CORPORATE & COMMERCIAL

MVKini’s multi disciplinary corporate and commercial team advises clients on foreign investment regulations in India, setting up businesses in the country and abroad, joint ventures and collaborations, mergers and acquisitions, business restructuring, statutory compliance audits, due diligence, government approvals and clearances. It also provides regular advisory services and legal opinions to domestic and foreign clients.

The firm brings with it an extensive and thorough understanding of issues relating to Companies Act of 1956 and 2013, FEMA Rules & Regulations, SEBI & RBI guidelines, foreign direct investments and compliances and the Indian Contracts Act of 1872. MVKini also has experts on the Foreign Exchange Management Act of 1999, the Foreign Investment Promotion Board (‘FIPB’), Foreign Contributions Regulations Act (‘FCRA’) and all related laws, regulations and guidelines issued by Government, RBI, SEBI and other concerned authorities.

MVKini has helped foreign banks, software technology park units, and a consultancy company in the civil aviation sector set up operations in India. The firm has been involved in bank mergers, the sale of various banks’ retail portfolios, and the legal compliance audits at software companies.

MVKini assists numerous private and public companies on corporate governance best practices. With an increasing demand for disclosure and transparency across all areas of corporate functions, there has been a surge in the need for devising systems to support clients to meet the standards of good corporate governance. The firm also assists clients in developing and meeting corporate governance benchmarks which are essential for business performance and market integrity.

The firm has helped several non-profit companies, trusts and societies meet specific client requirements for doing business in India from various countries. Recently MVKini represented NCR Corporation (Borrower), a leading American technology company, as its counsel here in India. MVKini helped the Corporation obtain a “no objection” ruling and approval under FEMA for pledge of shares of its subsidiary in the country. The case related to a Credit Facility Agreement for 1.4 billion availed by the Corporation in their capacity as the Lenders’ Authorised Administrative Agent from 28 banks based in nine different jurisdictional zones. This included banks in the Netherlands, Australia, Canada, France, India, Japan, Luxemburg, Russia, the UK and the USA,


Key transactions
Highlights of MVKini’s experience includes:

Joint Venture Agreements
Joint Venture and allied agreements, Collaboration Agreements, Shareholders Agreements including Concession Lease Agreements, Master Services Agreements and Employment Agreements.

Mediated a joint venture agreement between Air India, NACIL and Boeing to set up and manage a maintenance, repair and operations facility at Nagpur.

Mediated joint venture agreements between Air India, NACIL and Singapore Airport Terminal Services Limited to provide ground and cargo handling services at Hyderabad, Bangalore and Metro Airports.

Mediated a joint venture agreement between the Airports Authority of India and Maharashtra Airport Development Company Limited to transfer the land at Nagpur Airport to the joint venture company. This was done for further development of operations as part of the multi-modal international passenger and cargo hub airport at Nagpur (MIHAN) project.

Mediated a joint venture agreement between FARPLAS A.S., Oncu Dayanikli Tuketim Mallari Sanayi AS, Turkey, and Pinnacle Industries Limited, Pune, to incorporate a joint venture company to establish a factory to manufacture and supply automobile parts.


Legal Due Diligence and Legal Audit
MVKini helps clients conduct legal due diligence and compliance audits. This is done to address the clients’ specific requirements like joint ventures, collaborations, mergers, acquisitions, takeovers or other decision making needs

MVKini advised a Mumbai-based technology infrastructure company in the acquisition of a Bangalore-based e-governance service provider in an all-cash deal to increase the company’s hold in e-governance projects.

Helped oversee the pre-and post-merger legal compliances for the US$44.5 million merger deal for the International Bank of Muscat SAOG.

Instrumental in the documentation for the takeover of a leading chemicals manufacturer. This included due diligence of contract labour documentation, legal audit for compliance with various laws and regulations and submission of reports and returns.

Helped RBS India Development Centre, a subsidiary of Royal Bank of Scotland Group assess compliance with Indian laws. This included checking compliance with company law, software technology park regulations, customs and excise procedures, tax and labour laws. MVKini also carried out legal audits on various contracts to assess potential liabilities and risk exposures.

The firm conducted legal due diligence audits of Indian companies on behalf of a number of foreign clients looking to invest in India. This helped enable them to decide whether to invest through shares, collaboration, or through an acquisition or joint venture.


Mergers & Acquisitions (“M&A”) related transactions
MVKini has advised its clients like Huntsman International, a leading global chemicals manufacturer, during its takeover of Metrochem Industries Limited. As part of its services it conducted due diligence of documentation including contract labour, legal audit for compliance with various laws and regulations and submission of reports and returns;

It has advised London-based Datawind UK Plc on the company’s acquisition of majority shares in the Indian firm Datawind Innovations Private Limited. Datawind’s acquisition was to generate private equity funds from HNIs in India, for the launch of efficient and low cost tablet computers in India. MVKini also assisted a manufacturer of high quality electronic components during its global industrial and telecom acquisition. The legal firm was instrumental in the pre and post-merger legal compliances for the US$44.5 million merger deal for International Bank of Muscat SAOG and the acquisition of a group of companies, for COSMOS, a cosmetic retail company based in Dubai.

MVKIni helped assess compliance with the full range of Indian laws and helped carry out complete legal audits for various contracts to assess the liabilities and risk exposures for RBS India Development Centre in India, a subsidiary of Royal Bank of Scotland Group.


Key People
Vidisha Krishnan, Ravi Kini, Ram Varma, Els Reynaers and S.P. Bhatia.





Ravi Kini
Managing attorney

Ravi is MVKini’s managing attorney. Ravi holds an LL.M in International Financial Laws from the University of Georgia, USA where he specialised in Derivatives Risk Framework.

Ravi is one of India’s leading practitioners of law relating to national and state highways projects. He is also renowned for his work in the aviation, government affairs, and banking sectors.

Ravi advises the National Highways Authority of India (NHAI) and state authorities on highways and related projects. He advises on international competitive bidding in Public Private Partnerships (PPP); He has a wealth of experience advising the Indian government on bid processes, and drafts and vets tender documents and contracts. He is skilled in incorporating Special Purpose Vehicles and executing concession agreements and contracts for selected bidders.

His expert knowledge comes from advising on a wide range of projects executed/funded in this way. They include the development of a free trade and warehousing zone, the creation of industrial training and skills development centres, the building of rail-related manufacturing facilities as well as ports terminals, IT parks and other urban transport projects.

Ravi’s public-sector experience gives him a unique understanding of how government functions. Ravi leads a team that effectively mediates industry concerns to the relevant government body to swiftly arrive at constructive outcomes.

His significant experience in the aviation sector has led him to advise on ground-handling issues a cross a number of airports. Ravi’s experience extends to advising bodies, such as IATA, on Competition Law issues. His extensive experience includes advising India’s national carrier. He negotiated and drafted the contracts for Air India’s purchase of 68 commercial aircrafts from Boeing, in a US$7 billion deal. He also assisted in the formation of its low-cost subsidiary, Air India Express. He regularly drafts and vet aircraft leasing agreements.

Ravi leads a team that supports Indian companies seeking access to foreign capital through external commercial borrowings (ECB). They regularly interpret RBI circulars and are able get swift clarification from the regulator as required. He and his team act as the lender’s legal counsel, participating in negotiations with borrowers ensuring compliance banking law and practise. Keeping the lender’s interests at the fore, they assist with securities’ creation and perfection of charge documentation. Ravi was named a leading lawyer in the aviation sector in ‘Who’s Who Legal’ (Aviation, 2010) and listed in the ‘Leading LAWYER 100’ 2011 Annual Guide, which recognizes members of the legal community who have stood out from their peers by demonstrating professional achievement and excellence in their area of practice. He was also recognised as a key commercial lawyer in the International Who’s Who Legal (Commercial Litigation, 2009).

Practice Areas
Corporate & Commercial
Banking & Finance
Project Finance in Infrastructure


Contact details
Mumbai office
ravikini@mvkini.com
+91 22 2261 2527


RAM PRAKASH VARMA
Partner

Ram has more than 15 years’ experience in corporate law. He previously headed the legal department at Jumbo Group, India, a reputed multinational company based at Dubai, UAE with interests in multi-brand electronic retail and manufacturing, chemicals and construction. He originally joined MVKini’s Delhi office and has worked in the Mumbai office. Ram now heads the operations of the firm’s southern offices in Hyderabad and Bangalore.

Ram specializes in corporate and commercial law, M&A, telecommunication and information technology laws, investment, banking and finance, and property law.

He also advises on trademark registration and copyrights, joint ventures and collaborations.

He has assisted renowned international companies with business ventures in India and focuses on helping clients establish and expand their India operations. This can include formation of joint ventures and other strategic alliances. He regularly advises clients on complex issues relating to business, technology and contracts law and has handled a variety of property transactions for corporate clients.

Practice Areas
Corporate & Commercial


Contact details
Southern India
rampvarma@mvkini.com
+91 40 2790 0989


Els Reynaers Kini
Partner

Els Reynaers Kini is a partner at MVKini and heads the firm’s environment practice. She has law degrees from the Free University of Brussels, Belgium (magna cum laude), and the University of Delhi, India. She completed her LL.M. at the University of Georgia, USA, which included a thesis on the regulation of transboundary movement of hazardous wastes in the US and the EU.

Before moving to India in 2001, she worked as a lawyer on environment and energy-related issues at Allen & Overy in Brussels and at Giordano & Associates in Chicago.

Prior to obtaining her Indian law degree, Els worked as a researcher at The Energy and Resources Institute (TERI), New Delhi, where she headed the Centre for Global Agreements, Legislation and Trade. She worked closely with the Government of India on its WTO trade and environment negotiations. She taught environmental law on the TERI School of Advanced Studies’ Masters Programme.

Els specialises in environmental law, food safety regulations, nuclear law and international trade disputes.

She has extensive experience assisting companies with their environmental compliances as part of due diligence exercises, ongoing business operations and litigation processes. She helps clients chalk out their compliance strategy, which often includes obtaining or renewing environmental permits under the various environmental laws (including under the water; air; hazardous wastes; hazardous chemicals; e-Waste; pesticides and Environmental Impact Assessment regulations) and guides them through their interactions with various state pollution control boards and the central Ministry of Environment and Forests. She tracks developments in various multilateral environmental agreements and advises on repercussions for India-based companies.

Els is listed in the Who’s Who of Environmental lawyers. In the most recent 2013 edition, she is the only lawyer nominated from India.

Els is widely published. She has recently written on India’s civil nuclear liability regime (Nuclear Law Bulletin, 2012/1) and published a monograph on the status of the precautionary principle. She also serves as Secretary of the newly established Nuclear Law Association of India.

Practice Areas
Environment
Corporate & Commercial


Contact details
Mumbai office
else@mvkini.com
+91 22 2261 2527


S.P. Bhatia
Senior Advisor

With more than 20 years of comprehensive legal experience, Bhatia is an expert in advising international companies on their investments including setting up legal entities and doing business in India. He has a lot of experience in dealing with compliance in various corporate, financial, human resource and commercial matters.

He negotiates joint venture agreements between Indian and multinational organisations with a special focus on due diligence.

He advises clients on company law, SEBI, intellectual property rights, FEMA and foreign direct investment.

Bhatia’s advice is backed with practical experience having served as a board director of a publicly listed company for many years. He has a lot of experience defending clients in the construction and engineering, hospitality, infrastructure and real estate sectors.

Practice Areas
Corporate and Commercial


Contact details
Delhi office
bhatia@mvkini.com
+91 11 2437 1038


Vidisha Krishan
Partner

Vidisha obtained her LL.B. degree from the Faculty of Laws at Delhi University. She also holds a degree in Journalism Honours from Delhi University. She has an LL.M. in banking and finance law from the University College London.

Having worked with India’s capital markets regulator, the Securities and Exchange Board of India, she has extensive experience working in law firms as well as in the government. At the Board she was involved in policy formulation and regulation drafting and helped provide informal guidance on various delisting, buyback and takeover issues to listed companies.

Vidisha focuses on capital markets issues as well as cross-border investments into India. She advises on matters relating to RBI/FEMA aspects of cross-border transactions as well as domestic listed and unlisted company issues.

Her capital markets practice covers all aspects of RBI and SEBI laws including takeovers, public issues, private placements, alternate investment funds, eligible investor categories (FIIs, QFIs, NRIs) etc. Her expertise also extends to private equity deals, joint ventures in the corporate and commercial sector.

Vidisha has advised on various aspects of foreign investments in India by institutional and non-institutional investors on debt instruments of the Indian public sector undertakings. She has also advised on various debt issues of public sector undertakings and statutory bodies.

Contact details
Mumbai office
vidisha@mvkini.com
+91 22 2261 2527