Advising clients on issues related to making a public offer in the Indian/international market.
The firm’s capital markets practice offers a range of legal services to Indian corporates planning to raise funds from the domestic and/or the international markets. FM owing to the rich experience of several reputed capital market transactions have emerged as a leading participant at both the Indian and global markets.
We enjoy an unparalleled ability to offer our clients a highly practice-specific advice given our combined knowledge base of securities law and the expertise of working with various industry sectors. Further, due to our ability to draw from our tax, banking and other expert practice areas, we are able to provide our clients with a complete legal and business solution. The firm’s close ties with the local stock exchanges and regulatory bodies help us to ensure that we are able to offer to our clients all the necessary assistance in complying with legal requirements.
The capital markets team at FM has been actively assisting Indian corporates in the issuance and listing of debt, equity and equity linked instruments. We also regularly advice companies looking to raise monies from domestic and international markets, regarding choice of instruments to be issued.
Advising clients on issues related to making a public offer in the Indian/international market.
Drafting the requisite documents for the initial public offering (“IPO”) /American Depository Receipts (“ADR”) /Global Depository Receipts (“GDR”) issue.
Conducting a legal due diligence exercise in the context of the disclosure to be made by the issuer in the Red Herring Prospectus/Information Memorandum/Listing Circular/registration statement etc.
Assisting the issuer company to comply with all listing requirements including overseas in case of ADR/GDR by co-coordinating with international law firms and other intermediaries.
Advising clients on issues relating to the raising of debt/capital including the Indian regulatory approvals required.
Spice Jet Limited – represented Spice Jet Limited on its USD 90 Million FCCBs issue on the Luxembourg
Stock Exchange.
Satluj Jal Vidyut Nigam Limited (SJVN), a joint venture company between GOI and Government of Himachal Pradesh (GOHP)- legal advisors to the Government of India (GOI) for its proposed disinvestment ; the GOI proposes to disinvest 10% of its equity in the company through public offering.
Era Construction (India) Limited – represented Era Construction (India) Limited on its USD 90 Million FCCBs issue on the Singapore Exchange Securities Trading Limited.
Sterling Biotech Limited- represented Sterling Biotech Limited raising USD 20 Million FCCB issue on the Luxembourg Stock
Exchange.
Satnam Overseas Limited - represented Satnam Overseas Limited on its USD 15 Million FCCBs issue on the Luxembourg
Stock Exchange.
Ind-Swift Laboratories Limited- represented Ind-Swift Laboratories Limited on its USD 20 Million GDRs issue on the Luxembourg Stock Exchange.
Visu International Limited - represented Visu International Limited on its USD 20 Million GDRs issue on the Luxembourg
Stock Exchange.
Kohinoor Broadcasting Limited - represented Kohinoor Broadcasting Limited on its USD 29 Million GDRs issue on the Luxembourg Stock Exchange.
Himachal Futuristic Communications Limited - represented Himachal Futuristic Communications Limited on its USD 30 million GDR and USD 20 million FCCB issue on the Luxembourg Stock Exchange.
CAT Technologies Limited - represented CAT Technologies Limited on its USD 15 million GDR issue on the Luxembourg
Stock Exchange.
Maars Software International Limited - represented Maars Software International Limited on its USD 15 million GDR issue on the Luxembourg Stock Exchange.
Soma Textiles & Industries Limited - represented Soma Textiles & Industries Limited on its USD 17.29 GDR issue on the Luxembourg Stock Exchange.
IKF Technologies Limited - represented IKF Technologies Limited on its USD 11 Million GRD issue on the on the Luxembourg
Stock Exchange.
Aksh Optifibre Limited - represented Aksh Optifibre Limited on its USD 8.75 GDR issue on the Luxembourg
Stock Exchange.
Rana Sugars Limited - represented Rana Sugars Limited on its USD 20 GDR issue on the Dubai International Financial
Exchange.
Flex Industries Limited - represented Flex Industries Limited on its USD 85 Million FCCBs issue on the Singapore Exchange Securities
Trading Limited
ANG Auto Limited - represented ANG Auto Limited on its USD 12 Million FCCBs issue on the Singapore Exchange Securities Trading
Limited.
K Sera Sera Productions Limited - represented K Sera Sera Productions Limited on its USD 25 Million GDR issue on the Luxembourg Stock Exchange.
K Sera Sera Productions Limited - represented K Sera Sera Productions Limited on its USD 25 Million GDR issue on the Luxembourg Stock Exchange.
Cybermate Infotek Limited - represented Cybermate Infotek Limited on its USD 12 Million GDR issue on the Luxembourg
Stock Exchange.
Kohinoor Broadcasting Corporation Limited - represented Kohinoor Broadcasting Corporation Limited on its USD 18 Million GDR issue on the Luxembourg Stock Exchange.
Tyche Peripheral Systems Limited - represented Tyche Peripheral Services with respect to its issue of US$ 12,000,000 3% Foreign Currency Convertible Bonds Million (subject to an over allotment of US$ 3 million of such bonds).
Bihar Tubes Limited - represented Bihar Tubes Limited with respect to its GDR issue of US$ 20 million on the Luxembourg
Stock Exchange.
Sybly Industries India Limited - represented Sybly Industries India Limited with respect to its GDR issue of USD 6.995 million on the Luxembourg Stock Exchange.
Beckons Industries Limited- represented Beckons Industries Limited with respect to its GDR issue of USD 4.65 million on the Luxembourg Stock Exchange.
Asahi Infrastructure and Projects Limited - represented Asahi Infrastructure and Projects Limited with respect to its GDR issue of USD 5.9 Million on the Luxembourg Stock Exchange.
IT People (India) Limited – represented IT People (India) Limited with respect to its GDR issue of USD 9 Million on the Luxembourg Stock Exchange.
IKF Technologies Limited - represented IKF Technologies Limited with respect to its USD 10 Million GDR issue on the Luxembourg Stock Exchange.
Avon Corporation Limited – represented Avon Corporation Limited with respect to its USD 10 Million GDR issue on the Luxembourg Stock Exchange.
| Sr. No. | Name of the Company | Lead Manager | Indian Counsel for |
|---|---|---|---|
| 1. | Videsh Sanchar Nigam
Ltd., Bombay Govt. of India (Disinvestment) | KleinwortBenson
Salomon Smith Barney and Jardine Fleming | The Company & Govt. |
| 2. | Steel Authority of
India Ltd. | Merrill Lynch | The Company |
| 3. | State Bank of India | Merrill Lynch/
Lehman Bros. | The Company |
| 4. | MTNL Government Disinvestment | Merrill Lynch, HSBC, Goldman Sachs | GOI |
| 5. | VSNL Conversion of existing GDRs to ADRs | CSFB, Salomon
Smith Barney | VSNL |
| 6. | Union Bank of India | ICICI Securities | The Bank |
| 7. | Bank of Maharashtra | SBI Capital Markets Limited | The Bank |
| Sr. No. | Name of the Company | Lead Manager | Indian Counsel for |
|---|---|---|---|
| 1. | ITC Limited, Calcutta | Merrill Lynch | Lead Manager |
| 2. | Mahindra & Mahindra Ltd., Bombay | Banque Paribas | The Company |
| 3. | Wockhardt Ltd., Bombay | Barclay de | The Issue |
| 4. | Garden Silk Mills Ltd., Surat | Garden Silk Mills Ltd., Surat | Lead Manager |
| 5. | EID Parry (India) Ltd., Madras | Banque Paribas | The Company |
| 6. | Dr. Reddy's Laboratory Ltd., Hyderabad (GDR) | Baring Bros. & Co. Ltd. | Lead Manager |
| 7. | Gujarat Narmada Fertilisers & Chemicals Ltd., Bharuch | Crossby Securities | The Company |
| 8. | Usha Beltron Ltd., Calcutta | Lazard Brothers & Co.Ltd | Lead Manager |
| 9. | Shriram Industrial Enterprises Ltd., Delhi | James Capel
& Co. Ltd. | Lead
Manager |
| 10. | Bajaj Auto Ltd.,
Pune | KleinwortBenson | Lead
Manager |
| 11. | Saw Pipes Ltd. | KleinwortBenson | Lead Manager |
| 12. | ITC Bhadrachalam Paperboards Ltd.,
Hyderabad. | Merrill Lynch | Lead
Manager |
| 13. | NEPC Micon Ltd., Madras | Jardine Fleming | The Issue |
| 14. | Rajasthan Spinning & Weaving Mills Ltd. | W.I.Carr-Indo Suez Asia | Lead Manager |
| 15. | HEG Limited | W.I.Carr-Indo Suez Asia | Lead Manager |
| 16. | Mahindra & Mahindra Ltd. (Convertible Bonds) | Goldman Sachs | Company FCCB |
| 17. | Hutchison Max Ltd. | Goldman Sachs | Lead Manager |
| 18. | Usha Ispat Ltd. | Banker's Trust | Lead Manager |
| 19. | Tata Electric Companies Euro Note | Chase Manhattan | Lead Manager |
| 20. | Dr. Reddy’s Laboratories (ADR) | DSP Merrill Lynch | Lead Manager |
| 21. | HDFC Bank | DSP Merrill Lynch | Lead Manager |
| 22. | Bharti Tele Ventures Limited
(First 100% book building public offering) | JM Morgan Stanley
DSP Merrill Lynch | Lead Manager |
| 23 | NDTV Limited | JM Morgan Stanley | Lead Manager |
| 24 | Data Access India Limited | SSKI Corporate Finance Private Limited
Enam Financial Consultants Private | Lead Manager |
| 25. | Uttam Sugar Mills Limited | IL & FS Investsmart Ltd
IDBI Capital Markets Limited | The Company |
| 26. | Paramount Communications Limited | Arkios Limited | The Company |
| 27. | Era Constructions Limited | Elara Capital Advisors Limited | The Company |
| 28. | Alps Industries Limited | Elara Capital Advisors Limited | The Company |
| 29. | Evinix Accessories Limited | Allianz Securities Limited | The Company |
| 30. | Oriental Trimex Limited | Allianz Securities Limited | The Company |
| 31. | T.T. Limited | Allianz Securities Limited | The Company |
| 32 | Panoramic Universal Limited | Elara Capital Advisors Limited | The Company |
| 33 | Riga Sugar Company Limited | Elara Capital Advisors Limited | The Company |
| 34. | Gulshan Sugar and Chemicals Limited | SREI Capital | The Company |
| 35. | Spice Telecom | Enam Financial Consultants | The Company |
Funds and fund investments
Our funds practice team serves clients including domestic and offshore private investment funds, including hedge funds, private equity funds, venture capital funds, real estate funds and mutual funds. We advise our clients on all aspects of fund organisation, structuring, including domicile, exemptions on registrations, tax efficiency and commercial issues like fee and compensation structure. We offer a broad array of legal know-how to support the formation and ongoing operations of our fund clients, ranging from fund organization and management to tax and litigation counsel.
In advising our clients across a full range of issues that they face in today’s rapidly evolving and changing economic and regulatory environments, we combine the resources of our general corporate advisory, tax, securities and employment practice groups to provide the full array of services to funds.
Advising clients in relation to structuring, including advise on business strategic issues like structuring of carried interest etc.
Tax advise including advise on choice of tax favorable jurisdiction for routing the investments in India including liaising with overseas counsel.
.
Drafting and vetting of constitution documents and related documentation including the private placement memorandum, investment management agreements, investment advisory agreements and other such documents.
Advising and assisting clients in complying with local Indian registration requirements including liaising with the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI") and the Foreign Investment Promotion Board ("FIPB").
Advising and assisting clients on other related matters including drafting of employment agreements of fund employees etc.
An indicative list of our fund clients is as follows:
| Sr. No. | Name of the Company | Lead Manager | Indian Counsel for |
|---|---|---|---|
| 1. | Ashmore Alchemy Investment Advisors (India) Private Limited/ Ashmore Alchemy Investment Managers (Mauritius) LLC | Alchemy Partners LLP and Ashmore Investments (UK) Limited | Indian counsel to the Fund, Fund Manager and Investment Advisory Company in India. |
| 2. | CPI Capital Partners Asia Pacific, L.P. | Cet Technologies Pte Limited | Indian counsel to the Fund on employment and tax issues. |
| 3. | The India Fund | Merrill Lynch Inc./ Unit Trust of India. | Indian counsel to the Fund on employment and tax issues. |
| 4. | India Magnum Fund Ltd Formerly India Magnum Fund N.V. | Morgan Stanley Group Inc./State Bank of India | Indian counsel to the Fund |
| 5. | Asian convertibles and income Fund
| Asian Development Bank/State Bank of India | Indian counsel to the Fund |
| 6. | Commonwealth Income Equity Fund | Batterymarch Canada Inc./Canara Bank/now HDFC | Indian counsel to the Fund. |
| 7. | Morgan Stanley Growth Fund | Morgan Stanley Group Inc. | Indian counsel to the Fund. |
| 8. | Sun F&C Mutual Fund | Foreign & Colonial UK/Sun Securities India | Indian counsel to the Fund. |
| 9. | The Templeton Mutual Fund | Franklin Templeton Group, US | Indian counsel to the Fund. |
| 10. | India Performance Fund Mauritius | Sun Capital Limited, New Jersey | Indian counsel to the Fund. |
| 11. | Oryx Fund Ltd | Sun Capital Limited, New Jersey | Indian counsel to the Fund. |
| 12. | India Investment AG Zurich | Morgan Stanley Asset Management Inc. | Indian counsel to the Fund. |
| 13. | India Investment Fund Mauritius | Morgan Stanley Asset Management Inc. | Indian counsel to the Fund. |
| 14. | India Special Situations Fund, Mauritius | Morgan Stanley Asset Management Inc. | Indian counsel to the Fund. |
| 15. | DSP Merrill Lynch Mutual Fund | Merrill Lynch Asset Management and DSP Merrill Lynch Financial Consultants Ltd. | Indian Counsel for Merrill Lynch Asset Management |
| 16. | TATA Mutual Fund | Dresdner Kleinwort Benson Ltd/Tata Finance Ltd. | Occasional advice given to DKBL Ltd. |
| 17. | ITC Thread Needle Mutual Fund | ITC Industries and Thread needle Asset Management UK/Zurich Insurance Group
| Indian advisers to Threadneedle Asset Management plc & occasional to the Fund |
| 18. | BIRLA Mutual Fund | Birla Group/Capital Group Company Inc., USA | Advice given from time to time to the Fund and Asset Management Company. |
| 19. | Sundaram Newton Fund | Sundaram Clayton Finance Ltd and Newton Asset Management UK
| Indian Advisor to Newton Asset Management Ltd. |
| 20. | SBI Mutual Fund | State Bank of India | |
| 21. | NICO UCO Mutual Fund (Proposed) | Hambros Bank | Advisers to the Hambro Bank |
| 22. | ICICI Mutual Fund. | J P Morgan/ ICICI Ltd. | Indian Advisors to JP Morgan Asset Management Ltd. |
| 23 | Nagarjuna Mutual Fund | Nagarjuna Group | Advisors to the Fund |
| 24 | India Infrastructure Fund | Unit trust of India/AMP Australia | Advisors to the Fund |
| 25. | India Media, Internet and Communication Fund | Unit trust of India/AMP Australia- | Advisors to the Fund |
| 26. | Henderson India Fund | Henderson Management Partners | Advisors on Indian issues |
Private equity investments and corporate structuring
Our private equity and corporate structuring lawyers assist domestic, multinational and foreign companies in making acquisitions and investments in Indian and abroad. Our experience covers the entire private equity spectrum, including structuring and making equity investments, negotiating bridge and debt financing for portfolio companies, structuring follow-on investments and disposing of investments through private or public sales.
The team also provides advisory services in many different commercial projects and transactions, such as corporate formation and regulatory compliance (including licenses and permits), mergers and acquisitions, joint ventures, privatization, and various other investment transactions.
Our team of lawyers, company secretaries and chartered accounts have specialize in the areas of corporate finance, capital raising, investment targeting, evaluation and assessment, transaction structuring and negotiations. The team has successfully concluded a range of commercial transactions in and outside India including organizing and executing due diligence exercises and identifying the most suitable and efficient legal and tax structure for investments. Our international expertise coupled with our local expertise allows us to provide our services to many international entities in various business ventures across the globe.
Also, the firm regularly publishes informative newsletters and alerts on covering areas like FDI and taxation and distributes the same to the firm’s vast network of clients and friends.
| Sr. No. | Name of the Company | Name of the Company |
|---|---|---|
| 1. | Gas Authority of India Limited | Advised on restructuring of Dabhol Power Company (“DPC”). DPC owns the world’s largest gas based power plant. |
| 2. | Trak Services Private Limited | Advised Trak (owning a chain of restaurants under the brand name Mark Pi) in relation to private equity investment by GEM Holdings. |
| 3. | Valtimet SAS France | Advise on acquisition of an Indian Company based in Hyderabad which process involved structuring for a phased buyout. |
| 4. | Fortune Brands, Inc. | Advised with respect to acquisition of a leading liquor manufacturer and restructuring of business of an Indian company as a part of global arrangement. |
| 5. | Actis Assets Fund 2, L.P. | Advise in relation to asset transfer by Asian Finance and Investment Corporation Limited to the client. |
| 6. | HSBC, Hong Kong | Advise in relation to transfer of their merchant banking business to a wholly owned subsidiary of a joint venture between HSBC, Hong Kong and Global Payments. |
| 7. | Bayer Diagnostics India Limited / Bayer Healthcare LLC and Bayer CropScience Limited | Advised with respect to sale of shares of an Indian listed company pursuant to the SEBI takeover code and advise on sale of business by the company. |
| 8. | Saipem S.p.A | Advise in relation to acquisition of shares in an Indian entity. |
| 9. | Tyco International Limited | Advise in relation to restructuring of the Company. |
| 10. | Citigroup Property Investors | Advice in relation to its various private equity and other investments in India. Currently advising with respect to a joint venture with HDFC and Portman, USA regarding development and construction of hotels, conducting due diligence on a Company proposing to set up IT SEZ/ Software Technology Park and obtaining all approvals and clearances for setting up of STP/SEZ, advise in relation to setting up hotel projects in Chennai and Bangalore. Our scope of work includes, title search of the project land, incorporation of the company, seeking licenses and approvals, drafting shareholders agreement, share subscription agreement and other project documentation, achieving closing of transaction. |
| 11. | Lloyds TSB Global Services | Advise to the client in relation to in setting up their outsourcing operations in India, assisted in negotiating contracts for the same. |
| 12. | Posco, Korea. | Advise in relation to structuring the group’s investment in India and drafting and negotiating the related documentation. |
| 13. | Kaplan Inc. | Advise in relation to global acquisition by Kaplan Inc. of Eminds and its subsidiaries in India. |
| 14. | Praxair India Pvt. Ltd. (a subsidiary of Praxair Inc.) | Advise in relation to acquisition of industrial gas units from Hindustan Gas & Industries Ltd. in various parts of India. |
| 15. | Mitsubishi Corporation and Howa Mining Machinery Company | Advise in relation to acquisition of a textile machinery unit in India. |
| 16. | Howden-Sirocco Limited, U.K. | Advise in relation to privatization of a manufacturing unit. |
| 17. | Siebe Plc. and BTR Plc. | Advise in relation to the merger of the companies. |
| 18. | Polygram and Seagram | Advise in relation to the merger of the companies. |
| 19. | MetLife Corporation | Advise in relation to acquisition of an Asset Management Company. |
| 20. | Chase Manhattan and JP Morgan Merger | Advise in relation to the merger of the entities. |
| 21. | Tokai Bank and Sanwa Bank merger | Advise in relation to the merger of the entities. |
| 22. | Sema Plc. and Schlumberger | Advise in relation to the merger of the entities. |
| 22. | Ingram Micro Inc., USA | Advise to the company in relation to increasing its stake in the Indian venture. |
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