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The latest deals involving Indian companies and law firms.

image Exclusive: Desai & Diwanji advised private equity house Olympus Capital Asia Investments in its purchase of over Rs 500 crore ($100m) in DM Healthcare, which was advised by Universal Legal’s Chennai office, with the exiting investors India Value Fund represented by DSK Legal.

Domestic M&A league table by deal values (source mergermarket, graphic: Mint)Mint exclusive: India’s corporate law firms advised on fewer and smaller mergers and acquisitions (M&A) in the 2011 calendar year than in 2010, which affected revenues but still kept firms such as AZB & Partners, Amarchand Mangaldas, Khaitan & Co, J Sagar Associates (JSA) and Desai & Diwanji busy with a lion’s share of work.

Four-month-old start-up Alliance Legal has advised Fourcee Infrastructure Equipments, with Economic Laws Practice (ELP), Wadia Ghandy and Amarchand Mangaldas respectively assisting the exiting, entering and continuing private equity investors Mayfield Fund, General Atlantic and India Equity Partners.

image J Sagar Associates (JSA) continued its relationship with private equity major Blackstone in the Rs 800 crore ($156m) purchase of DLF Ackruti Infopark in Pune, which drafted in Amarchand Mangaldas.

image Exclusive: AZB & Partners Mumbai and Khaitan & Co’s Delhi office have scooped the mandate to advise on Reliance Industries bid to invest in two Network18 subsidiaries for more than Rs 1,500 crore ($290m).

imageThe latest and greatest deals and cases not yet covered, rounded up for you in one convenient bite-size package.

image MV Kini & Co took advantage of the government go-ahead to four major PSUs to issue tax-free bonds, advising National Highway Authority of India (NHAI) on its Rs 10,000 crore ($1.93bn) issue of 28 December 2011.

J Sagar Associates (JSA) advised Simbhaoli Sugars on its Rs 330 crore ($63.8m) joint venture with Singapore-based sustainable resources company Sindicatum, which was advised by Axon Partners LLP for the first time.

Amarchand Mangaldas advised DLF Home Developers on Rs 430 crore ($81.5m) sale of its subsidiary Haamid Real Estates to realty firm M3M India, which was advised by Desai & Diwanji.

imageRead Legally India’s December and late November deals round-up to find out what friends and colleagues have been up to.

Dirty but not a 'formal biopic'Exclusive: The Andhra Pradesh writ petition filed by the brother of late South Indian actress Silk Smitha against the movie loosely inspired by her life, The Dirty Picture, has been dismissed in favour of the movie’s producer Balaji Motion Pictures, represented by Naik Naik & Co, and the Censor Board, represented by Verus Advocates recently joined Hyderabad partner.

imageA wrap of the past weeks’ major deals and their advisers, featuring all the usual suspects plus Rajani, LexCounsel, Prism, HSB, SJ Law, Travers, Nabarro, DLA and more…

MnA-pie_lrg Desai & Diwanji has again reclaimed its throne as the busiest M&A firm in India having acted on 33 deals in the first three quarters of the year with Khaitan & Co also laying down improved M&A figures, while AZB & Partners, Talwar Thakore Associates and S&R Associates harvested the biggest value deals, also benefitting Linklaters and Allen & Overy.

imageFour senior counsel and Naik in SLP against immovable property rental service tax; AZB Bangalore Muthoot debentures; Universal-Wadia Ghandy Pizza Hut deal; Infrastructure India windfarm buy with 3 foreign firms and KhaiCo, MMB; ANM for Godrej in cyber squatter; Rs 200 crore P&A Kemrock buy; Amarchand Essar delisting.

imageAmarchand goes down under for $1.3bn GVK coal mine buy with Minters, Cliffords; Ex-AZBer’s Vishnu gets busy with Credit Suisse; Vaish hits the capital markets; JSA, KhaiCo, Amarchand disinvest in NYSE-Co; Amarchand restructures Alstom; and Naik gets a John Doe order.


Amarchand on Fortis mammoth internal restructuring, and Alfa Laval delisting; Desai & Diwanji and Seth Dua on two related private equity injections; Khaitan & Co gets close to Raiffeisen; JSA helps Naukri owner expand online reach to Zomato and beyond; MDP gets Cox & Kings out of Maharaja Express pickle for now; JSA and MD&T Partners get Indians to make hoses with Spaniards.

AZB & Partners Delhi and P&A Associates advised on the sale of AppLabs to Computer Sciences Corporation (CSC) for as much as Rs 1,200 crore ($253m).

Exclusive: DSK Legal’s Delhi office has scored the role advising Japanese telecoms major Softbank Corp on its $200m strategic investment in Bangalore-based mobile ad network InMobi, alongside four international firms.

imageNaik Naik & Co has represented Bollywood actor Imran Khan and a student in their Bombay High Court writ petition challenging Maharashtra’s increase of the minimum drinking age to 25 years.

image Amarchand Mangaldas advised Tommy Hilfiger with Wachtell Lipton Rosen & Katz in its 50 per cent stake in joint venture partner Arvind Murjani Brands, which was advised by DM Harish & Co and Pryor Cashman.

imageBest of deals, including three exclusive venture capital/private equity deals featuring DSK, Sand Hill, Induslaw, Khaitan and Nishith Desai, as well as a banking, M&A and projects wrap.

image Mirah Hospitality with Desai & Diwanji; Amarchand, Rajani, Khaitan on $350m Welspun PE; Luthra in EU pharma tax case; ELP AP tax victory for MAS-GMR; Khaitan-Clifford on StanChart loan; SRGR-KJSV project; JSA-Prolegal consultancy.

Naik Naik & Co has succeeded in challenging the three states’ orders banning the film Aarakshan before the Supreme Court, following an earlier favourable order before the Bombay High Court.

Naik Naik & Co partner Madhu Gadodia summarised the case before the Supreme Court:

Prakash Jha Productions and Mr. Prakash Jha (“Petitioners”) filed a petition in the Hon’ble Supreme Court under Article 32 of the Constitution of India, challenging the orders passed by State of Uttar Pradesh, State of Punjab and Andhra Pradesh (collectively “Respondents”) suspending the exhibition of the film “Aarakshan” (“Film”) in their respective territories for a certain period. While the State of Punjab and Andhra Pradesh subsequently revoked their orders of suspension, the State of Uttar Pradesh continued the ban / suspension by their order dated 10th August, 2011.

The state of Uttar Pradesh had passed the suspension order in accordance with Section 6 (1) of the UP Cinemas (Regulation) Act which entitles the State Government to suspend the exhibition of a film which is being exhibited for a period of two films if there is reasonable likelihood / apprehension of breach of public order. The Petitioners therefore filed the petition seeking the relief in terms of striking down section 6 (1) of the UP Cinemas (Regulation) Act, the same being ultra vires the Constitution. The Petitioners also sought setting aside the decision taken by the Respondents prohibiting the screening of the Film in their respective states for a specified period.

Notices were issued to all Respondents and the matter was placed for hearing today. Counsel Mr. Harish Salve and Mr. Ameet Naik appeared for the Petitioners. Counsel Mr. A.S Chandiok appeared for Union of India and Counsel Mr. Uday Lalit appeared for State of UP. The matter was argued at length. The Hon’ble Court observed that since the states of Punjab and Andhra Pradesh had withdrawn the suspension orders and the Film is being exhibited in these two states, the petition is infructuous as far as these two states are concerned.

Mr. Salve and Mr. Naik submitted that the exercise of power by the State Govt. of UP to suspend the exhibition of the Film in UP amounts to pre-censorship of the Film which is the responsibility of Central Board of Film Certification (“Censor Board”), the statutory body constituted under the Cinematograph Act for the said purpose. In the present case, the State Govt. of UP has in the Impugned order cited several scenes of the Film which are objectionable in their view and which are required to be deleted as a pre-condition for exhibition of the Film. Therefore, the power sought to be exercised by the State Government under Section 6 (1) of the Uttar Pradesh (Cinemas) Regulation Act (“UP Act”) in the present case is without jurisdiction.

The scheme of the said section is to temporarily suspend the exhibition of a film to enable the State Government to make appropriate arrangements to deal with and maintain the law and order situation. The said section does not empower the State Govt. to step into the shoes of Censor Board and make decision / suggestion regarding the content of the Film as in the present case. Moreover, the provision of Section 6 (1) of the UP Act is to be exercised only when a film is “being publicly exhibited” and there is apprehension of breach of public order. In the present case, the Film was not publicly exhibited until the date of the Impugned order i.e 10th August, 2011 (Film was scheduled for release on 126th August, 2011).

Therefore, the question of State Govt. exercising its powers under Section 6 (1) of the UP Act did not arise. Mr. Salve also relied upon judgments of Hon’ble Supreme Court in the case of S. Rangarajan vs. P Jagjevan Ram & Ors. and Union of India & Ors. vs. P. Jagjivan Ram & Ors and Sankarappa and Bombay High Court in the case of Kamal Khan vs. State of Maharashtra holding that the fundamental freedom under Article 19 (1) (a) can be reasonably restricted only for the purposes mentioned in Article 19(2) and the restriction must be justified on the anvil of necessity and not on the quicksand of convenience or expediency.

Freedom of expression which is legitimate and constitutionally protected, cannot be held to ransom by an intolerant group of people. Open criticism of Government policies and operations is not a ground for restricting expression. We must practice tolerance to the views of others. Intolerance is as much dangerous to democracy as to the person himself.

Mr. Chandiok appearing for the Union of India supported the contentions of the Petitioners and submitted that once a film was certified for public exhibition by the Censor Board, the State Governments are not empowered to interfere with the exhibition of the Film.

Mr. Lalit appearing for State of UP submitted that the State Govt. had suspended the exhibition of the Film in accordance with Section 6(1) of the UP Act since there was likelihood of breach of public order and the same was the basis of such apprehensions were certain press reports. He also submitted that the Film was viewed by a committee of experts constituted by the State Govt. of UP and apprehended to cause breach of public order.

Upon hearing the parties at length, the Hon’ble Court observed that admittedly, the Film was certified for public exhibition by the Censor Board who had also constituted a special committee comprising of persons from SC, ST and OBC. The certification was granted in accordance with the provisions of Cinematograph Act and Rules and Guildelines thereunder. Pursuant to certification, the Film is being exhibited in various parts of India without any problem of law and order.

Moreover, the Hon’ble court observed that the term “being publicly exhibited” in section 6 of the UP Act pre-supposes “exhibition” of the film. Such power cannot be exercised in respect of a film which is yet to be exhibited. “Suspension” envisages that which is functional / running. Therefore the UP Govt. ought not to have exercised their powers under Section 6 (1) of the UP Act for a film that was not being exhibited. The decision taken at that stage cannot envisage future exhibition. The Hon’ble Court also observed that the apprehensions of UP Govt. don’t hold substance in view of the fact that the Film is being exhibited in other states, which are also sensitive states, without any difficulty.

The court further observed that reservation in addition to being a sensitive issue is also a social issue and in a vibrant democracy like ours, such discussion on social issues bring in awareness which is required for effective working of our democracy. Infact, when there is dissent on such issues an informed decision can be taken which is necessary at this stage. The Hon’ble Court upheld the observations in the case of Sankarappa and Rangarajan case and held that the right to freedom of speech and expression guaranteed under Article 19 (1) (a) cannot be taken for granted and once the Censor Board has certified the film for public exhibition, it is not open for the State Governments to perform the role of pre-censorship.

In the above background, the Hon’ble Supreme Court allowed the petition to the extent of challenge to the suspension orders passed by the State of UP and set aside / quashed the order dated 10th August, 2011 passed by the UP Govt. suspending the exhibition of the Film for a period of two months in the State of UP. The order was dictated in open court. Therefore, as per the order the Film can be released in the state of UP with immediate effect without any obstruction.

image Exclusive: S&R Associates is advising Vodafone Group on its disposal of 5.5 per cent of the shares in Vodafone Essar for $640m to Piramal Healthcare, which is relying on Amarchand Mangaldas as lead adviser with Linklaters and Slaughter and May, as well as Crawford Bayley and Stephenson Harwood.

image Naik Naik & Co represented the producers of the Amitabh Bachchan starrer Aarakshan (reservation) and successfully persuaded the Bombay High Court not to stay the release of the film, which has been attracting controversy for its purported anti-reservation message.

Khaitan-Trilegal inject $78m into Caparo Energy; JSA, Amarchand, S&R on LVMH luxury Genesis investment; Khaitan double teams with Clifford Chance on StanChart loan, AZB’s $1.4bn steel loan, plus sports, projects and Kolkata litigation.

mining Exclusive: Desai & Diwanji and Latham & Watkins have advised Vedanta group-owned iron ore producer and exporter Sesa Goa on its $90m (Rs 400 crore) buyout of Liberian company Western Cluster’s of majority stakes from mining major Elenilto Minerals & Mining.

image European publishing giant enters India with Associated Law Advisers, Universal Legal for Chennai e-publisher, Khaitan gets close to HDFC’s new investment banking head, and more…

Naik Naik & Co-led Retailers Association of India (RAI) has lost the immovable property rentals’ service tax matter in the Bombay High Court, which upheld the union government’s power to enact laws to impose service tax on such rentals as constitutionally valid.

image J Sagar Associates (JSA) and US firm Covington & Burling advised Disney, which is seeking to buy-out its Indian partners in the UTV joint venture for $454m, with AZB & Partners advising UTV’s promoters.

Khaitan & Co advised on private equity firm Blackstone’s Rs 150 crore investment in business and banking technology platform Financial Inclusion Network and Operations Limited (FINO), which was advised by Luthra & Luthra.

image Amarchand, Anup Shah on $200m for Blackstone Bangalore investment; Majmudar structures KPMG Indian backoffice with Sidleys; and more…

Majmudar & Co, UK law firms Addleshaw Goddard and Eversheds have advised on the buyout of UK-based Ventura’s call centre business by FTSE-listed outsourcing company Capita for $94m. 

Trilegal, which has acted for Blackstone Group for six months, advised the private equity (PE) major on its Rs 500 crore ($111m) investment in Visa Group’s power production company Visa Power for a minority stake.

Khaitan & Co, J Sagar Associates (JSA) and White & Case have advised exchange and trading technology provider Financial Technologies on its $200m debt funding by Deutsche Bank AG.

image Exclusive: Desai & Diwanji Gurgaon advised Franklin Templeton on its purchase of 20 per cent of Mumbai designer clothes retailer Kimaya Fashions, which was advised by AZB & Partners Mumbai office.

image Exclusive: MDP & Partners recent lateral Ashok Paranjpe has won a Rs 15.77 crore ($3.5m) arbitration dispute for his long-standing client Tata Motors against the Gujarat Electricity Board, which its lawyers Little & Co will appeal in the Bombay High Court.

Luthra & Luthra and Wadia Ghandy have advised on a minority stake acquisition in Ravi Jaipuria Corp’s Varun Beverages International by the private equity arm of Standard Chartered for Rs 250 crore ($56m).

Vaish Associates Advocates and Hyderabad-based law firm Harish Kumar & Associates have advised on French company De Dietrich Process Systems’ acquisition of Nile Limited’s glass-lined equipment and pressure vessels division business for Rs 58.5 crore in a slump sale.

Amarchand Mangaldas and Wadia Ghandy have advised on the latest $131m private equity (PE) funding of GMR Airports by PE firms Standard Chartered and JM Financial-Old Lane adding on to $200m raised from other PE funds in March this year.

image Exclusive: DSK Legal managing partner Anand Desai is defending Aamir Khan’s latest box office bonanza Delhi Belly against a raft of obscenity claims, of which only one has so far been served on the producer.

Amarchand Mangaldas, French law firm Landwell & Associés and JDS Lawchambers have advised on Singapore-based Jacobs Engineering Group’s acquisition of India-incorporated Consulting Engineering Services (CES).

Exclusive: Amarchand Mangaldas and Phoenix Legal have advised on private equity firm India Property Fund’s buyout of 49 per cent stake in developers Ramprastha Group’s housing project Skyz for Rs 120 crore.

MnA-pie_lrg Desai & Diwanji has advised on the most M&A mandates in the first half of the 2011 calendar year, with AZB & Partners having advised on far fewer deals than last year but still topping the mergermarket league table by value of transactions closely followed by Talwar Thakore Associates.

Vaish Associates has advised on IFCI Venture Capital Funds’ Rs 30 crore ($6.75m) private equity investment in Delhi-based consumer durable goods company Amber Enterprises.

Khaitan & Co has advised the Welspun Group, which has attracted up to $494m (Rs 2,250 crore) of private equity (PE) money from Apollo Global Management advised by Amarchand Mangaldas.

J Sagar Associates (JSA) and Hogan Lovells have advised software research and development (R&D) services leader GlobalLogic on its acquisition of product and content engineering company Rofous Software.

Khaitan & Co has advised Yes Bank on granting of Rs 84 crore rupee term loan facility to Integrated Coal Mining for the development and setting up of a 9MW solar photovoltaic plant in Kutch region of Gujarat.

J Sagar Associates (JSA) and Rajani Associates have advised on glass manufacturer Saint-Gobain’s acquisition of Sezal Glass's float glass unit in a slump sale for a reported sum of Rs 686 crore.

Desai & Diwanji has advised Wadia group-owned budget airline GoAir on the company’s acquisition of 72 Airbus 320 NEO Aircraft for $7.2bn.

SNG & Partners Delhi, Desai & Diwanji and Bharat Forge’s in-house team structured the joint venture (JV) between Bharat Forge and engineering company David Brown Systems to produce gearboxes and transmissions.

image Khaitan & Co represented ATM outsourcing company AGS Transact Technologies in its successful bid to raise Rs 145 crore ($32m) in private equity funds from investment firm TPG growth, which drafted in AZB Partners and Milbank Tweed.

image SNG & Partners, Trilegal, Boston-based Rich May and Spanish law firm Uría Menéndez have advised on Spanish Grupo T-Solar Global’s investment into Astonfield Renewable Resources heralding a strategic partnership to finance, operate and develop 200MW of solar power plants in India.

ICICI-Bank-HQ-Bandra-Kurla-Complex-Mumbai Amarchand Mangaldas, Latham & Watkins and Middle East law firm Al Tamimi & Company have advised India’s largest private sector bank ICICI Bank on issuing $1bn (Rs 4,470 crore) of international bonds through five-and-a-half year fixed rate notes.

Talwar Thakore and Associates (TTA), Linklaters, Wadia Ghandy & Co, Simpson Thacher & Bartlett and Simmons & Simmons have advised on British company Serco’s acquisition of Indian business process outsourcing (BPO) Intelenet for $634m marking private equity (PE) firm Blackstone’s exit from the BPO.

J Sagar Associates (JSA) has advised US-based spice manufacturer and long standing client McCormick Inc. on its joint venture with Indian basmati rice maker Kohinoor Foods Ltd (KFL), led by Delhi law firm Swarup & Company, for marketing and selling KFL’s food and rice products in India.

hyderabad-charminar-by_Habeeb Exclusive: Dua Associates Hyderabad has advised on the construction of a major NCC Infrastructure Rs 7,047 crore power project with Amarchand Mangaldas Delhi leading for the lenders, one year after India Legal merged with Dua following Tatva Legal’s mega-breakaway.

image J Sagar Associates (JSA), AZB & Partners and Japanese law firm Anderson Mori & Tomotsune have advised on Indian stationery maker Camlin’s majority stake buy-out by Japanese counterpart Kokuyo for Rs 186 crore.

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