Manufacturing

Representative Matters

• Advised a Chinese Auto Industry Client in setting up of its manufacturing facilities in India and obtaining necessary approvals and registrations.
• Advised Petronas Ventures, the venture capital arm of Malaysian oil and gas giant Petronas, towards its investment in Log 9 Materials, a startup building advanced lithium-ion battery and fuel cell technologies.
• Advised a consortium of banks and financial institutions led by State Bank of India in a debt consolidation cum refinancing transaction of USD 315 Million to Uttam Galva Steels Ltd.
• Advised a leading manufacturer of integrated power systems for use on land, sea and air in matters pertaining to its India operations from an indirect tax perspective and assisted them with litigation support at various appellate stages.
• Advised a major manufacturer of mobile handsets in respect of valuation of their imports into India from the Customs point of view as the transactions involve transfer pricing between related persons.
• Advised a major pharmaceutical company in its proposal to introduce a new line of business into India by way of setting up manufacturing units in India. The assignment included analysis of detailed transaction specific indirect tax implications along with a cost benefit analyses to assist the company to determine the viability of conducting such business in India.
• Advised a private equity firm with respect to its investment in a leading company engaged in the business of manufacture, design purchase, sale, installation, maintenance, repair of all types of boilers, steam/ gas turbines, generators, water/waste water treatment plants, fuel preparation and handling plants, ash handling plants, plant electrification, steam and water piping cooling towers, civil construction works relating to power plants and other equipment, products and services relating to power generation in India or elsewhere. The company is also engaged in the business of manufacture, supply and erection & commissioning of power plants on an EPC basis and renders services relating to power generation, civil construction works relating to power plants and other equipment.
• Advised BHP Billiton on its proposed joint venture with POSCO, one of the world’s largest steel producer companies, for iron ore mining in the State of Orissa.
• Advised Bhushan Steel Limited in a USD 300 Million financing transaction with a syndicate of banks arranged by the State Bank of India, for the financing of certain capital expenditures for one of its projects. along with its wholly-owned global subsidiaries (informally known as BWI Group) in completion of their approximately USD 100 Million asset and business acquisition of the former Delphi Ride Dynamics and Brakes business units and a premier supplier of automotive chassis products to OEMs in the U.S., Europe and Asia. ‘Deal of the Year’ by Asian-Counsel. in relation to certain contracts for setting up of its factory in Dharuhera Industrial Estate in the State of Haryana. The scope of services included drafting and negotiation of the lease deed for the structure where the factory was to be established and the contract for carrying out certain civil and fit-out works.
• Acted for Bhushan Steel Limited as sole legal counsel in connection with a financing transaction of approximately USD 258 Million executed between Bhushan Steel Limited and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt, for the financing of certain capital expenditures for one of its projects.
• Advised Biamp Systems, a high end audio systemsmanufacturing company, in connection with review of its distributorship agreement and authorised service centre agreements in India.
• Advised Dubai International Capital, LLC a private equity arm of Dubai Holdings, on the sale of its stake in the Mauser Group – a worldwide leader in manufacturing industrial packaging, to Clayton Dubilier & Rice, for a consideration of USD 1.7 Billion. The Firm assisted Dubai International Capital, LLC by conducting a vendor due diligence on the Mauser Group entity in India.
• Advised Hindustan Sanitaryware & Industries Limited (HSIL), an Indian public listed company, in its issuance of fully convertible debentures to Henderson (Mauritius) Ltd.
• Assisted Hi-Rel Electronics Private Limited in negotiating and finalizing the joint venture with Hitachi, commencing from the time of initial discussions between the parties till the closing of the transaction. The joint venture between the Company and Hitachi is expected to boost the power electronics business in India, which is aimed to generate revenues of around USD 8 Billion in the fiscal year ending March 31, 2016.
• Acted for and advised Emerson Electric Co. (“Emerson”)- on its acquisition of the business of manufacturing gear boxes from Ameya Transmissions. The Firm also advised on structuring of the transaction, negotiation of the Business Transfer Agreement, transition agreements and other transaction documents, and on labour and tax issues. as part of its multi-jurisdictional acquisition of the Valves & Controls (“V&C”) Business of the Pentair Group for USD 3.15 Billion. The Firm advised on conducting a corporate, labour and real estate due diligence and advised on regularizing identified regulatory non-compliances from Indian company law, foreign exchange laws, contract law and stamp law perspectives. We also advised on the carve out of V&C assets & employees housed in non-V&C Indian Pentair entities as also reverse carve out of non V&C assets & employees from the V&C Indian Pentair entities, in preparation for the acquisition. This included advise on various asset transfers, share transfers and employee transfers on Emerson’s multi-jurisdictional sale of its Network Power Business across 60+ countries to Platinum Equity, for USD 4 Billion. The Firm advised on the spin off steps in India, including advising on and assisting with implementation of a whole gamut of corporate restructuring and related activities for India, including merger implementation steps, business transfer, equipment export, (cross border, onshore and offshore) share sales/transfers, buy-back and dividend structuring. The Firm advised on a host of legal issues including from Indian company law, contract law, FDI, exchange control, depositories, direct tax, indirect tax (including STPI matters), real estate, labour and pensions and stamp law perspectives).
• Advised Festo AG, a German company, in relation to the contracts for the various packages (civil works, electrical works etc.) for the construction of its factory in Pune.
• Represented Hero Motor Group, India’s manufacturer of two wheelers, in the merger of the parent company into its subsidiary, Hero MotoCorp, before the Delhi High Court.
• Advised Johnson Matthey, the largest manufacturer of catalytic convertors in the world was assisted with regards to adjudication proceedings, and also in relation to indirect tax issues mainly related to service tax, customs and central excise.
• Acted as sole counsel for Kirloskar Ferrous on issue of equity shares with detachable warrants on a rights basis. The deal size was approximately 2,275 Million and Enam was the lead manager.
• Assisted Martin Engineering with drafting, negotiating and revising the transaction documents and closing of the deal for Tumri Engineering in an asset purchase (including transfer of real property, Intellectual property and employees) of Clean Cat Conveyors Private Ltd. on the acquisition of a 50% stake by JSW Steel Limited in a phased manner in Vallabh Tinplate Private Limited, a company belonging to the Vallabh Group. The role included reviewing the term-sheet, diligence, structuring, drafting and negotiation of share purchase agreement, shareholders’ agreement, business transfer agreement and other transaction documents. The acquisition was of significant strategic importance for JSW, marking JSW’s entry into the tinplate market in India. on the acquisition by JSW Steel Limited of Welspun Maxsteel Limited at an enterprise value of INR 1000 Crore plus net current assets. The transaction involved JSW Steel purchasing the entire share capital of Welspun Maxsteel Limited from Welspun Enterprises Limited. The Firm undertook legal diligence, drafting, negotiation and finalization of transaction documents and also advised JSW Steel on general corporate law and rendered closing and post-closing advice and assistance to the client.
• Assisted and advised MediaTek Inc., a leading Taiwanese telecommunications major involved in manufacture of wireless chipsets and protocol stack software for mobile handsets, in the acquisition of the assets of Pixtel Group, one of the biggest Man Machine Interface software providers for mobile phones in the world.
• Acted for and advised Middleby Corporation, a NASDAQ listed corporation- in the acquisition of business of Stewart Systems Global, LLC relating to designing, manufacturing and selling industrial, bread and bun and tortilla bakery equipment and material handling systems. The total deal value of the transaction was approximately USD 28 Million. in the acquisition of the “commercial refrigeration, food equipment and service business” business from Celfrost Innovations Private Limited.
• Advised NATIXIS in a USD 95 Million financing transaction with Bhushan Steel Limited, for the financing of certain equipment and services.
• Advised Nokia on its acquisition of Obopay’s India operation. Assisted Nokia with setting up a subsidiary in India, drafting the asset transfer agreement and other ancillary documents, along with subsequent revision and finalization of the same based on negotiation between the parties.
• Represented Paradeep Phosphates Limited in drafting and negotiation of financing documents in relation to a USD 50 Million bilateral secured ECB facility from International Finance Corporation in relation to the expansion of its manufacturing facilities.
• Acted for Partners Group, a global private markets investment manager, on its India leg of a transaction to acquire controlling stake in Dynacast International. The transaction has an overall enterprise value of USD 1.1 Billion.
• Advised Pooja Hardware Private Limited (PHPL) and its affiliate Enox Hardware Private Limited (EHPL) on the acquisition by Assa Abloy, Sweden of the locks and hardware business of PHPL. The Firm was involved in transaction structuring, review and negotiation of the transaction documents. in its proposed overseas acquisition of an automobile-parts manufacturing company in Asia and Europe. in setting up a joint venture entity in collaboration with JINFEI China. Also advised on the know-how and technology licensing agreements and other IP related issues.
• Advised Roca Corporation Empresarial, SA. Roca, a Spanish conglomerate and a leading sanitary-ware & bathroom products company in relation to the acquisition of entire stake in Parryware Roca Ltd. in two tranches with a transaction value of over USD 325 Million.
• Advised a consortium of KKR India Financial Services Private Limited, IDFC Limited and L&T Finance Ltd., in connection with a loan of INR 700 Crores to be provided to Sanmar Engineering Services Limited (an affiliate of the Sanmar Group of companies) for discharging debts of various group companies of Sanmar Group. The transaction also includes a flexibility of providing the loan through subscription of non-convertible debentures proposed to be issued by the company.
• Acted as the lenders’ legal counsel to a consortium of twenty-two lenders led by State Bank of India in relation to the structuring of term loan facilities aggregating to USD 924 Million availed by Bhushan Power & Steel Limited, under the scheme for ‘Flexible Structuring of Existing Long Term Project Loans to Infrastructure and Core Industries’ introduced by the Reserve Bank of India in December, 2014.
• Advised Smith & Nephew Pte. Limited, a subsidiary of Smith & Nephew plc. in the acquisition of an orthopaedic equipment manufacturing company, Adler Mediequip Private Limited. Smith & Nephew plc is a FTSE 100 medical technology company and a market leader in several areas including orthopaedic reconstruction. Adler is a key player in the Indian medical devices industry. The transaction is of considerable strategic importance to the acquirer in that it allows Smith & Nephew to grow its mid-market offerings in the emerging markets.
• Spark Minda Group: The Firm Advised the Spark Minda Group on negotiating and drafting various documents for maintaining continuity in supply of current components / parts with technology from the previous competing licensor, while at the same time, inducting a new joint venture partner with new technology arrangements.
• Successfully represented one of India’s largest chemical manufacturers before the Directorate General of Foreign Trade on issues pertaining non-fulfilment of license conditions under the Foreign Trade Policy bringing the demand from INR 12.3 Crores to NIL.
• Acted as Lenders’ Legal Counsel to a consortium of 22 banks and financial institutions led by State Bank of India in relation to the debt funding provided to Tata Steel Limited Group for the 2.9 mtpa crude steel capacity brownfield expansion project at the Tata Steel works at Jamshedpur for a total syndicated rupee debt of approximately USD 2.08 Billion. in its investment in Punj Lloyd Limited; a leading construction and engineering company in India. in the acquisition of a substantial stake in Medreich, a generic pharma company.
• Represented The Carlyle Group is its global acquisition of the performance coatings business of E.I. du Pont de Nemours and Company. The company is being renamed Axalta Coating Systems. Axalta Coating Systems is a global supplier of coatings to the transportation and industrial sectors. The investment was funded primarily with equity from Carlyle Partners V and Carlyle Europe Partners III. Overall global transaction value was USD 4.9 Billion.
• Advised United Spirits Limited in the acquisition of Whyte & Mackay, the world’s leading Scotch distiller. The size of the acquisition was USD 1.18 Billion and the Firm advised on the acquisition financing as well. By this acquisition United Spirits Group has become the second largest spirit manufacturer in the world.
• Advised Citigroup on the recently announced Vedanta Group Merger & restructuring exercise involving the merger of Sesa Goa Ltd. (Sesa Goa) and Sterlite Industries (India) Ltd. (Sterlite) and the consolidation and simplification of the group structure. Sesa Sterlite is expected to be the world’s seventh largest global diversified natural resources major by EBITDA. The total value of the merged entity is USD 10 Billion Plus.
• Acted for and advised Visteon Corporation, a NYSE listed corporation as Indian legal counsel in connection with the acquisition of Johnson Controls Inc.’s “automotive electronics and engineering” business.
• Assisted Wanfeng Auto Holding Group, of Zhejiang Province, China, having the largest production base of manufacturing aluminium wheels in the world, to set up their India operations including assisting them in the set upset-up of a wholly owned subsidiary in New Delhi, India and other related advisory.
• Represented Zilog Inc., a globally established company dealing in semi-conductors and software in its sale of assets to the UEI Group, across several jurisdictions. The Firm’s involvement in the transaction included structuring of the transaction and advice on legal and tax issues related to the India leg of the transaction. In addition to customary issues, the deal involved critical issues related to STPIs and tax laws related to the same.