ABACUS LEGAL GROUP Advocates Office at: R-116, Ground Floor Greater Kailash Part I New Delhi 110 048 Tel: 91-11-41633366, 41633365, 41633364 Fax: 91-11-41635401 e-mail: [email protected] [email protected] Website: www.abacuslegalgroup.net Member www.globalaw.net CORRESPONDENT LAW FIRMS THROUGHOUT INDIA AND WORLDWIDE Page 2 of 21 ABACUS LEGAL GROUP ABOUT US Abacus Legal Group (ALG), a full service law firm, has been in existence and active practice since 1992 and is regarded as one of the prominent law firms in India, with a strong institutional commitment to the highest quality legal work. The Firm’s uniqueness derives its strength from its continued dedication to the highest professional standards, the breadth of practice and its approach to the training of associates in the legal skills necessary for result oriented and effective representation of ever demanding clients, and the recognized expertise of its attorneys. OUR FOCUS The Firm’s focus is upon accessibility of its lawyers to clients at all material times, speed and accuracy of response, legal acumen, experience and the necessary skills to service the clients’ requirements in a cost effective manner. Each client has access to a partner who has continuing responsibility for that client’s business. This partner may call on a substantial base of expertise from virtually every area of law, directing aspects of the client’s work to specialists within the Firm, while remaining the principal point of contact with ultimate oversight of everything performed for and on behalf of that client. The Firm attends to its clients’ needs with absolute professional integrity, dedicated to the highest level of legal craftsmanship. The Firm’s orientation is towards giving a practical approach to all legal problems, opportunities and transactions, and places a special emphasis upon understanding client’s business interests and commercial climate in which they operate. The Firm seeks approaches and solutions that are creative, positive and realistic, designed to achieve clients’ business objectives. To deliver in the above manner, the Firm has a team of bright, creative lawyers with a continued focus on hard work and a dedicated pursuit of excellence. These lawyers work in the most exciting and rewarding professional atmosphere in the country as provided by the Firm. CREATING A PERSONAL RELATIONSHIP Personal relationships, we believe, are the foundation of sound legal counsel. Our lawyers have the ability to develop a good lawyer-client relationship to generate ample confidence and faith of the client in them. The Firm’s enduring client focus led us to organize around Industry Groups in addition to the usual legal practice area groups. These Industry Groups cut across practice areas and legal specialties, and reflect our Firm’s long-held belief, borne out by experience, that the practice of law is more about helping clients than anything else. Member www.globalaw.net Page 3 of 21 OUR PARTNERS AND ASSOCIATES Our main partners are lawyers with immense creativity, possessing an ocean of knowledge and tremendous ability in solving the most complex problems with ease. Dr. Akshoy Rekhi, is one of the founding partners of the Firm and heads the Corporate Division. He is LLM and JD from Harvard Law School (US) and has over 25 years of experience in the legal field. He has assisted in the setting up of many subsidiaries of foreign companies in India. He has done a number of joint ventures, mergers and acquisitions, anti dumping, drafting of agreement in the field of Information Technology, Insurance, Telecommunications, Asset Management, licensing, franchising, energy, infrastructure, financial services and advising on regulatory and policy framework. He has been advising big corporate houses in India and multinational companies (MNC) on corporate restructuring and assisting in negotiating in business alliances. He is actively instrumental in advising various State Governments, local bodies etc. in setting up infrastructure projects in multifarious sectors on Public Private Partnership (PPP) basis in their respective jurisdictions all over India. Mr. S.K. Nair, Partner, Abacus Legal Group, is a Chartered Accountant, with over 20 years of experience in the field of statutory audit, internal and management audit, tax planning and management, project finance and management, merchant banking and corporate planning and compliances. During his professional career he has worked in key senior positions with companies like Flistex Magnetics Limited, Equitorial Securities Limited, Indo Gulf Industries Limited and Travancore Securities Ltd. He has managed over 40 IPOs and innumerable large volume debt raising and syndication and private placement of equities and debts in Indian as well as overseas market. During his long association with Abacus Legal Group since 1999 he has advised various multinational clients for their India Investment Strategies with special focus on capital market, provided strong legal direction in statutory compliances (Direct taxes, Indirect taxes, STPI, FEMA & Secretarial matters), Inbound & Outbound tax management, Transfer pricing, Sarbanes Oxley Act, Finalising of agreements for outsourcing of business process, Software licensing, consulting, alliances and related contracts. He has intensive experience in all aspects of Finance and Accounts as per US GAAP and Indian standards, treasury operations, receivable management, investment management, funds raising (Loans & IPO), MIS, variance control and audits, budgeting & costing and pricing at the global level. As transaction advisor, he has been assisting various State Governments and their local bodies in the financing structuring and ascertaining financing viability of the projects on PPP basis. Ms. Radhika Singh, the Managing Partner and the other equity partner of the Firm has done her LL.B as well as M.B.A. with specialization in Human Resource. She has been actively associated with handling of the corporate assignments of the Firm since 1999. She has also been hired by companies for conducting company due diligence and Member www.globalaw.net Page 4 of 21 background checks of individuals being hired by foreign companies. Supervising immigration compliances/formalities is another area which she is handling which involves overseeing coordinating with various VFS offices in India, collating all the documents required to be submitted to the VFS office(s), arranging meetings of the applicants at the VFS office, making visa application fee at the authorised channels for fee collection etc. Ms. Sindhu Shree, is a Partner at Abacus Legal Group and has been associated with the Firm since 2005. An alumni of Delhi University, she started her career with litigation practice and over a period of time shifted her focus to corporate work. She has been actively involved in serving Firm’s corporate clients, both in India and abroad. She has undertaken various assignments in the Firm in order to serve its clients for takeovers, setting up ventures in India, getting various licenses and permissions etc for and on behalf of the clients. She is handling various assignments of the Firm in the Public Private Partnership (PPP) sector in various different parts of the country by way of advising the authorities in selection of a suitable partner for the PPP projects. The Firm has a team of very talented, bright, hard working, and result oriented associates. They are recognized for their integrity and dedication to the highest level of professionalism. While we are proud of their personal achievements and professional contributions, our collective focus is always on providing legal services of superior quality and exceptional value in a manner that places the client first on the priority list. The expertise of the Firm’s attorneys across a broad spectrum of law is reflected in the diversity of the clients they have represented, which include numerous Indian and multinational “blue chip” corporations, joint venture entities, public sector enterprises, government agencies and foreign governments, commercial and investment banking institutions, individuals and partnerships. Much of the Firm’s work is at the “cutting edge” of Indian business and law, and the Firm’s international work permeates virtually all areas of practice. Member www.globalaw.net Page 5 of 21 FIRM’S AREA OF PRACTICE ALG is organized into the following substantive practice areas with a broad experience in terms of its long clientele list which it has served/is serving : 1. Acquisition and Mergers 2. Background Investigation 3. Banking, Insurance & Securities laws 4. Corporate Law, Capital Markets, Due Diligence, Contracts, Employment, Labor & Industrial disputes 5. Energy and Telecommunications 6. Foreign investments, International finance 7. Information Technology 8. Infrastructure 9. Intellectual Property 10. Labour Laws 11. Litigation & Arbitration 12. Power Sector 13. Project financing 14. Real Estate and Construction 15. Shipping & Maritime Law 16. Taxation and International Tax Planning This specialty structure allows the Firm to deal effectively with the needs of the clients, and to provide the sophisticated legal counselling they require. There is, of course, a significant degree of interaction and overlap among the activities within the departments, which allows the Firm to offer all of the advantages available from both generalists and specialized practitioners. Each of our practice groups has the same approach: simple, direct and uncompromising pursuit of solutions and results for our clients. ALG is also home to a number of its members who are actively engaged in writing and lecturing on a variety of current legal issues sharing their knowledge and experience on bigger platforms. ALG has gained a reputation of being one of the very competent law firms with expertise in different fields of law. There are only a few elite corporate law firms in India; Abacus Legal Group is one of them and we are proud of our reputation. Member www.globalaw.net Page 6 of 21 FIRM’S CAPABILITIES ACQUISITIONS AND MERGERS Abacus Legal Group has advised and acted for several clients in relation to mergers and acquisitions in general and also acquisition of assets and employees of another company over the past years. On account of our strong client base amongst IT companies where employees are the biggest asset, we have considerable experience in handling transfer of employees from one company to the other along with asset purchase, novation and transfer of other rights such as leasehold rights and service provider contracts. The key to negotiating successfully in relation to mergers and acquisition is knowledge superiority and facts obtained on the target company through conducting appropriate due diligence. Our advice to our clients has been to know as much as one can about the target company. We have over the years advised and assisted our clients in mergers and acquisitions by  Conducting due diligence  Negotiating on behalf of our clients  Drafting and formalizing various agreements such as Asset Purchase Agreements, Employment Agreements, Letter of Intent, Loan agreements, agreement for pledge of Shares, provisions for confidentiality and protection of propriety information, agreements for transfer and protection of Intellectual Property Rights.  Obtaining requisite licenses, permits and approvals from various government authorities like the Reserve Bank of India, Ministry of Finance, Insurance Regulatory Development Authority of India, Department of Company Law Affairs, Ministry of Law and other concerned Ministries.  Bonding and debonding of Premises with the Custom Authorities and advising on reducing the tax liability in relation to the transaction.  Advising on the appropriate legal strategy and completion of the transaction. Member www.globalaw.net Page 7 of 21 BACKGROUND INVESTIGATIONS Abacus Legal Group has conducted several background investigations for several of its clients. The investigations undertaken are tailored to suit the client’s specific requirement helping them to make informed decisions. We have undertaken and conducted corporate as well as individual background investigations, which includes:  Criminal Background Checks  Civil as well as Criminal suits for Individuals as well as for Corporates  Address and Date of Birth verification for individuals  Company Due Diligence including company filings with Ministry of Corporate Affairs, India  Financial checks which includes evaluation of current Assets and Liabilities of a company  Online and Social Media Profiling  Corporate Registration Verification with SEBI and other regulatory bodies Member www.globalaw.net Page 8 of 21 INFORMATION TECHNOLOGY India as the world knows today has become a hub for foreign corporations and entrepreneurs in various business areas including information technology. Our Firm has advised and assisted its clients who were here to set up their offices in the field of information technology. We have assisted and advised our Clients by:  Setting up 100% wholly owned subsidiaries for companies providing services such as research, technical and software support and development of software for the parent company.  Advising on company formation, due diligence, corporate structuring and company laws, foreign exchange regulations, negotiations and drafting of lease agreements for office premises.  Seeking approvals from various Government Departments including the Registrar of Companies, complying with the norms of Software Technologies Parks of India (STPI) and registering with various authorities.  Drafting of agreements such as between the parent company and the subsidiary, with buy back arrangements, drafting documents related to lease agreements and with architects for renovation of office buildings. Also preparing documentation for part sale of the company assets, along with transfer of employees to another foreign-owned company in India  Participating in negotiations for sale of assets, along with transfer of employees. Providing legal opinion on regulatory frame work governing policy on software technology, advising on Government of India consents and approvals  Strategizing the investments, structuring the transactions to be implemented in India, conducting due diligence on relevant Indian joint venture partners  Advising on various methods of funding available for projects, research on policy changes regarding bandwidth availability, setting up of independent gateway, and advising on policy regulations of the Government of India in relation to the telecom sector and sectoral equity caps.  Advising for providing on-line testing services for various examinations in other countries, including software skill tests in several cities in India. Negotiating contracts and advising on foreign exchange regulations and methods for remittance of fees paid for by students in India to parent company, and advising on foreign exchange regulations, and other regulatory approvals Member www.globalaw.net Page 9 of 21  Advising clients interested in internet trading and stock broking activities in India. Advising on policies on Non-Banking Finance companies (NBFC’s) and FDI by venture capital undertaking, and conducting of future venture capital activities by the joint venture Company in India.  Advising Clients interested in software training and development including drafting of Distributorship Agreement for practical peripheral products, including advice on third party claims, indemnities, exclusivity and non-circumvention by distributor, and damages payable in India, including liquidated damages under the Indian Contract Act, 1872. Advising on applying for registration of trademarks under the Trade and Merchandise Marks Act, 1958.  Advising Clients on taxation, tax planning, current IT policy of the Government of India and incentives offered by the Government to the IT companies.  Advising Clients, interested in establishing of local Broadcasting Company, about Government of India’s policy on FDI in Cable and Satellite, advising on taxation, establishment of broadcasting companies, corporate structuring and guidelines.  Advising Clients in the Software industry regarding conflict of laws, intellectual property rights and offshore arbitration.  Advising Clients on setting up of a manufacturing, marketing and selling data over voice multiplexers (DOV) and internet service provider (ISP) and other value added network services including negotiation and drafting of transfer of technology agreement, advising on patent rights and other intellectual property rights, confidentiality agreement and joint venture agreement.  Advising foreign Clients on the transfer of technology to a company in India for the manufacture of telecom equipment, including subscriber’s equipment, electrical apparatus for on-line telephony and telegraphy, carrier current line systems, printed circuits, electronic integrated circuits and micro assembly.  Advising Clients on proposed joint venture with an Indian telecom company by way of investment in shares, advice on stock purchase and shareholders agreement with the Indian joint venture partner, including advice on corporate structuring, government approvals and amendment of Articles of Association and advice on various provisions of the Companies Act, 1956, benefits of setting up a company in Mauritius as investment vehicle and related tax aspects.  Advising Indian software development companies on agreement for marketing tie-ups, investor agreement including various employment contracts, loan agreements, indemnities, agreement for purchase, and protection of intellectual Member www.globalaw.net Page 10 of 21 property rights and provisions for confidentiality and protection of proprietary information.  Advising Indian software development companies with respect to employee retention and performance compensation plan, drafting employment agreements, catering for stock options, deferred compensation plan, drafting of non-compete, non-disclosure provisions, bonds, agreement for consultants and drafting of severance packages agreement for employees.  Advising clients establishing 100% wholly owned subsidiary in India and assisting the clients in getting various permissions and registrations from Department of Telecommunications (DOT), STPI, Excise & Customs Department for Custom Bonding, VSNL for obtaining dedicated international leased lines, various labor welfare legislations (Central and State), and negotiations for lease, employer-employee agreements, drafting of employee service rules and guidebook in accordance with local laws. Further, advising the clients on negotiations and drafting of asset and employee purchase agreement, HR services agreement, Data Privacy Agreement, and subcontracting agreements. Member www.globalaw.net