Telecommunications, Media and Technology

Representative Matters

Technology

• Advised Protean eGov Technologies Limited on its population-scale, citizen-centric digital public infrastructure, technology acquisition from vendors and technology services framework, including drafting and negotiating a Technology Service Provider Agreement and a Master Services Agreement for provision of technology services by NSDL Payments Bank Limited. The transaction also involved drafting and negotiating a comprehensive Framework Agreement, carefully navigating the Reserve Bank of India’s regulatory regime applicable to technology service providers to banks, including issues relating to outsourcing of IT services, data security, confidentiality, regulatory oversight and compliance with RBI guidelines.
• Advised Turtle Shell Technologies Private Limited on its expansion into the United States of America (US), including structuring its US operations and advising on cross‑border technology commercialization. The Firm drafted and negotiated a comprehensive Master Services Agreement governing the licensing, deployment and use of Turtle Shell’s proprietary software and technology platform by its US subsidiary and third‑party distributors in the US, addressing issues relating to intellectual property licensing, permitted use, data protection, liability allocation and ongoing service obligations.
• Advised Turtle Shell Technologies Private Limited on structuring its cloud‑based technology stack, including use of ERP‑adjacent platforms and third‑party applications. The Firm assisted with drafting and negotiating a suite of commercial technology arrangements, including a SaaS subscription agreement, infrastructure services agreement, data processing and security addendum.
• Advised Airtel Payments Bank Limited on fintech and data protection and outsourcing related compliance aspects.
• Acted for and advised Capgemini in relation to its acquisition of Nasdaq-listed technology and services company iGATE Corporation. The deal involved several critical India-specific issues on account of substantial presence of iGATE in India and the Firm advised on Indian corporate, competition and tax issues and other aspects of the transaction. The transaction is valued at USD 4 Billion.
• Acted for Axel Springer AG and India Today Group in acquisition of a controlling stake in Automotive Exchange Private Limited, the company which owns and operates the portal www.carwale.com
• Advised Ciena Corporation, a multinational specializing in high-performance network systems, software and professional services, in the India leg of its worldwide acquisition of the optical networking and carrier Ethernet technology of Nortel’s Metro Ethernet Networks (MEN) business. The aggregate purchase price is reported to be approximately USD 774 Million.
• Advised Baazee.com (later on taken over by ebay India Limited.), in connection with setting up its online auction business in India and obtaining the requisite approvals therefore, from, inter-alia, the Foreign Investment Promotion Board and the Reserve Bank of India. Pursuant to the acquisition of Baazee.com by ebay India Limited, the Firm advised ebay India Limited on day-to-day operational, compliance, tax, immigration and regulatory issues.
• Assisted and advised EXLService.com (India) Pvt. Ltd. on the acquisition of the business of Vertex Customer Services Pvt. Ltd (being operated through a Software Technology Park Unit) relating to Orange Telecommunications, UK, by EXL. In this regard, also advised and assisted EXL in obtaining necessary governmental approvals for the acquisition. We advised extensively with regard to Technology and Telecommunication Laws.
• Represented Flipkart before the Competition Commission of India in a case alleging e-commerce portals of exclusive distribution agreements for certain products.
• Acted and advised for Google India Digital Services Private Limited and its group companies in relation to setting up of Google Pay (a technological platform facilitating peer-to-peer (P2P) and peer-to-merchant (P2M) transactions over Unified Payment Interface (UPI)). The firm extensively advised in relation to applicable payments and settlement systems laws, exchange control laws, laws governing KYC. Further, the Firm had also advised Google in respect of several products/features offered on Google Pay including Gold Vault, train tickets booking feature in collaboration with IRCTC etc. Our advice in this regard specifically included guidance from the standpoint of payments and settlement systems laws (including laws governing and pre-paid payment instruments (PPIs)), exchange control laws, laws governing KYC (including Aadhaar) and anti-money laundering, consumer protection laws and gambling laws.
• Advised Intel Corporation in relation to the Government of India Policy on WiMax and in relation to securing an Internet Service Provider license.
• Advised Jio Platforms Limited on various compliances related to Jio Ads platform, in capacity of an intermediary, and from the perspective of advertising laws in India. Moreover, reviewed the privacy policy of the platform.
• Advised a consortium of Private Equity investors in a proposed acquisition of a minority stake in the owner of the trademark and Letsbuy.com, the erstwhile leader in consumer electronics and e-commerce retail in India.
• In its Series A investment in FoodVista India Private Limited, which is engaged in online food business and prepares and delivers ready-to-eat food under a changing menu on daily basis.
• Represented Lightspeed Venture Partners and Matrix Partners India which co-invested along with Tiger Global in the Mauritius based holding company of the Indian company which owns and operates the popular e-commerce retail platform, “www.limeroad.com”. The investment ticket size was USD 15 Million. Previously the firm represented these investors in the Series A funding.
• In its Series A investment in Getvee Technologies, owner of a mobile dating application.
• In its investment in Oravel Stays which operates the portal www.oyorooms.com, India’s largest managed ecommerce marketplace for budget hotels.
• 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.
• Advised Mindtree Consulting Limited on IPO and listing of shares on the BSE and the NSE. Mindtree Consulting Limited is a leading information technology consultancy services company. The deal was worth approximately USD 602 Million.
• Advised Oman Investment Fund’s (OIF) in relation to laws of India with respect to their investment in QTIL and WTTIL, drafting and negotiating the various investment agreements and related shareholders agreement. The Firm also advised OIF in relation to negotiation of a shareholders’ agreement with shareholders of WTTIL to enable the acquisition by QTIL and its investors of a strategic stake in WTTIL and co-ordinated with offshore administrators in Mauritius for establishing investment vehicles for OIF.
• Advised Perot Systems on various master service agreements for obtaining IT related services in respect of billing requirements of Perot Systems.
• Represented Pharmarack Technologies in relation to its 92% acquisition by ABCD Technologies LLP, a digital health firm backed by Sun Pharma, Lupin, Cadilla Healthcare and Torrent.
• Advised PVR Limited on strategic alliance between PVR Limited, India’s largest cinema operation/management company, and Big Tree Entertainment Private Limited, which manages the “Bookmyshow” ticketing platforms- for inter alia booking of movie tickets of PVR Theatres on the Bookmyshow ticketing platforms – and other incidental matters.
• Advised RapiPay Fintech Private Limited in compliance and structuring related aspects under the fintech laws. Reviewed the terms & conditions and privacy policy of the neo-banking platform, from the perspective of RBI laws & regulations as well as applicable data protection compliances.
• Acted for RBL Bank Limited in its procurement and completion of the requisite licensing and regulatory requirements so to operate as a bank in India. The Firm has thereafter, acted for RBL Bank Limited in various matters including asset purchase transactions, private placement of equity shares as well as for an IPO. For such purposes, the Firm has extensively liaised and engaged with the Reserve Bank of India in order to secure the requisite regulatory approvals.
• Advised Sequoia Capital on its multiple rounds of financing of Goldsquare Technologies, a wholesale trading company and the owner of the brand “Fashion and You”. The total financing amounted to over USD 47 Million.
• Acted for Sequoia Capital, which led the Series C financing round of Olacabs, which offers transportation across point-to-point, local and outstation rentals. Other investors, Steadview Capital, Tiger Global and Matrix Partners had also participated in this round for a total investment size of INR 250 Crore.
• Advised Sterling Biotech in relation to the exchange offering of existing FCCBs aggregating to approximately USD 206 Million.
• Advised Wells Fargo International Solutions Private Limited (formerly Wells Fargo EGS (India) Private Limited) and Wells Fargo Bank, N.A. – India Representative Office in relation to applicability cloud services and general information security, and data privacy regulations.
• Advised Yum Restaurants (India) Private Limited on their Terms and Conditions as well as Privacy Policy, which are two policy documents that customers ordering food items on their website give their consent on in order to access their services. This matter was significant, because of the unique business model that was operated by them with respect to KFC stores. The same had to reflect in the policy documents and align with the overall legal and regulatory obligations under the Consumer Protection Act, 2019, Information Technology Act, and the rules issued thereunder such as the Sensitive Personal Data and Information Rules, 2011 and the E-Commerce Rules, 2020.
• Acted for and advised Zee Media Corporation Limited, in its investment in Today Merchandise Private Limited and Today Retail Network Private Limited. The transaction marks the foray of Zee Group into the television shopping space after the closure of its home shopping channel ‘Asian Sky Shop’ a few years ago.

Telecom

• Advising the Indian subsidiary of American Tower Corporation in India, in its bids for tower projects and on various Indian legal compliances. The Firm has also assisted in the setting up of their Indian subsidiary, in the procuring of regulatory approvals for foreign investment into the company and in procuring a registration from the department of telecommunications to enable the company to carry on its business.
• Assisted and advised AT&T Inc. with respect to its investments in the Indian telecommunications sector. The Firm has represented the Client before various regulatory bodies, including the Department of Telecommunications, for obtaining various telecom licenses including licenses for rendering International Long Distance services, National Long Distance services and services of Internet Service Provider and for other legal compliances. On an ongoing basis, the Firm advises on various licensing/ regulatory issues and the contractual documents entered into by AT&T India with third parties.
• Advised Bajaj Finance Limited on a number of queries from the perspective of Other Service Provider Guidelines, 2020. The opinion focussed on reviewing the call centre architecture, the work from home model, and other nationwide operations of Bajaj Finance Limited, from the perspective of newly introduced OSP Guidelines.
• Representing Blackstone FP Capital Partners in a proposed investment of approximately USD 275 Million in preferred stock of Ushodaya Enterprises Limited – a leading Media company. We conducted an extensive due diligence exercise on the target, advised on telecommunication law, drafted and negotiated the transaction documents and the regulatory filings. The Firm is also representing Blackstone before the Ministry of Information and Broadcasting for obtaining investment approval.
• Advised Ciena Corporation, a multinational specializing in high-performance network systems, software and professional services, in the India leg of its worldwide acquisition of the optical networking and carrier Ethernet technology of Nortel’s Metro Ethernet Networks (MEN) business. The aggregate purchase price is reported to be approximately USD 774 Million.
• Advising and representing Etisalat DB Telecom Pvt. Ltd (EDB) before the High Court of Bombay in respect of its winding up. Further, the Firm is advising and representing EDB before TDSAT for disputes in respect of the Passive Telecom Infrastructure and E1 connectivity provided to the Reliance group companies which have raised a claim amounting to approximately INR 1700 Crore and have sought to attach its properties including cash reserves.
• Advised Google India Private Limited on compliances related to bulk subscriber verification, as per the relevant notifications issued by the Department of Telecommunications and on the implications of the Draft Indian Telecommunications Bill, 2022.
• Advised Exxon Mobil who is the world’s leading oil and Gas Company in relation to use of encryption technology in India.
• Advised Google Singapore Pte. Ltd. on compliances related to data centres and other telecom infrastructure, from the perspective of Indian telecom laws and compliances.
• Advised Intel Corporation in relation to the Government of India Policy on WiMax and in relation to securing an Internet Service Provider license.
• 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.
• Represented Korea Telecom in connection with its proposed acquisition of an equity stake in a telecom services provider offering basic and CDMA services.
• Advised Nokia on various models of retailing their products in India, obtaining necessary approvals from the Foreign Investment Board for making investments in various businesses and drafted, reviewed various related agreements.
• Advised Oman Investment Fund (OIF) in relation to its investment of USD 100 Million in Quippo Telecom Infrastructure Limited. Also assisted in negotiation of complex shareholder agreements with existing private equity investors in QTIL.
• Represented Sequoia Capital in relation to its private equity investment in Knowlarity Communications Private Limited, a company which provides cloud-based telephony solutions.
• Acted for Sistema Joint Stock Financial Corporation (Russia), the largest private sector consumer services company in Russia and the Commonwealth of Independent States, in its acquisition of 74% equity stake in the formerly known Shyam Telelink Limited – a pan India telecom service operator engaged in providing unified access services. The total deal value was approximately USD 627 Million.
• Assisted Singtel (Global) India Pvt. Ltd. in the preparation of master service agreements and advised on the suitable billing models to be adopted as per the telecom laws in India.
• Advised Unitech Wireless on the structuring, regulatory aspects and completion of the transaction with respect to acquisition of 60% equity stake by Telenor in Unitech’s group companies engaged in telecom business for a value of approximately USD 1.8 Billion. Moreover, advised Telenor regarding their indemnification obligations under the implementation agreement, between Telenor and Bharti Airtel Limited, as well as prepared response, on the behalf of Unitech, to demands of adjusted gross revenue, raised by Department of Telecommunications.
• Advised Vodafone India Services Private Limited on various compliances expected out of their infrastructure, under Other Service Provider Guidelines, 2021, and data localization requirements.
• Acted as Lenders’ Legal Counsel to a consortium of 18 banks and financial institutions led by State Bank of India in relation to the project finance lending provided to Videocon Telecommunications Limited, subsidiary of Videocon Industries Limited for an amount of USD 1.58 Billion.

Media

• Advised Zee Entertainment and Zee Media, in the acquisition of the FM Radio Business ‘Big 92.7 FM’ and general entertainment television business of Reliance Group led by Anil Dhirubhai Ambani. ACQ M&A Atlas Award in the category of ‘Asia Pacific Entertainment & Media Deal of the Year’.
• Advised Dish TV in the merger between Dish TV and Videocon d2h (with American Depositary Receipts listed on NASDAQ).
• Advised Blackstone FP Capital Partners in its investment Ushodaya Enterprises, operating television channels in vernacular language under the ETV brand.
• Advised the promoters of Akuate Internet Services in the sale of their shareholding to Times Internet (a Bennett Coleman group company). Akuate owns and operates the popular cricket website www.cricbuzz.com and the mobile application ‘Cricbuzz’.
• Represented Akuate Internet Services Pvt. Ltd. (www.cricbuzz.com) in their defence against Star India’s claim of ownership over “cricket scores”, pursuant to the arrangement between Star India and BCCI.
• Advised Jagran Group in relation to Blackstone FP Capital Partners’ investment in the company.
• Advised NDTV Group in the acquisition of shares in NDTV Lifestyle by South Asia Creative Assets.
• Advised NDTV Group in relation to issuance of step-up coupon convertible bonds and queries in connection with telecommunication laws. NDTV Networks Plc is a UK subsidiary of NDTV.
• Advised Publicis Groupe Holdings B.V in the acquisition of majority stake in Twenty Twenty Media; Twenty Twenty Webtech & BrandMap Communications.
• Advised DLF Utilities in the sale of a part of its cinema exhibition business operated under the brand “DT Cinemas” to PVR.
• Advised Zee Entertainment in sale of its sports broadcasting business operated under ‘Ten Sports’ brand to the Sony Group.
• Advised NDTV Group in its stake sale in the joint venture with NBC Universal, Inc. of USA.
• Represented Celador Films in its defence in a suit filed in the Bombay High Court by the legal heirs of a famous lyricist in relation to alleged violations of the lyricist’s moral rights in the motion picture, Slumdog Millionaire.
• Managing Metro-Goldwyn-Mayer’s (MGM) and Danjaq LLC’s intellectual property portfolio (including the James Bond portfolio) in India.
• Advised PVR in a transaction with IMAX Corporation involving installation and maintenance of digital IMAX ® theatre systems in four key locations in India.
• Advised D.B. Corp in the initial public offering and listing of the shares on the Bombay Stock Exchange and the National Stock Exchange of India.
• Advised Dish TV India in its offering of GDRs and Equity Shares to Apollo India Private Equity II (Mauritius).
• Represented the CEO of Multi Screen Media Pvt. Ltd. / Sony in criminal proceedings relating to alleged criminal defamation initiated by a senior IRS officer pursuant to an episode of “Crime Patrol” telecast on SAB TV channel.

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