Aliff, who was a founding partner in another law firm in Mumbai, merged his practice with ALMT Legal in 2003 to enhance the Firm’s tax and M&A practice.Today, Aliff is recognised as an outstanding lawyer in his chosen fields of practice and has been consistently selected as one of India’s leading lawyers by global legal publications like Asia Law Profiles, Chambers & Partners, Legal 500 and IFLR 1000 amongst others.
Besides his M&A and tax work, Aliff has also helped develop a thriving employment law practice for the Firm and assists several multinational clients on a wide spectrum of employment law issues. In addition to structuring contracts, drafting employmnet policies and procedures for clients, including issues relating to sexual harassment and anti-sexual harassment policies, and advising on social security schemes, Aliff has also advised on implementing terminations, both as a reduction in workforce as well as termination for misconduct, the enforceability of post termination obligations as well as dispute resolutions. He has also conducted training workshops in companies in relation to effectively dealing with sexual harrasment complaints, anti bribery, data privacy and workplace ethics.
Aliff is featured in Asian Legal Business magazine’s ‘A-List of India’s Super 50 Lawyers in 2020’. Asia Law Profiles 2021 Edition has recognised Aliff as ‘Distinguished Practitioner’ for Labour and Employment and Corporate M&A. IFLR 1000 recognises Aliff as ‘Highly Regarded Lawyer’ for Private Equity and M&A in its latest edition. 2021 Corporate Intl Magazine Global Award recognises Aliff Fazelbhoy as ‘International M&A Lawyer of the Year in India – 2021’. Asia Pacific Legal 500 2020 Edition has featured Aliff in ‘Hall of Fame’ for his Tax practice. Aliff has been recognized as Employment Lawyer of the Year in India – 2019 by Global Law Experts Annual Awards and listed among the Top 100 Private Practice Lawyers in India by India Business Law Journal in 2018-19.
Aliff’s tax experience complimnets his employmnet practice and includes advising on cross border tax structuring and issues such as corss border deputation and secondment of employees creation of permanent establishment, obligations in relation to withholding tax, transfer pricing, characterisation of software payments etc as well as some indirect tax issues particularly service tax and VAT for various international and domestic clients. Aliff is also involved in advising on tax related litigation and dispute resolution proceedings before various tax authorities, tribunals and courts.
Aliff’s M&A and corporate practice is mainly focused on transactional work for domestic and international private equity funds and multinational companies.
Aliff has authored articles for international publications including for the IBFD and been a panelist at various international tax and M&A conferences and seminars.
2021 Corporate Intl Global Awards has awarded ALMT Legal ‘Employment Law Firm of the Year in India – 2021’. The 2020 Global Law Experts Awards has awarded ALMT Legal as ‘Employment Law Firm of the Year in India – 2020’.
Recent Labour & Employment work
• Advised an offshore drilling company on all employment related laws that would apply to both their on shore and offshore drilling operations in Indian waters, deputation of international workers, developing their employee handbooks and contracts and also related matters such tax advice, visa and immigration. The scope of work also included structuring employment contracts and advising them on visa and other registration requirements for expats who were deputed to the rig and their families, developing the employment contract templates and policies and advising on the applicability of highly special laws relating to maritime waters and employment law, advising on the tax implications and the risk of creation of a permanent establishment for the offshore company by virtue of deputing a number of employees to India.
• A global reorganisation of an US multinational and their offices worldwide was planned before the COVID-19 crisis struck which, for India involved laying off a few employees, closure of one division and transferring a few employees to other divisions. Just before the implementation, the lock down was announced, and the directives issued by the Government and Labour Commissioner stated that employees should not be terminated nor should wages be reduced. Aliff assisted the company with practical advice namely, to defer terminations by a few weeks and if unavoidable, offer higher severance, effecting the closure without violating the directives, effectively transferring employees to other roles, implementing a work from home policy during this time and securing permissions for essential staff to be able to go to office on a rotation basis to maintain and service expensive equipment and guard against breakdown of servers, etc.
• Advised a renowned IT Company and handheld them through the entire process of closure of an undertaking in one city and migrating a majority of the employees to another city. The scope of work involved preparing the strategy to be adopted for either a transfer of employees for whom they could relocate into another office and their roles and for the termination of employees who had to be let go. Also drafted the closure and termination / transfer notice to employees and as well as to the labour authorities and advised on the manner of service, timeline etc. as prescribed under the Industrial Disputes Act, 1947 and applicable rules and advised the company on the potential challenges they may face in implementing the closure and thereafter successfully hand holding them through the entire process which was completed without any complaints or further inquiries.
• Advised an Europe based multinational company with presence in India and handheld them through entire process of implementing two rounds of termination of employment within a span of three months at their Indian office. The scope of work involved advising on provisions relating to retrenchment under the Industrial Disputes Act, 1947, computation of legal dues/ severance benefits payable to the targeted employees inter alia including payment of gratuity under the Payment of Gratuity Act, 1972 and statutory bonus under the Payment of Bonus Act, 1965. Also assisted in preparing a strategy for implementing termination prepared suitable drafts of retrenchment notice and mutual separation agreements as per the requirements and incorporated essential clauses to secure the company from any claims arising out of or in relation to termination of employment or otherwise, computing the legal dues and severance benefits payable to the targeted employees.
• Advised a French based multinational company on the queries raised by them with regards to applicability of social security provisions in respect of employees from France, UK, USA and China being deputed to the Indian subsidiary of the company on a short term assignment ranging from 3 weeks to 3 months to assist the Indian subsidiary in launching their plant in India. Also advised on the provisions under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, the schemes and various circulars framed thereunder pertaining to “international workers”, outlined the exposure under the provisions of the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and the schemes framed thereunder in case of default in contributing towards the social security for such employees and also examined the applicable law to a factory in Andhra Pradesh and advising on the queries raised by them with regards to having 12 hours’ working shift for the deputed employees. Also advised on related tax issues arising from the deputations
• Advising a British multinational contract food service and support services company on the following –
➢ Strategy for dealing with allegations by the employee of unfair suspension followed by his dismissal.
➢ Process and timelines within which unpaid accumulations are to be deposited with the labour welfare fund authorities and the penalty prescribed for non deposition of the accumulations. Analyzing the law under the applicable acts for 10 states in India;
➢ Issue pertaining to components of salary on which overtime is payable for 11 states in India. Analyzing the definition of wages under all the applicable acts;
➢ Queries pertaining contributions towards provident fund, payment of overtime and components of salary comprising minimum wages.
Other recent M&A and Tax transactions
• Advised a British multinational contract food service company on its acquisition of an Indian company which is engaged in the business of cafeteria management services and digital café automation The scope of work involved to conduct a detailed due diligence of the target company including but not limited to employment, commercial contracts/agreements, intellectual property, corporate compliances, real estate etc., advisory on the potential risks involved in the proposed transaction, structuring the transaction and drafting all the documentation, negotiated the share purchase and share subscription agreement, shareholders’ agreement, software license agreement, loan agreement, employment agreement, ESOP and other ancillary documents.
• Advised on a strategic cum private investment, in a company involved in the business of providing sailing products and services to retail and corporate clients in India. The scope of work involved handling the complete transaction from the term sheet stage including reviewing, revising and negotiating the share subscription and shareholders agreement, term sheet, disclosure letter, trademark license agreement and other ancillary documents. Also provided with advisory services in this transaction and assisted in negotiating employment contracts for promoters and certain special conditions bearing in mind the nuances of the deal.
• Analysed the tax implications on certain high level employees of an Indian subsidiary of a multinational financial and commercial analytics solution provider on exercise of certain management stock options granted to them for shares in the parent company and a special purpose investment vehicle. Also analysed the exchange control rules and whether the employees could receive the cash proceeds from exercise and sale of the ESOP shares in their offshore bank account, obligation on the employer to withhold taxes and related tax and regulatory aspects.
• Successfully strategized and appealed an order for a large transfer pricing assessment made against a capital market and investment group alleging that brokerage commission and royalty charged to its affiliates in other jurisdiction were below arms length prices. Presented the case and arguments in a manner whereby not only were our contentions on the appropriate method to compute arms length price but also our submissions on the quantum and royalty payments were all upheld by the income tax appellate tribunal.
• Represented an IT service company in amalgamation of its wholly owned subsidiary and assisted with drafting of scheme of amalgamation, joint company scheme application and represented the company before the National Company Law Tribunal for dispensation of meeting of the shareholders of the holding company. Further assisted with drafting of joint company scheme petition and various other documents for approval of the National Company Law Tribunal. Represented the company before the Tribunal, the Registrar of Companies, the Regional Director, the Official Liquidator and other authorities for approval of amalgamation. On approval by the National Company Law Tribunal, assisted the company for making the said order effective with the Registrar of Companies and adjudication of the Tribunal’s order with the stamp authorities.
Professional appointments and activities
• Bar Council of Maharashtra & Goa, India (1988);
• Law Society of England and Wales (1992)
• One of India’s representative authors for the International Beaureau of Fiscal Documentation (IBFD)
• Member of the Indian Chapter of the International Fiscal association (IFA)
Qualifications
• B.Com – 1985 University of Bombay
• LLB – 1988 University of Bombay (was awarded the gold medal for securing the first rank overall)
• Bombay Incorporated Law Society (Solicitor’s exam) – 1990 (secured the first rank and highest marks in all 5 subjects)
• LLM – 1991 University of Cambridge, UK (UCLA)
• Qualified Lawyers Transfer Test – Law society of England and Wales – 1992
