King Stubb & Kasiva Advocates & Attorneys

DELHI MUMBAI CHENNAI BANGALORE

FIRM PROFILE

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King Stubb & Kasiva is a full service national law firm with full service offices in New Delhi, Mumbai, Bangalore and Chennai. KSK has alliances with associate lawyers in more than 24 States in India. We also a huge informal network of International law firms across 37 countries. This network of alliances gives the benefit to the clients of a single window service provider, to deal with all kind of matters across the country under one umbrella. Our areas of practice include Antitrust & Competition, M&A / Private Equity, Corporate & Commercial, Regulatory, FDI, Employment, Anti-dumping and International Trade & WTO, , Corporate Restructuring & Insolvency and Intellectual Property. Some of the sectors we assist in are Aerospace & Defence, Banking & Finance, Healthcare, Food & Drug, Infrastructure & Energy, IT, Outsourcing, Media & Broadcasting, Real Estate, Telecommunication. The firm represents a large number of business houses across the country multinational corporations, banking & financial institutions, public sector undertakings, various ministries and state and central government authorities. APPROACH We don't just provide legal expertise, we take a position and provide commercially savvy advice – we partner with our clients to deliver the best business solutions. We do this by knowing their industries, the trends and issues, and their competitors. Our services are not limited to merely providing legal expertise. By clearly analyzing and understanding the various trends affecting the market in which our clients and their competitors operate, we partner with our clients to deliver not only commercially savvy but the most pragmatic business solutions. PRACTICE AREAS Our practice groups are focused on ensuring a high level of information sharing throughout the firm, through which we can leverage a broad range of skills and experience. These practice groups also ensure that trends in key industry sectors are monitored – helping our people to continually grow and maintain their expertise. Our practice groups works very closely with our client and ensure that a personal contact with the Client is maintained at the senior level. A partner or a senior associate is directly responsible for the firm's relationship with each client. They ensure that all work is done efficiently and to the most exacting standards by the most relevant and skilled advisers.

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Practice Area

Anti-dumping, International Trade & WTO

Anti-trust & Competition

Capital Markets & Securities Law

Corporate & Commercial/ FDI

Corporate Restructuring & Insolvency

Dispute Resolution & Arbitration

Employment Energy

Infrastructure & Project Finance

IP & Information Technology

JV, M&A / Private Equity

Regulatory

Taxation

Sectors

Real Estate

Aerospace & Defence

Banking & Finance

Entertainment, Media & Broadcasting

Pharmaceuticals, Food & Drug

Infrastructure & Energy

Insurance

Real Estate

Telecommunication

IT, E- Commerce and Outsourcing

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ANTI-DUMPING, INTERNATIONAL TRADE AND WTO

The team represents legitimate commercial interests of foreign exporters, importers (within the Indian industry) as well as the consumers at large from the stage of initiation of investigation to the finalization of the proceedings before the administrative and quasi- judicial bodies, appellate authorities, high courts of various states of India and the Supreme Court of India. The team has represented / is representing companies from Israel, China, UK, Europe and U.S.A. The team also has the requisite experience to advise and defend the interests of Indian industries before similar investigating authorities around the world.

The team provides research support, consultancy services apart from rendering practicable advise to foreign exporters, Indian importers and consumer groups on the following:

Commercial transactions including negotiations and documentation on International Trade, anti-dumping law, counter-veiling duties, safeguards, etc,

Filling and responding to anti-dumping petitions, responding to questionnaires, working out the pricing, price undertaking; representation before designated authority;

Commenting on preliminary or final results applicability of provisional duty and appeals; through the submission of briefs, and participation in hearing and in annual reviews;

Legal analysis, preparation of complaints, consultations, settlement negotiations, preparation of legal and factual submission, making oral submissions, adjudication and implementation of dispute settlement reports;

Keeping track of preliminary and final findings on most of the antidumping, counter- veiling, safeguard cases initiated in India;

Bilateral agreements, free trade agreements (FTAs), market access initiatives, foreign trade policy etc.

Trade reports on various sectors.

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ANTITRUST & COMPETITION The team has handled some of the most high profile matters (including cement cartel matter) in competition law space in India and has represented clients (informants and defendants) before competition authorities (Competition Commission of India and Competition Appellate Tribunal) in India. The team has in-depth understanding of European Union’s Competition laws especially Article 101 and 102 apart from legal developments in some of the prominent jurisdictions including United States of America. The team members have often rendered opinions and advice on compliances under the competition laws and regulations to various companies. The team has extensive experience in specialized sectors such as technology, telecommunications, media and broadcasting, transport, chemicals, energy, financial services, retail, consumer goods and life sciences. This enables them to understand the nuances of each sector; to effectively defend clients’ unique interests. The team advises on whole range of competition and anti-trust issues including: Cartels and anti-trust investigations;

Abuse of dominant position

Merger control regulations

Bidding and public procurement

Commercial agreements (such as distributor/ agency agreements, joint venture agreements, cooperation agreements, licensing agreements etc.)

Competition law compliance strategies, programs and audits

Competition litigation and trade disputes.

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CORPORATE & COMMERCIAL/ FOREIGN DIRECT INVESTMENT (FDI)

King Stubb & Kasiva provides a full range of corporate legal and commercial services, including the incorporation companies, preparing corporate by-laws and shareholder agreements, advising in relation to capital increases, bond issues, stock market listings and group reorganizations. Our corporate lawyers frequently represent clients at shareholders meetings, assist at board meetings, act as corporate secretaries, draft all necessary shareholders and board resolutions, as well as maintain corporate records at our firm.

The Firm specializes in providing business enhancing results by successfully combining legal experience with business acumen and creativity. We advice our clients on various legal and business aspects of financing, operating, restructuring and expanding their businesses. The Corporate Commercial Practice Group draws expertise from related practice areas to provide accurate, timely and effective results to our clients.

Our service offering are as follows:

Providing ongoing general corporate and regulatory advice. Incorporation of a Company and the ancillary matters. Negotiating and Drafting Employment Agreements, Non disclosure/ Non competition

Agreements, Management and Consultation. Agreements, Shareholders Agreements, Voting Trust Agreements, Licence Agreements,

Software Agreements, Confidentiality Agreements etc. Advising and Assisting clients on strategic issues like Mergers and Acquisitions. Advising and Assisting Indian companies in structuring overseas companies. Structured and Project Finance/Equipment Finance. Corporate Governance and Compliance. Advising clients on the various forms of business arrangements like Joint Ventures,

Limited or General Partnership. Guiding and assisting clients on matters relating to the Liquidation and Dissolution of

Companies. Representation of clients in various disputes at various levels and in diverse forums.

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CORPORATE RESTRUCTURING & INSOLVENCY

The firm offers comprehensive service in corporate restructuring led by commercial insolvency, insolvency related litigation, corporate debt restructuring, negotiated settlements, enforcement of security interest, securitization process and refinancing. The Firm through its critical advice has been able to put hundreds of companies on revival path.

The team represents many clients including financial institutions, public and private companies.

The team has been rendering unparalleled advice on matters including:

Financial Due Diligence

Techno-Economic Feasibility Studies

Corporate and financial restructuring by using various instruments which include, inter- alia, merger, de-merger, debt-recast etc.

Negotiations with creditors for settlements

Identifying strategic investors

Rehabilitation through court process

Acquisition / Sale of distressed assets

Restructuring including arrangement with creditors and members

Portfolio Reviews

Securitization

Corporate Debt Restructuring / Bi-lateral Debt Restructuring

Liquidations

Enforcement of Security Interest

Facility, Security and Credit Support Reviews for Lenders and Borrower Groups

Debt recovery tribunal including those under the Securitization and Reconstruction of

Financial Assets and Enforcement of Security Interest Act, 2002.

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REGULATORY King Stubb & Kasiva has developed an active Regulatory law practice, involving all aspects of state and central regulating and administrative bodies. We regularly represent corporate and individual clients before state and central administrative agencies and in administrative appeals. The Firm enjoys good relationships with most regulating agencies/ bodies both at the state and central level which enables us to deliver timely results to clients.

Our lawyers combine transactional and litigation experience with a substantive understanding of the law in order to provide clients with a full range of legal services. In addition, we have developed and maintained firm, productive working relationships with central, state and local bodies and other technical professionals, all of which better enables us to serve our clients. The Group can, moreover, call upon the resources of other Practice Groups so as to bring all of the experience and skills needed to secure the results for our clients.

Our clients appreciate the assistance and high success rate provided by our attorneys in all aspects of government regulatory compliance. We have expertise and have assisted our clients over a wide spectrum of issues ranging from obtaining a license, conducting regulated business to responding to audits from governmental bodies. We stand ready to assist our clients achieve their business objectives while maintaining compliance with the regulatory requirements imposed by the central, state and local governmental bodies.

Our service offering are as follows:

Providing ongoing general corporate and regulatory advice. Incorporation of a Company and the ancillary matters. Negotiating and Drafting Employment Agreements, Non disclosure/ Non competition

Agreements, Management and Consultation. Agreements, Shareholders Agreements, Voting Trust Agreements, Licence Agreements,

Software Agreements, Confidentiality Agreements etc. Advising and Assisting clients on strategic issues like Mergers and Acquisitions. Advising and Assisting Indian companies in structuring overseas companies. Structured and Project Finance/Equipment Finance. Corporate Governance and Compliance. Advising clients on the various forms of business arrangements like Joint Ventures,

Limited or General Partnership. Guiding and assisting clients on matters relating to the Liquidation and Dissolution of

Companies. Representation of clients in various disputes at various levels and in diverse forums

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DISPUTE RESOLUTION AND ARBITRATION King, Stubb & Kasiva has a full-fledged Litigation Practice Group and is ably supported by team of lawyers who have in depth experience and understanding of the various facets of litigation in India. The Group represents clients before the Supreme Court of India, various High Courts, the District Courts, the Company Law Board, Income Tax Tribunals, Advance Ruling Authority, the Telecom Regulatory Authority of India (TRAI), the Consumer Courts, the Debt Recovery Tribunals, the Motor Accident Claims Tribunals, the Labour tribunals and the Board for Industrial and Financial Reconstruction (BIFR). Corporate and Civil matters The firm has expertise in handling and dealing with a variety of matters including but not limited to suit for permanent and mandatory injunction, suit for declaration, suit for specific performance, suit for damages arising out of breach of contract or otherwise, claims for damages arising upon the wrongful termination of distributor or other agreements, defamatory suits, recovery claims, enforcement of secured assets and guarantees, property and rent disputes, proceedings relating to restrictive and unfair trade practices, complaints of oppression and mismanagement of companies before the Company Law Board and the Securities & Exchange Board of India, winding-up proceedings against companies, complaints before the Consumer courts, proceedings relating to prosecution for dishonor of cheque under the Negotiable Instruments Act, claims on behalf of secured and unsecured creditors before the Board of Industrial and Financial Reconstruction, execution proceedings relating to arbitration award and judgements passed by various courts and labour disputes. IPR Litigation The firm also has substantial experience in disputes relating to intellectual property rights such as, copyright infringement, trademarks infringement, counterfeiting and passing off. Tax Litigation The firm also represents its clients in investigations and proceedings initiated by various Governmental departments and authorities in relation to matters relating to income tax, customs duty, excise duty, sales tax, service tax, etc. and filing of writ petition against such Government authorities and departments before the High Courts and the Supreme Court of India. Disputes involving Arbitration Apart from the aforesaid, the firm has a niche practice in disputes involving resolution through conciliation and arbitration in India as well as abroad. The arbitration practice involves invocation of arbitration clauses and initiation of arbitration proceedings, preparation of arbitration notices, statement of claims, replies, leading of evidence and final arguments. In addition, the firm’s arbitration practice involves representing clients before appropriate High Courts in arbitration petitions for interim measures, appointment of arbitrators, reference of disputes to arbitration and enforcement of awards.

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EMPLOYMENT Our Labour & Employment Group focuses on assisting and advising clients in adopting business strategies, which would avoid any waste of the management resources as well as promote the business objectives. We guide our clients on all aspects of labour management issues, ranging from assisting our clients in amicably settling labour matters and avoiding union disputes to representing our clients in the courts and Labour Tribunals. We believe in keeping our clients well informed as to the various new developments in law, as well as assist them in formulating strategies and drafting policies and procedures which would enable them to anticipate problems. Last but not the least we take pride in offering highly pragmatic, time and cost effective solutions to our clients. Our service offering are as follows:

Advice on Trade Unions and Employment related litigation, Disciplinary proceedings, Employees Rights and related benefits, Constitutional Rights , Employment and service contracts, Labour disputes and Industrial actions, Health and safety legislation, Collective bargaining, Employment issues , Industrial actions, Provident fund, Statutory benefits and Trade disputes

Advising companies on an on-going basis on the legal issues arising out of labour and employment, that companies face in their day-to-day operations

Advised on Indian law issues relating to fixed term employment contracts. Assisted clients in connection with employment contracts of senior managerial personnel and junior level employees.

Drafted original suits and petitions, interlocutory applications, criminal complaints, notices, etc., researched case law, briefed senior counsels and appeared before the Delhi High Court, Supreme Court as well as lower courts, consumer tribunals, etc. Represented clients at various fora in connection with consumer complaints and complaints relating to monopolistic and restrictive trade practices.

Extensively advised clients on various issues relating to retrenchment of employees in accordance with the provisions of the Industrial Disputes Act, 1947 including advice on payments due to such employees under the Provident Fund Act, Gratuity Act, etc.

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ENERGY King Stubb & Kasiva assists clients engaged in every part of the energy business, including companies engaged in the exploration and production of oil and natural gas, power companies, energy marketers, natural gas storage providers and processors, commercial banks and other energy finance providers, drilling and oilfield service contractors and electrical power generators. Our team has assisted large publicly traded companies and financial institutions, as well as mid-sized and smaller privately owned companies dealing in natural gas, power and exploration. Oil & Gas King, Stubb & Kasiva has acted for a number of oil and gas majors in the country. The range of projects on which we have assisted reflects the wide range of issues encountered in the oil and gas industry, including tax structuring and planning, site acquisition, technology issues, environmental issues, corporate restructuring, project documentation and financing on both a recourse and non-recourse basis, sale and acquisition of oil & gas assets, and other regulatory issues. We negotiate gas purchase and transportation agreements, assist in the development, permitting and financing of facilities, and counsel clients on legal considerations governing their gas acquisition strategies. Power The Firm’s experience in this sector ranges from structuring of projects, negotiating and drafting the Power Purchase Agreements (“PPA”), Concession Agreements, Operations and Maintenance Contracts (“O&M”), Engineering Procurement and Construction Contracts (“EPC Contracts”), Fuel Supply Agreement (“FSA”), Land Agreements, Implementation Agreement, Government Guarantee, Financing Documentation, Shareholders’ Agreement, Risk Management Documentation for the allocation, management and mitigation of risks and dispute resolution mechanism. Renewables Our team of experienced attorneys has counseled on a wide variety of “green” power projects, including wind, solar and hydroelectric projects. We have negotiated many contracts that have recognized the unique value of “green” power projects and have used that value to structure transactions that were favorable to our clients. We have substantial knowledge and experience in the use of renewable energy credits and certificates, emissions credits and tax credits to maximize the overall benefits and fully realize all of the advantages of the renewable nature of an energy project. OIL & GAS

Representation in connection with the structuring, financing, building, acquisition or sale of

energy and infrastructure projects

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Structuring of model agreements for the sale of its crude oil, gas supply and value added products, based on international best practices, to meet the challenge of the changed business environment pursuant to the deregulation of the oil and gas industry in India

Advice on Upstream, midstream, and downstream transactions Advice in connection with a transfer of technology agreement and advise on contract award

procedure Advice on feasibility study to identify independent LNG based power projects and gas

pipelines projects in India with a view to establish a reference knowledge base of each project, identify likely best and 3-5 viable state(s) for independent LNG based power projects, assess the feasibility of integrated financing for LNG based power projects including renewable power projects, tax incentives, holidays, exemptions, etc., under tax statutes for renewable power projects, tax treatment of independent gas pipeline and LNG based power projects with a combination of renewable energy, and to identify prospective developers, operators, sponsors, financiers for independent gas pipeline and LNG based power projects and promoters

Advice on establishing a wholly owned subsidiary in India that would invest in upstream and midstream energy projects involved in exploration and production, marketing, manufacturing and distribution

Represented an oil major in connection with a major lending to its oil refinery project and in advise on regulatory approvals for accessing external commercial borrowings, security issues including subrogation rights, defaults and cross defaults, indemnities, creation of charges, enforcement and execution of foreign judgements in India, stamp duty issues on creation of charges. Review of loan documentation including rupee term loan agreement, credit agreement, share pledge agreement, shortfall support undertaking, letters of guarantee, mortgage agreement, etc

advice concerning a pipeline project in India and land acquisition and right of way issues POWER Advice on private placements and equity investments in the power sector Structuring transaction documents including Negotiating and drafting Project Documents,

including PPA, FSA, EPC Contract, O&M Contract and Financing and Security Documentation

Advice regarding regulatory and environmental compliance for all aspects of projects Representation in a full range of financings, including private placements, public offerings

and IPOs

NON CONVENTIONAL ENERGY Advice on setting up wind farm operations in India Advice on all aspects of renewable energy projects Project finance and structuring of financing for renewable energy projects, including multi-

lender transactions Liaison with necessary governmental authorities including the Ministry of Non Conventional

Energy, Government of India on setting up renewable energy projects in India

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INTELLECTUAL PROPERTY The team understands how intellectual property (“IP”) assets can best be created; value thereto determined rights therein protected; and used/ acquired/ supplemented to produce a competitive advantage. The team provides advice and assistance to its clients with respect to due diligence (routinely uncovering issues in chain of title, encumbrances/obligations, or enforcement/prosecution/ deficiencies often left undetected) IP valuation, acquisition of IP and related agreements and partnerships/ joint ventures with an aim to transfer/ share/ development of IP. The team has rendered services to several multinational and Indian companies across a broad range of sectors and industries including large technology companies, technology start-ups electrical and household, telecommunications, consumer goods, defence, education, publishing and media houses etc. on issues pertaining to registered and unregistered IP rights including trade mark, copyright, designs, domain name registration, patent, licensing, and technology transfer matters, apart from management of IP portfolios. The team advises and assists clients on:

Protection and prosecution of IP rights (including patents, trademarks, design rights, copyrights, geographical indications, domain names, proprietary know-how and business processes)

IP due-diligence and audits

IP valuation

IP acquisition and transfer and related agreements

Drafting and negotiating license agreements, assignment deeds, IP development

agreements, etc.

Representing before various authorities, courts and forums on issues relating to registration and protection of IP rights.

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MERGERS & ACQUISITIONS, FUNDS & PRIVATE EQUITY PRACTICE King Stubb & Kasiva’s Mergers & Acquisitions, Funds & Private Equity Practice Group is comprised of attorneys experienced in complex corporate transactions who regularly represent a broad range of domestic and foreign corporations, private equity, mezzanine, distressed funds and financial institutions in their M&A-related deals, which encompass an equally broad range of industries and businesses. To provide greater co-ordination the Firm has an integrated M&A, Funds & Private Equity Practice which also helps our clients in a significant manner. Our attorneys are most often involved in transactions at an early stage and provide advice regarding the development of strategies designed to achieve our clients' business objectives, structuring the transaction and addressing financing arrangements when required. The firm handles a full range of transactions: acquisitions and dispositions of privately owned companies, divisions and subsidiaries; negotiated and contested public company acquisitions (including tender offers, exchange offers, takeover bids, mergers and schemes of arrangement); joint ventures and strategic alliances; and substantial equity investments. The M&A group also represents companies and shareholders in shareholder meetings and proxy contests and regularly provides advice regarding issues of corporate governance and control. The Firm’s clients include leading industrial, service and financial organizations, as well as growth companies. The firm also represents leading financial institutions in their capacity as financial advisors, as well as representing them in their own acquisition transactions. Integrated Approach The complementary areas of expertise that often play important roles in M&A transactions include: Labour Issues – We advice clients on structuring the labour fall outs of a M&A transaction. We have on several occassions structured transactions for our clients to overcome the challenges posed by Indian labour law regulations. We also negoitate other employee related matters relating to acquisitions including non-compete and non-solicit clauses in employment agreements. We advice on structuring employee related dues and other statutory obligations arising out of payment of gratuity, workmen compensation etc. Tax- We provide tax advisory services and are in a position to quicky turn around on tax related issues that envelope domestic and cross-border M&A deals. We evlove the optimum tax structure while structuring deals for eg., carry forward of losses, slump sale structuring, de-merger and spin-off. Finance -The firm has immense depth in the debt and high-yield markets and is skilled in structuring a wide variety of acquisition financings of public and private companies.

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Intellectual Property/Information Technology- The Firm provides business solutions to the diverse IP issues that arise in M&A transactions, including evaluating issues arising out of patent, trademark and copyrights. Litigation/Arbitration- The Firm assists clients in litigation and arbitrations arising in the course, or as a consequence, of M&A transactions, such as disputes among shareholders and post-contractual disputes. Our service offering are as follows: Merger & Acquisitions:

Advice on structuring Mergers and Acquisition including advice on structuring issues,

drafting transaction documents, determination of SPV etc. Advice on Securities and Corporate Law issues related to Takeover Code and other

securities laws issues, Listing and Regulatory requirements, Government approvals , Statutory filings

Undertaking legal due diligence, drafting and review of term-sheet, definitive agreements [Share Purchase Agreements, Share Subscription Agreements, Shareholders Agreements], non-compete agreement, non-disclosure agreement, escrow agreement, stock swap agreement, employment agreement etc

Advising companies on the methods of restructuring and re-engineering, including demerger / spin-off a division into a separate company, merge two companies into one, buy-back of its shares by the company, slump sale, reduction of share capital, winding-up of operations and the repatriation of the proceeds there from ensuring that the existing tax benefits continue to be available post the restructuring, devising a structure that is efficient from the stamp duty perspective in connection with the transfer of assets and obtaining the requisite approvals of the High Court or other regulatory authorities

Funds:

Drafting of the fund documents for our clients, including the charter documents for the fund entity, the private placement memorandum, the investment management agreement, the investment advisory agreement, and other necessary documentation.

Advising our clients the local registration requirements with the Securities Exchange Board of India and other regulatory authorities.

Advice relating to tax issues with respect to funds

Private Equity:

Advise on target identification and deal negotiation Advice on structuring the deal in terms of drafting term sheet, definitive agreements and

closing and post closing documentation Board representation on portfolio companies of clients

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AVIATION King Stubb & Kasiva has extensive experience in representing commercial airlines and other participants in the aviation industry. The Firm’s aviation practice encompasses virtually the whole range of aviation law and consulting. The firm has represented aircraft carriers and groups of airlines in a wide variety of transactions. The Firm has represented both large and small, established carriers and new entrants, scheduled and charter, combinations carriers and all-cargo carriers. The firm also represents other aviation-related companies, including wholesalers and retailers (travel agents, tour operators, air freight forwarders and air freight agents), local and state airport authorities, manufacturers and other vendors, and financial institutions (including banks, leasing companies and other lessors). Our in-depth understanding of the aviation industry's commercial environment as well as the relevant law enables us to respond quickly and effectively to the needs of our clients in the aviation industry. Assisting startup carriers obtain certifications. Representing low-fare carriers seeking access to airports and airport facilities. Representing airlines in the acquisition of aircraft and components, including the drafting

and negotiation of leases, purchase agreements, loans, mortgages, security agreements, trust agreements and regulatory documentation.

Aircraft finance and leasing: Advise on lease of aircraft to Indian entities [dry and wet lease], securitization, registration, de-registration, provisions of mortgage security, finance and taxation issues, repossession and recovery of the aircraft.

Representing numerous clients before the Director General of Civil Aviation (“DGCA”) on enforcement matters, hazardous materials matters, use of restricted airspace, general aviation access issues, airspace obstructions/hazards to navigation and on authority to enter restricted airspace.

Advisory on Domestic Tax Issues, Secured Loan Transactions Conditional Sale Transactions, Operating Leases, Financing Leases, Debt Restructuring, Sale and Lease-back Transactions and Structured Financings.

Litigation advisory: Advisory on all litigation matters on a Pan-India basis.

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BANKING & FINANCE The Banking and Finance group regularly represents banks and other financial institutions in a broad range of corporate and regulatory matters. The Banking and Finance group also provides representation to savings associations, credit unions, finance companies and other financial institutions in a wide variety of lending and other financing transactions, including large multi-bank credit facilities, asset-backed and secured loans, real estate loans, letter of credit facilities and loan participations The Firm also involves itself in actively structuring, negotiating, documenting and closing complex financing structures. The Firm has considerable expertise in putting together financing transactions ranging from plain vanilla lending to securitization and structured products. The banking & financing practice encompasses advise on letters of credit, all facets of trade finance, project finance, financial derivatives, including multicurrency, commodity and interest rate swaps, bridge finance, loan restructurings and asset transfer to Asset Reconstruction Companies (ARC’s), NBFC advisory etc. Syndicated Lending Transactions: Extensive experience representing arrangers, agent banks,

and syndicate banks in multiple lender credit facilities in each of the leveraged, middle market, asset-based and investment grade marketplaces; and in connection with structuring revolving, term, swingline, competitive bid, letter of credit, and acceptance facilities with a variety of pricing alternatives.

Investment Banking: Represented financial institutions, private equity investors, and other financial sponsors in a variety of transactions with respect to the financing of corporate mergers and acquisitions.

Merchant Banking: Along with the venture capital and private equity practice group, have extensive experience advising financial institutions investing their own capital in leveraged buyouts, corporate acquisitions, growth capital investments, and other structured finance transactions.

Structured Finance: Represented trustees, servicers, issuers, and underwriters in connection with the securitizations of various asset types.

Loans and credit facilities: structuring cross-border facilities, secured and unsecured, and trade-financing transactions.

Providing advisory services to NBFC [Merchant banking, Underwriting, Portfolio Management Services, Investment Advisory Services, Financial Consultancy, Stock Broking, Asset Management, Venture Capital, Custodial Services, Factoring, Credit Reference Agencies, Credit rating Agencies, Leasing & Finance, Housing Finance, Forex Broking, Credit card business, Money changing Business]

Assisting clients on issues relating to the Banking Regulation Act, 1949, and other banking laws.

Assisting clients on structuring investments in Indian banking companies. Assisting clients on the foreign exchange regulations pertaining to transactions in the banking

sector. Preparation of loan documentation

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ENTERTAINMENT, MEDIA & BROADCASTING The team has experience in advising companies operating in entertainment, print and digital media and broadcasting sectors. The team offers guidance to domestic and international clients on India’s comprehensive entertainment, media and advertising laws for advice on the creation, production and dissemination of advertising across all media, particularly interactive technology and consumer-generated content. The team focuses on transactions, counseling as well as contentious work pertaining to false advertising cases, internet advertising and pre-sale promotional trademark use. The team working on its vast experience operates at the intersection of technology, telecommunication and broadcast, applying new media, data privacy and security expertise to the media and broadcast sector. The team offers skills to represent studios, sports associations, television and film production houses, independents, new media companies, music companies and television networks in all aspects of the film and broadcasting industry (including entering into complex distribution and licensing agreements). At the practice's core is the representation of clients in transactions involving issues pertaining to the production and distribution of motion pictures and television programming. The team’s extensive experience with businesses in the new media, telecommunications and convergence sectors combined with our long-standing relationships and know-how in the entertainment (also gaming), electronics, and financial services industries, is capable of providing a critical link for companies that may have developed valuable content and applications; but are keen on expanding their markets by infusion of fresh capital. The team advices on whole range of legal and regulatory issues including:

Advertising, Media & Broadcasting laws, guidelines, rules and regulations Registrations, licenses and compliances under the relevant regulations cross-border transactions involving U.S and European studios, networks and other

content owners Advice on structuring strategic alliances, acquisitions, production/financing and

distribution arrangements, joint ventures Advice on public and private placements of debt and equity, foreign tax-advantaged

funds, securitizations, pre-sales of media and territorial rights and foreign sale and leaseback transactions.

Advice and representation on regulatory matters Advice on structuring media networks including assistance in setting up private cable

networks Commercial litigation and litigation management in both domestic and international

forums, and in courts, administrative proceedings and arbitrations General Corporate advice including structuring and formation of new entities in the

media sector, protection of IPR etc.

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INFRASTRUCTURE & PROJECT FINANCE

King Stubb & Kasiva has diverse infrastructure projects practice representing the length and breadth of the industry including manufacturers, developers, lenders, financial institutions, railroad services, highway development, natural gas transportation, distribution and sale, mining exploitation, city water distribution and government agencies. Our Infrastructure Practice Group works in close co-ordination with other practice groups in the areas of power, oil & gas, water and ports, telecommunications, transportation, and project finance. Our infrastructure projects practice is client driven, with teams capable of delivering advice across the full spectrum of legal issues encountered in the infrastructure sector. We combine legal expertise, appreciation of the industry's special needs, and an understanding of rapidly changing technology and shifting market forces in order to meet the needs of our clients. Our Project finance Group has experience in structuring and negotiating financing schemes for various projects. This includes analyzing, preparing, and negotiating all related documentation, including commitment letters, loan agreements, security documentation, trust agreements, and other finance-related documentation. The Firm’s Project Finance Practice Group have represented clients in a wide spectrum of project and asset financing transactions including:

Drafting of Project documentations such as Power Purchase Agreement, the Implementation Agreement, the State Guarantee, the Engineering Procurement & Construction Contract, the Fuel Supply Agreement, the Water Supply Agreement, the Coal Supply Agreement, the Shareholders’ Agreement, the Risk Management Documentation for the allocation, management and mitigating of the project risks

Assisting developers, investors, underwriters, lenders, financial advisors, multilateral institutions, contractors and governments.

Representations encompass the development, financing, construction and operation of a wide range of capital intensive projects and facilities throughout the world.

Advising power plants, toll roads, hazardous waste facilities, industrial plants, pipelines, mines, telecommunications networks and facilities, transportation systems and equipment, schools, hospitals, prisons, water supply and waste water systems and other infrastructure projects.

Financing structures include traditional off taker-based project financings, “merchant” structures, traditional leveraged leases, cross-border leases, joint ventures and partnership arrangements, project leases and “genco” financings, capital market offerings, and various combinations of these structures.

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IT, E- COMMERCE AND OUTSOURCING The Firm’s lawyers are experienced in bringing the law, technology, and business together to address clients' needs. Whilst delivering solutions, the Information Technology Practice Group lawyers draw upon expertise from firm attorneys who practice in corporate and transactional matters, intellectual property, litigation , tax, and regulatory matters. This collaborative approach enables us to provide practical, value-added counsel to our clients. Our service offering are as follows: Advice on software licensing, acquisition of professional services, ISP service agreements Advice on electronic contracting, copyrights, privacy, security, on-line sales, and information

technology-related compliance and taxation issues Advice on tax issues arising out of cross border electronic contracting Structuring

professional service agreements, NDAs Negotiating electronic data interchange and integration agreements that help enable clients to

maintain the viability of their relationships with suppliers and customers. Preparation and negotiation of procurement contracts, XML and EDI transaction agreements,

providing, providing counseling with respect to auctions and long-term sales and buyer contracts and procurement disclosure.

Advice on privacy, encryption and security related issues Litigating disputes arising out of technology-based disputes.

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REAL ESTATE Our legal team at King Stubb & Kasiva possess strong local knowledge in the real estate sector combined with a thorough understanding of the international legal environment, ensures we are in an ideal position to assist clients with Indian interests. We have the specialist experience and the depth of resource to advise on the most complex transactions and can help from the outset in high-level decision-making. King Stubb & Kasiva is able to serve its clients in all aspects of commercial real estate law. The firm represents developers, investor groups, property managers, insurance companies, financial institutions and other lenders. The Firm has been involved in a large number of matters relating to real estate. The Firm guides clients in the financing, construction, development and acquisition of various projects, be it commercial, residential or industrial. We often act as local counsels for interstate matters generally involving multiple properties in multiple jurisdictions. We offer specialized services to our clients in matters of Real estate Financing and Acquisitions. With our contacts in the Lending and other Financial Institutions, we are uniquely placed in recommending not only potential joint venture partners, but also such other professionals who may prove helpful in furthering any given project. With our experience in the field of commercial leasing, we can assist our clients in not only negotiating and drafting various landlord and tenant leases but representing them at various forums in the event of disputes arising in respect of such leases. Our service offering are as follows: Advice on structuring real estate investments including suitable entry vehicle Assisting in the creation of Joint Ventures including drafting necessary documentation Assisting in development of Townships, creation of Special Economic Zones (SEZ) Lease and sale Documentation and Title Investigation Structuring Asset purchase including drafting transaction documents [Asset Purchase

Agreements, Escrow Agreements etc.] Advice on structuring Real Estate Funds including assistance in structuring , drafting the

Private Placement Memorandum and structuring relevant agreements Advisory on day to day legal issues faced by real estate companies including but not

limited to advisory, problem solving, liaising with government and municipal authorities.

22

TELECOM We provide expert advice on regulatory issues, carrier and spectrum licensing, negotiation of interconnection agreements. Further, commercial advice in relation to joint ventures and strategic alliances, tenders and contracts for the acquisition and supply of telecommunications equipment and carriage services are niche areas of our telecom practice. We draft and negotiate contracts for building network and infrastructure. We also prepare and present submissions to the Telecom Regulatory Authority of India (TRAI) and conduct arbitrations on behalf of carriers. Our work spans the full range of corporate, transactional (including corporate and securities work), regulatory, antitrust, technology/intellectual property and strategic advisory projects for a variety of domestic and international carriers and other service providers, cable companies, broadcasters, financial institutions, governments, regulators, user organizations, underwriters and financial advisors. We serve a broad clientele in respect of global issues in each of the telecommunications, broadcasting and new communications technology service and equipment industries.

The Telecom Practice Desk work spans the full range of corporate, transactional (including corporate and securities work), regulatory, antitrust, technology/intellectual property and strategic advisory projects for a variety of domestic and international carriers and other service providers, cable companies, broadcasters, financial institutions, governments, regulators, user organizations, underwriters and financial advisors.

Our service offering are as follows: Advising telecommunication companies on domestic and cross-border legal, tax and

regulatory issues relating to the provision of telecom services, including obtaining relevant licenses and approvals for the same.

Foreign ownership limitations Advising on the legal and regulatory regime for telecom and related services in India,

including advice on complex "techno-legal" issues relating to internet services, voice over IP, internet telephony, unified messaging services etc

Drafting license/service agreements for our clients Advising clients on the licenses required for offering its space segment capacity to Indian

customers and the legal and regulatory issues relating to the Telecom Regulatory Authority of India (TRAI)

Negotiation of service agreements on behalf of enterprise customers Handling all manner and size of mergers and acquisitions involving regulated entities Regulatory initiatives affecting information services (including all manner of Internet

services) Administrative and court litigation regarding compliance with government regulations Advice on common carrier developments and their implications for financial institutions

and other investors Structuring operations to minimize regulation where desirable and possible Arbitrating interconnection agreements Assisting in approval requirements for obtaining ILD licenses and other basic telephony

services.

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Contact us: DELHI J-14, Ground Floor DLF Tower-A, Jasola New Delhi-110027 Tel : +91 11 41318190, 41318191, 41032969 Fax: +91 11 41329569 E-mail: info@ksandk.com BANGALORE 1A, Lavelle Mansion, 1/2, Lavelle Road Bangalore-560001 Tel : +91 80 41179111, 41179222, 41179333 Fax : +91 80 88920280 E-mail : bangalore@ksandk.com MUMBAI 1st Floor, Parinee Crescenzo, C38 & C39, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400051 Tel: +91 22 33040610 Fax: +91 22 61554899 E-mail: mumbai@ksandk.com CHENNAI Old No 75/A, New No 76, Ellaiamman Koil Street, (Off. 8th Cross Street, Shastri Nagar) Vannanthurai, Adyar, Chennai 600020. Tel: +91 44 45511798 Fax: +91 44 45511798 E-mail: chennai@ksandk.com