Real Estate & Construction Legal Summit RCL SUMMIT 2014 3 14th February 2014 The Leela Ambience, Gurgaon3 RD EDITION After a couple of successful and well attended past editions of RCLS Real Estate & Construction Legal Summit 2012 and 2013 Lex Witness is proud to present the 3rd Annual Edition which takes place on 14th February at The Leela, Gurgaon Knowledge Partner Fraternity Partners Kit Partner LitCom Partner Supporting Partner www.rcls.in
An EVENT that CONTINUES to DELIVER Paradigm Shifts in operations According to current reports, the Indian real estate and construction sector is in a process of a paradigm shift in the way it operates. It is no longer business as usual. Industry Challenge While steps have been taken with a view of improving the industry transparency and accountability by central and state governments with new legislation, escalating project cost due to increasing cost of both material and skilled manpower, constrained and high funding cost, which add to operational challenges. And ongoing projects still struggle to be completed in time due to the tedious and multi window approval process spread across state, central and local level New Regulations Approvals, Licencing and clearances Land Acquisition Direct, indirect Taxation and Service Tax Funding Labour issues Disputes and ongoing Litigations The Opportunity There is a realisation of asset classes which promise signi cant, if not substantial return of investment, such as Healthcare real estate Medical cities Segment residential consumers Hospitality real estate Development of industrial hubs and township around Industrial Corridor Affordable housing Metro projects in key cities improving connectivity and residential and commercial space in vicinity Airport expansion and modernisation programme Entertainment related constructions such as sport cities and amusement parks Mixed used commercial property The Solution @ 3rd RCLS It against this background that the third edition Annual Real Estate and Construction Legal Summit offers you, a not to be missed opportunity to help nd solutions through the maze of complex regulatory and legal challenges, for all professionals involved in real estate and construction transactions. Investment & Financing Status However India is still considered an attractive market for investment in real estate and construction projects. The step taken up by SEBI by introducing REITs will be helpful in organizing, operating and managing investments and will attract small investors as well in the real estate sector. A must attend Meet 3rd Annual RCLS is a must attend meeting for all those involved in the business of real estate and construction. For the last two years RCLS has been attended by more than 200 legal and business professionals who have bene ted for the in-depth knowledge exchange. Attend it! EXPERINCE IT!
What is DIFFERENT THIS YEAR? 6 Reasons why you cannot miss this event 1. The event agenda has been designed to ensure a critical learning based outcome for all professionals 2. Shared learning environment: Industry acclaimed format designed to offer you real life insights and solutions with your peers 3. Great learning choices: 9 topical focused group sessions on technical, legal updates, nance & taxation to choose 4. Networking opportunities : Well spread across and structured breaks 5. Implementable ideas 6. Increased interaction through closed group sessions: hear and feel what is not discussed at open platforms Issues covered in Panel discussions Analysing the current legal, regulatory and compliance effecting value chain for real estate, construction and infrastructure companies Companies Act, 2013 and it impact on real estate and construction companies Bribery and corruption issues Practical advice on land acquisition due diligence with respect to the land acquisition, rehabilitation and resettlement Bill, 2013 Proceed with due diligence': What does it mean in construction contracts and development agreements Due diligence for avoiding future disputes and litigation in purchase of government owned land and infrastructure and development projects Developing a tangible due diligence checklist for the all related contracts and transactions Finance & Taxation Group Sessions Direct, Indirect Taxation & Service Tax implication Fraud Management Funding, M&A deals, FDI and structuring contracts Technical Group Sessions Contarct & Document Management Disputes, Mitigation & Resolution Managing Litigation Regulatory Group Sessions Approvals & Licensing : NCR - Delhi - Noida - Gurgaon Regulatory clearances and beyond: Practical approaches Implications of the proposed Real Estate (Regulation & Development) Bill, 2013 Attend it! EXPERINCE IT!
Audience Who should attend? Corporate Counsel Company Secretary Head Contracts Head Legal Chief Executive Officer Chief Financial Officer Chief Operating Officer Chief Risk Officer Managing Director Head Land Acquisition Head Compliance Head Corporate Affairs Head Operations Head Regulatory Affairs Law Firm Partners Project Financer Individual Practitioners Developers From the following Sectors: Real Estate Construction Infrastructure Financial Institutions Government Authorities State Urban Development Authorities of India Private Equity Firms Real Estate Funds Banking Sector Construction Equipment Companies Hospitality Development Power & Energy Infrastructure Development Law Firms
Invited & Confirmed SPEAKERS Anand Vasagan, VP Legal & Compliance, Matrimony.com &India Property Group Badrinath Durvasula, Vice President & Head Legal, Larsen & Toubro Dinesh Thairani, Head Legal & Company Secretary,Punj Loyd Gopal Menghani, Sr. VP Legal, Lodha Group Harish Sehgal, ED Law, Dalmia Bharat Hemant Kumar, Group General Counsel, Essar Services India Limited R L Batta, Joint President Legal, Jaypee Group Rajdeep Khullar, Head Legal, SREI Infrastructure Finance Rajinder Sharma, Director Corporate Affairs & General Counsel-South Asia, E.I. DuPont India Pvt Ltd S S Gaur, Executive Director (Law)-Corporate Affairs, Housing & Urban Development Corporation Limited Sanjay Narayan, Head Legal, Ansal Buildwell Ltd. Sanjeev Gemawa, VP Legal, DLF Rentco Ltd. Shweta Girotra, DGM (Legal) & Company Secretary, Bharti Realty SS Fonia, Head Legal, Engineers India Limited Subhash Bhatt, Executive VP Lega, DLF Group Sumant Nayak, General Counsel, Essar Power Limited Sumit Roy, General Counsel & Legal Head, BPTP Sunil Mantri, Chairman, Sunil Mantri Group Sushil Aggarwal, Vice President (Co. Affairs & Legal), MVL Limited Vinod Kawatra, VP - Legal and Secretarial, SUN Group V S V Rao. Legal Advisor. IFCI Ltd
08.30 Registration and welcome refreshments 10.00 Keynote panel discussion State of the industry debate : Impact and way forward to current regulations and legislations Analysing the current legal, regulatory and compliance effecting value chain for real estate, construction and infrastructure companies Leader speaks: Analysis of the current regulatory and legal issues which have impact industry business and way forward solutions Improving compliance and adherence to regulatory aspects through company wide information sharing and change management Land acquisition, rehabilitation and resettlement Bill, 2013 Industry Implication Which of the 157 amendments need to be examined closely? Special Focus: Substantiate amendments that require closer scrutiny and impact on development projects Special provisions that need closer examination Identifying: Provisions of the bill applicable for new development projects Evaluate: Partial retroactive application that could affect some already completed transactions Mukundan Bharatan, Senior Legal Counsel GlaxoSmithKline Pharmaceuticals Limited Laws & rules to BadrinathDurvasula, be followed before finalizing VicePresident land for Legal, development New Approach: L Land & T thresholds, screening and acquisition practices Documentation practices Rehabilitation & resettlement Compensation mechanism and multiplier clause - rural areas vs. urban areas? Companies Act, 2013 and it impact on real estate and construction companies Analyse: Key changes introduced by the Bill and industry impact Evaluate : Industry Impact from practical and operational perspective Corporate governance Other updates: Compromises, arrangement, amalgamation and new tribunals, audits and accounting, Impact: M&A and private equity Mandatory Corporate social responsibility industry options End note: Bribery and corruption issues Leaders thoughts and Ideas on dealing with and way for curbing bribes on corruption now and in future 12.00 In-depth learning The art and science of due diligence in real estate and construction transactions Following a due diligence process can be tense, with tight timelines to meet, fast turnaround expectations from stakeholders and ever increasing batches of documents that can very spread across and requiring repeated reviewing, scrutinizing and disclosers. In most cases, extracting key contractual information and analysing it larger impact from these documents is a tedious exercise, involving expensive resource such as land acquisition, title leasing, Practical advice on land acquisition due diligence with respect to the land acquisition, rehabilitation and resettlement Bill, 2013 Developing a preliminary due diligence checklist for land acquisition? What are the most appropriate due diligence process before purchasing of land including land marked for agriculture? Environmental, title/survey and other due diligence Land bank valuation Convergence of land from agricultural to non - agricultural Title due diligence what do you need to check while evaluating distressed properties Proceed with due diligence': What does it mean in construction contracts and development agreements Due diligence while investing finance and resources in construction transactions Due diligence for avoiding future disputes and litigation in purchase of government owned land and infrastructure and development projects What are different elements and due diligence involved in purchase of Government owned land? How are contractual terms of purchase, agreements and development work different compared to purchase of land from private party? Infrastructure project due diligence and provisions for providing penalty clause in case of land unavailability due to litigation, laxity or other causes Developing a tangible due diligence checklist Starting point: Key question to ask while fine tuning and developing a checklist for due diligence your department and organisation to manage future litigation and disputes Jotting down: What you need to do, on your next working day 11.30 Networking and refreshment break \ 13.00 Networking lunch SriGro Interactive Private Ltd., # 426, 2nd Floor, MG Road, Ghitorni, New Delhi 110030T: Tel: 91-11-66.56.9797
14.00 RCLS experiential learning: Interactive focus group session one Choose one of three focus discussion sessions, each dealing with a topical scenario that you consider most important and would like to interact with your peers for practical solutions. Each focus discussion will be led by two experts Group session A: Regulatory Approvals & Licensing NCR - Delhi - Noida - Gurgaon At the time of purchase of the land and for subsequent development of project there are a number of approvals required which differ based on state and local law. A single window clearance is an ideal situation to avoid delay in projects, however working within current parameters means that it is easy enough to overlook and make mistakes in timelines for approvals. This interactive and practical group session will include sharing of real life case studies and practical insights into formalities to be met for these approvals, as well as approval process which include local, state, environmental, utilities and land regulations for NCR Region The Haryana Real Estate (Regulation and Development) Bill 2013 Land related laws applicable to Delhi Building regulations, bylaws, amended directions for NCR Development authority latest updates State laws covering development activity and best practices to deal with the licensing and approval authority Group session B: Financial Direct, Indirect Taxation & Service Tax implication What are the current issues regarding changes and amendments that impact the transaction, taxability, book keeping and compliances for the real estate and construction companies Fact find: Participants feedback on direct and indirect taxation issues that need clarity Service tax implication for real estate companies Discuss: current grey area of taxation that every real estate lawyer should know Types of taxes which may be applicable for E&C companies operating in India Valuation for levy of tax Abatement on construction contracts Accounting of real estate transactions Stamp duty & local taxes Capital gain tax on real estate transaction TDS & VAT related Issues State VAT laws Tax implication for NRIs Tax on sale and purchase of property Other tax related issues Group session C: Technical Contracts and Document Management Document Management Strategize: What are the best practices in professionally managing large number of documents which include contacts and agreements related to land purchase, sales of flats, service agreements etc. Collations- what works? Contract Management Streamlining: How to interact and gather relevant inputs from internal team members: architects, designers, project team, civil engineers and legal consultants for the documentation involved in getting relevant sanctions, approvals from the various Govt. agencies What are the principles of risk mitigation and allocation in contracts involved in construction transactions Crosscheck: Construction contracts and subcontracts, agreements and it validity with reference to Indian Contracts Act Contracts with government bodies and public sector undertakings issues and challenges Discuss: Common contractual problems faced by participants and solutions o Developer & construction company o Developer and client agreements The Right Clause Key clauses to include for design and performance, project delays, time extension and compensations Key clause and terms for delayed payments Key contract clauses for dispute avoidance and resolution, mediation, expert determination, adjudication and arbitration 15.00 Refreshment and networking break SriGro Interactive Private Ltd., # 426, 2nd Floor, MG Road, Ghitorni, New Delhi 110030T: Tel: 91-11-66.56.9797
15.30 RCLS experiential learning: Interactive focus group session two Choose one of three focus discussion sessions each dealing with a topical scenario that you consider most important and would like to interact with your peers for practical solutions. Each focus discussion will be led by two experts. Group session A: Regulatory Regulatory clearances and beyond: Practical approaches This group session focuses practical solutions on 4 specific legal issues considered most important from an industry perspective Implications of these issues extend to overall industry performance. And in reality these can cause the current or future projects, real estate or infrastructure to come to a virtual standstill. Knowledge Café Session: Environmental Act Group session B: Finance Fraud Management As valuation of real estate deals increases, so does element of cheating and forgery. Real Estate transactions are working on trust factor, where documentation is not obligatory. Forgery in real estate or land deals is of increasing concern for all stakeholders, this session focuses on Detecting fraudulent documents in real estate transactions Taxes: Due diligence checklist to avoid being Wildlife Act Legal Knowledge Management defrauded Water Act and In Water house Cess counsel Vs outside counsel Recent example and case studies of forgery and Labour Law and manpower shortages modus operandi of fraudsters in real estate transactions Group session C: Technical Disputes, mitigation & resolution Understanding and mitigating disputes Participants interaction: Understanding the core reasons behind disputes in real estate and construction 360 degree analysis Risk mitigation strategies to avoid future disputes Dispute Resolution Analysing various dispute resolution strategies arbitration vs. mediation vs. conciliation vs. expert determination Dispute boards Special focus: Institutionally administered arbitration vs. ad-hoc arbitration, choosing arbitrator and controlling cost 16.30 RCLS experiential learning: Interactive focus group session three Group session A: Regulatory Implications of the proposed Real Estate (Regulation & Development) Bill, 2013 Understating core elements of the bill What are the features of the bill and the changes it will bring about in business operations? What are the obligations of the promoter or developer? Obligations of allotted Appellate tribunal and its working Penalties and persecutions What changes on operational front? By when? Agreements Approvals Disclosures Group session B: Finance Funding, M&A deals, FDI and structuring contracts Funding is needed for Real Estate projects from Banks, FIIs, Private Equity and the secondary markets to drive the much needed momentum. Creation and operation of public and private funds investing in real estate Real Estate Investment Trusts [REITs] Finance structures, contracts and approvals Joint Venture contracts and agreements Structuring M&A deals How current funding deals being structured? What are contractual elements Private equity contracts structures and dealing with breaches When do nature of agreements clashes with financing options and result in double payment? Current trends of FDI in real estate, contracts, regulations, NRI Investments, tax implications and exit clauses Group session C: Technical Managing Litigation With shrinking financial resources for new and existing projects, disputes are likely to take the course of litigation Case study current litigation, core issues & recent rulings related to project Owners & developers Contractors Subcontractors Clients Finance s and banking institutions Impact analysis of current rulings Litigation communication: why and how? Property rights dispute litigation Appearances, 5 things that you should be ready with during appearances Managing you litigation and appearances as a project Litigation cost management and analysis: Which law firm to engage for litigation? Litigation strategies against regulatory bodies Competition and anti-trust litigation 17.30 Closing remarks for 3 rd Annual RCLS SriGro Interactive Private Ltd., # 426, 2nd Floor, MG Road, Ghitorni, New Delhi 110030T: Tel: 91-11-66.56.9797
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