India Business Law Journal showcases the most significant deals and disputes of 2016 and reveals the legal advisers who guided them.

By Nandini Lakshman

With the Bombay Stock Exchange’s benchmark Sensex dipping by over 9% in the 2015-16 fiscal year, companies of all hues abandoned the equity highway to congregate on the debt route. Companies undertaking several big-ticket transactions with well-financed strategic investors and private equity funds were undeterred by signs of economic uncertainty.

A number of large global mergers had been announced much earlier, but unravelling complicated holdings and appeasing Indian shareholders took time. The sale of the debt-ravaged Essar Oil brought in Russian investors who altered the Indian landscape by acquiring and shedding assets. Also, sovereign wealth funds were permitted to extend external commercial borrowing facilities to companies, increasing bilateral investments.

The life insurance sector, in dire need of capital, was opened up in March 2015, but the action started only in 2016. Private player ICICI Prudential was the first to go public.

Shareholders were aggressive. At times, their vociferous opposition to some big deals forced the company to put more on the plate to win over minority shareholders. Corporate cooks worked up a deal platter that offered a delectable medley of colour, spice and even a touch of royalty. So, on the grand buffet were servings of green bonds, masala bonds and maharaja bonds, which were devoured by deal-hungry investors.

Following a lengthy period of research and consultation, India Business Law Journal has selected 50 landmark deals and disputes that were sealed between November 2015 and November 2016. These deals and cases, which are divided into four categories, have been chosen subjectively based on transactional data, submissions received from Indian and international law firms, and interviews with India-focused legal and corporate professionals.

In deciding the winning deals and cases, our editorial team evaluated the significance of all shortlisted contenders from a legal and regulatory standpoint. Deals were chosen not only for their size, but for the novelty and complexity of the transaction or case and for any precedents that may have been established.

BANKING & FINANCE

1. Lupin’s bridge financing

VALUE

PRINCIPAL LAW FIRMS

US$925 million

Brown Rudnick

Khaitan & Co

Linklaters

Talwar Thakore & Associates

Indian pharmaceutical players are always on the lookout for potential targets to boost revenues. But now they are getting adventurous. Earlier these companies were refinancing their loans. Now they are increasingly considering acquisition loans to fund big purchases.

In March 2016, Lupin Pharmaceuticals completed its acquisition of Gavis Pharmaceuticals, a New Jersey-based generic drugs company, with bridge financing from JP Morgan.

The acquisition enhances Lupin’s reach in the US generics market and broadens the company’s offerings in dermatology, controlled substance products and other high-value and niche generics. It also gives Lupin access to Gavis-owned Novel Laboratories, an independent research, development and manufacturing company, which has commercialized over 20 pharmaceutical products.

This acquisition – one of the largest offshore acquisitions by a pharmaceutical company – was guaranteed by Lupin under the overseas direct investment regime of the Reserve Bank of India (RBI). The RBI granted Lupin approval to issue guarantees in excess of US$1 billion in a financial year.

Khaitan & Co was the Indian counsel for Lupin in relation to the corporate guarantee. The team was led by associate partner Manisha Shroff with senior associate Ahana Sinha. “This deal is an important milestone for acquisitions in the pharmaceutical sector and highlights the firm’s expertise to handle and execute complex transactions,” said Shroff.

Manisha Shroff Associate Partner Khaitan & Co

Brown Rudnick was Lupin’s international adviser. Philip Lee at Linklaters and Amanda Sewell (now at Chadbourne & Parke) were the international advisers to JP Morgan.

Talwar Thakore & Associates advised JP Morgan on Indian law. The team was led by partner Sonali Mahapatra, managing associate Nidhi Rani and associate Shivangi Paranjpe. “This has been one of the few big outbound investments from India in the last financial year, and is reflective of the sectoral trends in the pharma industry in relation to inorganic growth,” said Mahapatra.

2. Amblin Partners’ formation and debt syndication

VALUE

PRINCIPAL LAW FIRMS

US$727 million

Akin Gump Strauss Hauer & Feld

Breslauer Rutman & Anderson

Cravath Swaine & Moore

Deborah Fox Legal

Gang Tyre Ramer & Brown

Harbottle & Lewis

Latham & Watkins

Morgan Lewis & Bokius

Richards Layton & Finger

Sidley Austin

Winston & Strawn

Since 2009, Anil Ambani’s Reliance Entertainment has partnered with director Steven Spielberg’s DreamWorks Studio. In December 2015, DreamWorks along with Reliance Entertainment; Participant Media, founded by eBay executive Jeff Skoll, the venture’s biggest financial backer; and Darren Throop’s Entertainment One, joined hands to set up Amblin Partners.

The new venture is a film, television and digital content creation company using the Amblin, DreamWorks Pictures and Participant Media brands.

The deal was backed by a US$500 million credit facility provided by Storyteller Financial Services, a subsidiary of Storyteller Holding, which is jointly held by the promoters of Amblin Partners. The remaining amount was pumped in by the promoters, while the debt syndication was arranged by JPMorgan Chase with Comerica Bank.

Cravath Swaine & Moore represented Steven Spielberg and Amblin Partners in the formation of Amblin Partners. Its team was led by Faiza Saeed, who will be presiding partner from January 2017; tax partner Lauren Angelilli; partner Jennifer Conway for executive compensation and benefits matters; and Jed Zobitz, who was finance counsel but is now the managing partner of the firm’s corporate department.

The firm also represented Storyteller Financial Services as the borrower for the credit facilities for the debt syndication of Amblin Partners.

Breslauer Rutman & Anderson acted for Amblin and Steven Spielberg in the joint venture and debt syndication deals.

Gang Tyre Ramer & Brown represented Spielberg and Amblin Partners. The team included partners Bruce Ramer and Harold Brown.

Latham & Watkins advised Participant Media in both the formation and debt syndication of Amblin Partners. The team was led by Christopher Brearton and Jason Silvera (corporate matters), Nancy Bruington (finance) and Pardis Zomorordi (tax).

Matthew Thompson of Sidley Austin acted for Entertainment One; Warren Loui of Winston & Strawn acted for Reliance Entertainment; Eric Schwartzman of Richards Layton & Finger represented Amblin Partners; Charles Leveque of Harbottle & Lewis acted for Amblin Partners; Deborah Fox of Deborah Fox Legal represented the promoters of Amblin Partners; Michael Chapnick of Morgan Lewis & Bockius advised JPMorgan Chase; and Marissa Román Griffith of Akin Gump Strauss Hauer & Feld acted for Commerica.

In-house counsel included Amblin Partners general counsel Chris Floyd and Participant Media general counsel Gabriel Brakin.

3. Jawaharlal Nehru Port’s external commercial borrowings

VALUE

PRINCIPAL LAW FIRMS

US$400 million

Cyril Amarchand Mangaldas

Khaitan & Co

Norton Rose Fulbright

The Jawaharlal Nehru Port at Nhava Sheva in Mumbai is on an expansion drive as it aims to become one of the top 10 ports in the world. The port began as a bulk-cargo terminal in 1989, but has since grown into India’s largest container handling port.

In August 2016, the Jawaharlal Nehru Port Trust (JNPT), the operator of the port, raised US$400 million through external commercial borrowing (ECB) from State Bank of India and Development Bank of Singapore (DBS Bank), to expand the road connections to the port.

The JNPT’s ECB is the first of its kind for a major port in India and opens an avenue for other major projects to raise foreign currency funds by accessing international markets. In addition to RBI approval for this ECB, approval from the Ministry of Shipping was required under the Major Port Trusts Act, 1963.

The Ministry of Shipping said the ECB “will be primarily utilized by the JNPT, which has US dollar denominated foreign currency earnings which can be leveraged for a low cost foreign currency borrowing”.

Khaitan & Co advised the JNPT. Its team was led by partner Devidas Banerji and included principal associate Madhuparna Dasgupta and senior associates Ahana Sinha and Rolwine Alva. “This deal was an important milestone for improving the viability of ports in India in terms of their operations and financing. It also highlights the firm’s expertise to handle and execute complex transactions involving large financings availed by major port companies in India,” said Banerji.

Cyril Amarchand Mangaldas acted as the Indian legal counsel to State Bank of India and DBS Bank. Partner Amey Pathak advised on the transaction.

Norton Rose Fulbright represented State Bank of India and DBS Bank on English law aspects of the deal. Singapore-based senior associate Gregory Xu acted on the deal. Xu has since moved to Clifford Chance.

“This was a complex transaction where Norton Rose Fulbright and Cyril Amarchand Mangaldas collaborated to provide State Bank of India and DBS Bank with seamless English law and Indian law legal advice,” said Xu.

4. Funding for affordable housing projects

VALUE

PRINCIPAL LAW FIRMS

US$200 million

AZB & Partners

DSK Legal

In November 2015, Standard Chartered Private Equity, the International Finance Corporation (IFC), and the Asian Development Bank (ADB) entered into a joint venture with the Shapoorji Pallonji Group and funded the first tranche of their US$200 million commitment to the group’s affordable housing projects.

This was the largest foreign direct investment (FDI) in India’s affordable housing segment. The joint venture will develop about 26 million square feet of affordable home space in Mumbai, Pune, Delhi, Chennai, Kolkata, Bengaluru and Ahmedabad over the next eight years. The investment is significant given its size and the tepid FDI flow into the affordable housing segment, even after the government relaxed rules in 2015 to draw overseas capital to real estate. The joint venture company aims to create 20,000 affordable homes across the country. The initiative is in line with the ADB’s country partnership strategy for India 2013-17, which calls for increased private sector involvement in urban development, including affordable housing.

Standard Chartered Private Equity, IFC and the ADB will together hold 70% of the joint venture with the remainder held by the Shapoorji Pallonji Group. This joint venture is the first between a real estate developer, a private equity fund and multilateral institutions to develop affordable housing in India.

AZB & Partners advised all the three investors on all aspects of the deal including structuring, regulatory, compliance and legal issues. The team was led by partners Sai Krishna Bharathan and Ananya Sharma, with senior associate Abhira Gonge.

Ananya Sharma Partner AZB & Partners

“One of the unique aspects of the transaction is the social impact that it aims to make by reducing the demand-supply gap in the affordable housing space,” said Sharma. “It was challenging because we had to ensure that the development goals of the multilateral agencies like IFC and ADB were aligned seamlessly with the investment goals of the Standard Chartered Private Equity fund, since we were representing them collectively. The transaction documents had to cater to the various environmental, economic and integrity requirements of the private equity and multilateral investors while ensuring that they also accommodate the practical aspects of real estate development in India.”

DSK Legal partner Sajit Suvarna represented Shapoorji Pallonji.

5. Grofers International’s funding

VALUE

PRINCIPAL LAW FIRMS

US$120 million

Gunderson Dettmer

Morrison & Foerster

Rajah & Tann

Shardul Amarchand Mangaldas & Co

Shook Lin & Bok

Themis Associates

E-commerce remains the flavour of the season and on-demand delivery services have always been a magnet for venture capital firms.

Grofers International is a Gurgaon-based food delivery startup, which links up with local offline merchants to deliver groceries, flowers and daily items. The company, which has a presence in 26 Indian cities, in its third round of funding, raised US$120 million from Softbank and others, including former investors Tiger Global, Sequoia Capital and Appoletto Asia Managers.

Rajah & Tann was the Singapore legal adviser to Grofers International, while Shardul Amarchand Mangaldas & Co acted as the Indian legal adviser to Grofers. The Shardul Amarchand Mangaldas team was led by partner Puja Sondhi, senior associate Sumeet Singh and senior associate-designate Vasundhara Garg. “This was one of the biggest investments in the food delivery-based startup space with marquee investors,” said Sondhi. “It was quite challenging to juxtapose the preferences of the incoming investors against the existing investors’ matrix of rights and to align the rights and expectations of all investors as well as the company and its founders.”

Gunderson Dettmer acted for Internet Fund III, one of the private equity investors.

Themis Associates advised Sequoia Capital India Investments IV. Morrison & Foerster acted for Softbank Group International, led by Tokyo managing partner Kenneth Siegel, Tokyo partner Noah Carr and partner Amit Kataria. Shook Lin & Bok were the domestic advisers to Softbank.

6. RIL-SBI payments bank JV 

VALUE

PRINCIPAL LAW FIRMS

N/A

Cyril Amarchand Mangaldas

Talwar Thakore & Associates

In August 2015, the Reserve Bank of India paved the way for a banking revolution as part of an initiative towards financial inclusion. “The RBI is betting on payments banks to boost innovation,” said Raghuram Rajan, then governor of the RBI.

The RBI conceptualized a new model of niche banks, which can only receive deposits and provide remittances. They can provide ATM cards and debit cards as well as services such as mobile banking and online banking, but cannot undertake lending activities such as issuing loans and credit cards.

The concept has enthused a large swathe of hopefuls. Over 100 diverse entities of all sizes queued up for licences and 11 got the first nod from the RBI to set up payments banks, which are aimed at migrant labour, low-income households and other unorganized sector entities.

In September 2015, the RBI granted in-principle approval for a payments bank joint venture between Reliance Industries (RIL) and State Bank of India (SBI). Consequently, RIL and SBI entered into a non-binding memorandum of understanding which set out the principal terms of their collaboration, with RIL as the promoter of the joint venture company.

This is the first time that the RBI has introduced a differential licensing regime in the Indian banking sector and many interesting structuring alternatives had to be considered to meet the commercial intent of the parties. The transaction also involved discussions with the RBI on various regulatory aspects.

The completion of the transaction is subject to certain statutory and regulatory approvals including that of RBI.

Talwar Thakore & Associates acted for RIL. The team comprised partners Feroz Dubash and Sonali Mahapatra, managing associates Shruti Zota and Neville Golwalla, and associate Kanwardeep Singh. “The transaction was challenging, mainly because of the heavy regulations applicable to banks and specifically payments banks,” said Dubash. “Achieving the parties’ desired commercial goals within the framework of restrictions placed on banks was difficult.”

Cyril Amarchand Mangaldas advised SBI. The team was led by partner Indranath Bishnu and associates Gunjan Jayaswal and Soumyadipta Chanda. Janhavi Gadkar, vice president of legal, was the in-house adviser for RIL.

CAPITAL MARKETS

1. ICICI Prudential Life’s IPO

VALUE

PRINCIPAL LAW FIRMS

US$918 million

Cyril Amarchand Mangaldas

Davis Polk & Wardwell

S&R Associates

After years of debate, in March 2015 parliament ratified the Insurance Laws (Amendment) Act, 2015, to increase the foreign holding limits from 26% to 49%.

The liberalization of the insurance sector saw the first public offering of an insurance company in India, when ICICI Prudential Life Insurance Company launched its initial public offering in September 2016, to become the first listed insurance company in the country. It was also the largest IPO in the financial services sector in India, and the largest since state-owned Coal India went public in 2010.

ICICI Prudential Life – a joint venture between ICICI Bank and Prudential Corporation Holdings – commenced operations in 2001.

Cyril Amarchand Mangaldas acted as Indian legal counsel to ICICI Prudential Life and ICICI Bank. The team was led by banking partner Shashikant Bhojani and capital markets partner Gaurav Gupte.

Davis Polk & Wardwell was international counsel to the lead managers. The team – based in the firm’s Hong Kong and London offices – included partner William Barron, counsel Gerhard Radtke and Faisal Baloch, and registered foreign lawyer Xuelin (Steve) Wang. Counsel Alon Gurfinkel and associate Omer Harel provided tax advice.

S&R Associates acted as the domestic legal counsel to the lead managers. The team was led by partners Sandip Bhagat and Jabarati Chandra, with associates Anwesha Bhuyan, Pratichi Mishra and Prateek Sharma.

“This was an active and challenging transaction from day one … key provisions of insurance and securities laws had to be interpreted. We were simultaneously dealing with two sets of regulators on disclosure and related matters [the Securities and Exchange Board of India and the Insurance Regulatory and Development Authority of India] and the expectations of stakeholders had to be managed and met on tight timelines,” said Bhagat. “We were glad to have been part of one of the largest IPOs in India.”

Jian Johnson was the in-house counsel at ICICI Bank.

2. NTPC’s offer for sale

VALUE

PRINCIPAL LAW FIRMS

US$742 million

Cyril Amarchand Mangaldas

Dorsey & Whitney
Jones Day
Shardul Amarchand Mangaldas & Co

NTPC (National Thermal Power Corporation) conducted an offer for sale (OFS) on 23 and 24 February 2016. It was three times oversubscribed, and raised US$742 million for the government. Pursuant to this 5% disinvestment, the state’s share in NTPC, India’s largest state-run power producer, was reduced to 69.96%. Institutional investors lapped up the issue, while retail investors chose to give it a miss.

It was the first OFS to be conducted under the revised OFS guidelines of the Securities and Exchange Board of India, issued in February 2016. The revisions were aimed at streamlining the OFS process and encouraging greater retail participation.

Cyril Amarchand Mangaldas was the domestic counsel to the government. Its team was led by managing partner Cyril Shroff and partners Aarti Joshi and Gokul Rajan.

Sayantan Dutta Partner Shardul Amarchand Mangaldas & CoJohn Chrisman at Dorsey & Whitney was the international legal counsel to the government. He has since moved to Clyde & Co.

Shardul Amarchand Mangaldas & Co was the domestic legal counsel to the brokers (SBICAP Securities, ICICI Securities, Edelweiss Securities, and Deutsche Equities India). The team was led by partners Prashant Gupta and Sayantan Dutta, with associate Shraddha Krishnan Dash. “The success of NTPC’s OFS has come as a shot in the arm for the government to realize its ambitious disinvestment plan to contain fiscal deficit and fast track growth,” said Dutta.

Jones Day was the international legal counsel to the brokers.

3. HDFC’s masala bonds

VALUE

PRINCIPAL LAW FIRMS

US$695 million

AZB & Partners

Freshfields Bruckhaus Deringer

India’s largest home finance company and private sector mortgage lender, Housing Development Finance Corporation (HDFC), had said that it wanted to cement its legacy as a pioneer in bond issuances. In July 2016, it did just that. HDFC issued rupee denominated bonds that were listed on the London Stock Exchange.

This was the first such issuance by an Indian company. The bonds – known as masala bonds – have a maturity of three years and an annual yield of 8.33%.

Despite volatility in the global markets following the Brexit vote, the bonds, which are only sold to offshore buyers, proved to be popular with investors, and the issue was oversubscribed 4.3 times.

Masala bonds are bonds through which Indian entities can raise money from foreign markets in rupees. The International Finance Corporation (IFC), the investment banking arm of the World Bank, issued the first rupee denominated bonds, which it christened masala bonds.

Describing the landmark listing as a significant milestone for India-UK relations. Philip Hammond, the UK’s chancellor of the exchequer, said: “It represents a major vote of confidence in London as the leading global financial centre, and is further proof that Britain is a great place to do business.” According to him, the deal strengthened the “already close economic ties between the UK and India”.

AZB & Partners advised HDFC on India law matters, with a team led by capital markets partner Varoon Chandra and senior associate Richa Chaudhury. “This transaction opened up a new fund-raising avenue for HDFC. It has also given the bank access to a global pool of capital to diversify its borrowing profile,” said Chandra.

Freshfields Bruckhaus Deringer was the sole international legal counsel on the deal. It was instructed by HDFC, which is viewed by rating agencies as one of India’s most secure financial institutions.

The deal was led out of London by corporate partner and the now retired India chair Pratap Amin and capital markets counsel Nick Hayday, alongside capital markets partners Duncan Kellaway and Peter Allen. The team worked with HDFC’s finance and legal teams, as well as the joint lead managers – Axis Bank, Credit Suisse and Nomura.

4. NHPC’s offer for sale

VALUE

PRINCIPAL LAW FIRMS

US$406 million

AZB & Partners

Crawford Bayley & Co

Duane Morris & Selvam

In April 2016, the government kicked off its disinvestment drive for 2017. Leading the queue was NHPC (National Hydroelectric Power Corporation), with an offer for sale (OFS) on the Indian stock exchanges which raised US$406 million. This was one of the largest offers for sale in 2016. The stake sold represented 11.36% of the outstanding shares in NHPC and reduced the state’s shareholding from 85.96% to 74.6%. The shares were sold pursuant to Regulation S and Rule 144A under the US Securities Act.

NHPC, a hydropower generation company, is now compliant with the Securities and Exchange Board of India’s minimum public shareholding norms, which mandate that all listed public sector companies, except state-owned banks, have at least a 25% public shareholding.

Edelweiss Securities, HSBC Securities and Capital Markets (India) and IDFC Securities managed the offering. AZB & Partners was the Indian legal counsel to the brokers.

Duane Morris & Selvam partner Jamie Benson represented the Department of Disinvestment.

“The main challenge with OFS deals for the government is that the Department of Disinvestment and Public Asset Management generally only gives you a few hours’ notice before they want to launch the deal,” said Benson. “Although the documents are in agreed form before then, it is a bit of a scramble getting all of the documents ready on time.”

Crawford Bayley & Co acted as Indian legal counsel to the Department of Disinvestment.

5. Equitas Holdings’ IPO

VALUE

PRINCIPAL LAW FIRMS

US$329.8 million

AZB & Partners

Cyril Amarchand Mangaldas

S&R Associates

Squire Patton Boggs

Trilegal

Microfinance company Equitas Holdings was one of eight micro finance institutions granted a licence for a small finance bank in September 2015.

In April 2016, Equitas Holdings’ initial public offering was subscribed nearly 15 times, as investors bravely ventured into uncharted territory. Thirteen selling shareholders participated in the issue – two development finance institutions, 10 private equity investors and one individual, the managing director.

Cyril Amarchand Mangaldas, led by partners Yash Ashar and SR Patnaik, was the Indian legal counsel to Equitas Holdings.

S&R Associates was the Indian legal counsel to the underwriters. Its team was led by partner Sandip Bhagat, assisted by associates Sarayu Pani, Sukriti Rai and Surbhi Kuwelkar. “This transaction was challenging as the company had received the licence for a small finance bank and this was described for the first time in a public markets transaction,” said Bhagat. “As part of the licence requirements, the company is required to be Indian owned and controlled and reduce its foreign shareholding to 49% before a prescribed date. The transaction was also significant as it was one of the largest successful offerings made only to Indian investors.”

Squire Patton Boggs was international legal counsel to the underwriters. Singapore partner Biswajit Chatterjee led the team, assisted by senior associates Salil Rajadhyaksha and Kaustubh George, and associates Isha Malhotra and Gowri Reghuvaran.

AZB & Partners was Indian legal counsel to four of the 13 selling shareholders, including Sequoia Capital India and the International Finance Corporation. “There were unique nuances relating to the large number of selling shareholders and the company being professionally managed. This was a transaction which set the trend for the documentation of several microfinance companies which are looking to do IPOs in India,” said partner Madhurima Mukherjee.

Trilegal was Indian legal counsel to eight of the selling shareholders, including Aavishkaar Goodwell India Microfinance Development.

6. BP trims Castrol India stake

VALUE

PRINCIPAL LAW FIRMS

US$308 million

Freshfields Bruckhaus Deringer

Platinum Partners

In May 2016, Castrol, a wholly owned subsidiary of UK oil and gas company BP, sold a 11.5% stake in Castrol India for US$308 million. Castrol held a 71% stake in its Indian subsidiary before the divestment.

Castrol sold 28.4 million shares of Castrol India, of which 6.3 million were bought by Citigroup Global Markets Mauritius and 3.5 million were purchased by GIC, Singapore’s sovereign wealth fund.

This was one of the largest secondary market sales in India in 2016. BP said it had undertaken “a strategic portfolio review to optimize the deployment of capital across different businesses. BP believes this option is a good opportunity to release capital while maintaining its commitment to our lubricant business in India and continuing to have strategic control of Castrol India.”

Freshfields Bruckhaus Deringer was BP’s international adviser. The team comprised partner Sam Newhouse and Pratap Amin, former partner and chair of the India group.

Platinum Partners advised on Indian law aspects of the deal.

7. HT Global IT Solutions’ senior notes

VALUE

PRINCIPAL LAW FIRMS

US$300 million

Appleby

Conyers Dill & Pearman

Davis Polk & Wardwell

Hogan Lovells

Khaitan & Co

Luthra & Luthra

Shearman & Sterling

This deal was sealed after the Brexit vote and despite the uncertainty it prompted. HT Global IT Solutions Holdings, owned by Baring Private Equity Asia, raised US$300 million by selling offshore bonds. Proceeds from the issue will be largely used for refinancing purposes and to pre-fund the first two years of interest payments on the notes.

The 7% senior notes were listed on the Singapore Exchange.

HT Global IT Solutions, a Mauritius company, was formed by Baring Private Equity Asia to invest in Hexaware Technologies, an information technology and business process outsourcing service provider.

The Indian subsidiary is the only asset of the issuer, which is not an operating company. Accordingly the funding and rating of the issue was done on the strength of the balance sheet of the Indian subsidiary and all business-related disclosures in the offer document. Consequently, the issue had to comply with Indian insider trading regulations.

The equity shares of the issuer in Hexaware have been pledged to secure the senior notes. If the pledge is exercised, there could be change in control and requirement of an open offer in relation to the shares of the Indian subsidiary. Accordingly, disclosures in relation to Indian takeover regulations and listing regulations were included in the offer document.

Conyers Dill & Pearman represented the issuer on Mauritius law. Davis Polk & Wardwell was its international legal counsel and Luthra & Luthra its domestic counsel.

Khaitan & Co was domestic legal counsel to the initial purchasers. The firm’s team comprised executive director Sudhir Bassi, partner Ganesh Prasad, associate partner Manisha Shroff and principal associate Thomas George.

Appleby advised the initial purchasers: Deutsche Bank, Standard Chartered Bank, ING and UBS. The Appleby team was led by partner Malcolm Moller and assisted by senior associate Manisha Lallah, associate legal executive Manissa Dhanjee and counsel Anjana Ramburuth-Seesurn.

Shearman & Sterling was international legal counsel to the initial purchasers. The firm’s team was led by partners Andrew Schleider in Singapore, Kyungwon Lee in Hong Kong and Nathan Greene in New York, with support from Joji Ozawa on Singapore capital markets, Eileen O’Pray on tax, and associates David Wallace and Leonard Lou on Hong Kong capital markets.

Hogan Lovells partners Andy Ferris in Singapore and Rob Ripin in New York advised DB Trustees, Hong Kong, on US law.

8. GMR’s bond issuance to Kuwait Investment Authority

VALUE

PRINCIPAL LAW FIRMS

US$300 million

AZB & Partners

Clifford Chance

Cyril Amarchand Mangaldas

Krishnamurthy & Co

In January 2016, GMR Infrastructure, which operates the Indira Gandhi International Airport in New Delhi and the Rajiv Gandhi International Airport in Hyderabad, raised US$300 million by selling 60-year foreign currency convertible bonds (FCCBs) to Kuwait Investment Authority to retire outstanding debt.

It was the first transaction under the Reserve Bank of India’s liberalized external commercial borrowing (ECB) regime that became effective on 2 December 2015, which permits sovereign wealth funds to extend ECB facilities to Indian companies. It may also be one of the first bilateral unlisted FCCB transactions in India. The bonds have several equity-like features such as unsecured and subordinated status, which are normally seen in perpetual-type issuances.

Ramanuj Kumar, a New Delhi-based partner at Cyril Amarchand Mangaldas, advised GMR on Indian law. Clifford Chance partner Rahul Guptan advised on international law. Milind Jha, an associate partner at Krishnamurthy & Co, acted for GMR Infrastructure.

AZB & Partners, led by partner Madhurima Mukherjee with senior associate Pallavi Meena, acted for the Kuwait Investment Authority. “This was one of the largest investments through FCCBs in recent times, and the longest tenor convertible issuance out of India,” said Mukherjee. “If KIA [Kuwait Investment Authority] decides to convert these FCCBs into equity shares after 18 months from issuance, it will have over 15% stake in the company, which is significant. We had to tackle various nuances within very short timelines and anchor the documentation.”

9. Varun Beverages’ IPO

VALUE

PRINCIPAL LAW FIRMS

US$175 million

AZB & Partners

Cyril Amarchand Mangaldas

Squire Patton Boggs

Like many other IPOs in the past year, Varun Beverages’ IPO was aimed at raising money to retire debt. Varun Beverages, which belongs to the RK Jaipuria group, is the second largest franchisee of carbonated and non-carbonated beverages for PepsiCo outside the US.

Cyril Amarchand Mangaldas was the Indian legal counsel to Varun Beverages. Partner Gokul Rajan led the team, assisted by principal associate Anuj Pethia and senior associates Jyoti Bharadwaj and Prashant Roy.

Biswajit Chatterjee Partner, Squire Patton BoggsAZB & Partners was domestic legal counsel to the global coordinators and lead managers. The firm’s team included partners Madhurima Mukherjee and Agnik Bhattacharya, senior associate Namita Das and associates Nabil Shadab and Prashant Kumar.

Squire Patton Boggs was international legal counsel to the global coordinators and lead managers of this rule 144A IPO. Its team was led by the co-head of the firm’s India practice, Biswajit Chatterjee, assisted by senior associates Kaustubh George and Salil Rajadhyaksha and associates Gowri Reghuvaran, Isha Malhotra and Anandee Banerji. “[This] was the first IPO in India by a significant beverages franchisee company,” said Chatterjee. Varun Beverages “is responsible for a very large portion of Pepsi operations in India. The transaction involved extensive disclosure of operational information balancing available industry data, confidentiality issues, and reflecting [Varun’s] significant inorganic growth story over the years.”

10. Mahanagar Gas IPO

VALUE

PRINCIPAL LAW FIRMS

US$160 million

Cyril Amarchand Mangaldas

Freshfields Bruckhaus Deringer

Herbert Smith Freehills

Jones Day

Khaitan & Co

Mahanagar Gas (MGL), India’s largest natural gas distribution company, went public in July 2016. The IPO was fully subscribed on the first day. The overall response to the issue from qualified institution buyers, high net worth individuals and retail buyers was one of the highest for an Indian IPO in the past five years.

MGL, a joint venture between the state-run GAIL and BG Asia Pacific Holdings (BGAPH), is the sole authorized distributor of compressed and piped natural gas in Mumbai, its adjoining areas and the Raigad district in the western Indian state of Maharashtra.

The transaction was complicated by Royal Dutch Shell’s takeover of BGAPH’s parent company, BG Group, while the Securities and Exchange Board of India was reviewing the prospectus. After the acquisition, Shell became the ultimate holding company of all the BG Group companies including BGAPH.

The disclosure was reviewed by legal teams at Jones Day, BG Group and Shell to ensure consistency with the London Stock Exchange norms. The public offering in India was accompanied by an international regulation S offering of equity shares by stakeholders.

Khaitan & Co was the domestic counsel to MGL. The team was steered by partner Nikhilesh Panchal and principal associate Subhayu Sen. “The historical background, length of time of the IPO, the regulated nature of the business, coordination between the promoters of the company, and between the intermediaries was challenging. Also the BG Group was being acquired by Royal Dutch Shell during the IPO,” said Panchal.

Jones Day was international legal counsel to MGL and the selling shareholders.. The team was led by of counsel Paul Kuo and associate Sweta Gabhawala. Cyril Amarchand Mangaldas, led by partners Yash Ashar and Gaurav Gupte, was domestic legal counsel to the book running lead managers.

Herbert Smith Freehills was international counsel to the book running lead managers. Siddhartha Sivaramakrishnan, who leads the firm’s US capital markets practice in Singapore, and associate Rohit Anand advised the client. “Standout deals like this one are complex and challenging. They have to be executed to a timetable as there’s always pressure,” said Sivaramakrishnan.

Siddhartha Sivaramakrishnan Partner, Herbert Smith Freehills

Freshfields Bruckhaus Deringer was the counsel to BG India, represented by Singapore partner Arun Balasubramanian.

11. Bharat Financial Inclusion’s placement

VALUE

PRINCIPAL LAW FIRMS

US$113 million

Cyril Amarchand Mangaldas

S&R Associates

Sidley Austin

Hyderabad-based Bharat Financial Inclusion (formerly SKS Microfinance) raised US$113 million through a qualified institutional placement (QIP) in September 2016. This was the third QIP for the non-banking financial company (NBFC).

Bharat Financial Inclusion, which is a listed company, is one of the first micro-finance institutions (MFIs) to tap the markets. Its managing director, MR Rao, attributed the good response to the conducive financial inclusion environment created by the government and the Reserve Bank of India over the past few years.

SKS Microfinance, set up by Vikram Akula, ceased operations in 2011, following a 91% erosion in the value of its shares. The company has since bounced back in its new avatar as Bharat Financial Inclusion, and reports that as of March 2016, it was the largest MFI in the country, in terms of the number of borrowers, branches and districts.

Partners Yash Ashar and Gaurav Gupte at Cyril Amarchand Mangaldas acted as the domestic legal counsel to Bharat Financial Inclusion on the QIP.

S&R Associates, represented by partner Jabarati Chandra and associate Priyanka Mehta, was the domestic legal counsel to the lead managers. “The last few years have been challenging for the NBFC-MFI sector after the Andhra Pradesh MFI crisis,” said Chandra. “This was one of the largest QIPs in this sector this year. The new listing regulations now apply which require a clear two-working-day prior intimation to the stock exchanges before a board meeting to consider fund-raising as well as for pricing of the QIP.”

Jabarati Chandra Partner S&R Associates

Sidley Austin was the international counsel to the lead managers. Its team comprised partner Manoj Bhargava, counsel Ankit Kashyap and Stephen Charest, and associate Michael Rothenberg. In-house lawyers who worked on the transaction include David Chu and Neeta Sanghavi at Credit Suisse, and Ajay Vaidya at Kotak Mahindra.

12. Fullerton India’s masala bonds

VALUE

PRINCIPAL LAW FIRMS

US$73 million

Allen & Overy

Talwar Thakore & Associates

The year 2016 saw an abundance of masala bond issuances, one of them by Fullerton India Credit, a non-banking finance company (NBFC) controlled by Temasek, the Singapore government’s investing arm. Masala bonds are denominated in Indian rupees and sold in the overseas market.

Fullerton India is the first NBFC, and Temasek the first foreign-owned company, to issue such bonds. Fullerton India generated ₹5 billion (US$73 million) from the issue.

The bonds, listed on the Singapore Exchange, are secured by a first ranking charge over certain loan receivables of the issuer. The senior secured notes issued to Credit Suisse (Singapore) as the initial purchaser are due in 2019.

Allen & Overy advised Credit Suisse as the initial purchaser of the notes and The Bank of New York Mellon as the trustee and listing agent. The team was led by partner Amit Singh along with registered foreign lawyers David Cameron and Woo Suk Hong.

“This deal involved several novel aspects” said Singh. “This was a privately placed deal, yet had a fulsome disclosure document for SGX listing purposes. Credit Suisse acted as sole investor and purchased the entire issuance. We understand that such privately placed masala bonds are often packaged and sold to non-resident Indian private banking clients. The issuance was secured by a pari passu charge over receivables, which was evidenced through a deed of hypothecation governed by Indian law.”

Talwar Thakore & Associates advised Fullerton India. The team was led by partners Rahul Gulati and Sonali Mahapatra with managing associate Priyanka Kumar and associate Kriti Soni.

13. IFC’s reissuance of maharaja bonds

VALUE

PRINCIPAL LAW FIRM

US$27 million

Khaitan & Co

The International Finance Corporation (IFC), part of the World Bank group, in February 2016 raised an additional US$27 million for infrastructure investment in India by reissuing its outstanding maharaja bonds (rupee denominated onshore debt instruments).

The National Stock Exchange (NSE) said this “marks the first time a non-government issuer reissues debt securities in the domestic rupee markets”. IFC issued the first maharaja bonds in September 2014.

The issue was made under the Indian legal framework, even though IFC is not subject to Indian laws. Specific permission had to be obtained from the Ministry of Finance, the Securities and Exchange Board of India, the Reserve Bank of India and other regulators.

Khaitan & Co was the sole legal adviser to IFC. The firm helped build a case for the regulatory approvals, and advised IFC to apply to the Indian government for supranational status to overcome the hurdle of a foreign company issuing rupee bonds and then listing them on the NSE. Associate partner Manisha Shroff led the firm’s team, which included principal associate Soumya Mohapatra, senior associate Krishnendu Sen and associate Bidya Mohanty.

“This tranche issue entailed the reissue of the same bonds (i.e. reissue under the already existing international securities identification number), which is a unique feature of the maharaja bonds. They were previously done only in the G-Sec [government securities] market in India,” said Shroff.

14. PMT-JV’s asset transfer agreement

VALUE

PRINCIPAL LAW FIRM

N/A

Cyril Amarchand Mangaldas

In April 2016, the Panna-Mukta-Tapti offshore joint venture (PMT-JV) informed the government of its intention to abandon the mid and south Tapti fields off western India and associated facilities upon cessation of production. State-run Oil and Natural Gas Corporation (ONGC) then evinced interest in using the Tapti facilities, comprising processing platforms with the connected export pipelines, for use in its adjacent projects.

ONGC had a 40% stake in PMT-JV, while Reliance Industries and BG India, a British oil and gas company, each owned 30%. The fields were awarded to PMT-JV in 1994 under a production-sharing contract.

The government handed over the identified facilities to ONGC, as government nominee, in accordance with the provisions of the production-sharing contract. Accordingly, a Tapti asset transfer agreement was entered into between ONGC and PMT-JV.

This is the first asset transfer agreement in the history of the oil and gas sector in India. It had an added complication of ONGC being on both sides of the agreement, in its twin capacities as government nominee and as a member of PMT-JV.

Cyril Amarchand Mangaldas acted as legal counsel to ONGC for negotiating and drafting the asset transfer agreement.

MERGERS & ACQUISITIONS

1. Avago’s acquisition of Broadcom

VALUE

PRINCIPAL LAW FIRMS

US$37 billion

Latham & Watkins

Shardul Amarchand Mangaldas & Co

Skadden Arps Slate Meagher & Flom

In February 2016, Singapore-incorporated Avago Technologies, a manufacturer of semiconductors for the cellular, automotive and defence industries, acquired California-based wireless chip maker Broadcom for US$37 billion in the largest technology acquisition to date. The union has created the world’s sixth largest chip maker by revenue, according to Bloomberg.

Avago paid US$17 billion in cash and US$20 billion in stock for the deal. The combined company is the third largest US semiconductor player by revenue behind Intel and Qualcomm, according to reports.

Broadcom has operations in Hyderabad and Mumbai, while Avago operates a unit in Bengaluru.

After conducting an internal threshold analysis when the deal was in the works, Avago concluded that notification of the transaction with the Competition Commission of India (CCI) was not required. Subsequently, the company received a notice from the CCI to determine whether the transaction was notifiable. With a view to extending full cooperation to the CCI, Avago filed a notification form for the transaction and received the green signal from the regulator via a tweet.

Latham & Watkins acted as the global counsel for Avago on international matters. The team was led by partners Anthony Richmond, Christopher Kaufman and Luke Bergstrom, with Bill McGlone, Matthew Van Leeuwen, Jennifer Van Driesen, Chad Rolstron, David Raab, Mark Bekheit, Alessio Aresu, Jennifer Cadet, Youenn Beaudouin, James Metz, Riley Lochridge and Manu Gayatrinath.

Shardul Amarchand Mangaldas & Co advised Avago on Indian law. The team was led by partners Naval Satarawala Chopra and Aparna Mehra, senior associate Vardhan Tulsian and associate Prateek Bhattacharya. The firm led the competition law analysis in India and assisted in filing of the notification form and ultimately securing approval. The firm is also representing the acquirer in penalty proceedings before the CCI in relation to the delayed filing. Skadden Arps Slate Meagher & Flom was Broadcom’s global counsel.

2. Sale of 98% stake in Essar Oil

VALUE

PRINCIPAL LAW FIRMS

US$13 billion

AZB & Partners

Cyril Amarchand Mangaldas

Dechert

Freshfields Bruckhaus Deringer

Herbert Smith Freehills

J Sagar Associates

Linklaters

Slaughter and May

Talwar Thakore & Associates

In October 2016, India held a BRICS summit in Goa. Companies such as the Ruia family-backed Essar group, which was saddled with US$4.5 billion debt, used the occasion to make big-ticket announcements.

Essar Group reported the sale of its 98% stake in Essar Oil and related infrastructure, including power units and a captive port, for US$13 billion, to Russian oil major Rosneft and a consortium of investors, including commodity trader Trafigura, and Russian private investment group United Capital Partners (UCP).

Rosneft will acquire a 49% stake in Essar Oil, while the other 49% will be equally split between Trafigura and UCP, at an enterprise valuation of ₹728 billion. Buying the Vadinar port will cost an additional ₹133 billion. The transaction also includes Essar Oil’s 2,700 Essar branded retail fuel outlets spread across India.

“This is the largest foreign direct investment into India and wipes off half of the Essar group’s debt,” Essar group director Prashant Ruia said in the Goan capital of Panaji. The deal was strategically announced in the presence of Russian President Vladimir Putin and Indian Prime Minister Narendra Modi.

The deal involved many complex commercial and legal issues such as a unique Securities and Exchange Board of India delisting order, obligations that were imposed on the sellers, regulatory sanctions applicable to Rosneft, and the complex domestic and international financing arrangements entered into by Essar Oil and its subsidiaries, all of which had an impact on the transaction structure and commercial negotiations between the parties. On the competition side, the deal required a filing with the Competition Commission of India providing a detailed analysis of the oil and refining markets in the country.

Linklaters was the international counsel to Rosneft. The team was led by corporate partner Savi Hebbur and included Grigory Gadzhiev, Satindar Dogra, Mathew Plaskow, Sushil Jacob, Yohan Liyanage, Sarah Lindley, Philip Richardson and Preeya Takhar. “The Rosneft transaction was a hugely complex cross-border deal with many significant challenges,” said Hebbur. “These included the unusual requirement to be in compliance with both US and EU sanctions, significant levels of debt, Indian regulatory challenges and the differing business and cultural practices of the jurisdictions of each of the parties involved.”

Savi Hebbur Partner, Linklaters

Talwar Thakore & Associates, which Linklaters calls its best friend firm in India, was the Indian counsel to Rosneft, led by corporate partner Kunal Thakore, managing associate Tejas Adiga and associate Raghuveer Parthasarathy. Vinod Dhall led the competition side of the deal. “This deal involved several complex and nuanced commercial and legal issues, all of which had an impact on the transaction structure and commercial negotiations between the parties,” said Thakore.

Freshfields Bruckhaus Deringer, led by London partner Samuel Newhouse, advised Essar on international matters.

Slaughter and May was the international counsel for Trafigura; Herbert Smith Freehills represented UCP as international counsel; and Dechert advised VTB Capital as international counsel.

Cyril Amarchand Mangaldas was the Indian counsel to Essar. “We are proud to have advised Essar on this landmark transaction,” said Cyril Shroff. “This is a marquee deal for India being the largest FDI in the history of the country and also holds the distinction of being the largest outbound acquisition by Russia. The parties involved, the scale of operations and the sectoral considerations resulted in complex and deeply engaged deal dynamics. We played a lead role in both the structuring and negotiations. The team comprised lawyers from across our national offices and included expertise across our corporate, financing, litigation, competition and IP practices. Our association with the Essar group and specifically, Essar Oil and Essar Energy, goes a long way.”

J Sagar Associates was Trafigura’s Indian counsel. AZB & Partners advised VTB Capital on Indian matters.

3. Rosneft’s share sales to an Indian consortium

VALUE

PRINCIPAL LAW FIRMS

US$3.14 billion

Latham & Watkins

Linklaters

Talwar Thakore & Associates

Rosneft, an oil company majority owned by the Russian state, sold a 23.9% stake for US$2.02 billion in its subsidiary Vankorneft to a consortium of Indian investors. The consortium was led by Oil India and included Indian Oil Corporation and Bharat PetroResources, a subsidiary of Bharat Petroleum Corporation. This was one of the first major investments into Russian oil and gas fields by Indian investors other than Oil and Natural Gas Corporation. ONGC Videsh currently holds a 15% stake in Vankorneft.

Rosneft also sold a 29.9% holding in Tass Yuryakh for US$1.12 billion to the same Indian consortium. Taas Yuryakh is one of the largest greenfield developments in the Eastern Siberia region.

The transactions received approvals from government authorities in India and Russia in late September 2016 and were completed over two consecutive days in October. The investment was structured through a joint venture company incorporated in Singapore and was subject to numerous regulatory approvals in India that were specific to the state-owned Indian companies. This made the transaction more complicated than a standard outbound deal.

Latham & Watkins was the international counsel to the Indian consortium in both transactions. Linklaters was Rosneft’s international counsel in the twin deals.

Talwar Thakore & Associates was the Indian counsel to Rosneft on the Vankorneft stake sale. The firm advised on the ability of an Indian public sector company to provide an open-ended, uncapped corporate guarantee in respect to its overseas investments and the validity of such corporate guarantees. The firm’s team was led by partner Kunal Thakore and managing associate Tejas Adiga.

4. Hitachi-Johnson Controls joint venture

VALUE

PRINCIPAL LAW FIRMS

US$2.6 billion

AZB & Partners

Cyril Amarchand Mangaldas

Economic Laws Practice

Kochhar & Co

Morrison & Foerster

Orrick Herrington & Sutcliffe

In October 2015, Johnson Controls International (JCI) acquired a 60% stake in Hitachi’s US$2.6 billion global air-conditioning business.

An open offer was triggered as a consequence of the transaction, which saw Hitachi divest control of its global HVAC business, which is now structured as a 60-40 joint venture between JCI and Hitachi. The joint venture – Johnson Controls-Hitachi Air Conditioning – allows both companies to deliver diverse technology offerings in the heating, ventilation, air-conditioning and refrigeration industry. The joint venture has approximately 14,000 employees across 24 locations in Asia, Europe and Latin America, with design, engineering and manufacturing capabilities.

Cyril Amarchand Mangaldas represented Bank of America Merrill Lynch as the merchant banker for the open offer on the India leg of the transaction. Economic Laws Practice represented JCI on Indian law.

AZB & Partners advised JCI on the global leg of the deal. The team comprised managing partner Zia Mody, partner Vaidyanadhan Iyer and senior associate Medha Marathe.

Orrick Herrington & Sutcliffe was JCI’s international counsel.

Morrison & Foerster advised Hitachi and Hitachi Appliances on a mandatory tender offer for shares of Bombay Stock Exchange and National Stock Exchange-listed Hitachi Home and Life Solutions India, triggered by the formation of the joint venture with Johnson Controls.

Kochhar & Co acted for Hitachi, advising on the divestment of Hitachi Home and Life Solutions India.

5. ONGC Videsh’s purchases of Vankorneft stakes

VALUE

PRINCIPAL LAW FIRMS

US$1.3 billion + US$1.2 billion

Dentons Rodyk & Davidson

Norton Rose Fulbright

Talwar Thakore & Associates

Indian oil companies have been buying up oil assets across the world. In October 2016, ONGC Videsh (OVL), the overseas arm of state-owned Oil and Natural Gas Corporation, sealed a deal for an additional 11% stake in Vankorneft – a subsidiary of Russian oil company Rosneft – for US$1.3 billion.

The deal was jointly signed by OVL and its wholly owned Singapore-based subsidiary ONGC Videsh Vankorneft.

This was OVL’s second alliance with Vankorneft. In May 2016, OVL had obtained a US$1.2 billion bridge loan from a clutch of foreign banks to buy a 15% stake in Vankorneft. These acquisitions have ensured ONGC Videsh two seats on the board of Vankorneft.

Dentons Rodyk & Davidson was the international counsel for ONGC Videsh.

Norton Rose Fulbright advised Rosneft on international matters.

Talwar Thakore & Associates advised Rosneft on Indian law issues. The team was led by partner Kunal Thakore and managing associate Tejas Adiga.

6. Vedanta merger with Cairn India

VALUE

PRINCIPAL LAW FIRMS

US$2.3 billion

Ashurst

Khaitan & Co

In December 2011, Anil Agarwal’s mining resources conglomerate Vedanta Resources acquired a 58.5% stake in cash-rich oil company Cairn India for US$8.67 billion. But when Agarwal said that Cairn India would be merged with Vedanta, shareholders instantly saw red, and it became one of the most controversial deals in India in recent times.

In June 2016, Vedanta made an offer to shareholders of one Vedanta share for each Cairn India share, and one preference share worth ₹10 to be redeemed after 30 days or 18 months. Two of Cairn India’s key shareholders – Life Insurance Corporation of India, which had a 9.06% stake, and UK-based Cairn Energy, with a 9.82% stake, expressed concerns about the offer, worried that Vedanta was stripping Cairn India to pay off its own debt.

With no takers, the merger terms were revised in July 2016. The sweetened deal offered four preference shares instead of just one and won shareholder approval.

Both Vedanta and Cairn India are listed on the Bombay Stock Exchange as well as the National Stock Exchange of India. Cairn India’s listing will be cancelled following completion of the transaction.

Ashurst was the international legal adviser to long-time client Vedanta on the deal.

Vedanta also turned to Khaitan & Co for Indian legal advice. The deal was led by partners Haigreve Khaitan, Sharad Abhyankar and Mehul Shah, with principal associate Tarunya Krishnan and senior associate Harsh Kabra. “This merger consolidates Vedanta’s position as India’s leading diversified natural resources player,” said Shah.

The corporate due diligence team comprised senior associate Soumyadri Chattopadhyaya and associate Aayush Mohata. Executive directors Sudhir Bassi and Daksha Baxi advised on capital markets and employee stock ownership plans, respectively, while associate partner Dibyanshu Sinha advised on energy, infrastructure and resources.

7. RCom’s purchase of Sistema India’s wireless business and sale of wireless operations to Aircel

VALUE

PRINCIPAL LAW FIRMS

US$730 million + US$800 million

Baker McKenzie

Cyril Amarchand Mangaldas

J Sagar Associates

Khaitan & Co

Kirkland & Ellis

Slaughter and May

As competition continues to scorch players in one of the most competitive sectors in India, consolidation appears to be a way out. In September 2016, Anil Ambani’s debt-ravaged Reliance Communications (RCom) merged its wireless business with Aircel and Aircel’s Dishnet Wireless subsidiary, owned by Malaysia’s Maxis Communications.

As of March 2016, RCom had a heavy debt burden of US$6 billion. Pooling money from both sides is expected to bolster the balance sheet.

Once all the loose ends are tied up, RCom and Aircel will each own 50% of the equity share capital of Aircel.

The merger is the largest consolidation in the Indian telecom sector, with the new entity having assets of US$9.7 billion and a net worth of US$5.2 billion. Despite the merger, the merged entity will still trail behind the top three players – Bharti Airtel, Vodafone and Idea Cellular.

Earlier in 2016, RCom signed a deal to acquire the wireless business of Sistema Shyam Teleservices (SSTL), the Indian arm of Russian conglomerate Sistema, which provides services under the MTS brand. SSTL was subsequently demerged and as a result of the demerger, SSTL holds a 10% equity stake in RCom.

Baker McKenzie advised Sistema as the international counsel on the SSTL demerger.

Cyril Amarchand Mangaldas acted as the Indian legal counsel to the indirect minority shareholders of Aircel. The team was led by the firm’s managing partner Cyril Shroff and partner Radhika Gaggar.

J Sagar Associates acted for RCom. The core transaction team comprised partners Sandeep Mehta and Rajesh Pal, along with principal associate Malav Shah, senior associate Aarti Iyer and associate Prannoy Semwal. The firm also acted for SSTL, led by partners Rohitashwa Prasad and Nidhi Sahay. Chairman and founder Jyoti Sagar provided strategic input from time to time. “The deal was particularly challenging because this was the first announced merger after the Department of Telecommunications released its merger guidelines in February 2014,” said Prasad. “We had to structure it without a precedent in a sector which is one of the most highly regulated in India. The parties and advisers had to be cognizant of the size and number of stakeholders involved, which was challenging. As expected, the deal spurred others in a much anticipated move towards consolidation in the telecom sector following the promulgation of the merger guidelines.”

Rohitashwa Prasad Partner J Sagar Associates

Khaitan & Co represented Aircel and its shareholder Maxis Communications on the merger of its wireless business with RCom. The core transaction team was led by senior partner Haigreve Khaitan along with partners Niren Patel and Mehul Shah, and senior associates Aravind Venugopal, Soumyadri Chattopadhyya and Aayush Mitra. “The deal involved complicated legal and commercial issues associated with the Indian exchange control laws as well as general regulatory aspects,” said Khaitan. The firm also represented RComon the demerger of Sistema.

The firm’s banking and finance team included associate partner Manisha Shroff and principal associate Madhuparna Dasgupta. The corporate law aspects were handled by senior associate Vidur Shah and associates Pooja Radia, Adyasha Das, Anshuman Bharadwaj, Juhi Bhat, Sanchari Ghosh, Arundhati Venkataraman, Kaustubh Rastogi and Saiya Savooji.

The competition law aspects were handled by partner Avaantika Kakkar and associates Kirthi Srinivas and Rakshit Sharma. Associate director Vinita Krishnan, principal associate Ritu Shaktawat and associate Komal Dani worked on direct tax law aspects.

Kirkland & Ellis acted for Aircel on international law, while Slaughter and May represented RCom on international law.

8. Nirma’s purchase of Lafarge India assets

VALUE

PRINCIPAL LAW FIRMS

US$1.4 billion

AZB & Partners

Cyril Amarchand Mangaldas

Crawford Bayley & Co

Freshfields Bruckhaus Deringer

Pinsent Masons

Talwar Thakore & Associates

In one of corporate India’s largest leveraged buyouts to date, a small, low-key soap and detergent maker cemented a deal with a global giant. In July 2016, Nirma, promoted by Gujarat-based Karsanbhai Patel, announced its acquisition of LafargeHolcim’s Indian cement and building materials businesses for US$1.4 billion.

Nirma, through its wholly owned Nirchem Cement subsidiary, raised ₹40 billion (US$600 million) from the corporate bond market to part-finance its purchase. The deal included the purchase of three cement plants and two processing facilities and was subject to approval by the Competition Commission of India.

According to LafargeHolcim CEO Eric Olsen, the divestment of its India business to Nirma fits into the group’s larger divestment plan. LafargeHolcim continues to operate in India through its ACC and Ambuja Cements subsidiaries.

Freshfields Bruckhaus Deringer was the international counsel to Lafarge on the deal. The firm was advised by Paris partner Alan Mason and Singapore partner Arun Balasubramanian.

Ashwath Rau and Dhruv Singhal, partners at AZB & Partners, along with senior associate Qais Jamal, acted for LafargeHolcim as transaction counsel. Ramgovind Kuruppath at Cyril Amarchand Mangaldas was responsible for vendor diligence.

Pinsent Masons was Nirma’s international adviser while Crawford Bayley & Co acted for the firm on Indian law. Talwar Thakore & Associates acted for IDFC Bank, Credit Suisse and Barclays as arrangers for the sale.

9. Yokohama Rubber’s purchase of Alliance Tire

VALUE

PRINCIPAL LAW FIRMS

US$1.2 billion

AZB & Partners

Cyril Amarchand Mangaldas

Nishimura & Asahi

Paul Weiss Rifkind Wharton & Garrison

Simpson Thacher & Bartlett

Wadia Ghandy & Co

Yokohama Rubber, a Japanese maker of passenger car tyres, wrapped up the purchase of Alliance Tire Group (ATG) from private equity fund Kohlberg Kravis Roberts (KKR) in July 2016, to bolster its business. This deal is one of the largest private equity exits from an India-focused investment.

KKR had acquired a controlling interest in ATG from Warburg Pincus, another private equity player, in 2013. Netherlands-based ATG, founded by Indian entrepreneurs Yogesh and Ashok Mahansaria in early 2007, has two plants in India and one in Israel.

The company and its subsidiaries develop, manufacture and supply a range of off-highway tyres for the agricultural, forestry, construction and earthmoving markets in 120 countries. Yokohama Rubber did not previously manufacture or sell tyres for agricultural or forestry machinery.

Wadia Ghandy & Co, led by managing partner Ashish Ahuja with associate Prakhar Pandey, was the legal adviser to the sellers. “The transaction involved very interesting structuring complications considering laws applicable to multiple jurisdictions,” said Ahuja. “The negotiations also required the ability to break language barriers and also translate the cultural principles that apply in different jurisdictions while at the same time applying complex New York law documentation specifically to a transaction that had Indian, Japanese and other international participants.”

Ashish Ahuja Managing Partner, Wadia Ghandy & Co

AZB & Partners advised KKR. Cyril Amarchand Mangaldas acted as the Indian legal counsel to Yokohama Rubber. The team was led by managing partner Cyril Shroff with Rishabh Shroff and Harsh Kumar on corporate matters, SR Patnaik on tax, Manishi Pathak on employment. Gyanendra Kumar on real estate, Piyush Mishra on financing, Gauri Rasgotra on disputes, and Harsh Kumar on due diligence.

Nishimura & Asahi was Yokohama Rubber’s Japanese counsel. The team comprised Katsuyuki Yamaguchi and Stephen Bohrer.

Paul Weiss Rifkind Wharton & Garrison, led by Tarun Stewart and Kaye Naoko Yoshino, was Yokohama’s international counsel.

Simpson Thacher & Bartlett advised Credit Suisse, the sellers’ bank.

10. Hewlett Packard sells Mphasis stake

VALUE

PRINCIPAL LAW FIRMS

US$ 1.1 billion

Freshfields Bruckhaus Deringer

Kirkland & Ellis

Linklaters

Platinum Partners

Ropes & Gray

Samvad Partners

Shardul Amarchand Mangaldas & Co

Simpson Thacher & Bartlett

In April 2016, in one of the biggest acquisitions in the information technology enabled services sector, Hewlett Packard Enterprise (HPE) sold its 60.5% majority stake in the publicly listed information technology service provider Mphasis to private equity player Blackstone and GIC, Singapore’s sovereign wealth fund. This was the biggest M&A transaction in India’s outsourcing sector, and the largest acquisition by Blackstone in India.

Bengaluru-based Mphasis has been coveted by many companies since it was set up in 2000. Electronics Data Systems (EDS) acquired a majority holding in the company in 2006. Two years later Hewlett Packard acquired EDS, which resulted in the transfer of the shareholding to the computer maker. Mphasis is said to have generated almost half of its revenue by providing services to HPE.

Under the terms of the transaction, Blackstone purchased 100% of HPE’s stake in Mphasis. In addition, HPE and Blackstone have agreed on the terms of a master services agreement that HPE proposes to sign with Mphasis, subject to the approval by the board of directors and shareholders of Mphasis. Under the terms of the agreement, HPE will commit a minimum revenue of US$990 million to Mphasis over the next five years.

The sale was completed on 1 September, after approvals from the antitrust authorities in India, Germany, Austria and the US were obtained and an open offer launched by Blackstone was successfully concluded.

Freshfields Bruckhaus Deringer was international counsel to HPE. The team was led by London partner Pratap Amin, Jill Gatehouse, Tim Redman and Candice Hegellund.

Kirkland & Ellis, represented by Hong Kong partners David Irvine and Nicholas Norris, acted for Blackstone on the leveraged financing to partly fund the acquisition.

Linklaters represented the arrangers of the financing, while Platinum Partners was the local counsel to HPE. Its team comprised partners Nihar Mody and Piusha Bose, and associate Abhik Ghosh.

The Hong Kong office of Ropes & Gray was the international counsel to Waverly, an investment holding company that is a subsidiary of GIC.

Simpson Thacher Bartlett was the international counsel to Blackstone. The team was led by partners Michael Wolfson and Clare Gaskell, Ying Yi Soh, Jakob Egle, Till LeFranc and Etienne Renaudeau. Samvad Partners was the Indian counsel to Waverly. The firm was represented by partners Vineetha MG, Deepa Rai and associate Lavanya Mani.

Shardul Amarchand Mangaldas & Co was the Indian counsel to Blackstone and private equity funds managed by Blackstone. The team was led by partner Raghubir Menon, corporate partners Abhishek Guha and Yogesh Chande, competition law partner Shweta Shroff Chopra, Anirban Bhattacharya, Sayak Maity, Ekta Tyagi, Taranjeet Singh and Supritha Prodaturi.

11. Brookfield’s purchase and refinancing of Gammon projects

VALUE

PRINCIPAL LAW FIRMS

US$995 million

Agram Legal Consultants

Allen & Overy

Appleby

J Sagar Associates

Shardul Amarchand Mangaldas & Co

Global infrastructure companies are increasingly investing in Indian infrastructure. Foreign investment in the beleaguered sector has begun to trickle in ever since Prime Minister Narendra Modi eased rules in the sector a couple of years ago. To attract investors, developers are now allowed to exit road projects two years after completion.

One of the early entrants was Canada’s Brookfield Asset Management, which snapped up three power projects and six road projects of Gammon Infrastructure Projects (GIPL) for ₹67.5 billion (US$995 million) through BIF India Holdings. This was one of the largest buyouts in the sector, and Brookfield’s first major investment in this sector in India. This was also one of the first transactions in the roads sector after the government eased exit rules for developers in 2015.

BIF India is jointly held by Brookfield Infrastructure Partners, which is engaged in the acquisition and management of infrastructure assets globally, and Core Infrastructure India Fund, an India-focused infrastructure fund managed by the Singapore branch of Kotak Mahindra (UK).

The deal is also the first refinancing transaction in the sector. In early 2016, BIF India had acquired the borrowers from GIPL. The borrowers – Gorakhpur Infrastructure, Andhra Expressway, Rajahmundry Expressway, Kosi Bridge Infrastructure and Mumbai Nasik Expressway – operate road projects under concessions granted by the National Highways Authority of India (NHAI). They refinanced their existing facilities and obtained additional facilities of ₹13.94 billion from a consortium of banks including Kotak Mahindra Bank, HDFC Bank and IDFC Bank. The borrowers’ shares were pledged as security for the facilities they were using. The funds were released and transferred to the purchaser on completion of the refinancing.

Agram Legal Consultants advised Gammon on the refinancing and acquisition. The team was led by partner Vaishali Sharma with associate Disket Angmo. “The deal was structured in a way that there were multiple closings,” said Sharma. The first closing for six assets happened earlier [in 2016] and the remaining will happen as and when all conditions precedent are completed.”

J Sagar Associates, led by managing partner Dina Wadia and partner Kannan Rahul, also advised Gammon. “Getting Brookfield, three major private sector banks, and the NHAI and its consultants to reach a consensus on documentation for five different projects, and ensuring simultaneous closure and funding of the transactions, was a challenging and satisfying experience for the team,” said Wadia.

Dina Wadia Managing Partner, J Sagar Associates

Shardul Amarchand Mangaldas & Co advised Brookfield. The team was led by Mumbai managing partner Akshay Chudasama, partner Deepto Roy and principal associates Roopal Kulsrestha, Parneeta Singh Shrawat and Shayonee Dasgupta.

“The Gammon transaction represented one of the first 100% exits by an Indian developer following the announcement of the liberalized exit policy by the National Highways Authority of India … It was also the first infrastructure ‘platform’ investment by the Brookfield group … and is one of the largest FDI [foreign direct investment] transactions in the roads sector,” said Chudasama.

Allen & Overy partner Gautam Narasimhan acted as the lenders’ offshore counsel on English law. Appleby partner Clive Langley represented the lenders as offshore counsel on Bermuda law.

In-house counsel Swati Mandava represented Brookfield Asset Management.

12. Greenko’s green bonds and SunEdison asset purchase

VALUE

PRINCIPAL LAW FIRMS

US$500 million + US$392 million

Appleby

Ashurst

Bedell Cristin

Cyril Amarchand Mangaldas

Linklaters

Mayer Brown JSM

Shearman & Sterling

Talwar Thakore & Associates

In August 2016, Greenko Energy Holdings (GEH), one of the largest clean energy independent power producers in India, and its investment arm – Greenko Investment – issued 4.875% senior notes due in 2023 to various offshore investors. Greenko, which has Singapore sovereign wealth fund GIC as its majority stakeholder, marketed the notes as green bonds and raised US$500 million.

The notes were issued under Rule 144A of the US Securities Act and listed on the Singapore Exchange.

This was the first high-yield green bond issuance overseas on the credit of Indian companies. Following the UK’s Brexit referendum, investor demand for high-yield bonds has been on the rise as investors have been looking for higher rates since more than three-quarters of global bonds are yielding less than 2% according to Investec, which acted as the joint lead manager and bookrunner on the issuance.

Then in November 2016, as part of a consolidation drive, GEH used a chunk of the green bond sale proceeds to snap up the India portfolio of US renewable company SunEdison, which had filed for Chapter 11 bankruptcy protection in the US. The acquisition of solar and wind projects in Tamil Nadu, Karnataka, Telangana and Andhra Pradesh, along with a rooftop solar project in Uttar Pradesh, cost GEH US$392 million.

The deal was closed after Terraform, a Nasdaq-listed green energy company which is in a dispute with SunEdison, gave the green signal.

Appleby acted as the Mauritius counsel to the bond trustee.

Ashurst lead partner Anna-Marie Slot, supported by counsel Ethan Perry and associates Ashley Yueh and Deland Ji advised the joint bookrunners and lead managers on US law.

Bedell Cristin was counsel to the issuer, the parent guarantor and Greenko Mauritius. Cyril Amarchand Mangaldas partners Santosh Janakiram and Gaurav Gupte advised the issuer and the parent guarantor on Indian law. Mayer Brown JSM acted as the US counsel to the bond trustee.

Linklaters advised Greenko Power Projects (Mauritius) Ltd, a wholly-owned entity of Greenko Mauritius, on its acquisition of SunEdison’s operational solar and wind energy assets in India.

Shearman & Sterling advised GEH and Greenko Investment on the issuance. The team was led by partners Andrew Schleider and Trevor Ingram, and included associate Jeremy Wang.

Talwar Thakore & Associates acted as the Indian law adviser to the joint lead managers on the issue. The team comprised partners Rahul Gulati and Sonali Mahapatra with managing associate Priyanka Kumar.

13. Mylan’s acquisition of Famy Care units

VALUE

PRINCIPAL LAW FIRMS

US$800 million

AZB & Partners

Covington & Burling

Cravath Swaine & Moore

Crawford Bayley & Co

Debevoise & Plimpton

Luthra & Luthra

Platinum Partners

Mylan, a global generic and specialty pharmaceutical company based in Pittsburgh, completed its acquisition at the end of November 2015 of certain women’s health businesses from Famy Care, a leading maker of generic oral contraceptive products in India. This deal represents one of the largest pharmaceutical acquisitions in India.

The US$800 million purchase was made through Mylan’s Indian subsidiary, Mylan Laboratories.

Started in 1990 by Jyotiprasad Taparia, Famy Care is the third-largest maker of over-the-counter contraceptive pills and injectables, and the largest producer of copper-T intrauterine devices globally.

Cravath Swaine & Moore represented Mylan. The firm’s team was led by Mark Greene, with Minh Van Ngo for corporate and M&A matters, Matthew Morreale for environmental issues, David Kappos for intellectual property, and Jonathan Katz for executive compensation and benefits.

“This deal was challenging in that it required careful consideration of a broad range of business, financial and legal issues together with navigating the dynamics of a family seller,” said Greene. “We were able to leverage our cross-border M&A experience to help Mylan negotiate and successfully complete an acquisition which furthers the company’s position as a leading global pharmaceutical company.”

Mark Greene Partner, Cravath Swaine & Moore

Luthra & Luthra partners Mohit Saraf and Sudipta Routh advised Mylan Laboratories on Indian law.

AZB & Partners acted for Famy Care. The team was led by senior partner Zia Mody and partner Shuva Mandal, who has since moved to Shardul Amarchand Mangaldas & Co.

Covington & Burling was the international counsel to Famy Care. The team was led by partners Ralph Voltmer, Jack Bodner and Jeffrey Elikan. Crawford Bayley & Co partner Sanjay Asher was domestic legal counsel to Famy Care. Debevoise & Plimpton partner Geoffrey Burgess was international counsel to AIF Capital, a selling institutional shareholder in Famy Care.

Platinum Partners, led by partner Ankit Majmudar, was the domestic counsel to AIF Capital.

The in-house counsel to Mylan included Mark Nance, senior vice president and global general counsel; Joseph Haggerty, senior vice president, general counsel and corporate secretary; and Bradley Wideman, vice president, assistant general counsel and assistant secretary.

14. Accord Healthcare’s acquisition from Teva

VALUE

PRINCIPAL LAW FIRMS

US$768.4 million

Linklaters

Pinsent Masons

Taylor Wessing

In October 2016, Israel’s Teva Pharmaceuticals signed an agreement to sell its Actavis Generics assets in the UK and Ireland to Accord Healthcare for £603 million (US$768.4 million). Teva is the world’s largest producer of generic medicines. Accord Healthcare is a subsidiary of Intas Pharmaceuticals, one of India’s privately owned pharmaceutical companies. The sale of certain Actavis assets was required by the European Commission as a condition of its approval of Teva’s acquisition of the generics business of Actavis – renamed Allergan in 2015.

The acquisition is being fully funded through a multi-tiered debt financing structure consisting of an equity bridge financing, syndicated offshore acquisition financing in the UK, and onshore long-term loan financing in India, each being provided by a consortium of Indian and international banks.

The transaction was the largest inward investment by an Indian company into the UK since the country voted in favour of Brexit and a departure from the European Union.

Linklaters partners Narayan Iyer and James Inglis advised Accord Healthcare. “In order to demonstrate that our client was truly ‘execution ready’, Accord’s final offer was submitted with an executed share purchase agreement and agreed forms of numerous ancillary agreements with committed financing in place,” said Iyer. “We subsequently learned that the quality and completeness of the documentation and having the financing tied up was a significant factor in our client’s success.”

Pinsent Masons life sciences partner Allistair Booth and corporate partner Andrew Hornigold advised Teva. Taylor Wessing acted for the seller.

15. Purchase of 74% stake in Tata Communications’ data centre unit

VALUE

PRINCIPAL LAW FIRMS

US$640 million

Allen & Gledhill

Goodwin Procter

Khaitan & Co

Latham & Watkins

Talwar Thakore & Associates

Trilegal

WongPartnership

When Tata Communications (TCL) decided to sell its data centre business two years ago, the queue of interested buyers included a marquee list of heavyweights. Apart from Singapore Technologies Telemedia (STT), a unit of Singapore state-controlled Temasek Holdings, Amazon, Google, Blackstone, Bain Capital, Carlyle and Advent International were also keen for a slice of the action.

In October 2016 STT sealed a deal to purchase a 74% stake in TCL’s data centre businesses in India and Singapore. TCL will keep the remaining 26% stake in the venture.

The purchase, which involves 14 data centres in many key Indian cities and three Singapore facilities, was made through STT’s ST Telemedia Global Data Centers (STGDC) subsidiary. The deal bolsters STGDC’s global data centre network, which includes strong bases in two of Asia’s largest growth markets – India and China.

Standard Chartered Bank signed definitive agreements with TCL in relation to refinancing certain existing shareholder loans and funding future capital expenditure.

Allen & Gledhill acted as Singapore counsel to STT, with Latham & Watkins acting as the company’s international counsel.

Trilegal was the Indian transaction counsel to STT. The transaction and due diligence team was led by partners Anand Prasad and Upasana Rao, along with senior associates Nitika Chhabra, Aayushi Sehgal and Jatin Vyas. Also assisting with due diligence were partner Atul Gupta and associates Naved Ali Alvi, Akshay Gupta, Divya Srinivasan and Aditya Prakash. The financing team was led by partner Ameya Khandge, counsel Megha Gupta and associate Mrida Lakhmani.

“There were high speed negotiations involving a variety of M&A aspects while getting through the smallest details and balancing the interests of the two shareholders,” said Rao. “For the client [STT], this is a strategic entry into a significant market.”

Upasana Rao Partner Trilegal

Goodwin Procter represented TCL as international counsel, Khaitan & Co provided Indian law advice and WongPartnership provided Singapore law advice.

Talwar Thakore & Associates was the Indian counsel to Standard Chartered Bank, the arrangers in connection with the term loan facilities. “This was probably the first transaction to use the margin cost of lending rate in a syndicated lending arrangement,” said lead partner Sonali Mahapatra.

16. Cipla’s purchase of InvaGen and Exelan

VALUE

PRINCIPAL LAW FIRMS

US$550 million

Baker Mackenzie

Crawford Bayley & Co

Herbert Smith Freehills

Hughes Hubbard & Reed

Manatt Phelps & Phillips

Veritas Legal

India’s third largest drug maker, Cipla, is gradually loosening up. In February 2016, the deal-shy company made its biggest buy when it acquired two separate US-based generic drug companies, InvaGen Pharmaceuticals and Exelan Pharmaceuticals. Combined revenue for the two companies for 2015 was over US$230 million.

This was one of the largest offshore acquisitions by an Indian pharmaceutical company and only the second major acquisition in Cipla’s 80-year history. The deal was made by the company’s UK arm, Cipla (EU), through a wholly owned special purpose vehicle which was to merge into InvaGen after the acquisition.

The purchases, made possible with an US$500 million bridge facility guaranteed by Cipla, were largely to cement Cipla’s market position in the US, which currently accounts for 8% of its total revenue.

Veritas Legal’s lead partners Abhijit Joshi and Nandish Vyas advised Cipla and Cipla (EU). “The deal had multi-layered challenges as it spanned across multiple jurisdictions and parties,” said Vyas. “Apart from being one of the largest external acquisitions by an Indian company in this space, it also involved careful navigation of regulatory issues as the ultimate indirect stakeholders in both the buyer and seller were Indian parties.”

Hughes Hubbard & Reed was Cipla’s US legal counsel. Ken Lefkowitz and David Schwartz led the firm’s team, which included Steve Luger, Jim Bluck, Alex Anderson, Jaime Steinfink, Alan Kashdan, Matt Syrkin, David Gold, Emily Nordin and Carol Remy.

Crawford Bayley & Co partner Sanjay Buch advised the selling shareholders of InvaGen and Exelan. The Los Angeles office of Manatt Phelps & Phillips represented InvaGen.

Baker Mackenzie acted for the lenders in the financing of the acquisition. The deal was led by James Huang, Kah Chin Chu and Prashanth Venkatesh in Singapore.

Herbert Smith Freehills represented Cipla on the bridge facility agreement. Its team included London partners Will Nevin and Gabrielle Wong, and senior associate Soumya Rao. Gautam Rohidekar was Cipla’s in-house counsel on the deal.

17. Synnex’s acquisition of Minacs Group

VALUE

PRINCIPAL LAW FIRMS

US$420 million

Collyer Law

Pillsbury Winthrop Shaw Pittman

Platinum Partners

Shearman & Sterling

Veritas Legal

In one of 2016’s largest acquisitions in the business process outsourcing (BPO) arena, US-based Synnex Corporation, a Fortune 500 company, scooped up Minacs Group, a leading Indian BPO. Minacs was integrated into Synnex’s Concentrix Global Holdings subsidiary.

The deal marks one of the most successful Asian private equity exits in the information technology services industry – that of CX Partners and Capital Square Partners.

This was Synnex’s second acquisition in India, after the 2013 purchase of IBM’s Daksh for over US$500 million.

Pillsbury Winthrop Shaw Pittman acted as international counsel for Synnex, led by partner Allison Leopold Tilley.

Platinum Partners Bengaluru-based partner Ankit Majmudar advised CX Partners.

Singapore-based Collyer Law, led by founder and managing director Azmul Haque, advised the founder of Capital Square Partners in the exit and gain-sharing arrangements for the consortium.

Shearman & Sterling was international counsel to CX Partners and Capital Square Partners. The team was led by Singapore partner Sidharth Bhasin and included partner Daryl Chew.

Veritas Legal managing partner Abhijit Joshi and senior associate Sayantan Banerjee advised Synnex.

In-house counsel included Steve Richie for Concentrix and Sanjay Chakrabarty for Capital Square Partners.

18. GMR Energy stake sales

VALUE

PRINCIPAL LAW FIRMS

US$300 million + US$14.9 million

Cyril Amarchand Mangaldas

Khaitan & Co

Krishnamurthy & Co

Pioneer Law Associates

Slaughter and May

White & Case

In recent years, factors such as the economic slowdown, delays in land acquisition and a struggle for fuel supply have taken a toll on infrastructure companies, several of which are sinking under a debt pile which has decimated their bottom line. In a bid to slice this debt, many are taking tax holidays and also hiving off assets. In May 2016, GMR Energy (GEL), the power and energy holding subsidiary of GMR Infrastructure, offloaded a 30% stake to Power & Energy International, a subsidiary of Tenaga Nasional, Malaysia’s largest power utility company. As Tenaga was only interested in investing in specific GEL assets, other GEL assets became subsidiaries of another entity within the GMR Group.

Two months later, GEL divested a 74% and 49% stake respectively, in two of its special purpose vehicles (SPVs) – Maru Transmission Service and Aravali Trasmission Service – to Adani Transmission for US$14.9 million with an option to acquire the rest. The SPVs operate transmission lines in Bikaner and Alwar in Rajasthan respectively, along with 400/220 KV grid sub-stations. This was the first such deal in the private transmission sector in India.

Cyril Amarchand Mangaldas acted for GEL. The team was led by partner L Viswanathan and principal associate Ruchira Shroff. Partners Alice George and Nivedita Rao also advised Adani Transmission in the deal.

“The Tenaga investment in GMR Energy was a landmark transaction in attracting foreign investment in the power sector,” said Viswanathan. “It also demonstrates that despite the challenges faced in the sector, opportunities for investments do exist. GMR has structured and executed the transaction at the holdco level for a portfolio of the power business ranging from renewable, coal and liquid fuel power plants. It has been a one of a kind deal in the last year.”

L Viswanathan Partner Cyril Amarchand Mangaldas

Khaitan & Co was the Indian legal counsel to Tenaga Nasional. The team was led by associate partner Akhil Bhatnagar and senior associate Swathy Ramanath, with input from by partners Bharat Anand and Dibyanshu Sinha, counsel Nishant Beniwal, associate partners Shivanshu Thaplyal and Peshwan Jehangir, senior associate Ayush Agarwala, and associates Prateek Bhandari, Jhinook Roy, Suditi Surana, Nishant Prasad, Sagar BM, Yashashree Mahajan and Ayush Nanda.

Competition law aspects were handled by partner Avaantika Kakkar, principal associate Anshuman Sakle (now a partner at Cyril Amarchand Mangaldas), and associates Dhruv Rajain and Zacarias Joseph.

“The transaction had its complexities owing to the multiple power asset portfolio including thermal, hydro, gas-based and solar in India and overseas,” said Bhatnagar. “GMR Energy already had existing private equity investors and with Tenaga entering as a strategic partner, knitting in the nuances of multiple stakeholder expectations was interesting. Lawyers from different jurisdictions worked seamlessly to ensure a successful deal execution and completion.”

Former Krishnamurthy & Co partner Milind Jha was the India counsel to GEL.

Anup Upreti, a partner at Pioneer Law Associates in Nepal, acted for Tenaga Nasional.

Slaughter and May, led by partner David Watkins with support from associate Ben Heron, was the international deal counsel to Tenaga Nasional.

White & Case partner Nandan Nelivigi, associate Yan Ng and law clerk Kanika Sharma acted as the international deal counsel to GEL.

GEL’s legal team was the in-house counsel to GEL, Aravali Transmission and Maru Transmission in the transaction.

19. Virtusa’s purchase of majority stake in Polaris Consulting

VALUE

PRINCIPAL LAW FIRMS

US$166 million + US$88.8 million

ALMT Legal

AZB & Partners

Goodwin Procter

J Sagar Associates

On 3 March 2016, global information technology services company Virtusa Corporation acquired a majority interest in Polaris Consulting & Services, an India-based publicly traded software company, for US$166 million.

Following the acquisition, which was effected by a share purchase agreement between Virtusa Consulting Services, the India subsidiary of Virtusa, and the major shareholders of Polaris,
Virtusa held approximately 51.7% of the fully diluted capitalization of Polaris. The stake was sold by Polaris founder and chairman Arun Jain, Orbitech and other minority stockholders.

Then on 11 March, Virtusa launched an unconditional mandatory open offer to Polaris’ public shareholders as a result of which Virtusa acquired an additional 26% of Polaris shares for US$88.8 million. The acquisition was financed through a combination of cash on hand and a new US$300 million credit facility arranged with JPMorgan Chase Bank and Bank of America Merrill Lynch.

ALMT Legal acted as the Indian counsel to Virtusa. Goodwin Procter was Virtusa’s international counsel on the deal. Lead partners included John Egan, Joe Theis and Yash Rana. Goodwin has represented Virtusa for over a decade and, for much of that time, the firm’s late partner Ed King was the lead on the Goodwin team.

J Sagar Associates advised Polaris, led by partners Aarthi Sivanandh and Vikram Raghani with senior associates Bhavana Alexander and Bir Bahadur Sachar Singh and associate Bharat Sridhar. Partners Farhad Sorabjee and Amitabh Kumar, senior associate Reeti Choudhary and associate Ela Bali worked with Virtusa to obtain approval from the Competition Commission of India.

“The sale of Polaris to Virtusa was challenging in terms of reconciling the interests of different stakeholders. The execution itself was interestingly nuanced wherein the transaction was completed by way of a block deal during the open offer period,” said Sivanandh.

AZB & Partners advised Orbitech on the sale of its approximately 16% shareholding in Polaris Consulting.

20. Havells India’s sale of Sylvania

VALUE

PRINCIPAL LAW FIRMS

US$194 million

AZB & Partners

Freshfields Bruckhaus Deringer

In one of the few transactions involving a Chinese buyer and Indian seller, electrical equipment company Havells India divested an 80% stake in its Sylvania Malta and Havells Exim Hong Kong subsidiaries to Shanghai Feilo Acoustics Company for 186 million (US$194 million). As a result of the deal Havells’ Sylvania business has been transferred to Shanghai Feilo.

Havells said the divestment was aimed at consolidating its India business.

Havells had bought a majority stake in the European lighting and fixtures company Sylvania in 2007 and rechristened it Havells Sylvania. “Havells Group has successfully contributed to develop Sylvania into an entrepreneurial organization with a global objective and local execution empowerment,” said Anil Rai Gupta, chairman and managing director of the Havells Group.

AZB & Partners represented Havells.

Freshfields Bruckhaus Deringer advised Shanghai Feilo. The team was led by Beijing partner Alan Wang and Alexander Doorman.

21. Acquisition of GE Capital

VALUE

PRINCIPAL LAW FIRMS

US$130 million

Allen & Overy

Cyril Amarchand Mangaldas

Dhruva Advisors

Shardul Amarchand Mangaldas & Co
Shearman & Sterling

When General Electric (GE) decided to exit its financial services business in India, which was operated through GE Capital Services India (GECSI) and GE Money Financial Services, it was only natural that some of those involved in the units would want to snap up the business.

In one of the biggest buy-ins, Pramod Bhasin, former CEO of GECSI, and Anil Chawla, former head of its commercial business, stepped in as purchasers, through a special purpose vehicle, Plutus Financials, to acquire 100% of GECSI and GE Money. They were backed by AION Capital Partners, set up by ICICI Venture and Apollo Global.

This is one of the first deals of its kind in the Indian financial sector and heralds a renewed interest of private equity funds in backing management executives for large acquisitions.

Allen & Overy was the international legal counsel to Plutus Financials, AION Capital Partners, Bhasin and Chawla on international law. The team was led by partner Karan Dinamani and included senior associate Monika Przygoda, associate Jeremy Wilkins, senior associate James Norris and trainee Emily Lang. The transaction financing team was led by partner Sanjeev Dhuna, with senior associates Kunal Katre and Jagannath Iyer, and associate Alex Charles.

“This is a truly unique private equity transaction, not only because of its technical complexity but because of the rarity of PE carve-outs of this scale in the Indian market.

With our deep understanding of the India market, we have been able to advise AION Capital on the first deal of its kind in the financial services sector in India,” said Dinamani.

Cyril Amarchand Mangaldas was domestic counsel to Plutus Financials and AION Capital Partners. The team was led by partners Raghuram Raju and included partners Nivedita Tiwari, Harry Chawla, who has since set up Atlas Partners, and competition partner Nisha Kaur Uberoi, who has since moved to AZB & Partners.

Dhruva Advisors’ Mumbai office advised Plutus Financials on tax-related matters.

Shardul Amarchand Mangaldas & Co acted as domestic counsel to GECSI and GE Money, led by founding partner Shardul Shroff and partner Shruti Kinra. “This transaction marked the beginning of GE’s exit from the financial services business in India. Our engagement traversed broad dimensions including regulatory aspects such as recently amended RBI norms relating to acquisition of NBFCs,” said Kinra.

Shearman & Sterling represented GECSI and GE Money as international counsel. The team was led by partner Sidharth Bhasin, with partners Korey Fevzi, Simon Letherman and Jeremy Kutner, counsel Sam Whitaker and associates James Clayton-Payne, Gabriel Ng, Elizabeth Emerson, Paul Pasalic, Brian Butterwick and Isla Smith.

“This deal was one of the largest Indian financial institutions group deals in 2016 and was part of GE’s global exit from its financial services portfolio,” said Bhasin. “The acquisition involved inter-conditional purchase agreements for each of GE Capital and GE Money. Each company had its own separate NBFC licence, meaning a ‘two tier’ RBI approval was required. The sophisticated onshore and offshore acquisition finance structure resulted in a complex funds flow that spanned multiple jurisdictions and required a well-planned and precisely executed closing.”

Nilanjan Sinha was the general counsel for GECSI.

22. PayU Global’s acquisition of Citrus Pay

VALUE

PRINCIPAL LAW FIRMS

US$130 million

Allen & Overy

IndusLaw

P&C Legal

Veritas Legal

Venture capitalists and private equity players continue to bestow their largesse on fast-growing digital online commerce businesses in India. The phenomenal growth of the sector continues to ride on the widespread use of smartphones in both urban and rural areas.

In late 2015, PayU Global, the global online payment player owned by South Africa’s Naspers Group, purchased its smaller rival Citrus Pay for US$130 million in an all-cash deal. The transaction was the largest all-cash deal in the Indian financial technology sector. In the true spirit of entrepreneurship, the founder promoters ensured that the employees who built the company with them were well rewarded.

The company said the deal would help swell PayU’s India customer base to over 30 million and its transactions processed to 150 million transactions in 2016, worth a combined US$4.2 billion. The agreement also enables PayU to quickly bring additional innovative financial services to market for its business and consumer customers.

Allen & Overy’s Hong Kong office acted as the international counsel to PayU.

IndusLaw’s Bengaluru office, led by partner Srinivas Katta, advised PayU on Indian law.

P&C Legal’s Mumbai office represented Citrus Pay and its founders. The team was led by partners Vishnu Jerome and Shameek Ray.

Veritas Legal Mumbai-based partner Abhijit Joshi acted for some of the selling shareholders. David Fiene was the in-house M&A counsel for Naspers.

23. HDFC ERGO purchase of rival

VALUE

PRINCIPAL LAW FIRMS

US$81 million

Argus Partners

Krishnamurthy & Co

Wadia Ghandy & Co

Consolidation is underway in the insurance sector in India. As foreign companies increasingly pump up their stakes in their India subsidiaries, the sector saw the first acquisition of an insurance company by another insurance company, when HDFC ERGO General Insurance Company acquired Larsen & Toubro’s insurance arm, L&T General Insurance Company. Both the Insurance Regulatory and Development Authority of India and the Competition Commission of India approved the deal. The new entity, named HDFC General Insurance, will operate as a wholly owned subsidiary of HDFC ERGO.

Krishnamurthy & Co advised Larsen & Toubro on the merger. The transaction was led by managing partner Naina Krishnamurthy and partner Sankar Swamy, with senior associate Aparnaa Bhalotia and associate Pradhuman Kheechi. “The transaction was structured as a share purchase followed by a merger of the two insurance companies,” said Krishnamurthy. “Since this sector is highly regulated, the approval of the Insurance Regulatory and Development Authority of India was required under the regulations governing the transfer of shares of insurance companies as well as mergers of general insurance companies. That had not been tested prior to this deal.”

Naina Krishnamurthy Managing partner, Krishnamurthy & Co

Wadia Ghandy & Co advised HDFC ERGO. The team was led by managing partner Ashish Ahuja and partners Radhika Bhatt, Gautam Ganjawala and Subashini Radhakrishnan.

Argus Partners advised HDFC. The team comprised managing partner Krishnava Dutt along with partner Adity Chaudhury and associates Gauri Khanna and Aditi Chandak.

24. MakeMyTrip’s purchase of Ibibo

VALUE

PRINCIPAL LAW FIRMS

US$75 million

Appleby

BLC Robert

Cravath Swaine & Moore

Latham & Watkins

S&R Associates

Trilegal

Online travel operator MakeMyTrip, a Nasdaq-listed company, is acquiring its archrival Ibibo for US$75 million in an all-stock deal that has led the way for consolidation in India’s competitive consumer internet sector. Ibibo’s promoters – South Africa-based Naspers Group and the Chinese company Tencent – sold their stakes to MakeMyTrip in exchange for new shares issued by MakeMyTrip.

The transaction is subject to regulatory approvals. Following the closing, MakeMyTrip will own 100% of Ibibo Group. Ibibo Holdings will own a 40% stake in MakeMyTrip, becoming its single largest shareholder and will contribute proportionate working capital on the closing of the transaction.

Latham & Watkins was international counsel and Appleby was the Mauritius counsel to MakeMyTrip.

S&R Associates was domestic counsel to MakeMy Trip. The team was led by Sandip Bhagat, Rajat Sethi, Radhika Iyer, Shivaji Bhattacharya, Lakshmi Pradeep and Vaishali Singh on corporate and M&A matters, and Simran Dhir on competition law.

Cravath Swaine & Moore was the lead international counsel for Naspers and Ibibo.

Trilegal represented Naspers and Ibibo as domestic legal counsel. Its team comprised lead partners Yogesh Singh and Nikhil Narendran, counsel Samidha Tyagi, senior associates Gautam Chawla and Jatin Vyas, and associates Anirudh Srinivas, Vijay Santosh and Samkit Sethia. “The deal was unique as it was multi-jurisdictional, involved sophisticated share swaps and US public shareholder consent. It is also proof that investors continue to believe in genuine businesses whether online or hybrid,” said Singh.

Naspers’ in-house counsel was Wayne Benn, head of legal for M&A. BLC Robert was the Mauritius counsel to Naspers.

25. Ambuja Cement’s takeover of ACC

VALUE

PRINCIPAL LAW FIRMS

N/A

AZB & Partners

Homburger

Ambuja Cement’s acquisition of a majority stake in ACC was done through a two-step transaction. Ambuja first acquired a 24% equity stake in Holcim India from Holderind in early August 2016. Holcim India was then amalgamated with Ambuja and all the assets of the company including its shareholding in ACC were transferred to Ambuja. The amalgamation became effective on 12 August 2016.

The acquisition – done through a combination of cash (24%) and shares (76%) – had its fair share of controversy. The main objection was that Ambuja was using its surplus cash to fund part of the acquisition. This was raised during the Ambuja shareholder vote (where approval by the majority of minority shareholders was required). The stock exchanges and the Securities and Exchange Board of India (SEBI) also raised this with the government and before the high courts. Other objections were based on tax avoidance, as shareholders believed that Holderind had benefited from India’s tax treaty with Mauritius.

Ambuja then took on the challenging tasks of convincing the minority shareholders of the benefits of using surplus cash (which is cheaper than equity), and satisfying the regulators that the transaction structure was compliant with each legal requirement.

SEBI viewed Ambuja’s two-step deal as a single transaction and mandated approval from the majority of the minority shareholders of Ambuja for the share acquisition transaction. The transaction was also cleared by the stock exchanges and the high courts of Gujarat and Delhi after hearing and considering objections.

It took Ambuja an unprecedented three years to convince the government (with the involvement of several ministries) and receive approval from the Foreign Investment Promotion Board (FIPB) and the Cabinet Committee on Economic Affairs. An added complication arose due to the FIPB’s mandate to approve inbound foreign direct investment (FDI), despite the deal being an outflow of foreign exchange which is normally regulated by the Reserve Bank of India rules under the Foreign Exchange Management Act, 1999. The FDI rules deemed Ambuja to be a foreign investor, despite being an Indian listed company, by virtue of being “foreign owned and controlled” and its acquisition of the shares of Holcim India, the holding investment company.

AZB & Partners acted for Ambuja, Holcim India, Holderind and ACC in the transaction. The team was led by partners Ashwath Rau and Dhruv Singhal, with senior associates Vinay Subramanian, Priyoma Majumder and Prutha Parulekar.

Swiss firm Homburger, led by managing partner Daniel Daeniker, advised Holcim.

26. Bharti Airtel’s sale of African units to Orange

VALUE

PRINCIPAL LAW FIRMS

N/A

AZB & Partners

Dechert

Herbert Smith Freehills

IndusLaw

Weil Gotshal & Manges

In mid-January 2016, Bharti Airtel, run by Sunil Bharti Mittal, divested a part of its mobile operations and mobile money businesses in Burkina Faso and Sierra Leone to France-based telecom operator Orange. Orange also signed an agreement in 2015 to purchase Airtel’s mobile operations in Chad and Congo-Brazzaville but that agreement lapsed.

Mobile telephony continues to play a key role in the development of Africa. Bharti, one of the first mobile operators, in 2010 made an aggressive foray into the continent and is today the market leader in Africa. To expand its footprint, the company acquired the assets of Kuwait’s Zain telecom in 17 countries in Africa for over US$10 billion in 2010. That deal included the assets sold to Orange.

The transaction documents were complicated partly because they included the sales in both jurisdictions, which were not conditional on each other, and were subject to separate post-completion purchase price adjustments. There was also the issue of bridging the gap between what Bharti was prepared and able to offer in terms of deal comfort and protection, and what Orange, as a majority state-owned French public company, sought.

Alan Montgomery, a London-based partner and head of India M&A at Herbert Smith Freehills, advised Bharti on the deal.

AZB & Partners was the Indian counsel to Bharti.

Dechert and Weil Gotshal & Manges acted as international counsel to Orange. Suneeth Katarki and Nishant Singh at IndusLaw advised Orange on Indian law matters.

27. Max India’s three-way demerger

VALUE

PRINCIPAL LAW FIRM

N/A

AZB & Partners

In January 2015, Analjit Singh’s Max India announced that it was demerging to give its investors specific and undiluted access to its diverse lines of business, unlock shareholder value and enable a sharper focus on each operating business. A year later, the company had demerged into three listed companies: Max Financial Services, Max India, and Max Ventures & Industries.

Max Financial Services will focus solely on managing the group’s flagship life insurance business, with its 72% shareholding in Max Life Insurance.

Max India, the second holding company, will manage investments in health and allied businesses through Max Healthcare, Max Bupa and Antara Senior Living.

Max Ventures & Industries will manage investment in the manufacturing subsidiary, Max Speciality Films, which focuses on packaging films. It will also evaluate opportunities in sectors such as real estate, education and technology.

The demerger was concluded following approvals from Punjab and Haryana High Court, the Insurance Regulatory and Development Authority of India, the Securities and Exchange Board of India and the Competition Commission of India.

Singh said the demerger would “provide investors a choice to continue to be associated with all these businesses or in the set of businesses that suit their respective investment objectives”.

AZB & Partners’ Delhi office was the sole adviser to Max India, with a team that included partners Anil Kasturi and Niladri Maulik.

“The implementation of the demerger of Max India in addition to the typical court process also involved a multitude of regulators,” said Maulik. “In such a transaction it was important to ensure that processes ran in parallel to limit delays or bottlenecks. To achieve this, we analysed the demerger process upfront and took a proactive role in reaching out to the regulators to address their concerns (if any) to ensure the timely completion of the demerger.”

CV Raghu was Max’s in-house counsel.

DISPUTES

1. Sasan Power versus North American Coal

VALUE

PRINCIPAL LAW FIRMS

N/A

Agarwal Law Associates

AK Law Chambers

Herbert Smith Freehills

Jones Day

Anil Ambani’s Reliance Power-promoted Sasan Power suffered a major setback when India’s Supreme Court upheld an arbitration agreement mandating it and another Indian company to resort to UK governing law and an ICC arbitration in London.

Sasan Power and North American Coal Corporation (NAC), a Delaware company, had entered into an agreement for mine and development operations. Under the agreement, NAC agreed to provide certain consultancy and other onsite services for a mine to be operated by Sasan Power in India. Disputes arose when the promoters of Sasan Power wanted to terminate the agreement and invoked arbitration in India in accordance with Indian law.

In September 2015, the Supreme Court upheld Madhya Pradesh High Court’s judgment that two Indian parties could conduct arbitration in London under English law. Reliance Power sought an injunction against international arbitration with NAC’s Indian subsidiary. Sasan Power argued that a dispute between two Indian companies should be decided by the Indian judicial system. The injunction application was dismissed.

Anirudh Krishnan Partner, AK Law ChambersAgarwal Law Associates partner EC Agrawala advised Sasan Power on Indian law. Herbert Smith Freehills was the international counsel to Sasan Power. AK Law Chambers partner Anirudh Krishnan was the Indian counsel for NAC. “It is my belief that to navigate through the complex web of Indian dispute resolution, one needs to be proactive and should be able to think out of the box,” said Krishnan. “Sasan reinforced my belief. We were able to get through and succeed in three rounds of litigation starting from the Singrauli District Court to the Supreme Court in under two years.”

Jones Day handled the ICC arbitration.

2. 454 petitions against the Union of India

VALUE

SOME PRINCIPAL LAW FIRMS

N/A

Agarwal Law Associates

Economic Laws Practice

J Sagar Associates

Karanjawala & Co.

Khaitan & Co.

Singh & Singh Lall & Sethi

Veritas Legal

On 10 March 2016, the Indian government issued 344 notifications banning popular fixed-dose combination drugs. The government alleged that the drugs involved a risk to human beings, and that safer alternatives were available in the market. The government exercised its powers under section 26A of the Drugs and Cosmetics Act, 1940, to prohibit with immediate effect the manufacture of the drugs for sale and distribution to consumers. A government-appointed expert committee had concluded that the drugs had no therapeutic justification, and so should not be allowed for human consumption.

Various drug companies filed more than 450 petitions under article 226 of the Indian constitution, challenging the government’s ban. On 16 March 2016, after an initial hearing of the petition challenging the order against Pfizer’s drug Corex, Delhi High Court stayed the order. The court directed that no coercive steps be taken against Pfizer, its stockists, agents, retailers and distributors, enabling the company to continue manufacturing and selling Corex. The same interim order was issued in relation to the other petitions.

As the nature of the challenge in all of the petitions was the same, it was decided that they would all be considered and decided together. On 1 December, the court set aside the government’s notifications and ruled in favour of the pharmaceutical companies.

Agarwal Law Associates acted for various petitioners, led by partners Mahesh Agarwal, Rishi Agrawala and Ajay Bhargava. Economic Laws Practice represented the Federation of Indian Pharmaceuticals, Indian Drug Manufacturers Association, and Biocon in challenging the ban. The team was led by partner Ashish Prasad with senior associate Mukta Dutta, counsel Ashish Virmani, and associates Rohit Sharma and Avinash Tripathi.

J Sagar Associates’ partner Dheeraj Nair advised some pharmaceutical companies. Khaitan & Co. also acted for a handful of pharma companies.

Karanjawala & Co. acted for Piramal Enterprises, led by partners Samarjit Pattnaik and Meghna Mishra, senior associates Arjun Mahajan, Rohan Sharma and Puneet Relan, and associate Dheeraj Pratap Deo. Singh & Singh Lall & Sethi represented 13 pharmaceutical companies, including Cipla, and filed around 45 petitions. The main arguments were made on behalf of Cipla, through senior advocate Prathiba Singh and partner Sudeep Chatterjee.Samarjit Pattnaik Partner Karanjawala & Co

Veritas Legal represented various petitioners. The team was led by partners Abhijit Joshi and Rahul Dwarkadas. Sanjay Jain, additional solicitor general of India, represented the government.

3. JCB India versus Ministry of Defence

VALUE

PRINCIPAL LAW FIRM

N/A

Cyril Amarchand Mangaldas

In 1994, India’s Ministry of Defence had awarded JCB India a contract to supply three DX excavator loader machines. Later, three orders were placed for 15 similar machines to be delivered by 31 March 1994. The deadline was crucial because the orders came from from Indian Army funds allocated during the financial year 1993-94. 

JCB was informed by its subcontractor for hydraulic cylinders (a critical component of the machines) that there was a strike at its industrial plant and supply would not be possible. JCB immediately informed the ministry of the force majeure event and requested that its deadline be extended in order to fulfil the order. The government extended the delivery time, stating that this was without prejudice to any liquated damages. The machines were subsequently supplied.

JCB provided documents as proof of the industrial strike, but the ministry held back its payment. After a three-year follow-up by JCB, the government, on 3 September 1998, informed JCB that that it would deduct ₹468.3 million as liquidated damages.

JCB initiated arbitration. The issues raised in the arbitration related to: (a) JCB’s claim that the payment was barred by limitation; (b) jurisdiction of the arbitral tribunal; and (c) whether time was of the essence in the contracts and liquidated damages could be levied on JCB.

After an extensive hearing, the arbitral tribunal held that the claims were within limitation and could be arbitrated. The tribunal held that time was not of the essence under the purchase order and there was a provision for time extension in certain contingencies. The arbitral tribunal further held that the right of the government to levy liquidated damages under the purchase order was not unbridled, and was subject to reasonable grounds and force majeure.

The arbitral tribunal observed that there was communication to infer that the ministry was satisfied with the reasonableness of the grounds for delay in delivery under the purchase order. Further, as JCB had promptly informed the ministry of the unforeseen difficulty of sourcing hydraulic cylinders from the domestic market, and then had to import them, the imposition of liquidated damages was unjustified.

Cyril Amarchand Mangaldas disputes partner Anuradha Mukherjee advised JCB on the case. Senior advocate RD Aggarwal and advocate Sameer Agarwal acted for the government.