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2009-10 QIP winners: Amarchand, AZB, Khaitan and Jones Day, Linklaters

Capital marketsAmarchand Mangaldas acted on more than half of the total number of Qualified Institutional Placements (QIPs) in Legally India's QIP League Table of the 2009-2010 fiscal year. AZB & Partners and Khaitan & Co were the second-busiest followed by J Sagar Associates (JSA) and Crawford Bayley and S&R Associates amongst domestic firms.

International firm Jones Day bagged the maximum QIPs out of foreign law firms acting for the book running lead managers while Linklaters, Dorsey & Whitney and Clifford Chance also won mandates on a significant numbers of fundraisings.

Heightened activity

The capital markets witnessed increased activity in the QIP fund raising segment as a larger number of such instruments hit the market during the end of first and second quarter of the last fiscal after a near lull owing to global slowdown.

"Last year was a bit of a surprise because in the first half there wasn't much happening and then in the second half there really was flurry of QIPs," AZB capital markets partner Shameek Chaudhuri told Legally India. "We saw HDFC come out with NCD plus warrants issue, so to that extent there were a whole lot of companies like HDF, L&T, Tata Motors – which of course didn't do a QIP, but they did a GDR. Quite a few companies went ahead and did fund raisings and real estate companies also did quite a few."

"Basically you had two types of companies that did fund raising - one were just to take care of the long-run opportunities as and when they come since the markets opened after one-and-a-half years they decided to keep the money in their treasury," explained Chaudhuri. "Second, companies which had financial stress on their balance sheet because of loans, etc, by way of equity dilution thought it's a good way of getting rid of the debt."

However, there was an eventual decline with not as many filings taking place subsequently, according to him. "There are some QIPs waiting to be launched at the correct price. Once, there's little more stability in the markets we'll see the investor appetite returning," he predicted. "Unless there's a bit of stability people are sceptical to launch an issue because what they fear is that you launch a deal and don't get an adequate investor response, which is a concern."


Out of a total of 62 QIPs filed with the National Stock Exchange (NSE) of India, Amarchand Mangaldas advised 30 companies and five banks as their domestic legal counsel.

The firm worked for India's largest stainless steel producer JSL (Rs 247 crores), liquor manufacturers Radico Khaitan (Rs 340 crores), drugmaker Jubilant Organosys (Rs 500 crores) and Yes Bank (Rs 3.84 crores) between January and March of 2010.

Khaitan & Co also acted on a substantial number of QIPs coming a close second to Amarchand on company mandates of the year overall. Both firms led as domestic counsel for four companies each in the last quarter filings between January and 31 March 2010.

Khaitan & Co otherwise received total nine mandates throughout the year; it acted as domestic legal advisor to seven companies and two banks.

Khaitan launched the QIPs of Usha Martin (raised Rs 486.15 crore); Karnataka Bank (raised Rs 160.83 crore); Electrosteel Castings (raised Rs 200 crore) and Mahindra Forgings (raised Rs 175 crores).

Khaitan & Co capital markets partner Vibhava Sawant said: "Last year was good in terms of QIPs and as an instrument it is a very attractive proposition given the ease on the regulatory front, the lesser time it requires and the relatively hassle-free process on the transactions because you don't need a prior approval on the documents unlike an IPO or a rights issue, barring the fast track issue. Second, in terms of the floor price requirements also you're able to factor in the market situation and accordingly price the deal, so that also makes it a very attractive fund raising instrument."

"But at the same time, as is the case with any capital market instrument if the market sentiments are not good," he added, "you won't see much of these issuances happening because it has a direct impact on the price."

"Of late, there is a little lull – there's not much of activity happening while everything is sort of in the pipeline, as it depends on the positive sentiments prevailing in the market."

"Compared to initial QIP activity [in the first quarter 2009-10] there has been a slowdown.
It's a very quick instrument which has the ability to gear itself in a short time depending on the market situation picking up – if you have the shareholder resolution in place it's a matter of a couple of weeks assuming the requisite diligence data is made available."

"We'll have to see the impact of the SCRR [(Securities Contracts (Regulation) Rules)] amendment that has come. There's a bit of uncertainty on a couple of things when it comes to the public holdings that has to be. It may have a short term effect till certain ambiguities have been resolved."

AZB & Partners advised a balance of five corporate and four bank instructions totalling nine QIPs in the last financial year.

In the last quarter of FY 09-10 AZB's Bangalore office helped India Cements raise $ 65 million while Mumbai office acted on Rs 400 crores issue of textile maker Alok Industries.

Chaudhuri commented: "The legal work is more at the execution level because once you launch a deal it's more of bankers role, syndication and the manner in which the paper is to be sold so till such times that occurs right from documenting the prospectus or offerings to launch of the deal is where more of legal advisors play a more important role – and post issuance of a security/launch it's the banks who take over."

Law firms J Sagar Associates (JSA) and Crawford Bayley acted on six QIPs each. Both firms had been instructed by five companies and one bank respectively.

However, in the last quarter both managed only a single mandate of commercial vehicle financier Shriram Transport Finance on which Crawford Bayley led for the company and J Sagar for merchant bankers together with DLA Piper Singapore. They helped the company raise $125m through its issue.

S&R Associates won a total of six mandates in FY 09-10, the last and only of the last quarter was of Radico Khaitan.

Luthra & Luthra meanwhile rendered legal advice on domestic laws to the BRLM's on GVK Power & Infrastructure, LIC Housing Finance, Shree Renuka Sugars and Patel Engineering Limited.

Rajani Associates helped file three QIPs: Ackruti City in September, J Kumar Infraprojects Limited in December and Exide Industries Limited in March.

Other law firms like Desai & Diwanji, Rajani Associates, Trilegal and Talwar Thakore & Associates stayed moderately active during the last quarter of FY 09-10 with each advising on one QIP.

Desai & Diwanji and Linklaters advised bankers on the domestic and international laws respectively on the India Cements QIP.

Trilegal along with best friend Allen & Overy (A&O) also advised Exide Industries that had planned to raise Rs 500 crores through a QIP issuance in March 2010. The duo earlier acted on Glenmark Pharmaceutical QIP in September.

Another best-friend alliance to benefit was that of Talwar Thakore & Associates and Linklaters, which together with Amarchand worked on the latest Jubilant Organosys QIP. Talwar Thakore was also Axis Bank's QIP counsel, which was filed in September.   

Nishith Desai Associates filed QIPs for Orbit Corporation and Sunteck Realty on both of which Clifford Chance advised the BRLM's on international law. NDA was corporate counsel on Orbit and led for banks on domestic laws in case of Sunteck Realty.

International firms

Jones Day mopped up 12 QIP mandates in the financial year 2009-10; some of bigger ones
Top international firms in 2009-10 QIPs
International Firm Total/bank mandates 2009-10 FY
1 Jones Day 12
2 Linklaters 9
Dorsey & Whitney
4 Clifford Chance 6
5 Allen & Overy 4
5 Latham & Watkins 4
7 DLA Piper 2
7 Skadden Arps 2
amongst those included Cipla, GVK Power & Infrastructure, Housing Development and Infrastructure Limited (HDIL), KSK Energy Ventures, Hindalco Industries and Mahindra Forgings.

Linklaters acted on total nine issuances, one-third of which were filed during January to March this year.

Dorsey & Whitney on the other hand led on eight QIPs that were launched for fund raising during July and December last year. The most prominent ones were IndusInd Bank, ING Vysya Bank, Unity Infraprojects and Allied Digital Services.

Clifford Chance picked up six mandates, but none together with best friends AZB & Partners.

A&O and Latham & Watkins acted on four QIPs each while Skadden Arps and DLA Piper notched up two each.

Top domestic firms in 2009-10 QIPs

Domestic Firm Total mandates 2009-10 FY Company mandates Bank mandates
Amarchand Mangaldas 35 30 5
Khaitan & Co 9 7 2
AZB & Partners 9 5 4
Crawford Bayley
J Sagar Associates 6
S&R Associates 5 2 3
Luthra & Luthra
Rajani Associates 3 3 -
Nishith Desai Associates 2
Talwar Thakore & Associates 2 1 1
Trilegal 2
Desai & Diwanji 2 - 2
Bharucha & Partners 1
Kanga & Co 1 1 -
India Law Alliance 1
Wadia Ghandy 1 - 1

Source: Legally India analysis of 52 QIP draft and final prospectuses available from the National Stock Exchange of India and filed between 1 April 2009 and 31 March 2010. For tied total numbers, the number of company mandates was given preference.

For the Legally India's 2009-10 third quarter QIP rankings click here.
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