India - Watson, Farley & Williams

IndiaApril 2009Watson, Farley & Williams

ContentsOur approach.......................................................................................................................3India......................................................................................................................................4India experience ..................................................................................................................5FINANCE ..........................................................................................................................5CORPORATE AND COMMERCIAL ..............................................................................10DISPUTE RESOLUTION................................................................................................12TAX.................................................................................................................................14EMPLOYMENT AND IMMIGRATION ............................................................................14Contacts.............................................................................................................................16Our offices .........................................................................................................................17

• Advising DBS Bank Ltd on a loan facility to a subsidiary of Mercator Lines Limitedin relation to its acquisition of a Panamax bulk carrier to be employed under aCOA with Tata• Advising ABN AMRO Bank Singapore on a US$250m L/C issuance facility forReliance Petroleum Limited of India• Advising a leading German bank in connection with a US$21.07m loan facility tofinance the acquisition by The Great Eastern Shipping Co., Ltd. of a Hanjinnewbuilding• Advising a leading Singapore bank in connection with a US$25.9m loan facility tofinance the acquisition by The Great Eastern Shipping Co., Ltd. of a Samsungnewbuilding• Advising a leading French bank in connection with a US$26.425m loan facility tofinance the acquisition by The Great Eastern Shipping Co., Ltd. of a Samhonewbuilding• Advising a leading North American bank in connection with a US$21.07m loanfacility to finance the acquisition by The Great Eastern Shipping Co., Ltd. of aHanjin newbuilding• Advising Bank of Nova Scotia on a US$120m syndicated loan to ShippingCorporation of India• Advising a leading German bank in relation to a US$15m loan facility to theChowgule Steamship group to finance the acquisition of two Panamax bulkcarriers• Advising a leading German bank in relation to a US$20m loan facility to re-financea Suezmax crude oil carrier owned by the Essar group7

• Advising a German bank in relation to a term loan facility of up to US$15m to theTolani group in respect of the financing of a bulk carrier• Advising a major Swiss bank on the structuring and documentation of a US$140mpre-export financing for an Indian steel producer• Advising the Singapore branch of a leading Dutch bank on a US$200m short termoil imports facility for an Indian oil company• Advising International Finance Corporation (private finance sector of the WorldBank) on its circa US$25m loan to a major Indian shipping company• Advising International Finance Corporation in relation to a loan to another Indianshipping company to finance newbuildings in Japan• Advising another leading Indian shipping company on various commercialshipping arrangements and financings• Advising a consortium comprising Malaysia International Shipping InternationalBerhad, Essar Shipping Limited in respect of a tender bid to Petronet for two138,000m3 LNG vessels to be employed on long term charter to transport LNGbetween Qatar and the Indian ports of Dahej and Kochi• Advising Shipping Corporation of India on a US$104m loan for two VLCCs built inKorea, a KEXIM and commercial banks co-financing arranged by ANZ• Advising a ship owner on the financial structure and risks for finances connectedwith a project to construct and charter two LNG carriers in connection with a longterm LNG project in India• Advising the Singapore branch of a leading international bank in connection with aloan facility to Essar Shipping Ltd, financing the acquisition of 11 mini-bulkers8

• Advising a Greek bank on its participation in the financing of the Dabhol LNGprojectCORPORATE AND COMMERCIAL• Advising Kalbe International on the restructuring of its Vietnam operations tomarket / sell pharmaceuticals, and advising on sales of pharma "raw materials" forshipment from Singapore to Nigeria and India• Advising the Indian subsidiary of a French group on the purchase of asophisticated vessel for use in oilfields offshore India• Advising Aban Offshore Limited in relation to a US$160m rig construction contractentered into with PPL Shipyard• Advising Aban Offshore in relation to drilling contracts for the drillship ABANABRAHAM with various oil companies and services sharing arrangements in WestAfrica, including Addax Petroleum, Nigeria and its Chinese partner Sinopec• Advising Coeclericie Compagie SA in relation to the purchase of the shares andassets of a trading company carrying on business in various jurisdictionsthroughout Asia and the US with representative offices, assets and employees inIndia, China, Asia and Southeast Asia. Our input included negotiating and draftingasset and share purchase agreements as well as preparing all the necessarydocuments for a successful completion• Advising on Shipping Corporation of India’s Dabhol LNG joint venture with Enronand Mitsubishi OSK Line and, in particular, the exit after project collapsed• Acting for Aban Offshore Ltd in connection with the negotiation and purchase of aUS$160m Baker Marine Pacific Class 375 jack-up rig from Sembcorp Marine’sPPL shipyard10

• Advising an Indian law firm and its client, an Indian corporation specialising in ITservices, in connection with a proposed private placing of the client’s sharesoutside India in conjunction with its proposed IPO in India• Advising Total-Fina on corporate restructuring in Singapore and India, due to theirmerger• Advised the National Thermal Power Corporation on its participation in thePipavav LNG import project in Gujarat State• Advising Shipping Corporation of India on all aspects of its joint venture for thePetronet LNG project with Mitsui OSK Line, NYK Line and K Line and associatedLNG time charter and building contract• Advising Aban on the purchase of a drillship PEREGRINE III (renamed ABANABRAHAM) from Mike Mullen Energy the winner of a tender sale by Transocean(in which Aban had also bid) and on the contracting of the drillship toPioneer/Kosmos Energy for wells in West Africa following refurbishment inSingapore• Advised Oman LNG on its long term LNG sales and purchase agreements, swapagreements, and spot sales to Europe, the US and India• Advising Abu Dhabi Gas Liquefaction Co. on its LNG sales contract with theDabhol Power Company• Advising Aban on its acquisition of a significant shareholding in Sinvest AS aquoted Norwegian drilling rig owner with five rigs under construction in Singaporeand thereafter its offer for all existing shares• Numerous transactions for Aban Offshore, a quoted Indian drilling company basedin Chennai operating drillships and jack-up rigs. (work include sale and purchase11

of rigs, financings, drilling contracts, investment in a quoted Norwegian company,total return swap arrangement etc)• Advising Essar Shipping, the quoted shipping business of the Essar Group, onvarious transactions (including sale and purchase of ships, financings, capitalmarkets exercises, establishment in Cyprus)• Advising Great Eastern a quoted Indian shipping group on various matters(including LNG tenders, sale and purchase etc)• Advising Varun a quoted specialist Indian shipping company in relation to anumber of ship acquisitions• Advising an Indian shipping company on various international shipping jointventures and activities• Advising a UK Gas Utility on the Bombay natural gas distribution project• Advising an Indian airline on the purchase of second hand aircraft from the UnitedKingdom• Advising an Indian-owned international trading group in relation to aspects of theirshipowning activitiesDISPUTE RESOLUTION• Acting for shipowners in connection with liabilities/obligations/claims arising out ofa cargo fire which broke out in a cargo of Copra Expeller during a voyage fromIndonesia to India• Acting for shipowners in connection with claims arising out of an engine room firewhich occurred while the vessel in question was on a laden voyage from India toChina12

• Acting for the Government of India in the world's largest and India's firstinvestment treaty arbitration. The multi-billion dollar claims arose out of the DabholPower Project in Maharashtra which was built by a US consortium led by Enron,GE and Bechtel. Further advising the Government of India on the overallsettlement of the complex Dabhol disputes which had been ongoing for the lastfive years and negotiating two separate settlements with GE and Bechtel• Acting for Transocean in a London arbitration against operators in two adjacent oiland gas fields off Mumbai• Advising Sedco in a major UNCITRAL arbitration with Enron SE Asia (instructingLinklaters Paris). The matter involves an offshore oil pipeline in the Indian Ocean.Sedco were successful in the preliminary hearings which concerned the first partof the claim (for US$10m)• Acting in a dispute between a Russian and Indian company in connection with atender for a drilling project in India. The owners had agreed a time charter with anIndian company authorising them to tender the rig. The project was awarded tothis Indian Company who subsequently failed to honour its substantial financialobligations under the time charter• Advising the Government of India on its Bilateral Investment Treaties• Acting in a London litigation for a pharmaceutical manufacturer based in Mumbaiin relation to a disputed payment for an exported consignment of pharmaceuticalfinished products• Acting for Great Eastern Shipping in a High Court litigation on a dollar/yen swapagainst the Bank of America• Acting for a drilling rig owner in an ad hoc arbitration based in London in relation totermination of a long-term drilling contract for a project in India. The case isanother substantial arbitration involving a claim in excess of US$24m13

• Acting (with Indian counsel) on behalf of various international financial institutionsincluding Royal Bank of Scotland, Bank of Scotland Bank of Nova Scotia, CIT andBNP Paribas in litigation in the Indian High Court at Mumbai, Chennai, Calcutta,Hyderabad and in the Supreme Court at Delhi in connection with financialinstruments and secured lendingTAX• Advising INSA (Indian Shipowners Association) on tonnage tax systems aroundthe world in the context of the establishment of tonnage tax in India• Advising Indian companies on US tax consequences of ships trading to US andfiling related US tax returns claiming exemption from taxEMPLOYMENT AND IMMIGRATION• Acting for a highly successful IT solutions company with a subsidiary in Chennai,India. The company's consultants are highly experienced in business and ITconsultancy, project management and application development and the companyhas relied upon our expert employment and immigration advice to ensure that it isable to recruit specialist staff into the United Kingdom• Acting for an enterprise solutions company, which has its head office inHyderabad, India and which develops innovative software products and providesIT consultancy services for the logistics and supply chain managementmarketplace. Advising them in relation to the recruitment of Indian nationals intothe United Kingdom• Advising one of the world's leading diversified shipping companies, established100 years ago as a ship broking company, in relation to recruiting specialist stafffrom India and bringing them into the United Kingdom• Providing specialist immigration advice to a leading marine services company witha subsidiary in Mumbai that specialises in providing a vast range of support14

services to the global shipping industry and ship management companies aroundthe world• Acting for a company that is part of a group with business interests in the field ofmedia and entertainment, satellite operation, packaging, retailing and real estate.Advising the company in relation to United Kingdom employment advice includingrecruitment and severance arrangements for employees based in Gibraltar andthe United Kingdom• We have also advised a number of other well-established Indian companiesseeking to establish themselves in the United Kingdom, which has involvedproviding employment advice in relation to the requisite employment documents,and immigration advice in respect of employing Indian nationals in the UnitedKingdom in accordance with the Immigration Rules• Acting for various Indian nationals seeking to establish businesses in the UnitedKingdom and, in particular, to the immigration requirements for Indian nationalsintending to live and work in the UK, both for limited periods of time and on apermanent basis including applications under the Work Permit Scheme and HighlySkilled Migrant Programme and then applying for indefinite leave to remain andBritish citizenship15

ContactsJosh ClarkePartnerInternational Project & StructuredFinance Group, Singaporejclarke@wfw.com+ 65 6 551 9126Marcus GordonPartnerInternational Litigation Group, Singaporemgordon@wfw.com+ 65 6 551 9157Ken CheungPartnerInternational Corporate Group, Singaporekcheung@wfw.com+ 65 6 532 5335Madeline LeongPartnerInternational Finance Group, Singaporemleong@wfw.com+ 65 6 532 5335Mehraab NazirPartnerInternational Project & StructuredFinance Group, Singaporemnazir@wfw.com+ 65 6 551 9130Steven BurkillPartnerInternational Litigation Group, Bangkoksburkill@wfw.com+ 66 (0)2 665 7800Angharad HarrisPartnerInternational Corporate Group, Londonaharris@wfw.com+44 (0) 20 7814 8095Nigel ThomasPartnerInternational Finance Group, Londonnthomas@wfw.com+44 (0) 20 7814 8020Mei Lin GohPartnerInternational Finance Group, Singaporemlgoh@wfw.com+ 65 6 532 5335Charles WalfordPartnerInternational Corporate Group, Londoncwalford@wfw.com+44 (0) 20 7814 801316

Our officesLondonWatson, Farley & Williams LLP15 Appold StreetLondon EC2A 2HBTel: +44 (0) 20 7814 8000Fax: +44 (0) 20 7814 8141/8142New YorkWatson, Farley & Williams(New York) LLP1133 Avenue of the AmericasNew YorkNew York 10036Tel: +1 212 922 2200Fax: +1 212 922 1512ParisWatson, Farley & Williams LLP150, avenue des Champs-Elysées75008 ParisTel: +33 (0) 156 88 21 21Fax: +33 (0) 156 88 21 20HamburgWatson, Farley & Williams LLPAm Kaiserkai 6920457 HamburgTel: +49 (0) 40 80 80 344 0Fax: +49 (0) 40 80 80 344 10MunichWatson, Farley & Williams LLPKardinal-Faulhaber-Straße 1080333 MunichT: +49 (89) 237086 0F: +49 (89) 237086 222RomeStudio Legale Associato aWatson, Farley & WilliamsPiazza Navona, 492nd Floor int 2/300186 - RomeTel: +39 06 68 40 581Fax: +39 06 68 89 2717MilanStudio Legale Associato a Watson,Farley & WilliamsVia Santa Radegonda 1120121 MilanTel: +39 02 72 17 071Fax: +39 02 72 17 0720AthensWatson, Farley & WilliamsGreek Branch6th FloorNeophytou Vamva 4Kolonaki 106 - 74AthensTel: +30 21 0455 7300Fax: +30 210 7212 490MadridWatson, Farley & Williams LLPCalle del Pinar, 528006MadridTel: +34 91 745 6815PiraeusWatson, Farley & WilliamsGreek Branch2nd Floor – Akti Miaouli 89& Mavrokordatou 4Piraeus 185 38Tel: +30 21 0455 7300Fax: +30 21 0459 4004SingaporeWatson, Farley & Williams LLP16 Collyer Quay#12-02 Hitachi TowerSingapore 049318Tel: + 65 6 532 5335Fax: + 65 6 532 5454+BangkokWatson, Farley & Williams (Thailand)LimitedUnit 902, 9th Floor,GPF Witthayu Tower B93/1 Wireless RoadPatumwan, Bangkok 10330Tel: + 66 (0)2 665 7800Fax: + 66 (0)2 665 7888All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLPand/or its affiliated undertakings. Any reference to a 'partner' means a member of Watson, Farley & WilliamsLLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standingand qualification.17