Conference and Interactive Workshop on

INFRASTRUCTURE PROJECTS IN INDIA LESSONS LEARNT AND THE ROAD AHEAD – TAX, LEGAL AND PROJECT MANAGEMENT PERSPECTIVES February 18-119, 2015, The Imperial, New Delhi

In association with

MISSION The new government has made investment in infrastructure one of its top priorities. It has also begun to take concrete measures to revive stalled projects and to create a conducive environment for new investments. As a

Who should attend? This workshop would be immensely useful for professionals forming a part of “Commercial” departments in their respective organisations, who need to stitch together myriad tax, legal and project management insights in order to arrive at optimum and competitive business decisions. Professionals specialising in the domains of law,

result, we can expect investments in infrastructure projects to increase

contract management, taxes, project management and finance would also find this

significantly, if not dramatically, over the next few years.

conference hugely beneficial. It would be a great learning opportunity even for young

This new burst of investments would need to be cognizant of the lessons learnt in the last decade or so in the realm of taxes, in the realm of contractual and other legal issues and last, but not the least, vis-a-vis

professionals who have just started their careers and who are looking to be a significant part of the India infrastructure story. The conference is targeted at:

project management. With this background, we, in association with KPMG,

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Infrastructure project developers

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Financial institutions & investors

bring to you this workshop focused on infrastructure projects in India with

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EPC contractors

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Commercial banks

the primary objective of crystallising the learnings across the realm of

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Construction equipment providers

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Infrastructure development agencies

taxes, legal issues and project management experiences for a wide array of professionals who are stakeholders in the India infrastructure story. The course modules of this workshop are designed to cover tax, legal and project management aspects across the various stages of a project – from inception to operation. This workshop includes several sessions in the area of taxes. Much has

About the organisers The conference is being organised by India Infrastructure Publishing, a company dedicated to providing information on the infrastructure sectors through magazines, newsletters, reports and conferences. The company publishes Indian Infrastructure, Power Line, tele.net and

been written about the lack of certainty regarding the applicability of taxes

Renewable Watch magazines. It also publishes a series of research reports and weekly

in India, both direct and indirect. However, a substantial body of

newsletters in the areas of power, oil and gas, ports and shipping, roads and bridges,

jurisprudence and experience has developed over the years, which, if taken

airports, urban infrastructure, telecom and railways.

into account, would mitigate much of this uncertainty. This workshop would cover key direct and indirect tax issues during both the setting up and operational stages of a project. Sector-specific tax issues across all the key

KPMG in India, a professional services firm, is the Indian member firm of KPMG International Cooperative. Globally, the company is present in 155 countries around the world with a combined strength of over 162,000 people. KPMG’s member firm in India was established

infrastructure sectors would also be discussed. Further, in keeping with the

in September 1993 and since its inception, has been one of the fastest growing member

times, the expected impact of the introduction of GST on infrastructure

firms in KPMG’s global network. KPMG works with over 2,700 clients in India including

projects would be discussed. Last, but not the least, one full session has

domestic and multinational, private and public sector companies, offering a wide range of

been reserved to discuss the fundamental question: is the splitting of EPC

financial, business performance, tax and regulatory, technology and risk advisory services,

contracts for tax purposes still the right way?

combined with extensive knowledge and experience of the Indian business environment and global and local industries. Today, KPMG in India operates from 20 offices across 10 cities

On the legal side, this workshop would provide an introduction to global

and combines 8,400+ professionals led by over 500 partners and directors, offering more

standard form contracts (for example, FIDIC and NEC contract documents)

than 100 products that are tailored to meet client and market demand.

for setting up projects and discuss key takeaways from the Indian experience in adopting standard formats/templates. The importance of understanding the nature of the concessionaire’s rights vis-a-vis the project land would also be dealt with. Key contractual concepts like liquidated damages, “change in law” and force majeure would be discussed at length along with drafting best practices. In addition, the workshop will include a

Simex was established in 1985 with a vision of simplifying the concepts and procedures of Export-Import incentives especially for deemed export supplies for infrastructure projects. The firm has been a pioneer in recovering the indirect taxes and duties such as customs and central excise for EPC contractors, project developers, suppliers and manufacturers from India and overseas.

discussion of key issues arising out of the Coal Ordinance/Bill. From the project management perspective, this workshop would cover the crucial topic of risk mitigation and other management best practices for

Delegate fee

infrastructure projects (including relevant case studies). This workshop is structured in a manner that combines a substantive

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Rs 67,500 for four. There is also a 20 per cent “early bird” discount for those registering before

understanding of the conceptual aspects together with a practitioner’s practical perspective.

The delegate fee is Rs 22,500 for one participant, Rs 37,500 for two, Rs 52,500 for three and February 3, 2015.

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A service tax of 12.36 per cent is applicable on the registration fee.

AGENDA (Tentative) Session 1

Introduction to the workshop

Sujit Ghosh (Partner and National Head), Advaita Legal

Session 2

2.1

Overview of key contracts in an infrastructure project:

2.2

Introduction to global standard form contracts (e.g. FIDIC and NEC contract documents) for

2.3

Sudipta Bhattacharjee (Principal, Advaita

the setting up of projects and key takeaways from the Indian experience in adopting

Legal); and Shailendra Singh (Managing

standard formats/templates

Associate, Advaita Legal)

EPC contracts with PPP concessionaires – importance of understanding the concessionaire’s rights vis-àà-vvis the project land

Session 3

Session 4 Session 5

Key tax aspects vis-àà-vvis infrastructure projects 3.1

Setting up of projects

(a)

Key exemptions/concessions and challenges for the sector from a tax (direct and indirect)

Priyajit Ghosh (Director), Indirect Tax; and

point of view

Nabin Ballodia (Partner), Corporate Tax

(b)

Overview of tax cost optimisation options relevant for the infrastructure sector

3.2

Operation of infrastructure projects – key tax issues

Pratik Jain (Partner);

Overview of tax cost optimisation options relevant for the infrastructure sector based

Vivek Gupta (Partner) Simex; and

on Foreign Trade Policy

Sujit Ghosh (Partner), Advaita Legal

5.1

Key legal aspects pertaining to infrastructure sector contracts with specific focus on:

•

Liquidated damages and limitation of liabilities

Shailendra Singh (Managing Associate,

•

Direct and indirect or consequential damages, remoteness, recoverability of loss of

Advaita Legal); and

profit, business losses

Sudipta Bhattacharjee (Principal,

•

Force majeure vs frustration of contracts and their consequences

Advaita Legal)

•

Suspension, delay and termination of contracts – effects

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Indemnities

•

Change in law including change in “tax law”

•

Drafting caution points – tax related clauses in a contract - Safeguard clauses vis a vis end-use certificates, Form C, etc. - Dealing with taxes like building/labour cess, customs duty, entry tax, etc. - How to capture reverse-charge obligations? - Caution points vis-à-vis “transfer of ownership” clauses

5.2 Session 6

Tax and regulatory issues (inbound and outbound projects) •

Session 7 Session 8

Discussion of key issues arising out of the Coal Ordinance/Bill Key tax issues in cross-border transactions

Pratik Jain (Partner);

•

Addressing the challenges of withholding tax and service tax under turnkey contracts

Priyajit Ghosh (Director), Indirect Tax;

•

Key transfer pricing (TP) considerations (including domestic TP issues)

Amarjeet Singh (Specialist), Corporate Tax);

•

Regulatory issues in inbound and outbound investments

and Ashish Gupta (Partner), Corporate Tax

•

Expatriate tax, payroll and PF-related issues for infrastructure projects

Risk mitigation and other management best practices for infrastructure projects

Sanjay Garg (Partner), Mega Project

(including relevant case studies)

Advisory Practice

GST and its expected impact vis-àà-vvis the infrastructure sector

Sujit Ghosh (Partner) Advaita Legal; and Siddharth Mehta (Partner) Indirect Tax

Session 9

Is splitting of EPC contracts for tax purposes still the right way? Revisiting the fundamental and

Sujit Ghosh (Partner) Advaita Legal

age-oold conundrum… and Q&A THERE WILL BE NETWORKING COCKTAILS AND DINNER ON THE EVENING OF FEBRUARY 18, 2015 FOR DELEGATES AND OTHER INVITED GUESTS

To register: Call +91-111-446560424, 46560423, 41034615, email: [email protected], or visit us at www.indiainfrastructure.com

SPEAKERS/FACULTY Sujit Ghosh, Partner Sujit is a partner and national head – Tax Litigation and Controversies (indirect taxes), at Advaita Legal and has close to 20 years of experience. He is a lawyer by qualification, and has graduated from the prestigious National Law School of India University, Bangalore. He is registered as an advocate with the Delhi Bar Council. In his 20 years of experience, Sujit has specialised in all indirect taxes and has catered to clients in various sectors. He has played a lead role in conceptualising overall transaction structures, finalising the relevant contractual documents and tax impact analysis for several infrastructure projects. Sujit is also an arguing counsel and appears regularly before the Supreme Court, all major high courts and various benches of the Customs Excise and Service Tax Appellate Tribunal regarding tax and regulatory matters. He has been listed by the International Tax Review, 2014, as one of the 22 leading tax litigators of India. Sujit served as the arguing counsel for Alstom for the landmark decision by the Gujrat High Court on the constitutional validity of provisions pertaining to deemed export benefits for power projects. The decision had an immensely favorable impact on the entire power sector and has been followed by the Delhi High Court in the case of Simplex Infrastructures. At present, Sujit is representing Alstom, Simplex and several other power companies before the Supreme Court, on the aforesaid issue. He is also an expert in matters related to tax and legal issues arising our commercial contracts, and has led various high-stake engagements for contract drafting. He has provided strategic tax- and contract review-related advice for India’s first national waterway project, as well as the country’s first ultra-mega power project and nuclear power project, since the opening of this sector. Amarjeet Singh (Specialist), Corporate Tax Amarjeet is a chartered accountant with a bachelor’s degree in commerce from Delhi University. He has nearly 20 years of experience in the areas of foreign investment and tax consulting. He spent four years working in KPMG London with the International Tax Group, and has now been relocated back to India. He has extensive experience in advising various multinational clients on Indian corporate tax matters, cross-border tax planning issues, inbound and outbound investments, Indian exchange control, and corporate law matters. He has offered advice to a number of foreign companies to structure investments in India through the appropriate holding companies in India/offshore, financial instruments (equity, convertible debts, preference shares, etc.), foreign currency loans, etc. Amarjeet has advised many multinational companies on tax issues related to the structuring and reviewing of EPC contracts in India. He has been involved in pre- and post-bid advisory assistance and contract structuring. He has also advised leading multinationals with respect tp EPC contracts awarded to the oil and gas sector. He is also a member of the Institute of Chartered Accountants of India. Pratik Jain, Partner, Indirect Tax Pratik is a chartered accountant with a bachelor’s degree in commerce. His specialisation lies in the areas of service tax, value added tax (VAT), goods and services tax (GST), education, licenses and certifications Pratik has around 15 years of experience in advising clients in entire gamut of indirect taxes specifically on service tax, VAT and now on GST. Prior to joining KPMG, Pratik has also worked with global consulting firms Arthur Anderson and EY in India.

He has been extensively involved in the structuring of EPC contracts, review of bid documents/requests for proposal and computation of indicative tax costs in EPC contracts. His specialisation lies in the oil and gas and infrastructure sectors and has worked with leading upstream as well as downstream oil companies in India. He has been involved in making representations to government authorities on behalf of the Association of Oil & Gas Exploration Companies on indirect tax and GST-related issues He has been involved in several greenfield projects, reviewing tax cost computations/ assumptions and identification of planning opportunities including possible strategies for building up an effective supply chain model from an indirect tax perspective. Pratik leads KPMG India’s GST-related initiatives in India and is known as a prominent expert in this area. He plays an active role in the formulation of the GST policy and is actively involved in the same or consulted by industry and industry associations in this regard. He is helping large companies in analysing the impact of GST on their business operations, as well as internal business functions (for instance, IT systems, finance and accounting, etc.) Pratik was involved in the implementation of VAT in couple of important Indian states. He regularly participates in media interactions (print as well as electronic) on a wide range of indirect tax issues, including GST. Nabin Ballodia, Partner, International Tax and Regulatory, India Nabin is a chartered accountant, cost accountant and company secretary. He has over 17 years of experience in corporate tax, business evaluation, tax structuring, licensing policy, etc., with a focus on the oil and gas sector. He is a partner, International Tax & Regulatory, at KPMG (India). He specialises in corporate tax, international taxation and regulatory matters with a focus on the infrastructure and energy sectors. He has almost two decades of experience in advising clients on entire gamut of corporate tax issues and has assisted several national and international corporate houses. Nabin has assisted several national and international companies with regard to their entry strategy and plans for setting up operations in India. He has also offered structured solutions to various companies on investment options, tax modeling, operating vehicle, etc. He has worked extensively on matters involving EPC contracts, issues involving Association of Persons and other regulatory issues. Siddharth Mehta, Partner Siddharth has more than 13 years of experience in advising clients in entire gamut of indirect taxes, including GST. Prior to joining KPMG, he worked with Global Consulting firms Arthur Anderson and EY in India. He is holds a bachelor’s degree in commerce, and is a chartered accountant by qualification. He has advised several Indian and multinational corporations on Indian indirect taxes, including VAT/sales tax, service tax, customs duty, excise duty and matters relating to foreign trade policy. He has been instrumental in advising many clients on possible strategies for the effective management of their businesses, from an indirect tax perspective. He has been involved in several greenfield projects, in reviewing tax cost computations/assumptions and identification of planning opportunities including possible strategies for building up an effective supply chain model from an Indirect tax perspective. He has advised large manufacturing companies in the area of projectspecific tax incentives to be sought from state governments.

To register: Call +91-111-446560424, 46560423, 41034615, email: [email protected], or visit us at www.indiainfrastructure.com

SPEAKERS/FACULTY Siddharth has advised various clients, including several infrastructure companies (project owners, developers, contractors), on diverse indirect tax matters. He has also been involved in undertaking diagnostic indirect tax reviews, transaction/contract structuring and due diligence for major infrastructure players. He has also assisted several clients in conducting comparative analysis for vendor selection and bid pricing from the indirect tax perspective. He has also been involved, along with various industry associations, in conducting road shows/sessions to generate awareness on the proposed GST regime. He is also helping large companies in analysing the impact of GST on their business operations as well as internal business functions (for instance, finance, IT systems, etc.). Ashish Gupta, Partner, KPMG, India Ashish is a chartered accountant with a bachelor’s degree in commerce. His specialises in the areas of tax and regulatory services, international executive services, education, and licences and certifications. Ashish is a partner in the KPMG tax practice with more than 17 years of experience in providing tax, exchange control and allied services to globally mobile employees and their employers. He specialises in all aspects of personal taxation and has a robust client base from a cross-section of industry segments. He is also an expert in the field of personal tax and regulatory matters pertaining to individuals, specifically globally mobile employees. He has advised on several compensation structuring assignments, and has extensive experience in conceptualising, designing and implementing numerous employee stock-based incentive schemes for various public and private companies. Ashish has been involved in the planning of international secondments, the implementation of hypothetical tax and tax equalisation policies, availing of treaty benefits, addressing cross-border tax issues and avoidance of double taxation on the personal income of employees. He has represented inbound and outbound assignees in assessment proceedings before the Indian tax authorities, at various levels. He has also advised various companies on Indian social security matters and visa/immigration related matters. He has vast experience in dealing with large corporate houses on foreign exchange issues relating to employee movements. Ashish is a regular presenter on technical topics at events organised by the PHD Chambers, Indo-American Chamber of Commerce, Northern India Regional Council of the Institute of Chartered Accountants of India, European Business Group, Belgian Luxembourg Business Association. He is also a regular contributor to print media on topics related to personal tax and regulatory matters. Sudipta Bhattacharjee, Principal, Tax Controversy Management and Contract Documentation Sudipta is a principal (indirect taxes and contract documentation) at Advaita Legal – Attorneys and Advocates. He has close to 10 years of experience in providing tax and allied commercial-legal advisory services to clients in diverse sectors, as well as in structuring, drafting, reviewing and negotiating various contracts. He is a lawyer by qualification, and has graduated from the prestigious National University of Juridical Sciences, Kolkata. Sudipta specialises in contract documentation-related services as well as all indirect taxes including customs duty, excise duty, service tax and VAT. He has been involved in providing strategic tax and contract-review related advice for India’s first national waterway project as well as India’s first ultra-mega power project. He has a rich,

practical and varied experience in advising various clients in the realm of taxes during the contract formation as well as the implementation stage. He has played a key role in conceptualising the overall transaction structures, finalising relevant contractual documents and tax impact analysis for several projects. Sudipta regularly speaks at various prestigious conferences and has published several articles in leading publications. Earlier, he has worked with Reliance and BMR. In his stint with Reliance, Sudipta was involved with structuring, negotiation and the finalisation of various high-value procurement contracts as well as other commercial contracts.

Shailendra Kumar Singh, Managing Associate Shailendra has more than 12 years of experience in providing legal advisory services to clients in diverse sectors, and in drafting, reviewing and negotiating various contracts as well as offering advice on regulatory issues. His specialisation lies in powe, infrastructure and contract documentation. He has also advised and represented clients in various judicial fora. He has advised a number of clients in the power sector on various project agreements including EPC contracts, power purchase agreements, fuel supply and transportation agreements, operations and maintenance (O&M) agreements, and various other supply and services contract. He has also worked with government authorities and private sector players in relation to various bidding processes, preparation/vetting of bidding documents including concession agreements and legal advice on various issues pertaining to the bidding process. In the renewable energy space, he has served as adviser for various contracts including on EPC and O&M contracts, CER sale-purchase agreements, lease and sub-lease agreements and various regulatory issues thereof. In the manufacturing sector, his contribution has been with respect to structuring, negotiation and finalisation of various contracts in relation to its operations including in respect of technology license agreements, land arrangements, various supply and services contracts, trademark licensing agreements and advice on various legal issues thereto. He has advised clients regarding acquisition transactions, including conducting due diligence on potential assets and companies with respect to acquisition transactions and in the drafting of transaction documents. He is a regular writer and speaker on various legal issues surrounding the infrastructure sector.

Vivek Gupta, Partner, Simex Vivek is a mechanical engineer from IIT BHU, Varanasi, and has a master’s degree in international business from IIFT. He has nearly 30 years of experience in the advisory and execution aspects of infrastructure projects in South and Southeast Asia. He has also been actively involved in taxation and investment consulting for road and power projects in India. Vivek has been exclusively providing indirect tax consulting services, especially related foreign trade policy incentives for power, road and infrastructure projects, since 1985. The power sector clientele includes major Indian developers Reliance, Lanco, L&T, Tata and International EPC Contractors and manufacturers Alstom and ABB for three decades. His road sector clientele includes Indian developers BSC, NCC, and Gayatri, and International contractors IJM and UEM. In addition to these consulting activities, Vivek has also been very proactive in mergers and acquisitions, and private equity activities in the infrastructure sector. Most of his professional experience, before he founded the company, PE Consulting in 2007, was entrepreneurial in nature.

To register: Call +91-111-446560424, 46560423, 41034615, email: [email protected], or visit us at www.indiainfrastructure.com

Conference and Interactive Workshop on

INFRASTRUCTURE PROJECTS IN INDIA LESSONS LEARNT AND THE ROAD AHEAD – TAX, LEGAL AND PROJECT MANAGEMENT PERSPECTIVES

February 18-19, 2015, The Imperial, New Delhi Registration Form I would like to register for the conference. I am enclosing Rs_______________________________vide cheque/demand draft no.___________________ drawn on __________________________dated ______________ in favour of India Infrastructure Publishing Pvt. Ltd. payable at New Delhi. Please send wire transfer payments to: Beneficiary

India Infrastructure Publishing Private Limited

Bank Account No.

094179587002

Bank Name

The Hongkong and Shanghai Banking Corporation Ltd

Swift Code

HSBCINBB

IFSC Code

HSBC0110006

Bank Address R-47, Greater Kailash-1, New Delhi-110048, India

Name(s)/Designation (IN BLOCK LETTERS) Company Mailing Address

Phone

Mobile

Fax Email

Delegates INR Service tax (12.36%)

Total USD

One

Two

Three

Four

22,500

37,500

52,500

67,500

2,781

4,635

6,489

8,343

25,281 505

42,135 845

58,989 1,185

75,843 1,525

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The registration fee includes conference material, tea/coffee, lunch (both days) and cocktails & dinner on February 18, 2015.

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The conference is a non-residential programme.

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Registration will be confirmed on receipt of payment. Full payment must be received prior to the conference.

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Payments for “early bird” registrations should come in before February 3, 2015.

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Conference fees cannot be substituted for any other product or service being extended by India Infrastructure Publishing Pvt. Ltd.

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Discount offers cannot be combined with any other offer.

For registration, please contact: Aditee Sharma, Conference Cell Tel: +91-111-446560424 | Mob: +91-99910664828 Email: [email protected]

Shilpi Grewal, Conference Cell Tel: +91-111-446560423 | Mob: +91-99873883385 Email: [email protected]

Conference Cell, India Infrastructure Publishing Pvt. Ltd., B-117, Qutab Institutional Area, New Delhi 110016. Fax: +91-111-226531196, 46038149. E-m mail: [email protected]

Cover pic courtesy: shutterstock images

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