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Corporate Commercial

Ahlawat & Associates is amongst the leading full service law firms in India with offices in Delhi and Gurgaon. A&A’s current practice spans a wide spectrum such as Corporate and Mergers & Acquisitions, Business and Trade Law; Private Equity, Joint Ventures, Foreign Investment; Real Estate; Environment; Telecommunication; Policy and Regulatory; Intellectual Property; Employment and Labour; Education; Health care and Disputes & Litigation including Arbitration.

A&A brings together the expertise, strengths and leadership positions of its Partners in diverse practice areas.

Mergers and Acquisitions

A&A handles a full range of M&A transactions including mergers, amalgamations, reconstructions and demergers, acquisitions & divestments, buy-outs, buy-back, debt restructuring. Being amongst the coveted M&A Advisory Firms in India for its knowledge base and solution providers, our teams are skilled to take a transaction from start to finish, drafting and negotiating from term sheet stage to closing and advise on all ancillary aspects of the matter such as all aspects of regulatory communications, from drafting and filing to obtaining requisite approvals, acquisition advisory, entity formation, corporate secretarial matters etc. Our advice extends to legal, commercial and compliance issues concerning investment/ venture capital funds and private equity. We offer advice to fund managers and advisors to optimize asset allocation and enhance portfolio management.

The A&A team’s command over the mergers and acquisitions laws in India is our forte and aids in structuring entry and exit routes for investors, including private equity investments, advising on compliance with laws, regulations, organizational practices and procedures. We also assist the corporate management including boards of directors and board committees on diverse issues concerning corporate governance.

Entrenched in all aspects of private equity, the team providing best advice to the client throughout the lifecycle of their investment, offering experience and services. From pension funds to multi-asset managers, buyouts to portfolio company restructurings, our expertise covers every facet of the market ensuring that we are the go to Private Equity Legal Firm in India catering to the requirements of global investors as well.

Employment and Labour

A&A has extensive experience in advising, drafting and reviewing of employment agreements, handbooks, manuals, consultancy agreements, grievance settlement procedures, sexual harassment policies, rules & regulations, certification of standing orders and memoranda of settlement with trade unions and advising on a wide range of labour law issues. Our speciality lies in resolving issues relating to severance / termination, resignations/abandonment of job, closure and transfer of undertakings, domestic enquiries, gratuity, provident fund, employees’ state insurance, ESOPs to name a few.

A&A focuses on all imperative compliances as per applicable law in relation to employment, operative premises and/ or factory of employer, outsourced staff/contract labour and the legal consequences involved thus enabling our clients to be legally compliant. We analysis complaints pertaining to sexual harassment and the liabilities of the employer in case of any employee related dispute and the discovery of a permanent solution to such disputes in the most effective manner.

We also advise on day-to-day legal issues pertaining to operations, compliance, governance, obtaining requisite permissions from the regulatory authorities, statutory filings, maintenance of records and registers.

Litigation and Dispute Resolution

We handle matters before the courts, quasi-judicial authorities, and tribunals including the Supreme Court of India, High Courts of various states, District Courts, Company Law Board and Consumer Protection. Our civil, criminal and service litigation practice especially in the courts of Delhi have made us surpass any of the litigation firms in Delhi.

The Firm is also actively engaged in other Dispute Resolution processes such international & domestic arbitrations. We advise clients on strategies, potential disputes and mediations, and have conducted several matters involving complex issues of law.

We have gained a reputation of conducting our practice in a manner that has been lauded for its integrity and respected as one of the finest litigation firms in India.

Real Estate

A&A advises on matters relating to general laws regulating land and properties in India. It also assists in negotiating, drafting, settling and finalizing agreements relating to the sale and transfer of interest in land and properties by way of gift, exchange, release, conveyance, assignment and mortgage.

We conduct detailed title searches and investigations including due diligence for immoveable property and assist our clients with property development, re-development, issues relating approvals and licenses, assignments and conveyancing.

Our extensive experience of personal laws in India help us advice on matters relating to inheritance and devolution.

Intellectual Property

We structure franchise agreements, technology transfer agreements, licensing contracts, trademark assignment agreements and license and assignment agreements.

Further, we also conduct searches in the Trade Marks Registry with regard to the availability of identical or similar marks in respect of similar goods and service.

Tax

We advise clients across a wide range of tax and regulatory laws.
By accruing expertise and professionals who structure the most complex transactions and develop unique business models, we achieve maximum tax efficiency and full compliance for our clients.

NRI Services

We resolve any challenges faced while acquiring or transferring an immovable asset which includes systematic approach to property ownership search, land registry title search and organising ownership documents. We help simplify the process of documentation and registry in relation to the concerned property so that the client can comprehend the contracts/deeds clearly. We provide the client a comprehensive report that introduces him/her to both the area and valuation of the acquired land which helps make the process of sale/ transfer easier.

All matters in relation to landlord/ rental disputes, illegal occupancy, partition of property, real estate claims are handled by our dedicated team of litigation lawyers who have over a decade of experience in relation to such disputes and at courts of all levels. We protect, monitor and supervise matters as your representatives both in court and out of court.

Matters pertaining to marital and/ or family disconnect or resolution or adoption are dealt by us with the utmost privacy and respect for all parties. We realise that dealing with matters of emotive expression requires not only professional legal advice but also the sensitivity to realise that it can be a trying period for our clients.

We guide our clients by providing advice related to domestic and offshore company formation. We assist them in the registration process for the particular entity and also obtaining approvals from the concerned authorities such as RoC, SIA, FIPB, RBI and FEMA.

Our advice is not limited to only the applicability and provisions under the Companies Act, we lay out multiple options available along with the benefits/ restrictions of the investment/ incorporation/winding up, facilitating raising of funds, drafting the necessary documentation including registration, procurement of necessary approvals, contracts and if need arises, appearing before the Company Law Board.

Banking and Finance

Our expertise in Banking and Finance covers acquisition & leverage finance, structured finance, loans, restructuring, ECBs, asset securitization and various regulatory issues. A&A has been involved in some of the most complex transactions, requiring exhaustive knowledge of the finance market and legal framework.

Some of the transactions with which our team members have built their strong knowledge base include:

  • Drafted EPC and O&M Contracts for a company engaged in generating renewable energy for a power generation (using municipal solid waste) project in Sri Lanka.
  • Drafted EPC Contracts for a company established in 2010 solely for the purpose of developing, building and operating the Kabeli for a 37.6 run of the river hydroelectric power project in Nepal.
  • Drafted and negotiated EPC Contracts and advice on PPA and regulatory issues as counsel for electricity generation company for implementation of a 2500 MW gas based combined cycled power plant located at Navlakhumbre and Badhalwadi villages in Maval Taluka, Pune District in the State of Maharashtra, India.
  • Drafted and negotiated EPC Contracts for an Indian infrastructure development and finance services company for a 1200 MW sub-critical imported coal fired thermal power plant located in Cuddalore district, Tamil Nadu, India.
  • Drafted and negotiated the EPC Contract (crane construction) and handling contracts for a company dealing in marine infrastructure, logistic and shipping transportation services.
  • Drafted the EPC Contract for an SPV incorporated for the transportation infrastructure project in Mumbai, India that envisions the construction of multiple bridges over the Arabian Sea to reduce traffic-congestion between the Western Suburbs and the island city.
  • Drafted an EPC Contract for setting up a water treatment plant to be implemented in NOCL facilities by a leading company dealing in water and wastewater treatment.
  • Advised a real estate developer group in SEZ related electricity regulatory issues.
  • Advised an integrated infrastructure services company in respect of proposal for operation and maintenance services contract for the Delhi Gurgaon NH8 Expressway.
  • Advised India’s largest private sector enterprise power utility and construction company in devising strategy for issues faced during operation of Gurgaon Faridabad Toll Road.
  • Advised a state power corporation in relation to tariff changes due to delay in commissioning of bid out transmission project.
  • Advised the commissioned companies by a subsidiary of a global provider of transmission solutions for the power and telecom industries about tariff increase claims in bid out transmission projects for NR/WR strengthening.
  • Advised a global provider of transmission solutions for the power and telecom industries in respect of Renewable Purchase Obligation, Cross Subsidy Surcharge and electricity law compliance related issues.
  • Drafted the unbundling transfer scheme for transfer of generation, distribution, transmission and trading business from the Electricity Department, Government of Manipur under Section 131 of the Electricity Act, 2003.
  • Drafted the bid documents (RFP, Implementation Agreement & PPA) and assisting the Electricity Department of Manipur in the bidding process for implementation of six hydro power projects in the State of Manipur.
  • Advised a joint venture company in respect of PPA related compliances. The company was incorporated for implementing the 1050 MW (2X525 MW units) near the city of Dhanbad in the state of Jharkhand in India. This Project is India’s first Public Private power project.
  • Advised a sports marketing, event management and media company in Asia in respect of service provider agreement for a stadium in Kerala.
  • Advised an Indian electric utility company, in implementation of the first 4000 MW Ultra Mega Power Project in Mundra. Scope of work included detailed review of all project documents, drafting several project implementation contracts and other general legal advice.
  • Acted as legal counsel for a power transmission company to draft and negotiate project documents for implementation of the Western Region System Strengthening Scheme II – Power Transmission Project.
  • Risk analysis of pre-bid RFP documents and coordinating with the South African legal counsel for India’s largest integrated power company in IPP Peaking Power Generation Project, South Africa.
  • Advised and prepared reports for a company established to develop, construct and operate power projects both in India as well as internationally, on the benefits of applying for, or converting its existing/on-going power projects into Power SEZs.
  • Coordinated with Indonesian Counsel and drafted the MOU as acquirer’s counsel for proposed acquisition of a coal mine in Indonesia.
  • Reviewed and negotiated a port services agreement for a thermal power corporation which was to be executed with Krishnapatanam Port Company Limited in respect of Krishnapatanam port.
  • Advised and provided risk analysis of RFP documents in pre-bid stage, negotiating the concession agreement and other general legal advice as counsel of an integrated private sector power utility company for the first phase of Mass Rapid Transport System (Mumbai Metro-Phase I) Project in Mumbai.
  • Advised and provided risk analysis of RFP documents to an integrated private sector power utility company, in pre-bid stage for Hyderabad Metro Project.
  • Advised and provided risk analysis of RFP documents to a company specialized in generation, transmission, distribution and trading of power., in pre-bid stage for Delhi Airport Metro Link Project.
  • Drafted the Development Agreement and various project documents for India’s largest private sector enterprise power utility and construction company for a real estate project in Hyderabad which involved development of a 100 storey trade tower and business district. Scope of work included negotiation of transaction documents with State body and its consultants.
  • Advised and provided risk analysis of RFP documents in pre-bid stage for the Worli-Haji Ali Sea Link Project, negotiation and execution of Concession Agreement and drafting other transaction documents for the largest private sector enterprise power utility and construction company.
  • Drafted and negotiated transshipment agreements for a company whose business includes distributing coal and other minerals and ores.
  • Advised a Class ‘A’ internet service provider (ISP) on telecom regulatory issues for BWA spectrum bid, drafting share purchase cum shareholder’s agreements and other general advice.
  • Drafted iron ore mining related, raising and selling contracts for one of the foremost service provider of bauxite mining services in Karnataka, India.
  • Acted as lenders counsel for numerous banks on various project finance transactions for the following projects where scope of work included detailed due diligence of all project documentation, drafting amendments to existing project documents and drafting of all financing agreements:
    • 45 MW wind farm power project being implemented in Vashpet, Maharashtra;
    • 100 MW solar thermal power project being implemented in Pokhran, Rajasthan;
    • 40 MW Solar PV power project being implemented near village Dhursar, Jaisalmer district, Rajasthan, India;
    • 125 MW Solar PV power plants being implemented through 5 SPVs in Tamil Nadu;
    • 49.6MW wind power project being implemented in Gujarat;
    • 100.8 MW wind power project being implemented in Satara, Maharashtra;
    • National Highway (Deoli Kota Expressway) being in Rajasthan;
    • National Highway project being implemented in Tamil Nadu; and
    • National Highway project being implemented in Uttar Pradesh.
  • Acted as Borrower’s counsel for review and negotiation of financing documents for rupee lending by two leading finance companies providing services ranging from infrastructure financing, infrastructure development and investment banking in respect of 18 MW wind power project in Satara being implemented by one of the principal clean energy generation companies in India.
  • Acted as Borrower’s counsel to review and negotiate financing documents for a loan amount of around Rs. 14,000 crore, from a consortium of Indian and foreign lenders for Ultra Mega Power Project in Mundra.
  • Conducted a Due Diligence and drafted financing documents as Lenders counsel for a consortium of banks for lending of Rs. 5468 crore for a Steel Plant Project in Hazira, Gujarat.
  • Conducted a Due Diligence and drafted documents in an ECB refinancing for a mobile phone service provider.
  • Conducted a Due Diligence and drafted financing documents as Lenders counsel for a consortium of banks for lending of Rs. 1431 crore for part financing for the setting up an Iron Ore Pelletisation Plant in Orissa.
  • Conducted a Due Diligence and drafted financing documents as Lenders counsel for a consortium lending of Rs. 520 crore for part financing for the setting up of a Saw Pipe Project in Hazira, Gujarat.
  • Reviewed financing documents from Indian Law perspective and providing closing opinion in a foreign financing transaction with various banks, involving group companies in India.
  • Advise and review of loan documents availed by a USA based company engaged in digital marketing and communications platform for healthcare companies, from a full-service commercial bank based in USA that provides financial services to entrepreneurs and venture capitalists, which involved security creation documentation in India with respect to its subsidiary in India.