Team Member

Jaina Shah

Founder

Jaina Shah

Jaina Shah is the Founder of JS Law Associates and an Advocate enrolled with the Bar Council of Maharashtra and Goa since 2007. With over 17 years of dedicated legal practice, she offers profound expertise in the nuanced fields of corporate commercial and real estate law. Prior to establishing JS Law Associates, Jaina honed her skills and built a significant track record at several reputed solicitor firms in Mumbai, transitioning to independent counsel in 2021.

Her corporate law acumen spans a wide spectrum of critical areas, including guiding clients through domestic and international mergers and acquisitions, structuring offshore and onshore private equity funds, managing private equity investments, and negotiating joint ventures. Jaina is also adept at drafting and vetting a variety of commercial contracts and providing strategic advice on complex regulatory issues and corporate due diligence.

In real estate, Jaina has made substantial contributions to Mumbai’s evolving landscape, particularly through her proactive involvement in diverse redevelopment projects—from slum rehabilitation (SRA) and MHADA properties to society-owned and freehold lands. Her comprehensive real estate practice includes land acquisition, rigorous title verification and certification, and navigating the intricacies of RERA registrations and compliance.

She is committed to leveraging her extensive experience to provide clients with pragmatic, effective, and strategically sound legal counsel.

QUALIFICATION

B.L.S LL.B, Mumbai University
Advocate, Bar Council of Maharashtra & Goa

B.L.S LL.B, Mumbai University
Advocate, Bar Council of Maharashtra & Goa

PROFESSIONAL EXPERIENCE

Law graduate from Mumbai, India with around 17 years of experience. Worked as an Associate with Junnarkar & Associates and at Begur & Partners (erstwhile ARA Law); as a Senior Associate with Chitale Law Associates. Prior to being an Independent Counsel, worked as an Associate Senior Partner in Solicis Lex & Associates.

INDEPENDENT LAWYER – REAL ESTATE & CORPORATE – JANUARY 2021 TILL DATE

1. Real Estate related

Independently handled negotiations.
Conducted and led documentary due diligence of real estate projects mainly (i) residential, for the purpose of debt investment by SWAMIH Fund for evaluation of risks and compliance of laws, and (ii) of project to be taken over by new developers.
Conducting title verification of the title of 360 members of a society for the purpose of redevelopment and providing report a detailed report thereof.
Involved in acquisition of rights in the lands and redevelopment projects inter alia of slums, MHADA leased properties, landlord tenant held properties, free held properties including society owned properties. Drafted MOUs, re-development agreements, deed of assignment of lease, permanent alternate accommodation agreements, agreement for sale as for the new sale premises, indemnity bond and all ancillary documents pertaining to redevelopment from the Developer’s as well as the Society’s side.
Conducted entire title verification process and drafted/issued Title Certificates.
Drafted and negotiated joint development agreement for privately held lands and for SRA lands and the ancillary documents.
Conducted the due diligence and drafted and negotiated leave and license agreement and business conducting agreement for a reputed child care hospital in Mumbai. Drafted and negotiated the term sheet, and drafted other transaction specific documents.
Drafted and negotiated leave and license agreement for an operating factory unit and for a reputed operational restaurant in Mumbai
Drafted and negotiated civil construction contracts based on the barter system and the ancillary documents
Involved in termination of previous developer and appointment of new developers for free hold lands and society owners’ properties. Drafted and negotiated deed of cancellation and all ancillary documents
Making application to RERA for registration of new projects and for extension of timelines.

2. Corporate related

Drafted Exit Agreement and ancillary documents for exit by an investor from a private limited company in the media field.
Drafted Investment Agreement and conducted and led documentary diligence on an entity situated in UAE for the purpose of investment by an Indian investor.
Drafted and negotiated Share cum Debenture Subscription Agreement and all the security documents like escrow agreement, hypothecation, pledge deeds etc., for the investment by LICHFL Fund for projects at Pune and in Bengaluru.
Conducted and led detailed due diligence on a stock exchange based in GIFT City, Gujarat, Gurgaon based personal hygiene and sanitation company and Hyderabad based entity providing software solutions.
Independently handled negotiations.
Drafted and negotiated Share Subscription and Shareholders agreements for private equity investments, representing the target company.
Vetting and negotiating Facilities Agreement and Security documents for loan taken by a jeweler in Dubai, UAE.
Vetting and negotiating Events Agreement for an entity based in UAE.
Drafting and negotiating an investment and management agreement for proposed film production house to be set up in Dubai. Representing the investors.

INDEPENDENT LAWYER – REAL ESTATE & CORPORATE – JANUARY 2021 TILL DATE

1. Corporate related

Involved in advisory work relating to setting up of restaurants. Drafted and negotiated term sheet, commercial license agreement, conducted documentary diligence, chef agreements with international chef.
Drafted various term sheets/letter of intent for private equity investment, carried out due diligence, drafted various Shareholders and Share Subscription agreements for private equity investments.
Conducted and lead due diligence on a logistics company, for the purpose of acquisition.
Involved in transactions for Business Transfer. Drafted Business Transfer agreements and other transaction specific documents.
Drafted various contracts for entity in the solar energy sector.
Represented target companies in angel investments and private equity deals.
Drafted and finalized various Hotel Management agreements.
Advised and drafted various documents related to general corporate advisory like Franchise agreements, Vendor agreements, Consulting agreements, documents pertaining to post death formalities of an employee in a MNC, Brand Standard agreement for chain of hotels.

2. Real Estate related

Involved in acquisition of an operational Hotel in Pune and an under-construction Hotel structure in Mumbai. Conducted detailed due diligence of the properties, including verification of title and approvals. Drafted, vetted and finalized the term sheet, lease deed, deed of transfer and conveyance of the hotel structures, brand license agreement, escrow agreement and other agreements transaction specific.
Involved in acquisition of leasehold rights of MIDC land and ownership of factory building;.
Involved in redevelopment projects inter alia of slums, MHADA leased properties, landlord tenant held properties, free held properties including bungalows, society owned properties. Drafted MOUs, re-development agreements, deed of assignment of lease, permanent alternate accommodation agreements, agreement for sale as for the new sale premises, and all ancillary documents pertaining to redevelopment from the Developer’s as well as the Society’s side.
Drafted development management agreement, service provider’s agreements, for self-development by Societies.
Conducted entire title verification and drafted Title Certificates.
Drafted and negotiated various joint development agreements.
Drafted and negotiated various leave and license agreements for commercial and residential premises and other agreements transaction specific.
Drafted and negotiated civil construction contracts with respect to the barter system.
Conducted documentary diligence of various real estate projects mainly residential, for the purpose of investment by investors, NBFCs for evaluation of risks and compliance of laws.
Independently handled negotiations.

CHITALE LAW ASSOCIATES, MUMBAI – ASSOCIATE – AUGUST 2008 TILL JUNE 2012

1. Private Equity – Fund Formation

Assisted for legal advice on structuring of Offshore and Onshore Private Equity Fund formation.
Drafted various documents pertaining to the Fund formation such as Private Placement Memorandum, Contribution agreements, Trust Deed, Investment Advisory agreements, Investment Management agreements, Co-Investment agreements, etc.
Drafted and filed applications for registration of Onshore Funds with Securities and Exchange Board of India (“SEBI”) as Venture Capital Fund and Alternative Investment Funds – Category I and Category II. Advised on related queries.
Drafted and filed applications for registration of subsidiaries of Offshore Funds with SEBI as a Foreign Venture Capital Fund.
Drafted applications to Foreign Investment Promotion Board of India (“FIPB”) seeking approval for investments to be made by Foreign Venture Capital Investor in an Onshore Fund (Unified Structure).
Drafted various Legal Opinions and Side Letters for Investors in Onshore Funds.
Independently handled mapping of Offshore documents to the terms of Onshore Documents including drafting of Supplementary Contribution agreements, Resolutions, Letters to Investors, etc.

2. Investments

Drafted Shareholders’ and Debenture Subscription agreements and other transaction documents for investments made by real estate fund.
Drafted a Film Production agreement and a Shares Subscription agreement for a premiere venture capital fund’s investment in an Indian Film Production company. Drafted various resolutions in relation to the same.
Independently handled drafting of closing documents in relation to investment and the entire closing process.

3. Securities Laws

Drafted and filed applications for registration with SEBI as a FII/Sub-account.
Drafted Advisory and Non-Discretionary Portfolio Management Service agreement to be entered into by the Portfolio Manager with the customers; and
Drafted Disclosure documents for schemes launched by Portfolio Managers.

CHITALE LAW ASSOCIATES, MUMBAI – ASSOCIATE – AUGUST 2008 TILL JUNE 2012

1. Mergers and Acquisition

Assisted in reverse merger of a leading India based apparel export house. Drafted the Share Purchase agreement, establishment of investment holding entities in the Dubai Free Trade Zone Ras -Al- Khaimah, the share transfer procedure and the ancillary documentation involved therein; advised on the various queries and reporting requirement related to issues in Overseas Direct Investment.
Involved in acquisition of Software developing company. Conducted due diligence. Research and advice on issues pertaining to Reserve Bank of India (“RBI”) and FEMA provisions. Prepared a memo and advised on the registration of the unit as an Export Oriented Unit.
Assisted in restructuring of a leading telecom service provider’s Indian operations – a slump sale transaction. Assisted in the drafting of ancillary documents to the Business Transfer agreement. Drafted resolutions and minutes of Board and General meetings, including change of name, increase of authorised capital, applications to government and local bodies and the regular corporate secretarial requirements for completion of the transfer.
Assisted in drafting approval from FIPB and the RBI for transfer of shares of a stock broking company in India to a non-resident company having the same line of business.

2. Securities

Advised and handled registration of a Mauritius vehicle as a Foreign Venture Capital Investor with SEBI. Advised the Client on the related queries, dealing with the queries raised by SEBI and RBI.
Advised and assisted in the setting up of the vehicles (to be subsequently registered as an FVCI).
Drafted and filed applications for hedge funds in their registration with SEBI as an FII/Sub Account.
Advised and assisted in the structuring and the setting up of vehicles in Mauritius (to be subsequently registered as Sub Account with SEBI).
Advised clients in relation to the Foreign Direct Investment aspects, applicable FEMA norms and SEBI regulations on setting up a stock broking and commodity broking company in India.
Drafted the Investment Advisory Services agreement to be executed between the Indian Investment Advisor and a U.S based management company.

3. Private Equity

Assisted in legal due diligence of companies involved in Business Process Outsourcing and Software developing company.
Drafted Share Purchase and Share Subscription agreement for an investment in Business Process Outsourcing company.
Assisted in drafting of documentation for Private Equity transactions – Drafted Closing documents for an investment made in a Chemicals and Dyes Manufacturer company, Computer Education Provider company; company conducting coaching classes; a leading entertainment and media company; leading apparel manufacturer company.
Drafted Brand License agreement, Employment agreement, Deed of Assignment and Inter-se Shareholders agreement.
Prepared documentation for transfer/allotment of shares between/to residents/non-residents and liaison with RBI for approvals on transfer of shares.
Compliance relating to RBI reporting for inbound and outbound investments.
Setting up of a liaison office in India and the regulatory approvals/reporting involved therein.

4. Incorporation

Prepared a memo on the incorporation of an Indian entity, the timelines involved at each stage of the incorporation and the various regulatory approvals and requirements and the statutory registrations aspect.
Advised and independently handled the setting up an Indian Advisory Company for a leading U.S. based private equity firm.
Structuring and setting up of a Stock Broking and Commodities company in India and the subsequent transfer of shares to non-residents.
Independently handled the setting up of an Indian arm of the globally renowned Recruitment Consultancy Services provider company and an Internet Service Provider and a Software developing company in India.

5. Secretarial

Prepared a memo on the incorporation of an Indian entity, the timelines involved at each stage of the incorporation and the various regulatory approvals and requirements and the statutory registrations aspect.
Advised and independently handled the setting up an Indian Advisory Company for a leading U.S. based private equity firm.
Structuring and setting up of a Stock Broking and Commodities company in India and the subsequent transfer of shares to non-residents.
Independently handled the setting up of an Indian arm of the globally renowned Recruitment Consultancy Services provider company and an Internet Service Provider and a Software developing company in India.

JUNNARKAR & ASSOCIATES, ADVOCATES AND SOLICITORS, MUMBAI – ASSOCIATE – JUNE 2006 TILL DECEMBER 2006

Prepared amalgamations, Scheme of Arrangement, under Section 391 – 394 of the Companies Act, 1956.
Assisted in conducting legal due diligence of companies.
Conducted research and drafted opinions on issues pertaining to the Companies Act, 1956 and other allied laws.
Research regarding Reliance Retail Limited and the licenses and registrations, restrictions imposed and guidelines laid down by the laws of India in diverse aspects, meant for laying down the groundwork of a super market/ retail outlet.

Founder

Jaina Shah

She is committed to leveraging her extensive experience to provide clients with pragmatic, effective, and strategically sound legal counsel.

QUALIFICATION

B.L.S LL.B, Mumbai University
Advocate, Bar Council of Maharashtra & Goa

B.L.S LL.B, Mumbai University
Advocate, Bar Council of Maharashtra & Goa

PROFESSIONAL EXPERIENCE

INDEPENDENT LAWYER – REAL ESTATE & CORPORATE – JANUARY 2021 TILL DATE

1. Real Estate related

Independently handled negotiations.
Conducted and led documentary due diligence of real estate projects mainly (i) residential, for the purpose of debt investment by SWAMIH Fund for evaluation of risks and compliance of laws, and (ii) of project to be taken over by new developers.
Conducting title verification of the title of 360 members of a society for the purpose of redevelopment and providing report a detailed report thereof.
Involved in acquisition of rights in the lands and redevelopment projects inter alia of slums, MHADA leased properties, landlord tenant held properties, free held properties including society owned properties. Drafted MOUs, re-development agreements, deed of assignment of lease, permanent alternate accommodation agreements, agreement for sale as for the new sale premises, indemnity bond and all ancillary documents pertaining to redevelopment from the Developer’s as well as the Society’s side.
Conducted entire title verification process and drafted/issued Title Certificates.
Drafted and negotiated joint development agreement for privately held lands and for SRA lands and the ancillary documents.
Conducted the due diligence and drafted and negotiated leave and license agreement and business conducting agreement for a reputed child care hospital in Mumbai. Drafted and negotiated the term sheet, and drafted other transaction specific documents.
Drafted and negotiated leave and license agreement for an operating factory unit and for a reputed operational restaurant in Mumbai
Drafted and negotiated civil construction contracts based on the barter system and the ancillary documents
Involved in termination of previous developer and appointment of new developers for free hold lands and society owners’ properties. Drafted and negotiated deed of cancellation and all ancillary documents
Making application to RERA for registration of new projects and for extension of timelines.

2. Corporate related

Drafted Exit Agreement and ancillary documents for exit by an investor from a private limited company in the media field.
Drafted Investment Agreement and conducted and led documentary diligence on an entity situated in UAE for the purpose of investment by an Indian investor.
Drafted and negotiated Share cum Debenture Subscription Agreement and all the security documents like escrow agreement, hypothecation, pledge deeds etc., for the investment by LICHFL Fund for projects at Pune and in Bengaluru.
Conducted and led detailed due diligence on a stock exchange based in GIFT City, Gujarat, Gurgaon based personal hygiene and sanitation company and Hyderabad based entity providing software solutions.
Independently handled negotiations.
Drafted and negotiated Share Subscription and Shareholders agreements for private equity investments, representing the target company.
Vetting and negotiating Facilities Agreement and Security documents for loan taken by a jeweler in Dubai, UAE.
Vetting and negotiating Events Agreement for an entity based in UAE.
Drafting and negotiating an investment and management agreement for proposed film production house to be set up in Dubai. Representing the investors.

INDEPENDENT LAWYER – REAL ESTATE & CORPORATE – JANUARY 2021 TILL DATE

1. Corporate related

Involved in advisory work relating to setting up of restaurants. Drafted and negotiated term sheet, commercial license agreement, conducted documentary diligence, chef agreements with international chef.
Drafted various term sheets/letter of intent for private equity investment, carried out due diligence, drafted various Shareholders and Share Subscription agreements for private equity investments.
Conducted and lead due diligence on a logistics company, for the purpose of acquisition.
Involved in transactions for Business Transfer. Drafted Business Transfer agreements and other transaction specific documents.
Drafted various contracts for entity in the solar energy sector.
Represented target companies in angel investments and private equity deals.
Drafted and finalized various Hotel Management agreements.
Advised and drafted various documents related to general corporate advisory like Franchise agreements, Vendor agreements, Consulting agreements, documents pertaining to post death formalities of an employee in a MNC, Brand Standard agreement for chain of hotels.

2. Real Estate related

Involved in acquisition of an operational Hotel in Pune and an under-construction Hotel structure in Mumbai. Conducted detailed due diligence of the properties, including verification of title and approvals. Drafted, vetted and finalized the term sheet, lease deed, deed of transfer and conveyance of the hotel structures, brand license agreement, escrow agreement and other agreements transaction specific.
Involved in acquisition of leasehold rights of MIDC land and ownership of factory building;.
Involved in redevelopment projects inter alia of slums, MHADA leased properties, landlord tenant held properties, free held properties including bungalows, society owned properties. Drafted MOUs, re-development agreements, deed of assignment of lease, permanent alternate accommodation agreements, agreement for sale as for the new sale premises, and all ancillary documents pertaining to redevelopment from the Developer’s as well as the Society’s side.
Drafted development management agreement, service provider’s agreements, for self-development by Societies.
Conducted entire title verification and drafted Title Certificates.
Drafted and negotiated various joint development agreements.
Drafted and negotiated various leave and license agreements for commercial and residential premises and other agreements transaction specific.
Drafted and negotiated civil construction contracts with respect to the barter system.
Conducted documentary diligence of various real estate projects mainly residential, for the purpose of investment by investors, NBFCs for evaluation of risks and compliance of laws.
Independently handled negotiations.

CHITALE LAW ASSOCIATES, MUMBAI – ASSOCIATE – AUGUST 2008 TILL JUNE 2012

1. Private Equity – Fund Formation

Assisted for legal advice on structuring of Offshore and Onshore Private Equity Fund formation.
Drafted various documents pertaining to the Fund formation such as Private Placement Memorandum, Contribution agreements, Trust Deed, Investment Advisory agreements, Investment Management agreements, Co-Investment agreements, etc.
Drafted and filed applications for registration of Onshore Funds with Securities and Exchange Board of India (“SEBI”) as Venture Capital Fund and Alternative Investment Funds – Category I and Category II. Advised on related queries.
Drafted and filed applications for registration of subsidiaries of Offshore Funds with SEBI as a Foreign Venture Capital Fund.
Drafted applications to Foreign Investment Promotion Board of India (“FIPB”) seeking approval for investments to be made by Foreign Venture Capital Investor in an Onshore Fund (Unified Structure).
Drafted various Legal Opinions and Side Letters for Investors in Onshore Funds.
Independently handled mapping of Offshore documents to the terms of Onshore Documents including drafting of Supplementary Contribution agreements, Resolutions, Letters to Investors, etc.

2. Investments

Drafted Shareholders’ and Debenture Subscription agreements and other transaction documents for investments made by real estate fund.
Drafted a Film Production agreement and a Shares Subscription agreement for a premiere venture capital fund’s investment in an Indian Film Production company. Drafted various resolutions in relation to the same.
Independently handled drafting of closing documents in relation to investment and the entire closing process.

3. Securities Laws

Drafted and filed applications for registration with SEBI as a FII/Sub-account.
Drafted Advisory and Non-Discretionary Portfolio Management Service agreement to be entered into by the Portfolio Manager with the customers; and
Drafted Disclosure documents for schemes launched by Portfolio Managers.

CHITALE LAW ASSOCIATES, MUMBAI – ASSOCIATE – AUGUST 2008 TILL JUNE 2012

1. Mergers and Acquisition

Assisted in reverse merger of a leading India based apparel export house. Drafted the Share Purchase agreement, establishment of investment holding entities in the Dubai Free Trade Zone Ras -Al- Khaimah, the share transfer procedure and the ancillary documentation involved therein; advised on the various queries and reporting requirement related to issues in Overseas Direct Investment.
Involved in acquisition of Software developing company. Conducted due diligence. Research and advice on issues pertaining to Reserve Bank of India (“RBI”) and FEMA provisions. Prepared a memo and advised on the registration of the unit as an Export Oriented Unit.
Assisted in restructuring of a leading telecom service provider’s Indian operations – a slump sale transaction. Assisted in the drafting of ancillary documents to the Business Transfer agreement. Drafted resolutions and minutes of Board and General meetings, including change of name, increase of authorised capital, applications to government and local bodies and the regular corporate secretarial requirements for completion of the transfer.
Assisted in drafting approval from FIPB and the RBI for transfer of shares of a stock broking company in India to a non-resident company having the same line of business.

2. Securities

Advised and handled registration of a Mauritius vehicle as a Foreign Venture Capital Investor with SEBI. Advised the Client on the related queries, dealing with the queries raised by SEBI and RBI.
Advised and assisted in the setting up of the vehicles (to be subsequently registered as an FVCI).
Drafted and filed applications for hedge funds in their registration with SEBI as an FII/Sub Account.
Advised and assisted in the structuring and the setting up of vehicles in Mauritius (to be subsequently registered as Sub Account with SEBI).
Advised clients in relation to the Foreign Direct Investment aspects, applicable FEMA norms and SEBI regulations on setting up a stock broking and commodity broking company in India.
Drafted the Investment Advisory Services agreement to be executed between the Indian Investment Advisor and a U.S based management company.

3. Private Equity

Assisted in legal due diligence of companies involved in Business Process Outsourcing and Software developing company.
Drafted Share Purchase and Share Subscription agreement for an investment in Business Process Outsourcing company.
Assisted in drafting of documentation for Private Equity transactions – Drafted Closing documents for an investment made in a Chemicals and Dyes Manufacturer company, Computer Education Provider company; company conducting coaching classes; a leading entertainment and media company; leading apparel manufacturer company.
Drafted Brand License agreement, Employment agreement, Deed of Assignment and Inter-se Shareholders agreement.
Prepared documentation for transfer/allotment of shares between/to residents/non-residents and liaison with RBI for approvals on transfer of shares.
Compliance relating to RBI reporting for inbound and outbound investments.
Setting up of a liaison office in India and the regulatory approvals/reporting involved therein.

4. Incorporation

Prepared a memo on the incorporation of an Indian entity, the timelines involved at each stage of the incorporation and the various regulatory approvals and requirements and the statutory registrations aspect.
Advised and independently handled the setting up an Indian Advisory Company for a leading U.S. based private equity firm.
Structuring and setting up of a Stock Broking and Commodities company in India and the subsequent transfer of shares to non-residents.
Independently handled the setting up of an Indian arm of the globally renowned Recruitment Consultancy Services provider company and an Internet Service Provider and a Software developing company in India.

5. Secretarial

Prepared a memo on the incorporation of an Indian entity, the timelines involved at each stage of the incorporation and the various regulatory approvals and requirements and the statutory registrations aspect.
Advised and independently handled the setting up an Indian Advisory Company for a leading U.S. based private equity firm.
Structuring and setting up of a Stock Broking and Commodities company in India and the subsequent transfer of shares to non-residents.
Independently handled the setting up of an Indian arm of the globally renowned Recruitment Consultancy Services provider company and an Internet Service Provider and a Software developing company in India.

JUNNARKAR & ASSOCIATES, ADVOCATES AND SOLICITORS, MUMBAI – ASSOCIATE – JUNE 2006 TILL DECEMBER 2006

Prepared amalgamations, Scheme of Arrangement, under Section 391 – 394 of the Companies Act, 1956.
Assisted in conducting legal due diligence of companies.
Conducted research and drafted opinions on issues pertaining to the Companies Act, 1956 and other allied laws.
Research regarding Reliance Retail Limited and the licenses and registrations, restrictions imposed and guidelines laid down by the laws of India in diverse aspects, meant for laying down the groundwork of a super market/ retail outlet.

+91 9833070474
+91 8369570490

jainashah9@outlook.com