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OUR CORPORATE PRACTICE

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Page 1: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

OUR CORPORATEPRACTICE

Page 2: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Best Full Service Law Firm – IndiaIntercontinental Finance Magazine, End of Year Country Awards 2012

Best Overall Law FirmIndia Business Law Journal, Indian Law Firm Awards 2008,

2009, 2010, 2011 and 2012

“My go-to firm for getting deals done or drafting solid agreements," says a client.Chambers Asia-Pacific 2013

Page 3: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

ABOUT TRILEGAL

Trilegal is one of India's leading law firms with offices in four of India’s major cities - Mumbai, New Delhi, Bangalore and Hyderabad. We represent clients on a large number of the most complex and high value transactions in India. Most of our key practices have won top industry awards and accolades.

We believe that the combination of our firm’s culture, depth of 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 in the Indian legal market. Our lawyers are trained to take a commercial perspective of the issues our clients face with a solution-oriented approach.

Our areas of expertise include corporate - mergers and acquisitions; strategic alliances and joint ventures; private equity and venture capital; energy and infrastructure; banking and finance; restructuring; capital markets; telecoms, media and technology; dispute resolution; regulatory; competition law; labour and employment; real estate; and taxation.

Our client roster includes many of the world's leading corporations, funds, banks and financial institutions. We provide seamless, efficient and integrated service across a broad spectrum of practice areas.

Page 4: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,
Page 5: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

A hard-working team that delivers solid, reliable and practical advice.Chambers Asia-Pacific 2013

Page 6: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

OUR CORPORATE PRACTICE

Trilegal is recognised as having a market-leading corporate practice. Our corporate practice brings together more than 100 lawyers across our offices with a client base that includes leading international and Indian companies as well as smaller growing businesses. We have a reputation of getting to the heart of complex issues, focusing on strategy, structuring transactions innovatively and minimising execution risk.

We are a top-tier firm for Mergers and Acquisitions (M&A) in India. Our M&A team has experience and expertise in acting on complex, high value, cross-border as well as domestic transactions. Our track record, expertise and local knowledge in the M&A market ensure that we deliver cost-effective, deal oriented and high quality legal advice. We regularly act for large Indian corporate groups on outbound acquisition transactions in multiple jurisdictions. In addition, our experience of advising clients on complex, multi-jurisdictional transactions enables us to anticipate issues and risks that will arise, ensuring we provide clients with insightful and tailored solutions.

We have extensive experience of advising on joint ventures and strategic alliances. We have also represented various private equity funds in establishing their presence in India and on their downstream investments across diverse sectors.

We frequently advise our corporate clients on elements of Indian corporate laws and the legal and regulatory issues that impact their day to day business. Our lawyers build strong relationships with in-house legal teams, working alongside them to provide reliable expert advice. We regularly provide secondees to many of our clients’ legal teams, ensuring that our lawyers have the practical experience of working in a corporate environment and a strong understanding of our clients’ business.

Page 7: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

It understands what its clients require in the way of responsiveness, professionalism and quality. Chambers Asia-Pacific 2013

Page 8: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

SOLUTION ORIENTED APPROACHWe strongly believe that our role as transaction advisers is not only to identify potential areas of risk, but to find practical and efficient solutions with a view to eliminating or mitigating such risks and getting the deal done. We use our understanding of India’s complex regulatory environment and equally importantly, our familiarity with the manner in which these regulations are interpreted and enforced by regulators, to provide deal oriented advice that is accurate and practical. Clients have appreciated our ability to respond promptly to their needs and to work within challenging transaction deadlines.

COMPREHENSIVE AND SPECIALISED ADVICEOur corporate group consists of over 100 lawyers across our four offices ideally placed in India’s most favoured investment destinations. Our corporate practice group is supported by experienced lawyers specialising in capital markets, employment, dispute resolution, banking and finance and competition law. This enables us to cut across disciplines and provide a one-stop solution for all aspects of legal advice needed in connection with any investment or M&A transaction.

DIVERSE SECTOR EXPERIENCEThe focus of our corporate and M&A practice has always been to provide customised advice with specific reference to the sector of business in which our clients are engaged. We understand the intricacies and complexities of the regulatory environment in India surrounding various sectors and are able to provide bespoke solutions that cater to the specific regulations that govern such sectors. We often interact with government authorities and sector specific regulators and contribute to the development of new policies and regulations.

Some of the key sectors in which we have advised clients include:• Telecom, Media and Technology• Financial Services• Manufacturing and Distribution• Energy and Infrastructure• Pharmaceuticals and Life Sciences• Real Estate• Defence• Retail• Education• Hospitality

TRUSTED ADVISERSOur aim has always been to establish long-term, trusted adviser relationships with our clients. To this end, apart from an active secondment programme, we also organise discussion forums for in-house counsel at client organisations, conduct seminars/webinars and send out regular updates to clients on the latest regulatory developments in India.

WHY CHOOSE OUR CORPORATE PRACTICE?

Page 9: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Webtech Labels Private Limited through its Indian subsidiary, The Paper Products Ltd.___

Standard Chartered Bank in relation to the acquisition of (i) Morgan Stanley’s non-institutional wealth management business in India; (ii) the credit card business of Barclays India; and (iii) the retail loan portfolio of Barclays India.___

Exide Industries Limited in its acquisition of the remaining stake in ING Vysya Life Insurance Company Limited from ING Group, Enam and The Hemendra Kothari Group.___

Acted as Indian legal advisors to Hassad Food Company Q.S.C., a wholly owned subsidiary of Qatar Investment Authority, in relation to its acquisition of a majority equity stake in Bush Foods Overseas Private Limited, a privately-owned branded and ready to eat processed foods company in India.___

Publicis Groupe on its acquisitions in India including the recent acquisition of (i) Convonix; (ii) iStrat Software Pvt. Ltd.; (iii) MarketGate Consulting Pvt. Ltd.; (iv) Resultrix Media Pvt. Ltd.; (v) Watermelon Healthcare Communications; and (vi) Indigo Systems & Technology Consulting (India) Private Limited.

MERGERS & ACQUISITIONS AND JOINT VENTURESTelenor in relation to (i) its joint venture with an Indian partner for an investment in Telewings Communications Services Private Limited for telecom operations in India; and (ii) its acquisition of a majority stake in Unitech Wireless, a mobile service provider in India.___

International Paper on its USD 425 million buyout of the entire promoter stake in The Andhra Pradesh Paper Mills Ltd., and the related open offer under the Takeover Code.___

Thomas Cook Plc on the sale of its controlling stake in its listed Indian subsidiary engaged in financial services and travel.___

Shriram Group in relation to Sanlam Limited’s indirect acquisition of the paid up equity share capital of Shriram Capital.___

Thomson Reuters on its acquisition of (i) Pangea3; (ii) Indlaw Communications; (iii) FXALL International (Mumbai) Private Limited pursuant to Thomson Reuters Corporation's global acquisition of FX Alliance Inc.; and (iv) the tax software and tax outsourcing business of Fast Facts.___

Huhtamaki Oyi in relation to its acquisition of a majority stake in

Godrej Industries Limited on the sale of its entire stake in Godrej Hershey Limited (a joint venture between Godrej and Hershey) to Hershey.___

Vulcabras Azaleia SA, a Brazilian based athletic shoe manufacturing company on its entry in the Indian market by acquiring a unit for the manufacture and export of athletic shoes. ___

Reva Electric Car Company on the sale of a 55.2% stake to Mahindra and Mahindra.

CORPORATE WORK HIGHLIGHTS

Page 10: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Mergers and Acquisitions Firm of the YearIndia Business Law Journal,

Indian Law Firm Awards

2009, 2010, 2011 and 2012

Page 11: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Private Equity Law Firm of the Year – IndiaAcquisition International's International

Fund Awards 2013

Page 12: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Norwest Venture Partners on its investment in (i) Appnomics Systems Private Limited; (ii) Manthan Software Services; and (iii) Perfint Healthcare Private Limited.___

CLSA Capital Partners on its acquisition of a stake in (i) Equitas Microfinance; and (ii) Resonance Eduventures.___

Shriram Properties Limited in connection with the investments made by TPG Capital, Walton Starwood and the Shriram Group. ___

Godrej Agrovet Limited in relation to receiving investments from V-Sciences Investments Pte. Ltd., an arm of the Singapore based investment firm Temasek.___

Everstone Capital Partners on its acquisition of minority stakes in (i) Crystal Crop Protection Private Limited; and (ii) S. Chand & Company.___

SAIF Partners in its investment in (i) Catmoss Retail Private Limited; (ii) iXiGO; and (iii) Manpasand Beverages.___

Citadel Investments in acquiring a stake in Pipavav Shipyards Limited to fund the construction of the largest shipyard in India.

PRIVATE EQUITY AND VENTURE CAPITALBlackstone Capital Partners in its investment in Visa Power Limited.___

Blackstone Capital Partners and Sithe Global in relation to their investment in SKS Power (Chhattisgarh) Limited.___Morgan Stanley Private Equity Asia in relation to its investment in Janalakshmi Financial Services Private Limited, a microfinance institution based in Bangalore. ___

Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation, and advising on the consolidation of all commercial office space projects of the RMZ group under one special purpose vehicle. ___

The D.E. Shaw Group on regulatory issues relating to investments in India as well as its exit from various investments including (i) Amar Ujala Publications Limited; (ii) International Amusement Limited; and (iii) Security & Intelligence Services (India) Limited.___

Goldman Sachs in relation to its investments in (i) Bharti Infratel; (ii) SpiceJet; (iii) Tejas Networks Limited; (iv) Times Innovative Media Limited; (v) Vatika Limited; (vi) Tikona Digital Networks Private Limited; and (vii) Sterling & Wilson Private Limited.

Page 13: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

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Page 14: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Aavishkaar Venture Management Services Private Limited in connection with setting up a fund company (Aavishkaar India II Company Limited) in Mauritius and capitalising this fund compa-ny for making downstream investments in commercially viable Indian companies engaged in social sectors.

FUND FORMATIONOntario Teachers Pension Plan on its India focused investment structures and as anchor investor in an Indian fund. ___

State General Reserve Fund of the Sultanate of Oman on the forma-tion of a venture capital fund in India in joint venture with the State Bank of India. ___

BCP Advisors Private Limited in connection with setting up of a fund – BIPEF II in Mauritius, for investments into various sectors in India.___

Horizon Realty Funds LLC in setting up an offshore fund for making FDI compliant investments in the real estate sector in India.___

Establishment and registration of IL&FS-Milestone Fund–I, a real estate focused venture capital fund promoted by IL&FS and Milestone Capital Advisors Private Limited. ___

JP Morgan on setting up a foreign venture capital fund in India.___

Blackstone on regulatory aspects of its fund structures relating to India, including registration with SEBI as a foreign venture capital investor.

Page 15: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

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They are highly client-oriented and go out of their way to accommodate challenging timelines and to ensure the client's interest is adequately protected.Chambers Asia-Pacific 2013

Page 16: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

Levi Strauss on marketing, distribution and competition law issues, including the standardisation of all their commercial contracts with franchisees, retailers, exporters and advertising agencies.___

Oyzterbay on establishing a retail chain for the sale and marketing of jewellery through commercial retail outlets across the country, including advice on investment issues, structuring, trade related aspects, foreign exchange regulations and general laws applicable to the conduct of the retail business in India.___

Mysoft on the development of a hotel in Bangalore, including advice on financing by foreign private equity players, entry of renowned international hotel chains into the Indian hospitality industry and regulatory aspects of establishing a hotel.___

APCO Worldwide on all aspects of setting up of its Indian operations including advising on FDI policy, company incorporation, corporate secretarial compliances, operational licenses and registrations (including registration under export promotion schemes where applicable), third party supply and service contracts and general day

GENERAL CORPORATE ADVICETelenor in the identification and finalization of Lakshdeep Investments & Finance Pvt. Ltd as the Indian partner for the Telenor Group's telecommunication operations in India which are to be conducted through Telewings Communications Services Private Limited.___

Indian School of Business, Hyderabad in relation to (i) a services agreement and a non-disclosure agreement with Accenture towards a joint effort between the two entities to build a management development program for managers at various levels; (ii) structuring its endowment chairs, research initiatives and collaborations with international entities; (iii) devising admission and related policies; and (iv) setting up its new campus in Mohali; as well as preparing employment, master services and commercial contracts, leases, licenses, on-campus franchises, F&B services, engineering services, data center services, AV design services and construction contracts.___

Sportsworld Group on setting up a wholly owned subsidiary in India to carry on the business of event management, celebrity representation and production of sports-based television content.

to day advice on a variety of issues arising under Indian company law, exchange control laws, etc.___

Avery Dennison on various matters including leasing of industrial space for manufacturing facilities, building related contracts, corporate law issues and compliances, setting up a manufacturing unit in an SEZ, foreign investment regulations and the law relating to corrupt practices.

Page 17: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

KEY CONTACTS

ANAND PRASADPartnerDelhiTel +91 11 4259 [email protected]

SRIDHAR GORTHIPartnerMumbaiTel +91 22 4079 [email protected]

RAHUL MATTHANPartnerBangaloreTel +91 80 4343 [email protected]

KARAN SINGHPartnerMumbaiTel +91 22 4079 [email protected]

AMIT TAMBEPartnerMumbaiTel +91 22 4079 [email protected]

NISHANT PARIKHPartnerMumbaiTel +91 22 4079 [email protected]

Page 18: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

CHARANDEEP KAURPartnerDelhiTel +91 11 4259 [email protected]

ASHWYN MISRAPartnerMumbaiTel +91 22 4079 [email protected]

KOSTURI GHOSHPartnerBangaloreTel +91 80 4343 [email protected]

HARSH PAISPartnerDelhiTel +91 11 4259 [email protected]

PAVAN KUMARPartnerHyderabadTel +91 40 2355 [email protected]

DELANO FURTADOPartnerMumbaiTel +91 22 4079 [email protected]

YOGESH SINGHPartnerDelhiTel +91 11 4259 [email protected]

Page 19: OUR CORPORATE PRACTICE · 2015-02-26 · institution based in Bangalore. ___ Barings Private Equity India on its investment in the commercial real estate wing of RMZ Corporation,

TrilegalDELHIA-38, Kailash ColonyNew Delhi 110 048 IndiaT +91 11 4163 9393

BANGALORE The Residency7th Floor, 133/1, Residency RoadBangalore 560 025 India T +91 80 4343 4646

MUMBAIOne Indiabulls Centre14th Floor, Tower OneElphinstone RoadMumbai 400 013 IndiaT +91 22 4079 1000

HYDERABADJubilee Square4th Floor, Road No. 36Jubilee HillsHyderabad 500 033 IndiaT +91 40 2355 6781