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September 10 2015 • Sofitel Mumbai BKC, IndiaBenefits of attending:n Discuss the latest regulatory changes impacting M&A and PE dealmakingn Understand liberalisation opportunities in the marketn Explore the latest trends deals including using technology, deal terms, exit terms, joint ventures and

negotiation strategiesn Learn how to overcome post-integration integration challengesn Grasp evolving tax changes

Cautious optimism and capitalising on opportunities

India M&A Forum 2015

FREE to attend

for in-house counsel

Sponsored by

To register, or for more information: Visit: www.iflr.com/indiama2015 Email: registrations@iflr.com Call: +44 (0) 20 7779 8740

Media partnersSupported by

h e m a n t s a h a i a s s o c i a t e s

a d v o c a t e s

India M&A ForumSeptember 10 2015 n Sofitel Mumbai BKC, India

INTrODuCTION

Bold initiatives have been proposed to make investment more conducive in India following the much anticipated

Budget. Practitioners on the ground are hopeful that the changes in turn will spur the M&A market. With global

market players targeting this jurisdiction with interest and confidence, IFLr is launching the India M&A Forum to give

stakeholders the key know-how on developments and trends in transactions, regulatory and market practices.

Concerns surrounding interpretation and application remain when it comes to implementation of these changes. The India

M&A Forum will tackle these issues in a panel format. register now to stay keep abreast of the fast-changing landscape.

For sponsorship opportunities, please contact simon.king@euromoneyasia.com. To register as a delegate, please

contact registrations@iflr.com.

Who you will meet:n Head of M&An Head of legaln General counseln Institutional investorsn Private practice lawyersn Regulatorsn M&A consultantsn Investment bankers

To register, or for more information: Visit: www.iflr.com/indiama2015 Email: registrations@iflr.com Call: +44 (0) 20 7779 8740

The hotel: Sofitel Mumbai BKCC-57 Bandra Kurla Complex, Bandra (East), Maharashtra400 051 Mumbai, IndiaTel: +91 22 6117 5000

AGENDA

India M&A ForumSeptember 10 2015 n Sofitel Mumbai BKC, India

8.50 Registration

9.20 Welcome remarks from IFLR

9.30 An overview: Is there finally regulatory certainty in India? n Review: deal flow in the past 12 months n The opportunities for PE and strategic investments n What are they key regulatory changes to be aware of? n Outlook: how regulatory changes will impact deals in 2015-2016

Mohit Saraf, senior partner, Luthra & Luthra Law Offices (Chair) Raj Balakrishnan, managing director, co-head of India investment banking, Merrill Lynch Ruetveij Pandya, executive director and associate general counsel, JP Morgan Karan Pahwa, India counsel, Bessemer Venture Partners Padmaja Chakravarty, director and deputy general counsel, Citi

10.25 Making the most of liberalised FDI rules n What liberalisation in defence and insurance means for foreign investors n What to consider when investing in previously restricted industries n Discussing opportunities in sectors to be liberalised n The 49% limit: defining control post-Jet/Etihad n What is the future of multibrand retail? n Industry focuses: consumer, insurance, retail, e-commerce and infrastructure

Cyril Shroff, managing partner, Cyril Amarchand Mangaldas (Chair) Nivedita Rao, partner, Cyril Amarchand Mangaldas Ashish Adukia, head, group corporate finance, Aditya Birla Group PK Bagga, senior consultant & former OSD – capital markets & investment, ministry of finance, Government of India

11.15 Networking and coffee break

11.35 Cross-border M&A made easy: trends and challenges n Recent trends in the Asia/Middle East M&A landscape n Essential aspects for Asia/Middle East M&A: differences, due diligence, documentation n Transaction structures: risks and best practices n Addressing corruption and non-compliance n Transactional documentation: risks and best practices n Dispute resolution strategies

Andrew Martin, partner, head of the corporate & securities practice group, Baker & McKenzie (Chair) Jayshree Gupta, Partner, Baker & McKenzie S Durgashankar, president – group M&A, corporate accounts, group secretarial, Mahindra & Mahindra Anurag Singh, business director, South Asia, The Chemours India Pvt

12.30 Best practices in joint venture: governance, competition, and exit strategies n What does the legal trend for the establishment and the operation of JVs tell us? n Evaluating key industry specific conditions or terms of joint ventures n Allocating corporate opportunities and rights to compete n Blind spots: how to determine governance and control issues n Deadlock resolution and exit processes n How takeover regulation changes such as insider trading and delisting regulations is impacting the market

Shardul Shroff, executive chairman, Shardul Amarchand Mangaldas (Chair) Akshay Chudasama, managing partner, Shardul Amarchand Mangaldas Pramod Rao, general counsel – India, Citibank Nilanjan Sinha, general counsel, GE Capital India

13.20 Networking lunch

14.10 How the PE landscape has changed to present new opportunities n Post-election optimism for PE n How to structure your investments: put and call clarity n Amendments to the Permanent Establishment norms: what this means for managers n FCPA and dispute resolution concerns n Deal trends and exit options Geoffrey Burgess, partner, Debevoise & Plimpton (Chair) Parveet Singh Gandoak, associate, Debevoise & Plimpton Bhavna Thakur, head of capital markets and exits, Everstone Capital Ajay Candade, principal, private equity, KKR

15.05 FOCUS: Investing in technology in India n How the tech sector sets an example for India Inc n Growth of e-commerce: legal considerations for investing in early- stage companies n How to structure your investment n Exit options: are foreign listings the answer?

Vijaya Sampath, senior partner, Lakshmikumaran & Sridharan (Chair) Ajay Joseph, partner, Lakshmikumaran & Sridharan Raju Dodti, senior director and head – legal (alternatives), IDFC Alternatives Ajay D’Cruz, company secretary and legal counsel, Jones Lang LaSalle India Nitin Bhatia, managing director, Signal Hill

15.55 Networking and coffee break

16.15 Overcoming post-acquisition teething problems n Factors influencing the integration process: a retrospective look at optimal due diligence processes n Integration timeline: how to develop and implement an effective roadmap n Moving workforce: union issues, transfer, compensation packages, working conditions etc. n Tax risks and identifying tax planning opportunities n Recent anti-corruption enforcement actions: closer look at recent case studies such as United Spirit and Diageo

Hemant Sahai, managing partner, HSA Advocates (Chair) Aparajit Bhattacharya, partner, HSA Advocates Ajay Vaidya, general counsel, Kotak Mahindra Capital Co, Mumbai Anand Sonbhadra, group CFO, GETIT Infoservices / ASKME Anil Talreja, partner, Deloitte

17.10 The latest on tax issues when structuring your M&A and PE transactions n How Budget 2015/16 may affect M&A structuring decisions n Favourable tax structures for strategic and PE investments assessed n Should companies continue to worry about retrospective taxes? n Considering offshore holdco structures before Gaar implementation n Exit mechanisms and options

Vivek Gupta, partner, BMR Advisors (Chair) Rajendra Nalam, partner, BMR Advisors Arindam Lahiri, regional tax head – APAC, SunEdison Amit Rana, vice-president – tax, GE Capital India Ravi Tela, head of corporate taxation, Edelweiss

18.00 Close of conference

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CANCELLATION POLICY: If you cannot attend you must cancel your registration in writing by 20 August 2015 to receive a refund less a 10% administration charge. Cancellations received after 20 August 2015, or no shows, are liable for the full conference fee (where applicable). You may send a substitute to attend in your place at no extra charge, however we must know by 8 September 2015 via email. We cannot accept verbal cancellations. If you make your booking online, by email or via the telephone, you are automatically adhering to our terms and conditions.

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