Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Clients and peers agree on Amarchand & Mangaldas & Suresh A Shroff & Co’s leadership of the Indian legal market, across all practice areas. Cyril Shroff, Shardul Shroff, L Viswanathan, SN Bhojani and Amey Pathak are several of the key names here, specialising in some of the firm’s key strengths of corporate M&A, banking and project finance. Despite the downturn, capital markets work remains another focus of the firm, which continued to deliver deals to market during the toughest times.

A key transaction saw the firm act as Indian legal counsel to the issuers on a US$500 million float on Singapore’s stock exchange for UK miner Vedanta Resources. Other work included a fast-track equity rights issue for Hindalco Industries mining company and Indian automobile group Tata Motors’ Re41.5 billion rupees (US$850 million) rights issue. The firm was seen acting on the sale side on a number of M&A deals and won a role on the largest of them all, the successful strategic sale of Satyam Computers Services assets.

Complimenting a strong performance on M&A transactions, AZB & Partners also acted on several capital markets transactions that were the first of their kind in the Indian market. The firm represented the underwriters on the rights issue undertaken by Hindalco Industries, which was the first by an Indian company. And it worked on the issue by Tata Motors, which was the first by a listed Indian firm that involved equity shares with differential rights as to dividend and voting.

The firm has been attracting project finance work through the year from Tata Power. In one instance, the firm assisted with the Re3.62 billion financing for wind farm projects in the Gujarat and Karnataka states. In September 2009, the banking partners also advised Standard Chartered Bank on the £400 million facility arranged by HCL Technologies to finance its acquisition of Axon Group. One highly-publicised deal saw the firm represent Tata Teleservices (TTSL) on its US$2.7 billion sale of a 26% equity stake to NTT Docomo. The Japanese telecoms operator subscribed to 20% though a new issuance and bought the remaining 6% from existing shareholders.

Zia Mody is one of the firm’s best known practitioners, as is Bahram Vakil, Ajay Bahl, Abhijit Joshi and Shuva Mandal.

A strong player in corporate M&A and private equity deals as well as projects, J Sagar Associates announced a merger with Bangalore outfit M&C Partners in June 2009. Murali Ananthasivan and Vivek Chandy, founders of M&C, joined J Sagar as equity partners. The tie-up develops the Mumbai-centred firm’s presence in southern India. JSA brought on Khaitan & Co partner Ashok Dhingra to the Gurgaon office, and recently promoted equity practitioners Sandeep Mehta and Venkatesh Prasad to the partnership. Other leading attorneys at J Sagar include Berjis Desai, Amit Kapur, Jyoti Sagar, and Somasekhar Sundaresan.

The firm has taken a lead role on a number of the country’s biggest projects on both the corporate and financial sides. One involved JSA advising Spanish rolling stock manufacturer CAF in a consortium with Reliance Infrastructure on developing airport metro express, a New Delhi airport link, on a built-operate-transfer (BOT) basis. In another costly infrastructure project, the firm represented Coastal Gujarat Power on the US$1.7 billion financing of a 400MW thermal power plant Mundra Ultra Mega Power Project.

Another commendable feat saw the firm represent Maithon Power on its Re31 billion (US$652 million) 1000MW thermal project. In addition, JSA has been active on numerous private equity-led investments. One deal saw the team advising HCL Technologies in its bid to acquire Axon Group for £441 million, which was the largest acquisition in the tech space by an Indian company.

Berjis Desai, Amit Kapur, Jyoti Sagar and Somasekhar Sundaresan are some of the biggest names within the firm.

In the banking and finance space, Juris Corp is particularly strong on structured finance work. One client praised the firm’s transparency of the legal positions it took up, as well as its ability to highlight structural risks. Leading lawyer H Jayesh has been described by peers and clients as the one man who makes the firm different from others. The practice has recently recruited a number of good senior counsel.

Khaitan & Co is a relatively young firm that has grown significantly over the past 18 months according to competitors, particularly its M&A practice. The corporate practice, built on the efforts of the widely respected Haigreve Khaitan, has quickly risen to the upper ranks alongside its traditionally strong capital markets and project finance profile. The banking team has also featured on important deals, demonstrating the firm’s increasing prominence across practice areas. Additionally, the firm regularly represents foreign entities, frequently funds, on inbound investment. For example, Khaitan is advising Bahrain Telecommunications (Batelco) and Dubai private equity firm Millennium on Batelco’s US$225 million purchase of a stake in S Tel, which would increase its holdings in the Chennai-based GSM services newcomer to 49%. The firm also had a role on NTT Docomo’s US$2.7 billion acquisition of a 26% stake in Tata Teleservices in March 2009, representing the purchaser.

The firm’s banking team worked on a number of notable deals throughout the year, often acting as lenders’ counsel. In one notable transaction, the firm assisted Yes Bank on a September 2008 financing that saw SE Forge, a forging and foundry business unit of Suzlon Energy, raise an equity investment of US$80 million from Indian IDFC Private Equity. In a deal representative of Indian companies’ new outbound ambitions, Khaitan & Co assisted Delhi security firm Security and Intelligence Services (SIS) on a US$235 million acquisition of the Australian guarding and patrol business units of US-based United Technologies.

Rabindra Jhunjhunwala, Haigreve Khaitan and Ravi Kulkarni are a few of the stand out names among the practice groups.

Luthra & Luthra is best known for its dominance in India’s M&A market, but has grown as a leader on project finance jobs of late in spite of the country’s developing market for such deals. The Indian government’s Planning Commission provided arguably the firm’s key role, instructing it on a five-year plan for public-private partnerships across a range of industries.

Acting on the largest project financing undertaken since the global financial crisis, the firm is lenders’ counsel to the international syndicate financing the 4000MW Sasan power project, which includes integrated coal mines for captive usage to be developed by Reliance Power. The senior debt will comprise rupee loans and external commercial borrowing facilities totalling over US$3 billion, of the more than US$4 billion total project cost.

Another significant project financing saw the team advise sponsors GMR Group on the US$1 billion combined debt and equity financing for a 1050MW thermal power project in the state of Orissa. In M&A, GMR Group again instructed the firm on its substantial equity investment in global power producer Intergen, amounting to nearly US$1.4 billion. Capital markets and securities specialist Madhurima Mukherjee receives mention from several of her clients, and accolades go to leading attorneys Rajiv Luthra, and Mohit Saraf as well. Rajiv Luthra and Mohit Saraf are two of the firm’s best known practitioners.

S&R Associates is traditionally strong for capital markets work, where it earned esteem as both underwriters’ and issuers’ counsel, but has switched gears to nurture a younger M&A practice. In particular, the firm has kept busy restructuring Indian investment portfolios for private equity clients. The firm acted as underwriters’ counsel on KSK Energy Ventures’ mid-2008 proposed IPO. The deal began in peak market conditions and had a projected value of about US$200 million, but was aborted just before completion.

In M&A, the firm represents well positioned foreign entities investing in the Asia-Pacific region. One purchase saw the firm advising multinational House of Pearl Fashions on a potential acquisition in a Vietnamese garment company. Another deal saw the firm assisting Malaysian media and entertainment holding company, Astro All Asia Networks, on an investment in two Indian software companies, Diginatives Content Solutions and ENetsys Web Services.

Sandip Bhagat comes up frequently in discussions with clients and competitors, along with other leading lawyers Rajat Sethi and Uday Walia.

Talwar Thakore & Associates kept its momentum in M&A throughout last year, and has been building up its banking capabilities, recruiting lawyers at associate and senior associate level. In one key role, the firm acted for Goldman Sachs as adviser to Satyam’s board on the stricken Indian computer company’s sale of a majority stake. The team also had a role on the Indian elements of RBS’ acquisition of ABN Amro. Novartis also instructed the firm on its purchase of a substantial stake in Novartis India through an open offer to public shareholders.

The banking team advised German bank KfW on Reserve Bank of India (RBI) requirements for an Indian company to grant guarantees to an entity offshore, and assisted various subsidiaries of Barclays Bank with financing arrangements and the subsequent restructuring of those arrangements. Leading lawyers Suresh Talwar and Shobhan Thakore help make the difference.

Trilegal had a good year despite the departure of a group, including partner Saket Shukla, to establish Phoenix Legal in October 2008. The firm has a reputation for acting on large cross-border M&As targeting Indian companies, and has a propensity to get involved in outbound private equity investment transactions. The firm had a key role advising Bank of America and Merrill Lynch on Indian regulatory issues arising as a result of the banking groups’ US$2.7 trillion worldwide merger. As both parties had a large Indian presence, Trilegal’s advisory work covered the full range of regulatory requirements and considerations.

On another landmark acquisition, the firm advised Nomura and its Indian subsidiaries on Indian regulatory concerns regarding its purchase of Lehman Brothers’ assets around the world. Trilegal advised on all aspects of the business transfer at the Indian level with a specific focus on employees and real estate transferred. Another global asset transfer saw the firm advising Heineken on the Indian aspects of its Scottish & Newcastle acquisition. Energy and power projects are another developing niche for the firm, and last year saw the team acting on several of these transactions. Delhi Airport Metro Express, the joint venture between Reliance Infrastructure and Spain’s CAF, has instructed the firm on its concession agreement and the drafting of tender documents and agreements related to the project’s development.

Akshay Jaitley, Rahul Matthan and Abhishek Saxena lead the team at Trilegal.

Crawford Bayley & Co

The corporate and commercial practice at Crawford Bayley covers corporate advisory, regulatory and compliance, commercial transactions, M&As, joint ventures, technical and financial collaboration, and capital insurance and exchange control regulations. Partner Sanjay Asher is highly recommended and sits on the board of directors at several public companies.

Dave Girish & Co

Dave Girish & Co acts on behalf of numerous international banking and financial institutions, such as IFC, UTI, GIC-HF, DHFI and STCI, and many corporates like AV Birla Group, Premier Mills Group and Apple Group. The practice a diverse range of areas, including derivatives and structured finance, project finance, banking, joint ventures and trade finance. Dave Girish comes highly recommended and can regularly be seen on the speaker circuit.

Desai & Diwanji

Desai & Diwanji advised Avendus as financial and investment banking advisers to Satyam Computers on the sale and restructuring of the infamously troubled Indian computing firm. Asian Development Bank gave important instructions to the firm on the financing of the West Seti Power Project, which was the first multilaterally financed power project developed in Nepal to supply electricity in India. Other work included assisting GECAS in the financing of the first privately financed railway infrastructure project under government policy relating to rail infrastructure, sponsored by Gateway Distriparks.

For capital markets transactions, the firm represented Schroders on an issue of compulsory convertible preference shares issued by Apollo Healthstreet, advised AIG on a convertible bond and equity share offering by Kinetic Engineering, and Greif in the delisting and public offer of Balmer Lawrie Van Leer securities. Important M&A matters for the firm included representing Axon on its purchase by HCL, advising the Government of Singapore on its acquisition of Reid & Taylor India and assisting JP Morgan and AIG to buy NH Hospitals.

DSK Legal

After the Satyam accounting fraud, DSK Legal advised BNP on overall strategy for recovery of their dues of up to Re3.6 billion from Satyam Group including Maytas Infrastructure and Satyam BPO. Acting as Indian legal counsel, the firm assisted in establishing SG India Diversified Fund by Societe Generale Singapore.

Another notable mandate was from India Debt Management to restructure more than US$20 million of debt of Ganesh Benzoplast. In M&A, the firm advised Merrill Lynch International on over US$8 million further investment in compulsorily convertible cumulative preference shares in unlisted public local company Om Logistics.

Other demonstrative M&A roles included assisting Sahara India Commercial on the more than US$3.6 billion demerger and transfer of its Aamby Valley Undertaking business to Aamby Valley (AVL). AVL is engaged in the business of interalia development of an integrated hill station; its infrastructure developments span 7,000 acres in India’s Maharashtra state.

Dubey & Partners

Mid-size firm Dubey & Partners covers both banking and finance and corporate M&A work, primarily for an international client base. Managing partner Raj Dubey heads the 15-lawyer team. Recent work includes advising hotel chain Best Western International on its aggressive development plans to add 100 hotels in India under the leadership of master licensee Cabana Hotel Management. The firm has been engaged on the US$1.6 billion deal since 2007 and is providing due diligence on existing hotels as well as advising on the acquisition of land rights for Greenfield hotels. Other work includes advising California manufacturer Signet Solar on its recent entry into India.

Gagrats

Gagrats is acting as counsel to the Somaiya Group on its potential acquisition of a large chemicals plant in India from a subsidiary of a Swiss multinational. Other representative M&A work for the year included counseling Kirloskar Oil Engines on the disposal of its Valves division to a subsidiary of Eaton in the US, and acting as legal adviser to the Elder Group on acquiring a majority stake in the UK’s Neutrahealth. Important matters on the banking side included assisting United Health Group and its Indian subsidiaries on co-branded card schemes and external commercial borrowings.

KR Chawla

Acting for clients such as Maars Software and Flex Industries, KR Chawla specialises in helping local funds raise capital overseas. The firm’s San Francisco office is an asset in this regard.

Lex Counsel

Originally a breakaway firm from Titus & Co, Delhi-based Lex Counsel has developed into a corporate practice to be reckoned with. The firm’s key lawyers include Seema Jhingan, and the firm’s recent work includes advising long-standing education client Educomp on its recent US$17.5 million joint venture with the UK’s Pearson Group.

Majmudar & Co

Majmudar & Co has kept an active corporate finance practice, frequently advising banks and financial institutions. The firm is also known to provide cross-border banking and securities regulatory advice, and recent fund clients include AQR, Black Ant Group, Millennium and Olympus Funds. Recently, the firm acted on a Re17 billion (US$357 million) external commercial borrowing (ECB) transaction by United Phosphorous, advising Bank of Baroda in a consortium. Earlier this year, the firm advised Bank of Baroda Dubai as part of a consortium on a Re1.4 billion ECB facility to Godawari Power & Ispat.

In addition, the firm represented SKS Microfinance on a US$75 million financing, part of a fourth round of equity fundraising, with much of the total value coming from Sandstone Partners. Majmudar also advised WW Grainer in its acquisition of a 49.9% stake in Asia Pacific Brands, one of India’s largest industrial and electrical wholesale distributors. Another US-listed company Varian Medical Systems instructed the firm on its purchase of Bangalore and Pune-based Cedara Software Services. Akil Hirani is a leading lawyer at Majmudar & Co.

P&A Law Offices

P&A Law Offices represented Daiichi Sankyo, one of the largest pharmaceutical companies in Japan, in its US$4.8 billion acquisition of a majority equity interest in Ranbaxy Laboratories. The deal was the largest foreign direct investment in a publicly-listed company in India.

Another promising role saw the firm representing SAIF Partners – an Asian private equity firm established with strategic commitments from Cisco and Softbank of Japan – in respect of its US$125 million acquisition in the National Stock Exchange (NSE).

Rajani Associates

Rajani Associates has been built on the back of founding lawyer Prem Rajani’s highly reputable name in the market. Rajani’s firm has been seen lately acting on the local IPOs of Somi Conveyor Beltings and Chemcel Biotech, for Re220 million and Re250 million respectively. Other recent capital markets deals included advice on a US$30 million Global Depository Receipt (GDR) for listed company Vishal Information Technologies.

Seth Dua & Associates

The corporate M&A practice at Seth Dua & Associates comes recommended. It covers joint ventures and share purchase agreements as well as regulatory work. Key clients include Aristocrat Technologies, Audi AG and Mitsui.