ACCESSIBLE I RESPONSIVE I ADAPTABLE

MUMBAI | BENGALURU

overviewARA LAW is a dynamic firstgeneration law firm that is known forits creative and agile thinking,commitment to its clients and theability to provide sound andinnovative solutions to the mostcomplex business challenges. Situatedin India’s commercial capital, Mumbai,and IT capital Bengaluru, ARA LAWbelieves in forging sturdy and long-term relationships with its clients. Webelieve in team-based work becausewe know that the only way we cansecure our clients business interestsis by leveraging the expertise of theentire firm to achieve a desiredresult. We want to win and we wantto ensure that we always exceed theexpectations of our clients.The Firm has a domestic andmultinational client base thatincludes government and publicauthorities, commercial banks,financial institutions, Fortune 500companies, equity and venturecapital funds across a range ofsectors, including Pharmaceutical,Infrastructure, Telecom, Media, IT,Insurance, Mutual Fund and Banking.Our commitment to our client needshas helped us maintain long termrelationships with them and hasbrought us recognition ininternational publications for being aleading and reliable law firm in Indiain its core areas of practice.

ARA LAW is guided by five corevalues – (a) Accountability (b) Adaptability (c) Collaboration (d) Commitment to excellence (e) Desire to succeed.

ACCOUNTABILITYWe expect every member of the Firm to be accountable toour clients as much as they are to the Firm as a whole. Webelieve that the reputation of the Firm is intertwined withthe service we provide to our clients and we ensure that theinterests of our clients always come first.

ADAPTABILITYWe believe we must be flexible and creative in our approachso that our clients always get the most commercially viablesolution to their business challenges. We must be adaptablewith time so that we are available at all times to our clients.Changing laws, regulations and rules throw up constantchallenges. We believe we must be nimble and agile as ateam to embrace the change and find the most practical andcommercially viable solution our clients’ needs.

COLLABORATIONCollaboration and team work are essential to the success ofour Firm, We believe very strongly that our clients are ourteam members and that their opinions and concerns arecrucial to addressing their issues. We abhor silos. We believein creating teams for every transaction or deal that we areworking on, by leveraging the expertise from everydepartment within the Firm.

COMMITMENT TO EXCELLENCEWe only recruit the best and we do not stop investing in ourpeople, because we believe that while our clients deservethe best, our own people do as well. We have our ear to theground so that our advice pre-empts the constant changes inthe law as well the socio-economic changes that could have abearing on the client’s business. We work hard to strengthenour sphere of influence so that our clients have access tolocal insights and knowledge. We make sure that the teamwe create for specific deals is ideal for the matter at hand.No deal or transaction goes by without the direct supervisionof a partner. Every key document is vetted by a partner.

DESIRE TO SUCCEEDThe range of clients that we have developed over the pasttwo decades is testament to our desire to succeed. Wesucceed when we craft a deal or work around a transactionthat not only brings immediate commercial results to ourclient but has a long lasting impact. We succeed when areable to create a team that specifically meets the demands ofour clients. And most important of all, we succeed when weforge a strong bond of trust with our clients.

� PRIVATE EQUITY & VENTURE CAPITAL� MERGERS & ACQUISITIONS� INVESTMENT FUNDS� REAL ESTATE� BANKING & FINANCE� CAPITAL MARKETS

practice areas

PRIVATE EQUITY &VENTURE CAPITAL

OverviewSince its inception, ARA LAW has beenat the forefront of the Private Equityand Venture Capital (“PE & VC”) spacein India with expertise in investmentplanning, structuring and executionand exit strategies, Our lawyersunderstand the nuances of the mostsophisticated PE & VC deals and adviceclients on structuring of funds, legalrequirements in investmentjurisdictions, and flexible options formaximizing fund-raising opportunities.We keep abreast of the constantlychanging and complex regulatoryregime and other issues that apply totypical PE & VC deals. For very dealon the table, the team reaches out tospecialists within the Firm, such asbanking and finance, to ensure that ourclients are barricaded from everypossible risk and their commercialinterests strengthened.

Our CapabilitiesPE & VC InvestmentsStructuring, documentation, execution andcompletion of transactions and regulatorycompliances.

Cross-border transactionsStructuring and compliances under ForeignExchange Control laws, tax laws, securities lawsin coordination with local offshore lawyers.

Taking privateAll aspects of taking private including keystrategic considerations, fiduciary duty issues,procedural safeguards, compliances, completionof the takeover process, regulatory filings,delisting, insider trading and requireddisclosures.

Mezzanine capitalMezzanine capital financing, debt-equitystructuring issues, risk management, regulatorycompliances under foreign exchange laws, SEBIregulations and ECB regulations.

ExitsExits from investments, whether by qualifiedIPO or strategic sale or Promoter & CompanyBuybacks or drag along.

Corporate and commercial issuesCorporate and commercial issues relating toPrivate Equity & Venture Capital transactionssuch as issuance of ESOPS, compliances underCompanies Act, corporate governance issues,secretarial compliances and regulatorycompliances.

MERGERS &ACQUISITIONS

OverviewIn a market that is highlycompetitive, ARA LAW’S M&Ateam stands out for its acumen,transactional strategies and itsability to pre-empt potentialregulatory and bureaucraticbottlenecks so that its clients’strategic and commercialinterests are always protected.With over two decades of richexperience in all aspects of M&A,our clients span the entire gamutof businesses, both internationaland domestic. They includebuying and selling companies,investment banks and otherfinancial institutions, governmentand public sector bodies,domestic and internationalinvestors, entrepreneurs,sovereign wealth funds, privateequity and hedge funds. Thisdiverse client base is reflectiveof our deep technical andsectoral knowledge of the marketand its complexities. It allows usto quickly identify the contoursof a deal and to put together amulti-disciplinary team to craft acost effective strategy that webelieve will best advance ourclient’s business interests.

Our CapabilitiesCross Border AcquisitionsStructuring, regulatory compliances under ForeignExchange laws and tax laws in conjunction with locallawyers and law firms in various jurisdictions.

Demergers, Business & Assets SaleStructuring, regulatory and legal compliances oftransactions involving the demerger of a unit(including the court approval process) and/or sale ofassets and/or business divisions by undertakings andspin-off transactions.

Joint Ventures & Foreign CollaborationsSetting up joint ventures and collaborations indiverse industries keeping in mind industry specifics,regulatory requirements and business goals.

AmalgamationsForging strategic mergers and amalgamations ofentities by formulating schemes and assisting rightthrough to the implementation of the scheme.

Hostile Takeovers and Tender offersAssessing vulnerability to unsolicited takeovers,procedural and structural defensive strategies againsthostile tender offers, insider trading issues, requireddisclosures and compliances with applicable laws ontakeover regime.

Leveraged buyoutsDeveloping and structuring buyout structures,financing and debt issues, exit strategies and othercompliances under foreign exchange laws, CompaniesAct, ECB regulations, SEBI AIF regulations and listingrequirements.

Taking privateAdvising on all aspects of taking private includingkey strategic considerations, fiduciary duty issues,procedural safeguards, compliances, completion ofthe takeover process, regulatory filings, delisting andrequired disclosures.

Activist investor defenseCrafting strategies to protect against activistshareholders and planning for shareholder focus onannual meeting matters, ranging from boardstructures and governance to executivecompensation.

Anti-trust issuesAdvising on competition law perspectives in M&Atransactions, including compliances undercompetition laws, abuse of dominant position,merger control regulations, cartels, and anti-trustinvestigations.

Our CapabilitiesAlternative Investment FundsStructuring and formation of all types of alternativeinvestment funds including documentation,providing integrated legal and tax solutions andregistration with SEBI and other offshorejurisdictions to:• Debt funds • Hedge Funds• Private Equity Funds • Social Venture Funds• Venture Capital Funds • SME Funds• Fund of funds • Art Funds• Angel funds • Film Funds• Mezzanine Funds • Infrastructure Funds• Health Funds • Other industry/sector funds

REITs & INVITsFormation and registration of real estate investmenttrusts (REITs) and Infrastructure investment trustsand related legal and regulatory issues

Mutual FundsFormation and registration of mutual funds,portfolio management services and collectiveinvestment schemes and related legal andregulatory issues

Carry StructuringCarry structuring, including formation of employeebenefit trusts

SolicitationMarketing, Solicitation and Selling restrictions

Regulatory CompliancesCompliances with legal frameworks such as the SEBIInvestment Advisers, SEBI Alternative InvestmentFunds, European Union Directives on AlternativeInvestment Fund Managers (AIFMD), the UnitedStates Foreign Accounting Tax Compliance Act(FATCA) and other international pacts

INVESTMENT FUNDS

OverviewOur team at ARA LAW isrecognized for its trustworthylegal guidance and broad-basedexperience relating to all aspectsof investment funds and assetmanagement activities, includingassessing risks and navigating thelegal and regulatory labyrinth. Ourexperience with a broad spectrumof industry gives us the advantageof staying current in aninvestment environment that is sodynamic.

Our clients include major domesticand international institutionalinvestors, financial institutions,sponsors, investment managers (ofvaried fund sizes and investmentstrategies), fund administrators,trustees, sovereign wealth funds,pension funds, charitableorganizations and family officeson the formation of close andopen ended fund vehicles.

Our advice covers legal andregulatory matters relating toalternative investment funds,mutual funds, collectiveinvestment schemes, Real EstateInvestment Trusts (REITs) andInfrastructure Investment Trusts(InViTs). We service India-focusedfunds operating from multiplejurisdictions in coordination withoffshore local counsel andadministrators. Our InvestmentFund lawyers have a uniqueinsight and a 360 degreeperspective of prevalent markettrends with the ability to zero inon key issues.

REAL ESTATE

OverviewARA LAW’s real estate practice has grownas rapidly as this sector has developed inIndia and is now a key focus area for itsteam of senior lawyers. As with mostsectors in a newly opened up economy, itis crucial that lawyers stay updated onthe legal and regulatory developmentsrelated to their areas of specialization.This is something that our Real Estatespecialists take very seriously, given theconstant changes in regulations in thissector. For it is this, combined with abalanced and realistic perspective of theissues at hand, financial expertise, ourmultilingual capabilities and a solidnetwork of local partners across thecountry, that ensures that our clientsalways have a steady guiding handthrough all of their real estate needs,whether connected to a commercialtransaction or specific property deals.Our team is nimble and surefooted, withthe ability to navigate the regulatorylabyrinth and the local laws withoutlosing sight of the commercials.

We have advised a wide range offinancial institutions, commercial banks,corporations, property owners, realestate fund managers, domesticalternative investment funds, real estatedevelopers and foreign and domesticinvestors on all aspects of real estatetransactions. Our practice covers theentire span of real estate deals, fromacquisition and development to leasingand sale of residential, commercial andindustrial projects and special economiczones.

Our CapabilitiesTitle InvestigationTitle search and investigation on all typesof property situated across India incoordination with local lawyers.

Acquisitions, Sales & ExchangesAcquisition and disposition of all types ofreal estate, including residential,commercial, industrial and propertiessituated in special economic zones.

Project DevelopmentDevelopment, Joint Development,Redevelopment and Slum Rehabilitationprojects including Operation &Management Contracts and relateddocuments.

FinancingRaising finances from banks, lenders,domestic and offshore investors for thedevelopment of property and the creationof security.

Real Estate Investment TrustsInvestments by domestic as well asoffshore Investors in REITs, includingadvising on SEBI regulations and exchangecontrol regulations.

Land Use and Zoning RegulationsAssisting in land use matters, sub-division,planning and zoning regulations incoordination with local lawyers.

Regulatory Compliances & ApprovalsRegulatory compliances and approvalsunder complex state and central propertylaws, including pertaining to the formationof condominiums and societies.

Leases, Leave & LicensesLease Deeds, Leave & Licence Agreements,etc., relating to residential, commercial andindustrial properties.

Stamp Duty & RegistrationApplicability and computation of stampduty and assisting in registration ofproperty documents in coordination withlocal lawyers.

BANKING & FINANCE

OverviewARA LAW’s Banking & Finance team hashad the unique opportunity of workingseamlessly across all of the Firm’sspecialist groups and deals that the Firmhas advised on. Given the range of clientsand the broad spectrum of corporatecommercial work that we handle, this hasmeant that our Banking and Finance hashad unparalleled experience in all mannerof corporate transactions involvinginternational and domestic market leaders.This has also meant that the team hasstayed on top of all the sweeping changesin domestic financial regulations while atthe same time, understanding potentialconflict and compliance issues in theinternational context. And where a bank ora financial institution has been a client,ARA LAW has been able to effortlesslycreate a bench of relevant specialists fromamong its other areas of specialism toensure that the client receives advise thatensures they stay ahead of thecompetition.

ARA LAW has over the last two decadesdeveloped a knowledge-backed practicaland common sense approach to complexbanking and finance transactions coveringa wide spectrum of financial products,including project finance, syndicatedlending and structured products. Weregularly advise public and private sectorbanks, non-banking financial companiesand financial institutions on domestic andcross border transactions. And in all thesematters, we always take our clients onboard as an important member of our teamto ensure that their commercial objectivesare met within stipulated transactionaltimelines. It is for this reason that we havebeen recognized for our “to the pointcommercially viable advice” – advice thatis innovative and rich with the knowledgeof the team’s varied experience.

Our CapabilitiesDebt InstrumentsStructuring and documentation in relation issuance oflisted/unlisted/secured/unsecured non-convertible debentures;tax saving/deep discount bonds, masala bonds; money marketinstruments such as treasury bills, commercial bills,commercial papers, certificate of deposits, inter corporatedeposits, banker’s acceptance, repurchase agreements andother short term securities.

Project FinanceStructuring and documentation in relation to setting up ofpower projects and greenfield plants; construction financings;refinancing of existing rupee facilities, security creation andperfection for project securities; term loan facilities; inter-creditor issues; restructuring of working capital debt;concession agreements and bid documentation for selection ofconcessionaire; transmission agreements; operation andmaintenance arrangements; procurement and maintenancearrangements; production sharing arrangements; Engineering,Procurement and Construction arrangements; BOOT modelbased projects; off-take arrangements.

Structured FinanceStructuring, due diligence and documentation in relation to acompany’s debt obligations under the corporate debtrestructuring forum; restructuring debt portfolios; sale ofhomogeneous illiquid assets to multiple buyers by way ofpooling and issuance of pass through certificates backed byreceivables and cash flows; restructuring stressed and non-performing assets; restructuring of foreign debt includingforeign currency convertible bonds; acquisition of stressedfinancial under SARFAESI, 2002; CDR Cell guided debtrestructuring; securitisation of asset backed securities andmortgage backed securities.

Acquisition FinanceStructuring and documentation in relation to foreign currencyterm loan facilities in connection with overseas acquisitions;foreign bridge loan facilities; leveraged buyouts; (d) acquisitionof majority shareholding interests in targets; refinancingtransactions.

Syndicated Loans and External Commercial BorrowingsStructuring and documentation in relation to cross borderleveraged recapitalization transactions; bridge financing andsubsequent long term refinancing in relation to purchase ofassets; financing for onward financing of infrastructureprojects; multi-tranche dual currency syndicated term loanfacilities; debt cum equity financing for new projects; dollardenominated term loan facilities from overseas banks

CAPITAL MARKETS

OverviewFluctuating financial markets andchanging regulatory conditions are apart of the course in an emergingeconomy. ARA LAW’s capital marketslawyers always have their ear to theground and bring to the table a deepunderstanding of not just their area ofspecialization, but also of the politicaland economic landscape as well as theability to forecast policy directions thatcould have a bearing on their client’sbusiness.

ARA LAW regularly advises issuers,issue managers, underwriters,institutional investors, brokers,investment funds, listed companies andmerchant bankers on domestic andinternational capital markettransactions across a wide range ofsectors on recognised stock exchangesin India and abroad. Our clients and ourprofessional peers recognize us for ourdexterity in navigating a complexmarket and regulatory environment toefficiently advise clients on all types ofcapital market transactions includinginitial public offerings, debt offering,foreign currency and convertible bonds.

Our CapabilitiesEquity OfferingsStructuring, conducting legal due diligence,preparation and filing of stock exchangecommunications, review of publicitymaterial and transaction documentation forInitial Public Offerings and listing onrecognised stock exchanges in India andabroad, Follow-on Public Offers, RightsIssues , Institutional PlacementProgrammes, Offer for Sale on the stockexchanges and other secondary marketissuances; Qualified InstitutionalPlacements, Depository Receipts Issuances,along with advising on Takeovers/Tenderoffer/competitive offers and Buy-Back &Delisting of Securities, Continuing listingrequirements, Corporate Disclosures andCorporate Governance issues.

Debt OfferingsStructuring, conducting legal due diligenceand documentation of all types of domesticand international debt offerings includingpublic issuance of non-convertibledebentures; private placement of non-convertible debentures on the WholesaleDebt Market of the stock exchanges,issuance of commercial papers, foreigncurrency convertible bonds and mediumterm notes.

Derivative TransactionsStructuring, documentation and negotiationof complex derivatives transactionsinvolving single or multiple jurisdictions inthe areas of credit, equity, commodity withstructures ranging from vanilla swaps,forwards and options to sophisticatedhybrid securities and related credit andcollateral issues.

Trust ListingsStructuring, documentation and negotiationof trust listing transactions such as realestate investment trusts, infrastructureinvestment trusts and business trusts onthe Indian and overseas stock exchanges.

PARTNER OVERSIGHTNo transaction iscomplete and nodocument leaves thefirm without the scrutinyof a Partner. Every clientreceives thepersonalized attention ofa Partner and everytransaction or deal thatthe Firm works on willbear the signature of aPartner.

WE ARE ACCOUNTABLEAs a Firm, we holdourselves accountable toour clients as well to ourvery own core values.We are a client-centricfirm that firmly believesthat our clients alwayscome first

TIME IS OF THE ESSENCEWe understand that timeis of the essence inevery deal ortransaction. We workwithin very stricttimelines while at thesame time ensuring thatour high standards ofquality are always met.

REPUTATIONOur reputation foralways providingoutstanding work to ourclients is very importantto us. We have workedhard over the last twodecades to establish areputation among ourpeers and our clients forproviding high qualitywork that is costeffective andcommercially viable bothwithin the short and longterm.

COLLABORATIONWe believe incollaborating within ourdepartments to ensurethat we always provideour clients a bespoketeam that leverages therelevant specialisms ofthe Firm. We considerour clients importantteam members andalways ensure that thattheir views and concernsare taken on boardbefore any strategy isdrawn up for them.

WE UNDERSTAND THECOMMERCIALIMPERATIVEOur reputation amongour clients for providinghigh quality work stemsfrom the expertise of ourlawyers, who combinebusiness acumen, aninstinctive feel for themarket with their in-depth knowledge of thelaw. The solutions weprovide to our clientswill always further theircommercial objectives,while providing them thefull protection of the law.

ARA LAW has set itself a few guiding principles that differentiate it from its peers:

our key differentiators

our team and its valuesOur clients recognize our commitment to providing exemplary service and finding innovativesolutions. Our reputation and good will in the industry has helped us liaise easily with a widenetwork of local counsel in multiple jurisdictions for fundraising deployment and closing ofinvestments typical to this area of practice. We are collaborative in our approach. Our advice andsolutions are designed to work in harmony with client's business objectives and strategic plans.

Our impeccable record over the past two decades has been built on empathy with our clients andthe attention to detail provided to every transaction by the Firm’s partners. We are recognized forproviding quality service within very stringent timelines as well as for our agility in straddlingbusiness knowledge with our expertise in law.

*Our representative list of deals and list of the team members are available on request.

MUMBAIThe Capital, 1001 C, B Wing,Bandra Kurla Complex,Bandra (East) Mumbai – 400 051IndiaTel : (+91 22) 6619 9800Fax : (+91 22) 6619 9899

BENGALURU237, Sumitra, 2’C – Cross,1st Main, II Stage, Domlur, Bengaluru – 560 001Karnataka, IndiaTel : (+91 80) 4123 9800Tel : (+91 80) 2222 9801Fax : (+91 80) 2222 9801

WEBSITEwww.aralaw.com