Corporate, Tax and Business Advisory Law Firm

VAISH ASSOCIATESADVOCATES

Vaish Associates is an integrated global law firm, advising domestic

and international clients for over thir ty years.

Mr. O P Vaish, who is a designated Senior Advocate,

Supreme Court of India, founded the firm in 1971. With strategically-

placed head office in New Delhi, the Capital of the country and a

regulatory and compliance center and a branch office in Mumbai, the

financial capital, the firm is providing a broad range of legal services to the

commercial, industrial and financial communities. The firm’s

client list consists of an impressive array of multinational companies and

large Indian business houses. The constant endeavor of the firm is to

provide its clients with impeccable quality service and value for money,

keeping in mind the clients’ goals and objectives. A blend of lawyers,

accountants, company secretaries form the core of the Vaish team.

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Some of our lawyers have either studied or workedinternationally. Our associates are very well exposedto the international legal environment, providingthem with an understanding of inherentrequirements of foreign clients and cross-bordertransactions of domestic clients.

Vaish Associates uses a team approach. We have astrong team of 35 fee earners in New Delhi officeand 10 in Mumbai. We believe the clients benefitfrom our associates’ creativity in devising acomposite solution for the client.

The associates are easily accessible round the clockfor addressing clients’ concerns. We offer creativebilling arrangements having regard for the clients’convenience and comfort. We publish and circulate abimonthly newsletter, which helps clients keepabreast with the legal environment in general andlaws pertaining to their industry in particular. Thefirm frequently organizes seminars and workshopsexclusively for the clients on developments in law.

Vaish Associates is a member of the World LawGroup which is a network of independent law firmslocated in most of the world’s major commercialcities. It consists of 49 firms and represents 37countries.

Areas of Practice

Transactional and Business Law Practice

� Banking Law� Business Process Outsourcing� Commercial Law� Competition Law� Conveyancing� Criminal Laws relating to Economic Offences� Employment Law� Foreign Direct Investment [FDI]� Foreign Exchange Laws� Foreign Exchange Management Act (FEMA)� Prevention of Money Laundering� Franchising� Information Technology Law� Infrastructure� Insurance� Intellectual Property Rights (IPRs)� Mergers and Acquisitions� Real Estate� Securities & Capital Markets

Tax Practice

� Taxation – Direct and Indirect, Domestic and International

Litigation /Dispute Resolution

� Arbitration� Civil and Commercial Litigation� Consumer Law� Environmental Law� Tax

A r e a s o f P r a c t i c e

Transactional & Business Law Practice

The Foreign Investment, Business Advisory andCommercial Laws Group has a dedicated team ofspecialized professionals who advise on all aspectsof inbound and outbound investments, jointventures, technical collaborations, distribution andfranchise arrangements. The Group has assimilatedvaluable experience on aspects of foreign exchangelaws, regulatory approvals, setting up business,industry-specific licences and registrationprocesses, and expatriate employment. This Group,apart from providing basic legal advice, also coversspecific industry-related regulations and is active inadvising clients on cross- border transactions,formation of joint-venture companies, drawing upof contracts and regulatory applications andcreating transaction-specific innovative legaldocuments. The Group looks at transactions in aholistic manner and covers issues on setting upbusiness, including employment, real estate issuesand import–export policy implications on a projectand thus provides comprehensive assistance to theclients. The team negotiates structures andimplements composite joint-venture and acquisitionarrangements. This Group also advises clients insetting up businesses overseas.The Banking and Finance Group is activelyinvolved in advising its banking clients on variousinnovative credit documents. The firm assistsIndian and overseas banks in asset backed

mortgage financing, income stream recoursefinancing, equipment supply financing, commodityfinancing, international factoring, trade finance,creating the entire gamut of loan and bankingdocumentation, Internet banking, securitizationand specialized banking services like non-residentIndian banking. We have also assisted clients insetting up banks, and non-banking financecompanies. The firm has been actively involved indrawing and negotiating guarantees andenforcement thereof. We analyze different optionsand structure various kinds of loan and credit-related transactions. The Group excels in thepreparation of comprehensive bankingdocumentation for long and short-term lending,term financing, working capital financing and fund-based banking. The Group has handled severalforeign currency borrowings and Indian creditstructures.The Mergers & Acquisitions and BusinessReorganization Group assists clients in complexmerger transactions. The firm has handled mergersto achieve consolidation of holdings, merginghived-off companies as a part of corporaterestructuring, establishing strategic alliances,expansion of business, besides stock and assetpurchases, tender offers and leveraged buyouts. Thefirm has expertise in planning strategies for bothacquirers and potential acquisition targets indomestic and cross-border transactions. The firmconducts due diligence for clients and obtains

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regulatory approvals essential for synergizingdistinct corporate entities.Merger transactions require a multidimensionalstrategy involving court, creditor and corporate,negotiating the transaction through tax and stampduty regulations, promoter and public shareholdingissues, allocation of intellectual property andgoodwill, environmental impact and impact onemployees and sometimes political and publicimplications. We have been able to providecomprehensive and confederated advice negotiatingthrough complex regulatory implications.The Corporate and Securities Practice Group is wellequipped to handle matters related to the SecuritiesContract Regulations Act, 1956 (SCRA) and normsand guidelines laid down by the Securities andExchange Board of India (SEBI). The team workson transactions which have a significant impact onthe takeover code, listing laws, promoter lock-ins,prudential norms on preferential and rights issuesetc. We also assist clients on international debt andequity offerings. We acquaint clients with insidertrading norms, compliances and defences.The Outsourcing Group gives extensive advice toforeign companies on the modalities involved in theoutsourcing of business process, IT services,financial services, medical transcriptions, etc. Weadvise the clients on employment law issuesinvolved in establishing of BPOs. We also acquaintthe client with the privacy laws in India, and ways fora client to ensure the confidentiality of datatransferred cross border.The Intellectual Property Group representsdomestic and international clients in patents,trademarks and copyright registrations. We also dealwith other transactional matters associated with IPR,such as licensing, counselling and litigation. TheIntellectual Property Group and the OutsourcingGroup work together to ensure protection of IPrights in international outsourcing transactions.

Tax Practice

Historically, on account of the founder’s RevenueService background, the firm is best known for itsstrength in tax-efficient structuring of businesses,opining on national and international direct andindirect tax issues and conducting tax-relatedlitigation at appellate levels.The International & Domestic Tax Practice Grouptakes a long-term strategic approach on meetingclient’s needs at the domestic and international levels.The firm’s strength lies in litigation, advisory,compliance and planning on direct tax matters. Thetax lawyers devise innovative ways to structurecorporate and financial transactions. The transactionlawyers have the speciality in structuring cross-bordertransactions, including mergers and acquisitions,liquidations, reorganizations and leveraged buyouts.In the recent past, the firm has, in addition tohandling tax litigation relating to traditional taxissues, has been engaged in litigation on new areassuch as taxation of e-commerce and also insignificant issues arising out of tax treaties.The firm has been actively involved in the matters oftransfer pricing issues, arising in cross- bordertransactions.The firm has an exclusive Group dealing with servicetax matters ever since the introduction of this new taxin 1994. It also has an exclusive group to handle ValueAdded Tax (VAT), which was introduced from1.4.2005 in 21 States of India.

Litigation

The Litigation Group handles, inter alia, mattersrelating to recovery by banking and financialinstitutions. We have represented our clients in suitsrelating to damages arising out of the breach ofcommercial contracts. We have filed and defendeddisputes relating to dissolution of firms andrendition of accounts. The team combines substantialexperience in both trial and appellate courts. Thefirm has also significant experience of representingclients in MRTP courts, now being replaced by theCompetition Commission.

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I l l u s t r a t i v e S e c t o r E x p e r i e n c eInformation Technology and BusinessProcess Outsourcing Sector

We have advised clients on IT-related laws, includingprovisions of the Information Technology Act, 2000. Ourclients include businesses engaged in web-basedtechnologies, software development, banking, ITeducation, BPO operations, etc.The aspects of work we have covered include:� Setting up of joint venture between a US based BPOmajor and an Indian company from the stage of advisingon entry strategies, procuring key approvals, etc.,� Advising on setting up of IT enabled services facility inIndia through a branch office route,� Advising on setting up of a subsidiary entity in India ofa US based company for insurance documentmanagement services and subsidiaries for call centerservices, credit card related services.� Mergers and acquisitions, including reverse mergers.� Restructuring of subsidiaries and segregation ofeducation and software business.� Joint ventures and technical collaborations.� Setting up of back-office operations of an Indiansoftware major.� Rendering assistance in the setting up of a software andback-office support service company for globaloperations.� Setting up of online services for customer support andbanking.� Setting up and developing of the legal structure for NetBanking, web-site, handling issues on exchange controland Internet banking law.� Advice on issues related to web hosting with servers inIndia.� Advice on facilitating money transfers to online securesite.� Structuring of Internet-enabled services to clientswithout having presence in India.� Drafting of software and hardware licence agreementsfor licence of software and hardware to a bank.�Advice on Company law, IPR-related issues and taxmatters.� Drafting and negotiating web training center licenceand franchise agreements.� Obtaining approvals of the Foreign InvestmentPromotion Board, registration under the SoftwareTechnology Park Scheme and Export-Oriented UnitsScheme.

� Structuring and advice related to online booking andreservation web site for a hotel company.

Telecom Sector

� Advice related to interpretation of Government policyon telecom services such as basic telecom services,cellular telecom services, international long distanceservices, internet services, selling of transponder spacein India, etc.� Advice on project related tax implications includingthose relating to license fees, inter-connect agreements,etc. and assistance in the pleadings before taxauthorities for assessment of tax.� Assistance in setting up joint ventures/subsidiaries inIndia, advice on regulatory issues and assistance incontract documentation.� Assistance in various matters related to restructuring oftelecom companies.� Advice on corporate governance issues.� Advice on equipment purchase contracts, installationand service agreements and overseas remittance issues.� Advice on asset sale, equipment purchase, financing forworking capital and equipment purchase.� Advice to foreign companies on possible investmentstructures for projects in India.� Assistance in respect of foreign currency loan andIndian currency loan for equipment finance andinstallation.� Assistance to telecom equipment manufacturers inrespect of bids on government contracts.

Insurance Sector

� Advising on structuring of a joint-venture transaction.� Rendering advice on the regulatory aspects of foreigninvestment in the insurance sector in India.� Preparation of application for licences.� Preparation of the shareholders’ agreement, put-and-call option agreement, name licence agreement,technology licence agreement, etc.� Obtaining clarifications from IRDA and Registrar ofCompanies.� Incorporation of an Indian company.� Agreements with employees and other serviceproviders.� Agreements for termination of the joint venture.� Agreements for termination of arrangements withemployees and other service providers.

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� Agreements for acquisition of property.� Obtaining approval of the Foreign InvestmentPromotion Board for the purpose of carrying out remoteprocessing back-office operations for sister insurancecompanies.� Giving advice on the modalities involved in distributingthe insurance products.� Preparation of agreements for the purpose ofdistributing insurance products.� Advising on setting up of companies to carry on third-party administrator services for insurance companiesengaged in the area of health services.� Advising on the clauses of the Insurance Policies.� Advising on Superannuation Fund and Gratuity Fundestablished through the Life Insurance Corporation ofIndia.� Litigation against the insurance companies for delayedpayments/non-payments of claims.

Power Sector

The following is an indicative list of assignmentsundertaken by us in the power sector:� Legal Counsel to Japanese Bank� Sumitomo Bank, financial adviser to a naphtha-basedpower project (103 MW) in the State of Karnataka andresponsible for hiring other consultants, engaged us tobe their Legal Counsel for the project. The assignmentinvolved advising the financial adviser on legal duediligence, drafting and negotiating the Joint VentureAgreement, Investment Agreement, Loan Agreementsand various Project Agreements like PPA, EPCcontracts, Fuel Supply Agreement, etc. The assignmentalso involved giving legal advice on the structure andadvising on issues under the Company Law, securitieslaw, project-specific laws, tax laws and exchange controllaws.� Besides the above, Sumitomo Bank, as a StrategyManager for various power projects, has deliberated withus on the areas of critical importance from the investor’sperspective. These include higher capital investment andlower proportion of variable fuel cost, as is seen clearlyin the case of hydro and nuclear-based power projects.We have assisted Sumitomo Bank in the risk assessmentby discussing on external issues like environmentalissues, displacement issues, insurance matters andliquidated damages.� PSEG (formerly Community Energy Alternatives):Legal Counsel to a joint venture naphtha-based powerproject (330 MW) in the State of Tamil Nadu. Our role

involved vetting and negotiating the joint-ventureagreements, drafting the Memorandum and Articles ofAssociation, vetting of the PPA, EPC contract, FuelSupply Agreement, etc. and vetting of loandocumentation.� GVK Reddy: Worked with the leading foreign counselChadbourne & Parke in connection with the powerproject (235 MW) in the State of Andhra Pradesh. Ourrole involved vetting of PPA, EPC Contract, Fuel SupplyAgreement, International Finance Agreements and otherrelated agreements.� Indian Electricity Supply & Transmission Co Ltd: Wehave acted as a counsel to the Indian Electricity Supplyand Transmission Co Ltd, a company of the B K ModiGroup, in advising them on their power projectinitiatives. One of their power project initiatives wasbidding for Panipat, Haryana Unit-6, Thermal PowerProject of 210 MW. We gave advice on the preparation ofbid documentation, MoUs proposed with the StateElectricity Board, Power Purchase Agreement, etc. Wealso gave advice on the issues relating to income-tax andcompany law in respect of the power project initiatives.� KMR Power: We have acted as a counsel to thetransaction involving setting up of a 120-MW thermalpower plant in the State of Madhya Pradesh. We gaveadvice on the legalities involved in the structuring ofvarious investment and financing options for the project,and advising on tax, company law, electricity laws, andother related economic laws.� DLF Power Limited: Acted as a Legal Counsel forForeign Currency Loan Agreement for obtaining loanfrom an international bank. We were involved in draftingand negotiating the loan documentation and providedadvice on ECB regulations.� Jaiprakash Industries Ltd: Acted as a Legal Counsel forthe company in negotiating and settling specialized sub-contracts and consultancy contracts with French,German and Swedish companies in connection withseveral hydroelectricity projects.

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Mergers & Acquisitions

The firm conducted more than ten mergers andamalgamations in the last one year.

Shaw Wallace - SABMiller Business Combination -This is the largest deal in the history of beermanufacturing in India. It involved the creation of a50:50 joint venture, wherein the Indian brewingbusinesses of Shaw Wallace and SABMiller werecombined. This deal is also historic in the sense thatit was so structured that the signing and closing wasachieved on the same day.

Acclaris LLC - Assisted it in setting up a jointventure for its BPO operations in India.

Aptech Ltd - Demerger of its Computer TrainingBusiness and the merger of its Software Businesswith Hexaware Ltd.

Banking and Finance

ABN-AMRO BANK - Assisted the Bank inlaunching its private banking initiative. Also advisedthe Bank on various issues relating to guarantees,securitization of receivables, discounting andfinancing options.

Legal certification and due diligence for loansrefinance by international agencies.

Litigation on alleged foreign exchange violation byseveral multinational banks.

Creation of all standardized loan agreements,guarantees, and other documents for a Japanesebank.

S i g n i f i c a n t R e c e n t T r a n s a c t i o n s( 2 0 0 2 - 2 0 0 3 )(Please note that we have not mentioned clients’ names where there is no express/implied consent of the client.)

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COSMO FILMS - Involved in taking over acompany and merger of the same in the holdingcompany.

Corporate restructuring involving mergers ofmanufacturing and marketing companies of a US$200 million turnover detergent group in NorthIndia.

Mergers of 22 investment companies havingholdings in different operational companies ofsoftware group into one entity. (For one of thehighest net worth individuals in India)

Engaged in the merger of two separate subsidiariesof the U S-based companies into one. One of thecompanies in the transaction was earlier a listedcompany and was involved in having the companydelisted.

Involved in concluding the takeover of a companyand then turning the acquired company into wholly-owned subsidiary of a software multinational, thenmerging the WOS with the parent company.

Corporate

Private equity investment in Jyothy Laboratories Ltd- CDC and CLSA invested in convertible debenturesof Jyothy Laboratories Ltd. It was a complextransaction as the convertible debentures weresubject to several terms and conditions.

Exide Ltd - Assisted in creating security documentsin respect of the Indian subsidiary, Tudor India Ltdin connection with the international financingprocured by Exide in the US.

ITC Ltd - Assisted in setting up an insurancebroking company.

Modi Entertainment Ltd - Assisted it in structuringand documentation relating to financing of itslottery business.

Spencer & Company Ltd - Assisted in therestructuring of its Retail business.

Vossloh Schwabe Matsushita Electric Works GmbH- Assisted in raising its equity share capital in theIndian joint venture company and relateddocumentation in this regard.

Shaw Wallace & Company Ltd - Assisted it in thedue diligence and the contract documentation inrespect of the licence of the Gilbey’s brand and theacquisition of United Distilleries.

Indian Pharmaceutical Company - GDR issue listedat Luxembourg.

Large Indian FMCG – Extended comprehensiveassistance in setting up retail business, labelling ofproducts, acquisition of real estate.

Indian Pharmaceutical Company - Legal duediligence, negotiation and documentation foracquisition of brands and retail business.

Contracts

Jaiprakash Industries Ltd (one of the largest Indianconstruction companies in the hydro-electricity androad sectors)

-Negotiation and documentation of sub-contractwith a French company for a hydel project.-Negotiation and documentation of consultancyagreement with a German company for design ofcivil works in a hydel project.-Negotiation and documentation for lease with aState Government for land given on considerationfor a construction of a 160-km long expressway.

-Hero Cycles Ltd (World’s largest bicyclemanufacturer)-Technology transfer agreement with a majorJapanese corporation.

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F o u n d e r o f t h e F i r m

The founder of the firm, Mr. O P Vaish, is SeniorAdvocate of the Supreme Court of India. Mr Vaishserved in the Indian Revenue Service beforefounding the firm. He resigned from theGovernment on an invitation from the Federation ofIndian Chambers of Commerce and Industry(FICCI) to join them as Secretary (Law &Economics). After serving with the Government andFICCI for a period of sixteen years, Mr Vaishfounded the law firm of Vaish Associates.

Mr Vaish has been a Member of the ManagingCommittees of the Federation of Indian Chambersof Commerce and Industry (FICCI) and theAssociated Chambers of Commerce and Industry ofIndia (ASSOCHAM) for many years. He was thePresident of the PHD Chamber of Commerce &Industry, the apex regional chamber in NorthernIndia. He has been a Member of the Advisory Boardof Bank of America for six years. He is on theBoard of Directors of several companies.

Mr Vaish has served as an ex-officio member of theCentral Direct Taxes Advisory Committee and theCentral Advisory Council of Customs and Excise,Government of India. He has been a member of thePermanent Scientific Committee of theInternational Fiscal Association (IFA) and iscurrently Honorary President of the IFA IndiaBranch. He is a member of the Governing Body ofthe International Centre for Alternate DisputeResolution.

Mr Vaish is engaged, as a Senior Advocate to arguecomplex matters in the Courts at all levels. Heenriches the firm with his vast experience ininternational business and corporate laws. He isoften invited to deliver lectures at various businessfora, law schools and management institutes in Indiaand abroad.

The prestigious Soka University in Japan conferredon Mr Vaish, Soka University Award of HighestHonour, describing Mr Vaish, as a lawyer ofconscience.

Mr Vaish has been a Trustee of the RotaryFoundation of the Rotary International, a USincorporated worldwide charity for educational andhumanitarian programmes. He has also served as amember on the Board of Directors of RotaryInternational, which has its headquarters atEvanston, Illinois, USA.

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K e y P r o f e s s i o n a l s

Mr Bomi F Daruwala heads the firm’s Mumbaioffice. In addition to his general corporateexperience, he has a broad range of experience incorporate finance, mergers and acquisitions, jointventures/collaborations and structuring. He hasacted as a lead counsel on several corporate finance,investment structuring and other collaboration/joint venture related transactions and has advisedcompanies on various acquisitions and jointventures, including due diligence and securities-related transactions. He has advised power, telecomand insurance ventures in India. Apart from being alawyer of standing, Mr Daruwala is also a qualifiedChartered Accountant and Cost Accountant. He hasauthored two publications and has been a regularcontributor to various professional journals. He isalso often invited to address professional seminarsand conferences.

Mr Ajay Vohra heads the firm’s Delhi office and itsinternational and India Tax Advisory Group. MrVohra has over 20 years’ experience in handlingcomplicated tax litigation, tax planning and tax-efficient structuring of transactions in terms ofdomestic tax laws and Double Taxation AvoidanceAgreements.He is currently a Member of the ManagingCommittee of the PHD Chamber of Commerce &Industry and Chairman of its Direct Tax LawsCommittee. He has been Secretary of theInternational Fiscal Association India Branch and isa member of the Executive Committee. In additionto his tax experience, he also has substantialexperience in general corporate matters, corporatefinance, mergers and acquisitions, joint ventures/collaborations and related structuring. He is aregular contributor to various professional journalsand periodicals and has addressed various taxseminars and conferences. Mr Vohra, besides beinga lawyer, is also a Fellow Member of the Institute ofChartered Accountants of India.

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Mr Vinay Vaish heads the firm’s Litigation PracticeGroup. He has extensive experience in handling tax,corporate, commercial litigation, prosecution foreconomic offences, mergers, amalgamations andwinding-up matters in the High Courts, etc. He hashandled several pre-acquisition legal due diligenceassignments and documentation for formalizing theacquisition. He has experience in handling mattersrelating to recovery of debts before the DebtsRecovery Tribunals. He has also handled mattersrelating to sick companies both before the BIFR aswell as the AAIFR.

Mr Rupesh Jain is a senior member in the TaxGroup and has experience in tax litigation, advisoryand compliance and tax planning on direct taxmatters. He has advised on the entire gamut of tax-related issues, which include tax implications andplanning involved in amalgamations, mergers,reconstruction, restructuring executivecompensation, interpretation of Double TaxAvoidance Agreements, drafting and presentation ofappeals before the Income Tax AppellateAuthorities, handling tax litigation and providingsolutions to the issues raised by the revenueauthorities. Mr Jain has addressed various seminarsand conferences on tax and has been a contributor tovarious journals. He is currently a tax adviser to theEconomic Times (a leading newspaper) Internetedition.

Mr Anurag Jain is a senior member of the TaxGroup and additionally handles assignments in theCorporate Law Group. Prior to joining the Firm, hehad about thirteen years’ experience in industryhaving worked in several senior positions in the taxand finance departments of large Indian companies.This has given him a substantial insight into acompany’s requirements and hands-on experienceon the complex tax aspects of domestic andinternational corporate transactions, corporate lawmatters, accounting and financing issues andcorporate restructuring.

Mr Satwinder Singh is a senior member of theCorporate Law Group with extensive experience inthe fields of corporate law, secretarial, banking andsecurities transactions. He specializes in theinsurance and banking laws. He is also a qualifiedCompany Secretary from the Institute of CompanySecretaries of India and presently a member of the

Northern India Regional Council of the Institute ofCompany Secretaries. He is also a Faculty Memberof the Institute of Company Secretaries of Indiaand a Certified Associate of the Indian Institute ofBankers.

Mr Hitender Mehta is a senior member of theCorporate Law Group with wide-ranging experiencein the fields of corporate laws, banking laws,FEMA, joint ventures and collaborations, mergersand acquisitions, corporate finance, accounting andindirect tax (including VAT and service tax) relatedmatters. Besides, he is a keen observer on WTO,trade policy and competition related issues.Mr. Mehta is a Fellow Member of the Institute ofCompany Secretaries of India (ICSI), a FellowMember of the Institute of Chartered Accountantsof India (ICAI) and a Law Graduate fromUniversity of Delhi. He is an elected member to theNorthern India Regional Council (NIRC) of theICSI for three years’ term 2004-06. He has beenEditor of monthly Newsletter of the NIRC of theICSI in the year 2004-05. He has written variousarticles on contemporary issues and is a regularcontributor to the various professional forums.

Mr Hemant Puthran is a senior member of theCorporate Law Group. He has wide rangingexperience in the filed of corporate law, exchangecontrol law, secretarial and securities transactions.He specializes in corporate and commercial law. Hehas advised on several collaboration / jointventure related transactions, mergers andacquisitions including due diligence and securitiesrelated transactions. He has experience in managinginitial public offerings, takeovers, rights issues,open offers, debentures, ADR/GDR issues, etc.Mr. Puthran is a Fellow member of the Institute ofCompany Secretaries of India (ICSI) and a lawgraduate from the University of Mumbai.

Mr Sompal an economist and a Law Graduate has arich and varied experience of handling economicpolicies and decision making at the highest level inthe Central Government in various capacities.Served as Minister of State for Agriculture andWater Resources, Government of India and later aMember of the Planning Commission of India, theapex body responsible for planning and monitoringeconomic development of the country. He was also

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Member of the XII Finance Commission, which is aquasi- judicial body set up under Articles 270 to 280of Indian Constitution for devising the scheme offinancial devolution between the CentralGovernment and the States.Sompal is also an eminent parliamentarian. Hasbeen Member of Rajya Sabha, the upper house ofIndian Parliament from 1990 to 1998, and Member ofLok Sabha, the lower house. Served on number ofParliamentary Committees including, as Chairmanof the Standing Committee related to the Ministriesof Home Affairs and Law and Company Affairs.

Mr Ajay Verma holds a law degree from Universityof Delhi, LL.B. from University of Delhi and LL.M.from Tulane University, U.S.A. He is admitted topractice by/in Bar Council of Delhi, State ofLouisiana, U.S. Federal Court of Appeals of theFifth Circuit, U.S. Federal District Courts of theEastern, Western and Middle Districts, ofLouisiana, (U.S.A.).Ajay began his professional career in the legalDepartment of a major Indian conglomerate. Hepracticed for about 4 years in New Orleans,Louisiana (USA) and handled matters for clientslike Chevron, Phillips Petroleum, FreeportMcMoran, McDermott International, Wang.He established his practice in India in 1991, and hasbeen engaged in general commercial/civil litigationand also in area of Corporate, Environmental,Constitutional, Maritime and Property Laws.Ajay is primarily a litigation/ADR/arbitration andcontracts lawyer. He has been Senior Counsel ofUnion of India (Arbitration) and has handledsubstantial national/ international arbitrations,including maritime arbitrations.

Mr Vijay Pal Dalmia leads the IPR group in thefirm. Apart from the law degree, he holds Diplomain Web Technologies, Certificate in Advance Javaand Oracle 8i DBA. He is a Registered Patent Agentand carries over 15 years experience in the Patent,Trade Mark, Copyright, Industrial Design andInformation Technology related matters. The firmhandles registration work and litigation in courtsthroughout India. The IPR team has expertise inprevention of audio, video, software and copyrightpiracy, search, seizures and police raids all overIndia in trade mark and copyright infringementmatters all over the country.

N E W D E L H IFlat Nos. 5, 6 & 710 Hailey RoadNew Delhi 110 001, IndiaTel: 91 11 42492525/23355238-40/23329191/92Fax: 91 11 23320484/42492600E-mail: vaishlaw@vsnl.com

Key Contacts:Mr Ajay Vohra ajay@vaishlaw.comMr Vinay Vaish vinay@vaishlaw.com

GURGAON (HARYANA)803, Tower A, Signature TowerSouth City-I, NH-8Gurgaon 122001, IndiaTel: 91 124 4541000Fax: 91 124 4541010E-mail: gurgaon@vaishlaw.com

Key Contacts:Mr Hitender Mehta hitender@vaishlaw.com

M U M B A IDGP House, Ground Floor,88C, Old Prabhadevi Road,Mumbai 400 025, IndiaTel: 91 22 24384101/02/04/05/06/09/10Fax: 91 22 24384103E-mail: vaishbom@vsnl.com

Key Contacts:Mr Bomi Daruwala bomi@vaishlaw.comMr Hemant Puthran hemant@vaishlaw.com

H o w t o R e a c h U s

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ARGENTINA: Alfaro Abogados

AUSTRALIA: Minter Ellison

AUSTRIA: CMS Strommer Reich-Rohrwig Karasek Hainz

BELGIUM: CMS Lexcelis

BRAZIL: Tozzini, Freire, Teixeira e Silva

CANADA, MONTRÉAL: Davies Ward Phillips &VinebergCANADA, TORONTO: Goodmans

CHILE: Urenda, Rencoret, Orrego y Dõrr

CHINA, PEOPLE’S REPUBLIC OF: King & Wood

DENMARK: Bech-Bruun Dragsted

ENGLAND & WALES: Eversheds

FINLAND: Castrén & Snellman

FRANCE, LYON: SoulierFRANCE, STRASBOURG :ASA - Avocats Associés

GERMANY: CMS Hasche SigleGERMANY: Taylor Wessing

GREECE:Bahas, Gramatidis & Partners

HONG KONG: Robert W.H. Wang & Co.

INDIA: Vaish Associates

IRELAND: Mason, Hayes & Curran

ISRAEL: Herzog, Fox & Neeman

ITALY: Gianni, Origoni, Grippo & Partners

JAPAN: City-Yuwa Partners

KOREA: Bae, Kim & Lee

L i s t O f W o r l d L a w G r o u p M e m b e r s

LUXEMBOURG: Arendt & Medernach

MALAYSIA: Shearn Delamore

MEXICO: Santamarina y Steta S.C.

THE NETHERLANDS: CMS Derks Star Busmann

NORWAY: Advokatfirmaet Schjødt

PERÚ: Payet, Rey, Cauvi

PHILIPPINES: SyCip Salazar Hernandez & Gatmaitan

PORTUGAL: Barrocas & Alves Pereira

SCOTLAND: McClure Naismith

SINGAPORE: Rodyk & Davidson

SOUTH AFRICA: Mallinicks, Inc.

SPAIN: Cuatrecasas

SWEDEN:Setterwalls

SWITZERLAND: CMS von Erlach Klainguti StettlerWille

TAIWAN: Formosa Transnational

U.S.A., CALIFORNIA, LOS ANGELES: GreenbergGlusker Fields Claman Machtinger & Kinsella LLPU.S.A., CALIFORNIA, SAN FRANCISCO: Fenwick &West LLPU.S.A., DISTRICT OF COLUMBIA: Arnold & Porter LLPU.S.A., FLORIDA: Greenberg Traurig LLPU.S.A., GEORGIA: Miller & Martin PLLCU.S.A., ILLINOIS:Gardner Carton & Douglas LLCU.S.A., MASSACHUSETTS: Palmer & Dodge LLPU.S.A., MINNESOTA: Faegre & Benson LLPU.S.A., TEXAS: Jenkens & GilchristU.S.A., WASHINGTON: Lane Powell Spears Lubersky