Other offices: Bangalore, Mumbai, New Delhi
Key practice areas

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

Our services
We are a full service multi-jurisdictional Indian law firm with special expertise in corporate and business law, intellectual property, real estate, project
finance & implementations and general litigation.
Contact us
Kolkata
63, Radha Bazar Street, 3rd Floor
Room No 17 & 18
Kolkata 700 001, India
Tel: + 91 33 2210 1824, 40051809
Email: kolkata@arsslegal.com
Contact: Rajiv Chatterjee, Partner
Mumbai
Tel: + 91 22 2854 6168/4010 7817
Email: mumbai@arsslegal.com
Contact: Amit Kumar Saraogi, Partner
Bangalore
Email: bangalore@arsslegal.com
Contact: Soujanya Dwarkanath, Partner
Website
www.arsslegal.com
Ascentialls
Established in 2009
Principal office: New Delhi
Key practice areas

Intellectual property rights, with focus on trademarks, IP used online, e-commerce 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 firms practice encompasses prosecution as well as protection of intellectual property rights. Our IP protection practice extends to civil, criminal
and administrative actions, including preliminary market searches, investigations, 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 leading lawyer for intellectual property, the firm has been ranked by several publications and mentioned as an emerging law firm and a law firm to watch.
July/August 2015
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 Road
Model Town-3
Delhi 110 009, India
Tel: +91 11 4708 2554
Fax: +91 11 4370 9552
Email: contact@ascentialls.com
Contact
Ms Sumita Singh
Managing Partner
Sumita@ascentialls.com
Website
www.ascentialls.com
45
Intelligence report
AZB & Partners

Established in 2004
Other offices: Delhi, Gurgaon, Bangalore, Pune
Key practice areas

M&A, joint ventures and general corporate, regulatory practice and securities 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 Indias 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 House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Telephone
+91 22 6639 6880
Fax
+91 22 6639 6888
Email
mumbai@azbpartners.com
Contact
Zia Mody
Bharucha & Partners

Established in 2008
Other 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 associates. 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.
46
Contact us
Mumbai
Cecil Court, 4th Floor
MK Bhushan Marg, Colaba
Telephone: +91 22 2289 9300
Email: sr.partner@bharucha.in
Contact person: MP Bharucha
Hague Building
9, SS Ram Gulam Marg, Ballard Estate
Tel: +91 22 6132 3900
New Delhi
705 Kailash, 26, K.G Marg
New Delhi 110 001, India
Telephone: +91 11 4593 9300
Email: Arjun.Anand@bharucha.in
Contact person: Arjun Anand
July/August 2015
Intelligence report
Bhasin & Co
Established in 1970
Other 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 winner of India Business Law Journals prestigious Indian Law Firm Awards.
Contact us
New Delhi
10 Hailey Road,10th Floor
T: +91 11 2332 2601, 2331 5024
F: +91 11 2332 9273, 2335 7521
Mumbai
116 Mittal Court A Wing
Nariman Point, Mumbai 400 021, India
T: +91 22 2284 2050, 2204 2954
F: +91 22 2287 4332
Email
lbhasin@gmail.com, lbhasin@bhasinco.in
Contact
Ms Nina G Bhasin
(mobile +91 8800922455)
BMR Legal
Established in 2010
Other offices: Mumbai, Bangalore
Key practice areas
Contact us
13A-B, Hansalaya Building
15, Barakhamba Road
Tax disputes and advisory; private equity & venture capital (fund formation); M&A, private equity and venture capital (transaction advisory);
general corporate law advisory.

Telephone
+91 11 6698 3000
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 transaction 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.
Email
mukesh.butani@bmrlegal.in
Our services
July/August 2015
Fax
+91 11 6698 3001
Contact
Mukesh Butani
Managing Partner
47
Intelligence report
Chadha & Co
Established 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 Indias 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 Delhi
S-327, Greater Kailash II
Tel: +91 11 4383 0000
+91 11 4163 9294
Fax: +91 11 4163 9295
Contact
Ms Namita Chadha
Email
nchadha@chadha-co.com
Website
www.chadha-co.com
Chandrakant M Joshi
Established in 1968
Other offices: New Delhi, Kolkata, Chennai, Hyderabad, Ahmedabad
Key practice areas

IP prosecution for patents, trademarks, copyrights and designs; IP licensing, domain names, IP consulting; patent and trademark search; IP litigation 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 experienced technical and legal professionals in the fields of chemical, pharmaceutical, 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 companies, 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.
48
Contact us
5th & 6th Floor, Vishwananak,
Chakala Road, Andheri (East),
Telephone
+91 22 2838 0848, 2832 4920
Telefax
+91 22 2838 0737, 2838 9839
Email
chandrakantmjoshi@vsnl.net
chandrakantjoshi@vsnl.net
Website
www.cmjoshi.us
Contact Person
Mr Hiral Chandrakant Joshi
July/August 2015
Intelligence report
Chhanda Legal Associates

Established in 2012
Other 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 compliance, general corporate & commercial law, exchange control regulations, international trade & customs law, competition & antitrust laws,
employment & labour laws, environment protection laws, immigration
laws, insurance, taxation, winding up services, aviation, media, entertainment & telecommunication, shipping and real estate.
Litigation management and alternative dispute resolution (ADR): We
represent clients in constitutional matters, appeals & special leave petition, 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 arbitration & 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 strategic 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 collaboratively to set objectives and conduct periodic review sessions to
measure our progress against those objectives.
Contact us
Mumbai
30, Calicut House, Calicut Street,
BPT Plot No. 162, Fort
Telephone:
+91 22 2270 1732
+91 22 2270 1733
Gurgaon
339, Vipul Trade Centre, Sohna Road
Gurgaon, Haryana 122 001, India
Telephone:
+91 124 414 1644
+91 124 414 1655
Goa
Amaral Apartments
Ground Floor, Flat No 8
Near Mahila & Nutan School
Comba, Margao, Salcete
Goa 403 601
India
Contacts
Partha Banerjee
partha.banerjee@classociates.co.in
Sharon Pinto
sharon.pinto@classociates.co.in
Website
www.classociates.co.in
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.
July/August 2015
49
Intelligence report
Crawford Bayley & Co

Established in 1830
Other offices: New Delhi, Pune and Bangalore
Key practice areas

Corporate & commercial practice, mergers & acquisitions, capital markets, joint ventures & foreign collaboration, privatisation & disinvestment,
banking & corporate finance, intellectual property law, litigation & dispute
resolution, real estate & property law, indirect taxation, labour & employment, 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 personnel. 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 Buildings
NGN Vaidya Marg,
Fort, Mumbai 400 023, India
Telephone
+91 22 2266 8000
Fax
+91 22 2266 3978
Email
sanjay.asher@crawfordbayley.com
Contact
Mr Sanjay Asher
Senior Partner
Direct tel: +91 22 2266 3353
Mobile: +91 98200 23823
Cyril Amarchand Mangaldas

Established in 2015
Other offices: New Delhi, Bangalore, Hyderabad, Chennai, Ahmedabad
Key practice areas

Corporate, banking & finance, capital markets, dispute resolution, infrastructure & 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 values 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 Indias 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.
50
Contact us
Mumbai
Peninsula Chambers
5th Floor, Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel (W)
Tel: +91 22 6660 4455, 2496 4455
Email: cam.mumbai@cyrilshroff.com
New Delhi
4th Floor, GYS Platinum
D-3, District Centre, Saket
Tel: +91 11 6622 9000
Email: cam.delhi@cyrilshroff.com
Contact
Cyril Shroff
Managing Partner
Email: cyril.shroff@cyrilshroff.com
July/August 2015
Intelligence report
Dhir & Dhir Associates

Established in 1993
Other 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 resolution work by leading legal publications including India Business Law Journal,
Chambers & Partners, Legal 500, IFLR1000 and Asialaw Profiles.
Contact us
D-55, Defence Colony
Tel: +91 11 4241 0000
Fax: +91 11 4241 0091
Contact
Mr Alok Dhir
Managing Partner
contact@dhirassociates.com
Website
www.dhirassociates.com
Languages
English & Hindi
Dua Associates
Established in 1986
Other offices: Gurgaon, Mumbai, Bangalore, Chennai, Hyderrabad,
Pune, Chandigarh, Singapore
Key practice areas

Corporate/M&A/PE, litigation & dispute resolution, project finance & infrastructure, 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 resolution. 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. Indias specialized commercial environment, over-regulated economy and complex legal environment require multiple specialties. Dua Associates has created teams headed by experienced
partners to meet these requirements, particularly for sensitive sectors.
July/August 2015
Contact us
Mr CR Dua
Managing Partner
Email
duadel@duaassociates.com
Telephone
New Delhi: +91 11 2371 4408
Gurgaon: +91 124 280 3366
Mumbai: +91 22 6636 9966
Bangalore: +91 80 2558 8799
Chennai: +91 44 2431 4304
Hyderabad: +91 40 2354 7881
Pune: +91 20 2611 9760
Chandigarh: +91 172 278 4394
Singapore: +65 6538 1437
Website
www.duaassociates.com
51
Intelligence report

Established in 2001
Number of partners and associate partners: 27

Other offices: New Delhi, Pune, Ahmedabad, Bangalore and Chennai
Key practice areas

Banking & finance; competition law & policy; corporate & commercial;
hospitality; infrastructure (including real estate & construction); international trade & customs; litigation & dispute resolution; policy and regulation; 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 constitutes 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 perspective 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 acumen 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, qualitative and cost efficient manner. Our in-depth expertise, immediate availability, 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 satisfaction 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
Journals Indian Law Firm Awards 2009, 2010, 2011, 2012, 2013 & 2014.
Winner of Competition & Antitrust Law Firm of the Year award in India
Business Law Journals 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 AsiaPacific.
52
Contact us
Mumbai
1502 A, 15th Floor, Dalamal Towers
Free Press Journal Road
Nariman Point
T: +91 22 6636 7000
F: +91 22 6636 7172
E: mumbai@elp-in.com
New Delhi
801 A, 8th Floor, Konnectus Tower
Bhavbhuti Marg
Opp. Ajmeri Gate Railway Station
Nr. Minto Bridge
T: +91 11 4354 8400
F: +91 11 4354 8436
E: delhi@elp-in.com
Pune
701, 7th Floor, Suyog Fusion
197 Dhole Patil Road
Nr. Ruby Hall Clinic
Pune 411 001, India
T: +91 20 4146 7400
F: +91 20 4146 7499
E: pune@elp-in.com
Ahmedabad
801, 8th Floor, Abhijeet III
Mithakali Six Rd, Ellisbridge
Ahmedabad 380 006, India
T: + 91 79 6605 4480 /1
F: + 91 79 6605 4482
E: ahmedabad@elp-in.com
Bangalore
6th Floor, Rockline Centre
54, Richmond Road
Bangalore 560 025, India
T: + 91 80 4168 5530/1
E: bengaluru@elp-in.com
Chennai
No. 6, 4th Lane
Nungambakkam High Road
Chennai 600 034, India
T: +91 44 4210 4863
E: chennai@elp-in.com
July/August 2015
Intelligence report
Fidus Law Chambers

Established 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 businesscritical advice making valuable contributions to its clients bottom lines
[it] also shines across the range of enforcement issues. Pragmatic and intelligent litigator Shwetasree Majumder exemplifies the firms 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 creativity The lawyers are responsive, skilled, and keen to win business.
Contact us
G-165, 1st Floor, Sector 63
Noida 201 301, India
Telephone
+91 120 484 7550
Fax
+91 120 484 7551
Mobile
+91 9971693876
Email
shwetasree@fiduslawchambers.com
Skype
shwetasree_majumder
www.fiduslawchambers.com
Gagrats
Established in 2005
Number of partners and associates: 60+

Other 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 firms 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.
July/August 2015
Contact us
Nirmal, Nariman Point
Email : gagrats@gagrats.com
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)
Contacts
Mr RJ Gagrat (Mumbai)
Mr. UA Rana (New Delhi)
Mr HD Gardi (Dubai)
53
Intelligence report
HSA Advocates
Established in 2003
Number of associate partners: 6
Other 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 property; labour and employment; real estate; regulatory & policy; securities &
capital markets; taxation; technology, media & telecom (TMT).
Our services
Contact us
New Delhi
81/1 Adchini
Sri Aurobindo Marg
Tel: +91 11 6638 7000
Fax: +91 11 6638 7099
Mumbai
Construction House, 5th Floor
Walchand Hirachand Marg
Ballard Estate
Mumbai- 400 001, India
Tel: +91 22 4340 0400
Fax: +91 22 4340 0444
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 offering legal services over a wide spectrum of industry verticals, with offices in
New Delhi, Mumbai and Kolkata, and with a correspondent relationship in
Bangalore.
Kolkata
31/1, Lake Avenue
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 matters 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 infrastructure projects in India and overseas as the lead attorney, some of which
are amongst the largest projects in the world.
Contact
Mr VP Jayamon
Chief Operating Officer
jayamon.vp@hsalegal.com
Website
www.hsalegal.com
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, hospitality 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. HSAs 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.
HSAs stated philosophy is to partner with clients and therefore, the firm consciously 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.
54
July/August 2015
Intelligence report
India Law Offices

Established in 2003
Other offices: Mumbai, Bangalore, Chennai, Hyderabad and Pune
Associate 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 investments, 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 lawyers, 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 Delhi
D-19 (GF) & D-31
South Extension-I
Mumbai
106, Durga Chambers
8A Veera Desai Industrial Estate
Veera Desai Rd
Andheri (W)
Bangalore
S 45 Vatika Business Centre
Divyasree Chambers, 2nd Floor
Wing A, 11, Oshaugnessy Road
Langford Town
Chennai
23/10, I Avenue
Shastri Nagar, Adyar
Pune
Vatika Business Center
Level-5, Tech Park-1
Airport Road, Yerwada,
Pune 411 006, India
Hyderabad
Vatika Business Centre
3rd Floor, NSL Icon, Road No 12
Banjara Hills
Hyderabad 500 034, India
Telephone
+91 11 2462 2216, 2462 2218
& 2461 9751
Fax
+91 11 2465 4364
Email
office@indialawoffices.com
July/August 2015
55
Intelligence report
Integrity Law Offices

Established in 2015
Key practice areas

Anti-corruption & compliance; sexual harassment & workplace discrimination; capital markets & securities; corporate & commercial Law; HR, employment & 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 clients 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 clients. 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 Floor
Lajpat Nagar, Part-III
Telephone
+91 11 4167 1010
Fax
+91 11 4579 1112
Email
delhi@integritylawoffices.com
Website
www.integritylawoffices.com
Contacts
Ms Nidhi Mathur, Partner
Mr Arihant Jain, Partner
IPR International Services

Established 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-qualified experts in the fields of science, engineering and law. The firm has manpower 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 understand the varied needs of IP owners and recognize that, to be successful, IP
lawyers we must be actively involved in a clients business development.
56
Contact us
Block No. 8, Building No. 2
Rajinder Nagar
Telephone
+91 11 2586 1168/2576 1755
Fax
+91 11 4243 6540/258 64213
Email
ipris@vsnl.net, docketing@ipr.in
ipris.patent@gmail.com
Websites
www.ipr.in, www.iprindia.org
Contact
Neha Chugh
July/August 2015
Intelligence report
Juris Corp
Established in 2000
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 objective 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 avoidable legal costs through innovation and forward thinking. We are proactive in
our endeavour to assist clients in achieving their transaction objectives.
Contact us
Mumbai
902, Tower 2, Indiabulls Finance Centre
Senapati Bapat Marg
Elphinstone Road (West)
Tel: +91 22 6720 5555, 2421 2546
New Delhi
H-17, LGF, Kailash Colony
Tel: +91 11 4175 1889
Contacts
Kiran Punjabi
kiran.punjabi@jclex.com
Ninad Phatarphekar
ninad.phatarphekar@jclex.com
www.jclex.com
Kanga & Company

Established in 1890
Key practice areas

Banking & finance, capital markets, corporate law, foreign collaborations & 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 Indias 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 countrys top firms for real estate work. Kanga & Co has vast experience in advising Indian and international clients on franchising and IP matters. It also boasts a large and active litigation and arbitration department.
July/August 2015
Contact us
Readymoney Mansion
43, Veer Nariman Road, Fort
Telephone
+91 22 6623 0000
+91 22 6633 2288
+91 22 2204 2288
Email
mail@kangacompany.com
Website
www.kangacompany.com
Contact
Mr ML Bhakta
57
Intelligence report
Khaitan & Co
Established in 1911

Other 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 creative solutions that are demanded in todays highly competitive and rapidly 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
Contact us
Mumbai
One Indiabulls Centre
13th Floor, Tower 1
841 Senapati Bapat Marg
Tel: +91 22 6636 5000
Email: mumbai@khaitanco.com
Bengaluru (Bangalore)
Simal, 2nd Floor
7/1 Ulsoor Road
Bengaluru 560 042, India
Tel: +91 80 4339 7000
Email: bengaluru@khaitanco.com
Kolkata (Calcutta)
Emerald House
1B Old Post Office Street
Tel: +91 33 2248 7000
Email: kolkata@khaitanco.com
New Delhi
Ashoka Estate, 12th Floor
24 Barakhamba Road
Tel: +91 11 4151 5454
Email: delhi@khaitanco.com
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
2015
Best Overall Law Firms, India Business Law Journal Indian Law Firm
Awards, 2014
Winner in the following practice area categories in India Business
Law Journals 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 2014
Silver Award 2014 Best Indian law firm, International Legal Alliance
Summit Awards 2014
Law Firm of the Year Private Equity, VCCIRCLE Awards 2014
Capital Markets Law Firm of the Year India, Corporate INTL Global
Awards 2014
Best 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 worldwide alliance of more than 170 independent commercial law firms located in
over 60 countries, membership to which is purely by invitation.
58
July/August 2015
Intelligence report
Khaitan Legal Associates

Established in 2014
Other 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 committed to the highest principles of legal expertise, excellence, client care and
focus. We pride ourselves on providing solution-driven legal services to our clients by addressing their Indian law requirements. Our mission is to effectively
manage our clients legal risks in a manner that is practicable and cost effective and enables them to extract optimum value from business initiatives.
Contact us
Mumbai
1st Floor, Century Bhavan
771 Dr Annie Besant Road, Worli
Tel: +91 22 6140 0000
Fax: +91 22 6140 0099
Email: mumbai@khaitanlegal.com
Contact: Mr Sakate Khaitan
London
Ground Floor, 29 Gloucester Place
London, W1U 8HX, UK
Tel: +44 20 7034 1430
Fax: +44 20 7034 1431
Email: london@khaitanlegal.com
Contact: Mr Satyendra Shrivastava
Lex Favios
Established in 2015
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 firms 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 (taxation), Neeru Tuteja (capital markets) and Indranil Ghosh (dispute resolution),
who is included in The International Whos 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.
July/August 2015
Contact us
New Delhi (corporate office)
E-277, Level 3, Greater Kailash Part-1
New Delhi (litigation office)
C-43 Pamposh Enclave
Mumbai
Regus BKC Kalina, Raheja Centre Point
294 CST Road, Nr. Mumbai University
Kalina, Mumbai 400 098, India
Contact
Mr Sumes Dewan
Tel: +91 11 3208 4941
Direct: +91 11 4143 5188/4526 4524
Email: sumes.dewan@lexfavios.com
www.lexfavios.com
59
Intelligence report
LexOrbis
Established in 1997
Other 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, transactional and commercial advisory, enforcement and assertion, dispute resolution 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 directing effective research and development strategies leading to the creation
of valuable IP assets and rights. We also assist clients in developing efficient 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 registering 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 operatives 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 enforcement 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 clients every need.
60
Contact us
709-710, Tolstoy House
15-17 Tolstoy Marg
Telephone
+91 11 2371 6565
Fax
+91 11 2371 6556
Email
mail@lexorbis.com
Website
www.lexorbis.com
Contact
Ms Manisha Singh
manisha@lexorbis.com
July/August 2015
Intelligence report
Lexygen
Established in 2006
Principal office: Bangalore
Other 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 corporatecommercial 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
Bangalore
Ground Floor, Thapar Niketan
Brunton Road,
Tel: +91 80 6684 0100
Singapore
Level 58, Republic Plaza
9 Raffles Place
Singapore 048 619
Tel: +65 6823 1342
Contact
Vijay Sambamurthi
Email: vijay@lexygen.com
Little & Co
Established in 1856
Other 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 & acquisitions; intellectual property law; real estate; banking & finance transactions;
foreign investment; joint ventures; energy & telecommunications; testamentary law; maritime; admiralty; takeovers & joint ventures.

Our services
Little & Co, a Mumbai-based law firm, has had the privilege of representing 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 fullservice 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.
July/August 2015
Contact us
Central Bank Building, 3rd Floor
Mahatma Gandhi Road, Fort
Telephone
+91 22 2265 2739, +91 22 4049 9116
+91 22 4049 9100
Email
jkapadia@littlecompany.com
ak@littlecompany.com
Contacts
Mr Jayendra P Kapadia
Mr Ajay M Khatlawala
Managing Partners
Website
www.littlecompany.co.in
61
Intelligence report
Luthra & Luthra Law Offices

Established in 1990
Principal offices: New Delhi, Mumbai
Other offices: Bangalore, Hyderabad
Key practice areas

Aviation, banking & finance, capital markets, competition and antitrust,
corporate & commercial, criminal law, debt recovery, dispute resolution & commercial arbitration, employment, environment & regulatory
exchange control, infrastructure & project finance, insurance, international 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 Indias 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 resolution, 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.
62
Contact us
New Delhi
1st & 9th Floor, Ashoka Estate
Barakhamba Road
Telephone: +91 11 4121 5100
Fax: +91 11 2372 3909
Contact
Rajiv Luthra (Managing Partner)
rajiv@luthra.com
Mumbai
Unit A2, 20th Floor, Tower 2
Indiabulls Finance Centre
Elphinstone Road
Senapati Bapat Marg
Lower Parel
Telephone: +91 22 4354 7000
Fax: +91 22 6630 3700
Contact
Mohit Saraf (Senior Partner)
msaraf@luthra.com
Bangalore
Unit Nos. G-01 & G-02
Prestige Garnet, No-36
Ulsoor Road
Yellappa Chetty Layout
Telephone: +91 80 4112 2800
Fax: +91 80 4112 2332
Contact
Mohit Saraf (Senior Partner)
msaraf@luthra.com
Website
www.luthra.com
July/August 2015
Intelligence report
Maheshwari & Co
Established in 2004
Other offices: Mumbai and Lucknow
Associate offices: Chennai, Hyderabad, Kolkata, Banagalore
Key practice areas

Corporate law, mergers & acquisitions, private equity, corporate restructuring, project finance, intellectual property matters, litigation, criminal
matters & arbitration, immigration, real estate, pharmaceutical & healthcare 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 service 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 Dehi
B-7/1, Safdarjung Enclave Extension
T: +91 11 2610 1906, +91 9910002881
F:+91 11 2617 1201
E: info@maheshwariandco.com
Contacts: Mr Vipul Maheshwari
and Jyotsna Chaturvedi
Mumbai
Level 8, Vibgyor Towers
C-62, G Block, Bandra Kurla Complex
T: +91 22 4090 7025
F: +91 22 4090 7025
E: info@maheshwariandco.com
Contact: Jyotsna Chaturvedi
MPC Legal
Established 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 qualifications having a global orientation, enabling it to provide a true 360-degree
perspective. The firms unique ability to render niche services makes it possible 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 firms in-depth and specialist experience lends it a functional
advantage.
July/August 2015
Contact us
1H, Vandhna, 11 Tolstoy Marg
Telephone
+91 11 4710 2250
Fax
+91 11 4710 2290
Contacts
Aseem Chawla
aseem.chawla@mpclegal.in
Dipankar Vig
dipankar.vig@mpclegal.in
63
Intelligence report
Mulla & Mulla & Craigie Blunt

& Caroe
Established in 1895
Other offices: Bangalore, New Delhi
Key practice areas

Admiralty, arbitration (domestic & international), aviation law, banking &
securities, capital markets, competition & anti-trust, construction, company/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-setting solution-providing capabilities. As one of Indias 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, commercial & 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 documentation, including supply chain contracts and take or pay contracts.
The firm has a strong admiralty and aviation law practice with a worldwide reputation as well as an extensive ship and aircraft finance practice, 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 registration of IPRs, particularly with regard to brands and copyright.
Contact us
Mumbai
Mulla House
51, Mahatma Gandhi Road
Flora Fountain
Telephone
+91 22 2262 3191
+91 22 2204 4960
Fax
+91 22 6634 5497
+9122 2204 0246
Bangalore
209, Regency Enclave
4, Magrath Road
Telephone
+91 80 2555 0370
Fax
+91 80 2559 8549
New Delhi
502, Nilgiri Apartments, 5th floor
9 Barakhamba Road
Telephone
+91 11 2332 1501
Fax
+91 11 2332 1520
Email
info@mullaandmulla.com
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.
64
July/August 2015
Intelligence report
New Delhi Law Offices

Established in 1992
Associate 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 (structured 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 outbound 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.
Contact us
Suite 303
DLF South Court
Plot A-1
Saket District Centre
Saket
Telephone
+91 11 4072 5050
Fax
+91 11 4103 4665
Email
sanjeev@ndlolegal.com
Contacts
PS Dasgupta
Founder Partner
Sanjeev Saraswat
Managing Partner
Rakesh Chatterjee
Partner
Website
www.ndlolegal.com
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.
July/August 2015
65
Intelligence report
Phoenix Legal
Established in 2008
Principal 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 Indias foremost full service law firms, offering an extensive range of transactional, regulatory, advisory and dispute resolution services. We advise a diverse clientele which includes
domestic and international companies, banks and financial institutions,
funds, promoter groups and public sector undertakings.
Contact us
Chennai
Seethakathi Business Centre
9th Floor, Office no. 2B
# 684-690, Anna Salai,
Telephone: +91 44 2829 4626
Contact
Saket Shukla
Email: saket.shukla@phoenixlegal.in
Mumbai
Vaswani Mansion
Office no.17 & 18, 3rd Floor
120 Dinshaw Vachha Road, Churchgate
Telephone: +91 22 4340 8500
Fax: +91 22 4340 8501
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.
Contact
Sawant Singh
Email: sawant.singh@phoenixlegal.in
The key reason for setting up Phoenix Legal was its founding partners 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.
New Delhi
2nd Floor, 254 Okhla Industrial Estate,
Phase III, New Delhi 110 020, India
Telephone: +91 11 4983 0000
Fax: +91 11 4983 0099
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.
Contact
Abhishek Saxena
Email: abhishek.saxena@phoenixlegal.in
Website
www.phoenixlegal.in
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
Journals Indian Law Firm Awards, winning in a diverse range of categories including Energy, Projects and Infrastructure and Structured
Finance & Securitization. It also worked on one of India Business Law
Journals 2014 Deals of the Year.
66
July/August 2015
Intelligence report
PLR Chambers
Established in 2013
Number of partners: 1 (+ 2 directors)

Other 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, telecom, e-commerce, retail, pharma, food & drugs, defence, nuclear power, aviation, international trade & investment, innovation (startups/incubators/accelerators), 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 regulators, 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 Road
Contacts
Suhaan Mukerji, Partner
Tel: +91 8800601364
suhaan.mukerji@plrchambers.com
Aditya Rao, Counsel
Tel: +91 8800601360
Email: aditya.rao@plrchambers.com
Website
www.plrchambers.com
PLR Chambers was a winner of India
Business Law Journals 2014 Indian
Law Firm Awards in the category of
Policy and Regulation.
PSA
Established in 2008
Other 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, intellectual 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 business 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 practice is broad-based and extends to multitude industries and practice areas.
July/August 2015
Contact us
14A & B Hansalaya
15 Barakhamba Road
Telephone
+91 11 4350 0500
Fax
+91 11 4350 0502
Email
contact@psalegal.com
Contact
Ms Priti Suri
Website
www.psalegal.com
67
Intelligence report
Puthran & Associates

Established in 2004
Principal office: Chennai
Other offices: Bangalore, Trivandrum
Key practice areas

At P&A, we provide a complete range of legal services relating to all intellectual property matters involving patents, trademarks, copyrights, geographical 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 attorneys 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, Saidapet
Chennai 600 015
Tamilnadu, India
Telephone
+91 44 4206 4209
+91 44 4231 2604
Fax
+91 44 4206 4219
Email
ipr@puthrans.com
Website
www.puthrans.com
RNClegal
Rajinder Narain & Co
Established in 1950
Key practice areas

Aircraft leasing & financing, regulatory, repossessions & enforcement;
mergers & acquisitions; corporate/commercial advisory, arbitration & litigation; 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 firms 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.
68
Contact us
Maulseri House
7, Kapasehera Estate
Shivam House
14-F Connaught Place
Telephone: +91 11 4122 5000
Fax: +91 11 4122 5001
Email: inbox@rnclegal.com
Website: www.rnclegal.com
Contact: Mr Ravi Nath
July/August 2015
Intelligence report
RRG & Associates

Established in 2010
Principal offices: New Delhi, Gurgaon, Mumbai
Other 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 impressive 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
Tel: +91 11 4056 3742
+91 93 1191 1201/06
Fax: +91 11 4100 5046
Mumbai
115, 1st Floor, Birya House
265, Nariman Street, Fort
Contact
Ms Vasudha Sen
vasudha.sen@rrgassociates.com
Website
www.rrgassociates.com

Established in 2001
Principal 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, publishing, 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 development, 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 companies, the firm also engages in IP enforcement and has a strong investigation
and enforcement unit. The firms focused transactions practice assists clients
with issues including licensing, merchandising, content/script clearance, libel
read memos, aggregation and the auditing of large content libraries.
July/August 2015
Contact us
A-2E, CMA Tower, 2nd Floor
Sector 24, Noida 201 301
National Capital Region, India
Telephone
+91 120 463 3900
Fax
+91 120 463 3999
Email
sai@saikrishnaassociates.com
Contact
Mr Saikrishna Rajagopal
(mobile: +91 9910153099)
69
Intelligence report
Samvad Partners
Established in 2013
Principal offices: Bangalore, Mumbai, New Delhi
Other 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 property; 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 committed 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 standards. 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
Bangalore
Harish B Narasappa, Partner
T: +91 80 4268 6000, F: +91 80 4268 6031
harish@samvadpartners.com
Mumbai
Vineetha MG, Partner
T: +91 22 6104 4000, F: +91 22 6104 4014
vineetha@samvadpartners.com
Chennai
Rohan K George, Partner
T: +91 44 2374 0774, F: +91 44 4306 3208
rohan@samvadpartners.com
New Delhi
Ashwini Vittalachar, Partner
T: +91 11 4172 6200, F: +91 11 4172 6201
ashwini@samvadpartners.com
Seth Dua & Associates

Established 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; hospitality & 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 various 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.
70
Contact us
601, 6th Floor
DLF South Court, Saket
Tel: +91 11 4164 4400
Fax: + 91 11 4164 4500
Website: www.sethdua.com
Contacts
Sunil Seth, Senior Partner
sunil.seth@sethdua.com
Mobile: +91 9810055100
Atul Dua, Senior Partner
atul.dua@sethdua.com
Mobile: +91 9810162645
July/August 2015
Intelligence report
Shardul Amarchand Mangaldas

& Co
Established in 2015
Principal offices: New Delhi, Mumbai
Other offices: Ahmedabad, Bengaluru, Gurgaon, Kolkata,
Key practice areas

General corporate (mergers & acquisitions; joint ventures & collaborations; private equity; real estate; taxation; insurance; employment; technology, 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 Indias 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 practices 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 worlds 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 restructuring, 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 closures. Our insurance practice is robust and well recognized.
Projects and project finance: We advise developers, EPC contractors, 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 regulators in India.
Banking & finance: Our offerings range from traditional banking documentation to securitization, factoring, setting up payment banks, syndicated loans, structured finance, and acquisition finance.
Other practice areas and industry expertise: Bankruptcy and insolvency, 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, philanthropy and trusts, real estate & trusts, regulatory and public policy,
retail, taxation, TMT, trade law and white collar crime.
July/August 2015
Contact us
Shardul S Shroff
Executive Chairman
Email: shardul.shroff@AMSShardul.com
New Delhi
216, Amarchand Towers
Okhla Industrial Estate
Phase III, New Delhi 110 020, India
Tel: +91 11 4159 0700, 4060 6060
Contact: Ms Pallavi Shroff
Email: pallavi.shroff@AMSShardul.com
Mumbai
Express Towers, 17th Floor
Nariman Point
Tel: +91 22 4933 5555
Contact: Mr Akshay Chudasama
Email: akshay.chudasama@AMSShardul.com
Bengaluru
Prestige Sterling Square
Madras Bank Road
Off Lavelle Road
Bengaluru 560 001, India
Contact: Mr Jatin Aneja
Email: jatin.aneja@AMSShardul.com
Ahmedabad
301-302, Parshwanath E-square
Corporate Road, Prahladnagar
Ahmedabad 380 015, India
Tel +91 79 4900 9200, 2929 7831
Contact: Mr Pankaj Agarwal
Email: pankaj.agarwal@AMSShardul.com
Gurgaon
MPD Towers, 6th Floor
DLF Phase V
Sector 43, Golf Course Road,
Gurgaon 122 022, India
Tel: +91 124 459 5150, 436 7734
Contact: Mr Amit Kumar
Email: amit.kumar@AMSShardul.com
Kolkata
Anand Lok, 227
A.J.C. Bose Road
Tel: +91 33 4010 8400, 2283 6748
Contact: Mr Siddhartha Datta
Email: siddhartha.datta@AMSShardul.com
71
Intelligence report
Singhania & Co
Established in 1969
Other 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.
Contact us
New Delhi (Head Office)
N- 17 Pal Building, Green Park Extension
T: +91 11 4652 3123 or 4052 8340
Mobile: +91 9958065656
Contact: Anshuman Tiwari
Mumbai
83-C Mittal Tower, Nariman Point
T: +91 22 2204 9973 or 218 2441
E: mumbai@singhania.com
Contact: Pradeep Kumar Jain
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 clients. 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 investigations, 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 complaints, consultations, settlement, negotiations, preparation of legal and factual 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 agreements (including setting up business in India and abroad), foreign direct
investment regulation obtaining approval from statutory bodies, collaborations, joint ventures, M&A, due diligence, restructuring, statutory compliance
audits, government approvals and clearances.
Company registration: We provide company registration services at affordable price to our global clients in India and across the globe, which meet the
clients requirements and expectations completely.
Dispute resolution: The firm has a formidable dispute resolution and arbitration 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, bilateral 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.
72
Bangalore
204-A Mittal Tower, 6 Mahatma Gandhi Rd
T: +91 80 2558 8763
E: bangalore@singhania.com
Contact: Anindya Mazumdar
Kolkata
1st Floor, Suite E-1, 75-C Park Street
Kolkata (Calcutta) 700 016, India
T: +91 33 2229 5088
E: calcutta@singhania.com
Contact: Rakesh Kumar
Chennai
1 Rayala Towers, 781-785 Anna Salai
T: +91 44 2852 1626
E: chennai@singhania.com
Contact: Abhilash KS
Hyderabad
6th Floor Suit # 614 Babu Khan Estate
Bashir Bagh, Hyderabad 500 029, India
T: +91 40 2323 6219
E: hyderabad@singhania.com
Contact: Revathi P
Jaipur
A-4 Yudhishter Marg, Jaipur, India
T: +91 141 510 3161
E: jaipur@singhania.com

London
134 Buckingham palace Road
London SW1 W9SA, UK
T: +44 20 7799 1688
E: info@singhaniauk.com
Contact: Vijay Goel
July/August 2015
Intelligence report
SK Singhi & Co
Established in 2009
Principal office: Kolkata
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 accounting and taxation headed by Mr Ankur Singhi, a chartered accountant,
whereby we provide accounting and taxation advice to foreign nationals
and NRIs.
SK Singhi & Cos 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.
Contact us
Corporate office
4 Kiran Shankar Roy Road
Raja Chambers, 1st Floor
Kolkata 700 001
West Bengal, India
Branch office
Tobacco House
Room No.14, 1st Floor
1/2-Old Court House Street
Kolkata 700 001
West Bengal, India
New Delhi
I-44 Jangpura Extn
Telephone
+91 33 2231 8652
+91 33 4005 6425
Fax
+91 33 2262 3321
Email
surendra.singhi@sksinghiandco.com
info@sksinghiandco.com
Website
www.sksinghiandco.com
Contacts
Mr SK Singhi
+91 97 48035250
Mr Ankur Singhi
+91 98 36209981
Ms Riti Basu
+91 98 30773361
In the media
Articles by Mr SK Singhi and other associates of the firm have been published in various legal magazines and journals, including Lex Witness and
Legal Era.
July/August 2015
73
Intelligence report
SS Rana & Co
Established in 1989
Other 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 impeccable services in respect of contentious and non-contentious IP-related matters, 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 advocateon-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 certification 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 utilization of time and resources and ensures that every client receives undivided
attention and benefits from the firms 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 firms long standing relationship 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 government 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 innovators to enable them to monetize their innovations and inventions and benefit
from the burgeoning rural industries in India.
74
Contact us
Registered office
317, Lawyers Chambers
High Court of Delhi
Corporate office
81/2, 2nd & 3rd floors
Aurobindo Marg
Noida
604/605, Chokhani Square
P-4, Sector 18
Noida 201 301, India
Mumbai
G/F & 1/F, Trade Center
Bandra Kurla Complex, Bandra
Kolkata
RDB Boulevard, 8th floor
Plot K-1, Sector V, Block EP & GP
Salt Lake City
Chennai
2nd Floor, Altius Olympia Tech Park 1
SIDCO Industrial Estate, Guindy
Bangalore
2nd Floor, Prestige Omega
No. 104 EPIP Zone, Whitefield
Telephone
+91 11 3056 2000 (10 lines)
Fax
+91 11 3056 2010
Contacts
Vikrant Rana
vikrant@ssrana.com
Lucy Rana
lucy@ssrana.com
Website
www.ssrana.in
July/August 2015
Intelligence report
Titus & Co, Advocates

Established in 1996
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-counterfeiting; IT, outsourcing & licensing; labour; media & entertainment; mergers,
acquisitions, takeovers, corporate restructuring, project finance; real
estate & construction; regulatory & government affairs; tax (direct & indirect); telecommunications & IT; trade law & anti-dumping; venture capital
& private equity.
Our services
Titus & Co is one of Indias 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
Contact us
R- 77 A, Greater Kailash-I
New Delhi 110 048
India
Telephone
+91 11 2628 0100
Fax
+91 11 2648 0300
Email
titus@titusindia.com
Contacts
Diljeet Titus, dtitus@titusindia.com
Baljit Singh Kalha, bskalha@titusindia.com
RS Mittal, rsmittal@titusindia.com
Ujjwal Sharma, usharma@titusindia.com
Languages
English, French, Gujarati, Hindi, Italian,
Malayalam, Punjabi, Spanish, other Indian
languages
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, CanadaIndia 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, Whos
Who Legal, Which Lawyer PLC and Business Today.
July/August 2015
75
Intelligence report
Trilegal
Established in 2000
Principal 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, dispute resolution, regulatory, competition law, labor & employment, real estate,
hospitality, pharma, manufacturing and others.

Our services
Trilegal is one of Indias top-tier law firms with offices in four of Indias 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 firms 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
Telephone
New Delhi: +91 11 4163 9393
Bengaluru: +91 80 4343 4646
Mumbai: +91 22 4079 1000
Hyderabad: +91 40 2355 6781
Email
bd@trilegal.com
Contact
Bakul Anand
Website
www.trilegal.com
Trust Legal
Established 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
Visitors 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.
76
Contact us
I-5, Ground Floor
Jangpura Extension
Telephone
+91 11 4356 0349
+91 11 4355 1349
+91 9811041967
Email
sudhirmishra@trustlegal.in
ritwikananda@trustlegal.in
Contacts
Mr Sudhir Mishra
Ms Ritwika Nanda
Website
www.trustlegal.in
July/August 2015
Intelligence report
Tuli & Co
Established in 2000
Associate 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
Contact us
New Delhi
7A Lotus Towers, Community Centre
New Friends Colony
Tel: +91 11 4593 4000
Fax: +91 11 4593 4001
Email: n.tuli@tuli.biz
Contact: Neeraj Tuli
Insurance & reinsurance, dispute resolution, coverage issues, corporate &

commercial.

Mumbai
513 B-Wing, Sahar Plaza Complex
MV Road, Andheri (E)
Tuli & Co was established in 2000 to service the Indian and international insurance and reinsurance industry. We are an insurance-driven commercial litigation and regulatory practice and have working associations with firms in other
Indian cities as well as globally via our association with Kennedys.
Tel: +91 22 6725 5421

Fax: +91 22 6725 5422
Email: r.taimni@tuli.biz
Contact: Rajat Taimni
Our services
Veritas Legal
Established 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 Indias 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.
Contact us
Forbes Building, 3rd Floor
Charanjit Rai Marg, Fort
Telephone
+91 22 4368 6700
Contact
Abhijit Joshi
Tel: +91 22 4368 6701
Email: abhijit.joshi@veritaslegal.in
Webpage
www.veritaslegal.in
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.
July/August 2015
77
Intelligence report
VERUS
Established in 2011
Principal offices: Mumbai, New Delhi, Kolkata and Hyderabad
Key practice areas

Corporate advisory/transactions: Mergers & acquisitions, joint ventures,
banking & finance, private equity, infrastructure & projects, capital markets, 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
Contact us
Mumbai
T: +91 22 2286 0100, 2283 4130
E: mumbai@verus.net.in
New Delhi
T: +91 11 2621 5601/02
E: delhi@verus.net.in
Kolkata
T: +91 33 4016 4844/45
E: kolkata@verus.net.in
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.
Hyderabad
T: +91 40 3993 5766
E: hyderabad@verus.net.in
Recognized as a Best New Law Firm in India Business Law Journals 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: partners@verus.net.in
www.verus.net.in
Vutts & Associates

Established in 2008
Key practice areas

Patents, designs, trademarks, copyright, IP litigation, conflict resolutions, enforcements, geographical indications, competition laws,
agreements, domain name disputes, investigations, IP licensing & franchising, 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
firms practice includes all aspects of intellectual property and allied commercial 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.
78
Contact us
A-1/232, Safdarjung Enclave
Telephone
+91 11 4109 6441
Fax
+91 11 4109 6442
Contacts
Vaibhav Vutts
Partner
vaibhav@vutts.com
Prabhakar Mani Pratap
Partner
prabhakar@vutts.com
July/August 2015
Correspondents
Banking & finance
RBI clarifies issues related

to the business of factoring
109 A Wing, Dalamal Towers
Tel: +91 22 6636 7000
Fax: +91 22 6636 7172
Email:BabuSivaprakasam@elp-in.com
DeepRoy@elp-in.com
Mumbai | New Delhi | Ahmedabad | Pune | Bengaluru | Chennai
By Babu
Sivaprakasam,
Deep Roy and
Megha Agarwal,
Economic Laws
Practice
he Factoring Regulation Act, 2011,

enabled banks and non-banking
financial companies registered as
factors to undertake the business of factoring. 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 nonbanking financial companies were both
subject to the guidelines of the Reserve
Bank of India (RBI) on matters pertaining to prudential norms and exposure
requirements, there were glaring loopholes and unresolved issues regarding
the conduct of the business of factoring
by such entities.
Some of these issues were highlighted 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-performance 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 reckoned on the assignor and in the case of
July/August 2015
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 provisioning would need to be done.
The circulars 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 stipulates 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 prepayment amount offered for the receivables is not more than 80% of the invoice
value. The limits for underwriting commitments 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 information available at the Central Registry of
Securitisation Asset Reconstruction and
Security Interest of India.
For the purposes of accounting, factoring 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.
permit banks to undertake export factoring on a non-recourse basis. Prior to the

RBIs 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 factoring companies such as Factors Chain
International, International Factors
Group, etc. Such companies envisage
structures where the correspondent factor (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 arrangement 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 financing structures in India. The countrys
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.
Export factoring
Babu Sivaprakasam is a partner, Deep Roy is an

associate partner and Megha Agarwal is an associate at Economic Laws Practice. This article
is intended for informational purposes and does
not constitute a legal opinion or advice.
The Technical Committees report in

2013 suggested that the RBI should
79
Correspondents
Dispute resolution
Updates on gaming laws and

discretion on writ petitions
Bharucha & Partners Advocates & Solicitors
Cecil Court, 4th Floor, MK Bhushan Road
Mumbai-400 039
India
Tel: +91-22 2289 9300
Fax: +91-22 2282 3900
E-mail: sr.partner@bharucha.in
By Vivek Vashi and

Krishnendu Sayta,
Bharucha & Partners
he past few months have seen

developments in the field of gaming laws in India, involving both
the judiciary and state governments.
Gaming licences in Sikkim

Pursuant to the Sikkim Online
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 gaming 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 licensees gross gaming yield to
10% of gross gaming yield or `50 million (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 gambling. The Supreme Court while hearing the appeal stayed the operation of
the high courts order. The industry is
eagerly awaiting the outcome of the
appeal, as it will affect whether entities 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.
80
However, in September 2014, the additional solicitor general stated that since
gaming and gambling were on the state
list of Indias constitution, the state
would be the appropriate authority to
intervene. A hearing on the matter is
pending.
Public interest litigation

A public interest litigation seeking 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
governors 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 Indias betting industry
has been estimated at about US$60 billion, which is about 18% of the worlds
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 Indias 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 circumstances and if there is a public law
character to the dispute. If the contract
provides for a particular mode of settlement of disputes, especially arbitration,
the high court should refuse to intervene. 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 contracts 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 executive capacity, is bound by the obligations of fairness and cannot discriminate. In view of this, writ jurisdiction
cannot be invoked for the facilitation
of voluntary obligations or the avoidance 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.
July/August 2015
Correspondents
Foreign direct investment
Investment rules relating to

non-resident Indians eased
9th Floor, Ashoka Estate
Barakhamba Road
New Delhi - 110 001
Tel: +91 11 4121 5100
Fax: +91 11 2372 3909
Email: delhi@luthra.com
www.luthra.com
By Shinoj Koshy
and Neha Sinha,
Luthra & Luthra
Law Offices
ndias 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 notified
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 meaning 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 considered OCIs, and seeks to align FDI
policy with the governments policy to
provide PIOs and OCIs parity of treatment with NRIs in economic, financial
and educational matters.
Under the current FDI policy, investment 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
July/August 2015
sectors, such as construction development 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 placement or rights issue, with the exception
of Indian companies engaged in specified 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-resident accounts into which the sale and
maturity proceeds can be credited. The
investment proceeds can only be credited to the non-resident ordinary rupee
(NRO) account of the investor.
The most important feature of schedule 4 is that investments are made on
a non-repatriable basis and the capital
and appreciation on it is non-repatriable, 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 domestic investment at par with investments
made by residents. Accordingly, nonrepatriable investments of NRIs are
outside the purview of the restrictions
imposed on FDI investments and therefore free of pricing guidelines and sectoral 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 position with respect to investment by NRIs
under schedule 4 (i.e. on a non-repatriable 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 domestic treatment against the cost of nonrepatriability 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 government 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 Ofces is a full-service law

rm with ofces in Delhi, Mumbai, Bangalore
and Hyderabad. Shinoj Koshy is a partner and
and Neha Sinha is a senior associate at the rm.
This article is intended for general informational
purposes only and is not a substitute for legal
advice.
81
Correspondents
Intellectual property
Originality concept under

Indias copyright regime
A-2E, CMA Tower, 2nd Floor
Sector -24, NOIDA - 201301
National Capital Region, India
Tel: +91 120 4633900 (100 Lines)
Fax: +91 120 4633999
Email: ameet@saikrishnaassociates.com
suvarna@saikrishnaassociates.com
By Ameet Datta and

Suvarna Mandal,
Saikrishna &
Associates
nd er s ec ti on 1 3 o f Ind ia s
Copyright Act, 1957, copyright
can subsist only in original
literary, dramatic, musical and artistic
works. The act does not define original or originality and what these
concepts entail has been the subjectmatter 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 copyright 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 countries such as New Zealand and Australia
largely follow in the UKs 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
82
a creative spark in the end product

is an essential condition for a work to
qualify as original, as mandated under
the US constitution.
Indias 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, implicitly, 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 Courts
judgments. The appellants alleged that
the respondents, who had created software packages that contained Supreme
Court judgments, had copied the contents 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, verification, etc., which in their view required
considerable skill, labour, expertise and
expenditure. The appellants claimed
that SCC constitutes an original literary 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 following the English sweat of the brow doctrine 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 creativity. Applying the creativity standard, the court held that mere copy-editing
of the judgment would not merit copyright 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 creativity 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 protection the author must produce material with exercise of his skill and judgment 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 threshold in favour of a middle-of-the-road
approach. This would mean that each
case would be scrutinized on its individual merits to establish originality as
per the current approach.
Ameet Datta is a par tner at Saikrishna &

Associates, where Suvarna Mandal is an associate. The views expressed in this article are
personal.
July/August 2015
Correspondents
International trade
Recent amendments to
US trade remedial laws
By Sanjay Notani
and Ambarish
Sathianathan,
Economic Laws
Practice
he US amended the anti-dumping (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 highlighted below.
Consequences of failure to cooperate 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 obligation on the ITC or DOC to determine,
adjust or corroborate missing information 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 following changes: (1) profitability or recent
improvement in the performance of
the domestic industry will not preclude 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 factors is to identify which component of
profits is specifically related to injury.
There is a higher possibility that one or
July/August 2015

Tel: +91 22 6636 7000
Fax: +91 22 6636 7172
Email: SanjayNotani@elp-in.com
AmbarishSathianathan@elp-in.com
some of the injury parameters such as

output, sales, market share, productivity, 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 pertaining to a particular market situation 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 calculation 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 recognized under the Tariff Act for the purposes of dumping margin calculation,
this recognition did not explicitly translate into its exclusion from the ordinary
course of trade. The amendment now
excludes the costs and prices of a
particular market situation to avoid distortion. This change is expected to be
used against non-market economies
such as China when they would be recognized as market economy countries
under the WTO accession treaty.
Thorough investigation prior to
excluding below-cost sales in an AD
investigation: Below-cost home-market sales in an AD investigation need to
be excluded to avoid distortion in normal value calculation. Section 773(b)(2)
of the Tariff Act has been amended creating 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 scrutinized in detail.
Article 2.2.1 of the WTO AntiDumping Agreement allows disregarding 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 voluntary 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 relation 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 recognized 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 Sathianathan 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.
83
Correspondents
Media & entertainment
Celebrities entangled in
the case of Maggi noodles
709/710 Tolstoy House, 15-17 Tolstoy Marg
New Delhi - 110 001
India
Tel: +91 11 2371 6565
Fax: +91 11 2371 6556
Email: mail@lexorbis.com
www.lexorbis.com
By Manisha Singh
and Zoya Nafis,
LexOrbis
aggi brand products by Nestl

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
Nestl. Surprisingly, a few celebrities
who were endorsing Maggi for Nestl
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 subject. Some support the view that since
celebrities are paid large amounts for
advertisements they should act deliberately 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 liability 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 misleading 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
July/August 2015
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 nutritional 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 publication 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 Nestl as
health matters are of utmost importance.
However shouldnt our favourite celebrities also pay for convincing us to eat
something harmful? After all, celebrity
endorsements are an effective exploitation by famous personalities of their
image rights and celebrities earn huge
royalties for endorsing these products.
The real objective of celebrity endorsements 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 popularity is ever rising. A study by the Indian
School of Business in Hyderabad concluded that in emerging markets such
as India and China, celebrity endorsements 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 publicity. Celebrities have been endorsing a
variety of products including harmful
products and also appearing in misleading advertisements for a long time. For
instance, many celebrities endorse fairness 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 picturing 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 Nestl and the celebrities
who have endorsed its products.
Manisha Singh is a founding partner of LexOrbis,

where Zoya Nafis is an associate.
85
Correspondents
Mergers & acquisitions
Curbing the RBIs powers

over investment: Desirable?
MPD Towers, 6th Floor,
DLF Phase V, Sector 43, Golf Course Road,
Gurgaon 122 022
Tel: +91 124 459 5150, 436 7734
Fax: +91 124 436 7730
Email: amit.kumar@AMSShardul.com
By Amit Kumar
and Ambarish,
Shardul Amarchand
Mangaldas & Co
he 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 framework for capital account transactions,
the definition of which includes investment by a non-resident in an Indian
company by way of purchase or subscription 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.
T h e m i n i s t r y s D e p a r t m e n t o f
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.
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 immediate 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 regarding capital account transactions (other
than those involving debt instruments)
is now vested with the central government under section 46(2)(ab). It is perceived that after the central government
comes out with rules to this effect, the
RBI would have the limited role to regulate capital transactions involving debt
instruments by making regulations.
New classification
What are debt instruments?
A new sub-section 2A has been

inserted in section 6 of FEMA which
confers the powers on the central government to prescribe: (a) any class or
classes of capital account transactions, not involving debt instruments,
which are permissible; (b) the limit up to
which foreign exchange will be admissible for such transactions; and (c) any
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 henceforth, only instruments which are fully
86
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) involving 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 instruments, in consultation with the RBI.
Demise of FEMA 20
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 circulars to take a stand that any assured
return to a non-resident imparts debtlike features to an instrument and makes
it ineligible to be issued to a non-resident making FDI. Thus, equity instruments 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 consolidated 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 government 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-ambiguous framework where principles do not
change on the basis of views of officers
implementing the regulatory framework.
It is expected that the central government 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 principal 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.
July/August 2015
Correspondents
Middle East-India trade & investment
Managers liability in UAE

limited liability companies
Jumeirah Emirates Towers
Office Tower, Level 35
Dubai, United Arab Emirates
Tel: +971 4 330 3900
Fax: +971 4 330 3800
Email: dubai@afridi-angell.com
www.afridi-angell.com
By James Bowden
and Saurbh Kothari,
Afridi & Angell
he new UAE Companies Law

which came into effect from 1
July makes significant changes
to the provisions governing a limited 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 generally managed by a single manager
with wide decision-making powers
and responsibilities, it is important to
understand the relevant provisions
regarding a managers liability.
Key provisions
Article 84 of the Companies Law
states that every manager shall be liable to the LLC, the partners/shareholders and third parties for: (i) any fraudulent acts; (ii) any losses or expenses
incurred due to improper use of the
power; (iii) contravention of the provisions of any applicable law, the memorandum 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 potentially increases the liability threshold,
article 162 continues to make a manager liable for an error in management.
Article 84 precludes the possibility of limiting a managers liability
through the LLCs memorandum of
association or the managers employment contract. Article 84 states that
any provision in the memorandum of
July/August 2015
association of the LLC or the employment 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 expression Limited Liability Company or, in
short, LLC. If a manager contravenes 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 particulars 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 articles 150, 165 and 167.
Article 150 provides that every member 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 company may file a claim for liability against
the board of directors for errors causing damage affecting all shareholders.
The general assembly must adopt
a resolution appointing a person to
pursue the claim in the companys
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 managers wrongful
acts.
Article 167 provides that a decision
passed by the general assembly to
relieve the board of directors from liability for errors will not prevent the filing of a civil liability lawsuit against the
directors in relation to errors committed 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 preclude a manager from maintaining
professional liability insurance, or taking an indemnity from the LLC or its
shareholders. However, the indemnity
may be open to challenge before the
courts.
The Companies Law imposes various 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 rm with ofces in Abu Dhabi,
Dubai, the Dubai International Financial Centre
and Sharjah. Saurbh Kothari is an associate
at the firm.
87
Correspondents
Outbound investments & joint ventures
Establishing a foreign
enterprise in China
D - 19 (GF) & D - 31, South Extension - 1
New Delhi - 110 049
Tel: +91 11 2462 2216, 2462218
Fax : +91 11 2465 4364
Email: g.khurana@indialawoffices.com
By Gautam Khurana,
India Law Offices
and Lenon Woo,
Shanghai Promise
Law Firm
pportunities for foreign investors 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 foreignowned enterprises.
Joint ventures
A joint venture is a business arrangement between a foreign partner and a
Chinese partner with profits and losses
being shared between the partners. The
two most common types of joint ventures 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 negotiation between the partners.
Chinese partners typically bring their
market knowledge, preferential market
treatment and manufacturing capability
to the venture, with the foreign partner contributing the technology, manufacturing 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 partners contribution 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
July/August 2015
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 structure, stringent rules apply to the company 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 cooperative joint venture allows for more flexible agreements between the partners.
They can organize themselves either as
a limited liability company or as a nonlegal 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 enterprise 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 repercussions, so reliable legal and commercial 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 Chinas
development of special economic zones,
the wholly foreign-owned enterprise
structure is now available for almost
all investment types, and is increasingly being used by service providers,
for software development and for trading 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 foreign-owned enterprise than a joint venture. Other notable advantages include
the autonomy and independence to carry
out global strategies of a parent company without having to consult Chinese
partners, the maximization of profits
through 100% ownership, and the protection 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 Asias, and the worlds, most rapidly
developing, and most exciting, economic 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 transactions involving Indian and Chinese companies.
89
Correspondents
Regulatory developments
Is strategic restructuring of
debt the answer for banks?
By Sawant Singh and

Aditya Bhargava,
Phoenix Legal
o reduce the stress on banks due

to non-performing assets (NPAs),
troubled accounts and burgeoning 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 compensate lenders for their sacrifice (i.e. haircut); (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 framework, the RBI has now introduced the
strategic debt restructuring scheme,
with the overarching objective of implementing a change of ownership (of borrowers). It appears that the RBI has
launched this scheme with the view
that many borrowers cannot be turned
around because of operational/managerial inefficiencies despite substantial
sacrifices made by the lending banks.
The framework prescribes that any
restructuring package must specify
timelines within which viability milestones 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
90
New Delhi
Second Floor,
254, Okhla Industrial Estate
Phase III
Tel +91 11 4983 0000
Fax: +91 11 4983 0099
Email: delhi@phoenixlegal.in
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 conversion 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 conversion ratio must not exceed the borrowers
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 schemes detailed prescriptions, the decision to convert the
restructured debt into equity is left to
the JLF, on the basis of its assessment
of the borrowers compliance with the
restructuring terms and the borrowers 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 Indias capital 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
Mumbai
Vaswani Mansion, 3rd Floor
120 Dinshaw Vachha Road
Churchgate
Tel: +91 22 4340 8500
Fax: +91 22 4340 8501
Email: mumbai@phoenixlegal.in
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 cannot be related to the previous promoters, 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 prescribe such a detailed set of instructions
to banks on the conversion of restructured debt into equity. The introduction of
this scheme appears to convey the RBIs
increasing frustration with the persistent state of NPAs of the Indian banking
system, and particularly those of public
sector banks. The RBIs concern also
appears to be motivated by the hypothesis that restructuring of stressed borrowers 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 promoter to take over a stressed borrower
is not easy and depends on factors such
as the borrowers viability, its sector, the
state of the economy, etc. The schemes
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.
July/August 2015
Correspondents
Smart cities
Governance structures:
A crucial prerequisite
New Delhi
81/1, Adchini,
Sri Aurobindo Marg
New Delhi 110 017
Tel: +91 11 6638 7000
Fax: +91 11 6638 7099
By Hemant Sahai
and Sunei Kapur,
HSA Advocates
eveloping a smart city is not for

the faint hearted and will require a
paradigm shift in vision and execution. The existing governance structures 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 Indias constitutional and legal
framework permit such radical change?
These issues are more complex for cities 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 structures for DMIC and now for the ChennaiBangalore Industrial Corridor, HSAs
mandate was to ensure the creation of
institutionalized structures with adequate legal authority to design and award
projects to private investors in a transparent 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 worlds largest diversified 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 smartcity 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 create a unified authority with legal powers
over master planning, project development and award to private investors. This
July/August 2015
Mumbai
704-706, Embassy Centre

Nariman Point
Mumbai 400 021
Tel: +91 22 4340 0400
Fax +91 22 4340 0444
Email: hemant.sahai@hsalegal.com
sunei.kapur@hsalegal.com
www.hsalegal.com
authority will take policy decisions and

delegate the execution and implementation of the components to diverse special
purpose vehicles either under a publicprivate partnership (PPP) framework or
engineering, procurement and construction execution mode. Institutional safeguards are included to avoid distortions
arising from conflicts of interest and
concentration of power. All of this should
eventually result in leveraging the execution efficiencies and capital of the private
sector.
Article 243Q of Indias 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 planning 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 recoverable by the private developer. This
required designing concession framework agreements conferring sustainable authority on a private developer to
recover user charges from private users
of the infrastructure. These frameworks
had to be expanded beyond the conventional highways and akin sectors to
other services such as water, sanitation,
transportation hubs, education subcities, etc.
It is clear that significant private capital
will be required to help fund the development of smart cities and that private
capital can be attracted through PPP
initiatives. For PPP projects to succeed, precise and predictable policy
and regulatory frameworks are required.
International experience shows that regulation 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 experience shows a clear distinction between
investors during the development and
construction phase and investors during
the operations phase.
In recent times, asset-liability management 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 unattractive 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 addition to creation of contractual frameworks for developing the required infrastructure. 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 ofce
of HSA Advocates. HSA is a full-service rm with
ofces in New Delhi, Mumbai and Kolkata, and
with a correspondent relationship in Bangalore.
91
Correspondents
Taxation & transfer pricing
Is inverted duty structure

impeding Make in India?
By Karthik Sundaram
and Tejus Golchha,
Economic Laws
Practice
hile the globally accepted norm

is that customs duty rates on
final products are always equal
to or higher than the rates on components or raw materials used for the manufacture 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 manufacturing industry.
The issue of inverted duty structure 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 agreements/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 effectiveness of the credit system under the
goods and services tax scheme when it
is introduced.
This problem in India has been accentuated 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 chairmanship of Planning Commission member
Anwarul Hoda to study and suggest ways
of shielding domestic manufacturers
92

Tel: +91 22 6636 7000
Fax: +91 22 6636 7172
Email: KarthikSundaram@elp-in.com
TejusGolchha@elp-in.com
from the impact of inverted duty structure 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 governments
focus is two-fold: to provide a framework
for increasing exports of goods and services, and to generate employment and
increase value addition in India, in keeping 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 competitiveness 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 government 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 sector. 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 sectors with a view to enhance job creation
through revival of growth and investment and promotion of domestic manufacturing and Make in India.
While the government has taken
several commendable steps to address

inverted duty structure by way of reducing 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 (embedded 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 applying 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 collectively 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 Indias push towards regional and
bilateral agreements results in meaningful 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 necessary 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 Economic Laws Practice. This article is intended for
informational purposes and does not constitute
a legal opinion or advice.
July/August 2015

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