Legal Infrastructure for Financial Markets
08 th December 1998, The Rooftop , The Oberoi Towers, Mumbai

Opening Session:
December 8, 1998

Welcome Address
Chief Executive Officer,
Invest India Economic Foundation Pvt Ltd

Theme Address
Mr Shroff will give an overview of the issues in the
conference, and discuss the importance of the legal and regulatory framework, recent legal developments and the manner in which they impact M & A and restructuring activity.

Mr Cyril S. Shroff
Partner, Amarchand & Mangaldas & Suresh A. Shroff & Co.

Special Address
Mr Heuwing will give the perspective of a management consultant and focus on why Indian business houses
are restructuring and the nature of business issues that need to be considered.

Mr Ralph Heuwing
Director, The Boston Consulting Group

Technical Session - 1

THE TAKEOVER CODE
November 8, 1998

This session will focus on recent developments in relation to the Takeover Code; experiences under the1994 regulations and the need for change; evaluation of the efficacy of the code for a hostile bid;available takeover defences, impact of buyback regulations, and loopholes and regulatory gaps in the Takeover Code

Moderator
Mr Cyrill S Shroff
Partner , Amarchand & Mangaldas & Suresh
A. Shroff & Co.

Panelists
Mr Nimesh Kampani
Chairman, J.M Financial & Investment Consultancy Services Ltd.

Mr M K Sharma
Director, Legal & Secretarial
Hindustan Lever Ltd.

Mr B D Ushir
Legal Advisor, Industrial Development Bank of India

Mr D N Raval
Executive Director, Securities and Exchange Board of India

Presentations

Mr. M.P Bharucha
Partner, Amarchand & Mangaldas &Suresh A. Shroff & Co.

Ms. Berjis Desai
Partner , Udwadia, Udeshi & Berjis

Panel Discussions
 

Technical Session - 2

LUNCHEON ADDRESS
Rationale for restructuring
Mr Kotak's speech will give an investment banker's perspective and focus on investor perception,promoter concerns specially for Indian business houses; other important issues and different case studies.

Mr Uday S. Kotak
Vice Chairman, Kotak Mahindra Finance Ltd

Questions

Technical Session - 2

RESTRUCTURING: LEGAL ISSUES
This session will look at the various modalities, and forms of restructureing, and legal issues relevant to such forms; court based restructing and those without the intervention of the court; factors taken into consideration by the court; monopolies and competition based implications; transaction cost including stamp duties; approval matters; legal issues for cross border transaction including GDR investors; due diligence matters; and employee issues.

November 8, 1998

Moderator
Mr Cyril S. Shroff
Partner, Amarchand & Mangaldas& Suresh A.Shroff & Co.

Panelists Mr R A Shah
Partner
Crawford Bayley & Co,

Mr S H Bhojani
Executive Director and Legal Advisor ICICI

Mr Rajeev Gupta
Senior Vice President, DSP Merrill Lynch

Mr Ravi Sheth
Executive Vice President The Great Eastern Shipping Co. Ltd

PRESENTATIONS

Mr Cyril S. Shroff
Partner Amarchand & Mangaldas& Suresh A.Shroff & Co.


Ms Zia Mody
Advocate, High Court
Chambers of Zia Mody

Panel Discussions

Technical Session - 3

RESTRUCTURING ACCOUNTING & TAX RELATED ISSUES
November 8, 1998
This session will focus on taxation treatment for various forms of restructuring including spin-offs, demergers, mergers and various thereof, including those under income tax, sales tax, excise and other indirect taxes; impact of tax benefits; accounting treatment for companies involved in restructuring including relevant accounting standards; and valuation issues.

Moderator Mr Cyril S. Shroff

Partner

` Amarchand & Mangaldas& Suresh A.Shroff & Co.

Panelists Mr N C Mehta

Partner

N.C. Mehta & Co.

Mr Nanda Menon
Associate Director

Jardine Fleming India Securities Ltd.

Mr Nihal Dalvi
Advocate

PRESENTATIONS

Accounting Issues
Mr Gautam B. Doshi
Partner
Ratan S. Mama & Co.

Tax Issues
Mr Rajendra P. Chitale
Managing Partner
M.P. Chitale & Co.

International Experiences
Mr Bobby Parikh
Partner


Authur Andersen

Panel Discussions

Summing up by the Moderator