Areas of Service

OUR CAPITAL MARKETS EXPERTISE

Capital markets around the world have seen turbulent times in the recent past. India's capital markets, on the other hand, have displayed a quick bounce back amidst signs of a gradual waning of the global economic crises.

The liberalization of the economy, the conscious move by regulators to welcome foreign investments and a gradually evolving regulatory framework conducive to the capital markets and its participants have augured well for the growth in depth of the markets.

Improved disclosure and governance standards, a focus on investor protection and better surveillance have definitely boosted the confidence of the investors, domestic and overseas, alike. Indian companies have also become more global in terms of their operations and a substantial amount of capital being raised in India or overseas is being utilized towards overseas expansion and acquisitions.

Nishith Desai Associates ("NDA" or the "Firm") Capital Markets practice is geared to advice clients on all facets of capital raising through equity or debt, public or private, domestic or international. We assist clients in domestic offerings including initial public offerings ("IPO") coupled with or without an offer for sale by existing investors, qualified institutions placements ("QIP") and international offerings including issuance of American depository receipts ("ADR") and global depository receipts ("GDR").

We have been involved in 5 out of the 16 American Depository Receipts (ADRs) issued by Indian companies including the first Indian ADR to be listed on NASDAQ - Infosys Technologies followed by Wipro on NYSE. We now represent a good mix of domestic and international offerings that has evolved from representing several Indian corporations in international offerings such as ADR offerings by Infosys Technologies, rediff.com, Silverline Technologies and Wipro and the GDR issue of Himachal Futuristic Communications Limited. We have also worked on the GDR offerings by Indiabulls Financial Services Limited and Indiabulls Real Estate Limited which are listed on the Luxembourg Stock Exchange. We have assisted the investors of Ankur Drugs and Pharma Limited with respect to the issuance of foreign currency convertible bonds by Ankur Drugs and Pharma Limited.

In addition, we have worked on several domestic Initial Public Offerings (IPOs), Qualified Institutional Placements (QIPs) and PIPE transactions. NDA was also involved in AIM and London Main Market Listing where first time an India focused real estate fund was proposing to get listed.

In recognition of our expertise, the Practical Law Company in Which Lawyer? Yearbook 2009 has recommended the Capital Markets practice. Recently, three of our capital market deals where we advise the book running lead managers and the selling shareholders have been reported as star deals of the year (2017) by Indian Business Law Journal.

OVERSEAS OFFERINGS

The Capital Markets Practice Group of the Firm, which represents a good mix of domestic and international offerings, has evolved from representing several Indian corporations in international offerings.

Representing clients in such international offerings requires a deep understanding of not only the domestic laws but also an astute understanding and appreciation of relevant international laws such as disclosure standards, prospectus liability issues, due diligence defence, etc. Our focus on cross-border legal and regulatory issues has given us an in-depth understanding of the various issues that arise when a company seeks to list on a foreign bourse, ranging from the conflicts between the corporate law requirements in the two jurisdictions, the double taxation issues that arise in connection with the returns that international investors get on their investments and other complex issues. We seek to add value to our clients and the projects at all stages from planning through to the initiation and through the execution.

DOMESTIC OFFERINGS

Our services include acting in the capacity of not only the issuer company's counsel or the underwriter's counsel, but also representing the exiting private equity, venture capital and strategic investors in their offer for sale at the time of the IPO.

Given our rich and varied experience in relation to formation of, and structuring of downline investments by, private equity and venture capital funds, we are able to successfully deal with not just their entry into Indian investee companies, but also assist them in securing a successful exit by way of an offer for sale at the time of the investee company's IPO.

Equity

With respect to IPOs, the Capital Markets practice group has been involved in the offerings by BSE Limited, Central Depository Services (India) Limited, Indian Energy Exchange Limited, Firstsource Solutions Limited, Purvankara Projects Limited and Orbit Corporation Limited. We are currently involved in the proposed offerings by Mumbai-based and leading financial services companies. On the QIP front, the Capital Markets Practice Group has also handled the QIP by Orbit Corporation Limited and Sunteck Realty Limited.

Debt

We have assisted several realty companies in the offering of non-convertible debentures on a private placement basis to select private equity and venture capital funds.

Some of our accolades include:

• Nishith Desai Associates has been declared as the Most Innovative Indian Law Firm (2017) at the Innovative Lawyers Asia-Pacific Awards by the Financial Times - RSG Consulting.
• Nishith Desai Associates has been declared as the Most Innovative Asia - Pacific Law Firm (2016) at the Innovative Lawyers Asia-Pacific Awards by the Financial Times - RSG Consulting
• Nishith Desai Associates has been declared as the Most Innovative Indian Law Firm (2014/2015) at the Innovative Lawyers Asia-Pacific Awards by the Financial Times - RSG Consulting.
• Nishith Desai Associates has been declared as the Second Most Innovative Asia - Pacific Law Firm (2014) at the Innovative Lawyers Asia-Pacific Awards by the Financial Times - RSG Consulting
• Among PLC's recommended firms for Capital Markets
• Listed in the Asian Legal Business Watch list of 'Top 10 Firms to Watch in 2009'
• Recognized by Chambers and Partners as the 'Most In-Demand Practitioners'

SCOPE OF SERVICES

We have been successful in handling mandates by acting in the capacity of issue counsel, issuer company's counsel, underwriter's counsel and selling shareholders' counsel. Our scope of services, depending on our role, may vary. However, broadly our scope encompasses the following:

• Assisting a company, especially portfolio companies of strategic investors, to achieve IPO-readiness
• Advising on the overall structure of the offering, including structuring exits of strategic investors, etc, as the matter at hand may demand
• Conducting legal due diligence on the issuer company, and suggesting remedial actions for any irregularities that have appeared as a result of the due diligence
• Drafting, reviewing and finalizing documents and necessary applications, consents and approvals relating to the offering
• Drafting the offer documents such as the draft red herring prospectus, placement document, offering circular or information memorandum based on the nature of the offering at hand
• Reviewing and commenting on relevant sections of the international "wrap", if required
• Certification that the offer documents comply with all applicable statutes and guidelines and that all disclosures required there under have been made
• Liaising with the international legal counsel and working in tandem with other intermediaries
• Advise on case specific issues of listing and related support in discussions with governmental authorities and the stock exchanges on the matter
• Drafting/reviewing and negotiating the underwriting agreement, depository agreement, escrow agreement, etc depending on the nature of the offering at hand
• Assisting with the closing of the offering

REPRESENTATIVE CLIENTS

Some of the offerings wherein we have represented the issuer company or the underwriters or the selling shareholders include:

• IndoStar Capital Finance Limited
• BSE Limited
• Central Depository Services (India) Limited
• Indian Energy Exchange Limited
• Tejas Networks Limited
• UFO Moviez Limited
• Neptune Developers Limited
• Indiabulls Financial Services Limited
• Indiabulls Real Estate Limited
• Pryamid Retail Limited
• Firstsource Solutions Limited (previously known as ICICI Onesource Limited)
• Orbit Corporation Limited
• Purvankara Projects Limited
• Neptune Developers Limited
• Sunteck Realty Limited

Some of the underwriters that we have represented include:

• Bank of America - Merril Lynch
• Citigroup
• Goldman Sachs
• Deustche Equities
• UBS
• Edelweiss
• Kotak Mahindra
• Axis Capital