CORPORATE & COMMERCIAL

The Firm' s multi-disciplinary corporate and commercial team advises clients on foreign investment regulations in India, setting up of 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, FEMA Rules & Regulations, SEBI & RBI guidelines, Foreign Direct Investments(' ' FDI' ' ) and compliances thereto, Foreign Contribution (Regulation) Act (' FCRA' ) and all other related laws, regulations and guidelines issued by Government, RBI, SEBI, MCA and other regulatory authorities.

The Firm has advised a number of foreign clients including foreign banks, software technology park units, and consultancy companies for setting up operations in civil aviation and other sectors in India. The Firm has been involved in mergers & acquisitions including bank mergers, sale of various banks' retail portfolios, and the legal compliance audits of software and other companies.

The Firm assists numerous private and public sector 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 boosts business performance and market integrity.

The Firm has assisted several non-profit companies, trusts and societies from various countries meet specific client requirements for doing business and setting up of entities in India.

The Firm has assisted several non-profit companies, trusts and societies from various countries meet specific client requirements for doing business and setting up of entities in India.

The Firm acted as the Borrower' s counsel for a leading American technology company and assisted it to obtain a "no objection" and approval under FEMA for pledge of its shares in the subsidiary in India and coordinated with various agencies including Lenders' Counsel and their Administrative Agent. The case related to a Credit Facility Agreement for 1.4 billion USD availed by the Corporation from as many as 28 banks spread in various jurisdictions including Netherlands, Australia, Canada, France, India, Japan, Luxemburg, Russia, the UK and the USA.

Our Firm has been acting as 'full service Law Firm' and assisting and advising foreign clients and hand holding them through the entire process, right from setting up of an entity in India, ensuring proper documentation, advising on HR related matters, compliance with applicable laws, rules and regulations, timely preparation and submission of reports and returns, coordination with professionals like chartered accountants and company secretaries for ensuring compliance with regulatory requirements, advising on statutory requirements for setting up of factory, leasing of land/premises and obtaining requisite facilities and utilities in coordination from State and Central Government authorities.


Key transactions
Highlights of MVKini’s experience includes:

Joint Venture Agreements


Assisted and advised clients in negotiating and finalising Joint Venture and allied agreements, Collaboration Agreements, Shareholders' Agreements including premises and equipment Lease Agreements, Master Services Agreements and Employment Agreements.

Mediated a joint venture agreement between leading Aviation companies of India and USA for setting up a maintenance, repair and operations facility ("MRO") for Boeings at Nagpur.

Mediated joint venture agreements between leading Aviation companies of India and Singapore to provide ground and cargo handling services at Hyderabad, Bengaluru and Metro Airports.

Mediated a joint venture agreement between the Airports Authority of India and Maharashtra Government Company to transfer the land at Nagpur Airport to the joint venture company for further development of operations as part of the Multi-modal International Cargo Hub and Airport at Nagpur ("MIHAN") project.

Mediated a joint venture agreement between a leading Turkish company and an Indian company for incorporation of a joint venture company to establish a factory for manufacture and supply of automobile parts.


Legal Due Diligence and Legal Audit


The Firm assists and advises its clients by conducting legal due diligence and compliance audits for or on their behalf to address their specific requirements for corporate decisions like joint ventures, collaborations, mergers, acquisitions, takeovers.

The Firm advised a Mumbai-based technology infrastructure company in the acquisition of a Bengaluru-based e-governance service provider in an all-cash deal to increase the company' s hold in e-governance projects.

The Firm helped oversee the pre-and post-merger legal compliances for a merger deal for an International Bank involving an amount of US$ 44.5 million.

The Firm was 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.

The Firm assisted and advised in the setting up of India Development Centre of a foreign Bank Group, assess compliance with Indian laws including company law, software technology park regulations, customs and excise procedures, tax and labour laws. The Firm also carried out legal audits of various contracts to assess potential liabilities and risk exposures.

The Firm conducted legal due diligence/audits of Indian companies on behalf of many foreign clients for their inbound investments in India and also in the structuring of the said investment as to whether to invest through shares, collaboration, or through an acquisition or joint venture.


Mergers & Acquisitions (“M&A”) related transactions

MVKini has advised its clients including a leading global chemicals manufacturer, during its takeover of a company at Vadodara. As part of its services, the Firm conducted due diligence of the contracts and related regulatory and statutory documentation for contract labour, legal audit for compliance with various laws and regulations and submission of reports and returns.

The Firm has advised a London-based UK company on its acquisition of majority stake in an Indian company.

The Firm also assisted a global manufacturer of high quality electronic components during its acquisition of an industrial and telecom company in India.

The Firm was also instrumental in the acquisition of a group of companies by a company based in Dubai.


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 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 across 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 the leading aviation company'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 vets aircraft leasing agreements.

Ravi leads a team that supports Indian companies seeking access to foreign capital through external commercial borrowings (ECB). The team regularly interprets RBI circulars and is 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 of banking law and practise. Keeping the lenders' interests at the fore, they assist with securities' creation and perfection of charge documentation. Ravi was named as 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 among 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
Aviation
Project Finance
Banking & Finance
Corporate & Commercial
Government Affairs
Power & Energy
Shipping and Maritime


Contact details
Delhi office
ravikini@mvkini.com
(91) 11 2437 1038/1039/1040


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 laws.

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

Practice Areas
Corporate & Commercial


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


Els Reynaers Kini
Partner

Els Reynaers Kini is 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 P2ollution 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 also the founder member and General Secretary of the Nuclear Law Association of India.

Els is listed in the Who' s Who of Environmental lawyers. In the most recent 2016 edition, she is the only lawyer selected from India.

Els Reynaers Kini wrote an article on "India's Nuclear Trade-Inching Forward?" in Key Developments in Environmental Law 2014, published by Canada Law Book.

Practice Areas
Environmental Law
Project Finance
Corporate and Commercial
Power and Energy
Shipping and Maritime


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 extensive experience in dealing with compliance in various corporate, financial, human resource and commercial matters.

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

He advises clients on Company Laws, 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 extensive experience in advising clients in the construction and engineering, hospitality, infrastructure and real estate sectors. He was also listed as "Leading M&A Lawyer-General Corporate Practice" by ASIALAW India Annual Review-2011.

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.

Practice Areas
Banking & Finance
Capital Market
Corporate & Commercial
Government Affairs
Power and Energy


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