Recent Posts

DSK Legal Partner Samit Shukla appointed as amicus by Bombay HC

By LE Desk

 

Mumbai, March 3, 2023: DSK Legal has announced that its partner Samit Shukla was appointed as an amicus curiae by the Bombay High Court in deciding a long-pending question of law relating to stamping of a Permanent Alternate Allotment Agreement (PAAA) executed in favour of members of Co-operative Housing Societies pursuant to redevelopment undertaken by them, and consequential challenge to circulars dated March 30, 2017, and June 23, 2015 issued by the Chief Controlling Revenue Authority of the State of Maharashtra.

 

The Bombay High Court by an order dated February 17, 2023 passed in the above group of writ petitions, set aside and revoked the said impugned circulars and acknowledged the valuable assistance of Mr. Shukla in assisting the Court, the Law Firm said in a press statement. 

 

The team that assisted Mr Shukla comprised Mr Siddharth Shah (Senior Associate) and Mr Anuj Savla (Article Clerk).

 

The impugned circulars contemplate that PAAA executed between the developer and members of the society requires to be stamped again despite the fact that the development agreement executed between the developer and the society is already stamped. The rationale behind the impugned circulars was that members were not parties to original development agreement and therefore benefit of Section 4 of the Maharashtra Stamp Act 1958 cannot be extended.

 

The statement further said that after briefly hearingthe parties of the writ petitions and the suggestions and assistance provided by Mr. Shukla, the Court inter alia held that the rationale of the stamp authorities in levying stamp duty on PAAA is erroneous since a Society is nothing but a compendium of the members, which cannot exist with them and the acts of the Society is nothing but majority will of its members. Thus, PAAA in respect of (i) area which commensurate to area which the member already possessed and (ii) additional area which the members are entitled to in law cannot be subject to levy of stamp duty. 

 

The Order has put an end to a long-drawn litigation pending since 2006 and is big relief to the real estate sector, the Law Firm said.

DSK Legal advises, assists Indian Railways in ₹26K-crore electric locomotive project for freight movement in India


 

By LE Desk

 

New Delhi, March 1, 2023: DSK Legal has advised and assisted the Ministry of Railways in a ₹26,000 crore (USD 3.25 billion) project, relating to the supply and maintenance of electric locomotives for freight movement in India, to be executed by global engineering and technology firm Siemens in collaboration with the Indian Railways, the Law Firm has said.

 

DSK Legal advised and assisted the Railway Board, Ministry of Railways on all aspects of the Project, including assisting in the bidding process; drafting, finalizing and legal vetting of the bid documents and the manufacturing cum maintenance agreement; assisting in the evaluation, risk assessment, negotiation and contract finalization and execution of the agreement with Siemens, the Firm said in a press statement.

 

The transaction involved complex issues regarding the commercial arrangement, risk allocation, risk assessment and advising on mitigation strategies, it said. The team representing DSK Legal comprised of Mr. Ajay Shaw (Partner) as the lead transaction advisor, along with Ms. Rimali Batra (Associate Partner) and Ms. Anisha Bhattacharya (Senior Associate).

 

Siemens has signed a long-term agreement with the Railway Board, Ministry of Railways for ‘Manufacturing and Supply of 1200 Electric Locomotives of 9000 hp, over a period of 11years at Rolling Stock Workshop, Dahod and Maintenance of the said Locomotives at nominated Government Depots of the Indian Railways’. Under the long-term agreement, Siemens will manufacture and deliver 1,200 electric locomotives of 9000 horse power (HP) to the Government, which shall be assembled in the Indian Railways factory at Dahod, and thereafter undertake maintenance of the locomotives for 35 years at nominated Government depots.

 

The statement further said the project is being undertaken by the Ministry of Railways under the aegis of the ‘Make in India’ initiative under ‘Aatma-Nirbhar Bharat’ mission of the Government of India. The electric locomotives will be equipped with state of the art technology and will help in capacity augmentation of freight trains in India, in addition to improving operational efficiency, thereby bringing India at par with global standards. 

 

This is a prestigious high-stake project that aims to promote and ensure self-reliance in railway manufacturing and foster technology upgradation by bringing the latest technology and know-how to the railway sector. Being a first of its kind, under this Project Siemens will have no capital expenditure liability, since the locomotives will be manufactured in a factory owned by the Indian Railways and thereafter maintained in government maintenance units, while Siemens will bring in the technology required to manufacture the 9000 hp engines, upgrade the government manufacturing and maintenance units and provide necessary supervision.

 

The implementation of the Project will facilitate and boost railway manufacturing in India, generate revenue and increase employment.

Indian Law Partners (ILP) assists Chiyoda in its exit from JV with L&T

LE Desk

 

New Delhi, February 7, 2023: Indian Law Partners (ILP) has advised global engineering company Chiyoda Corporation in its exit from a joint venture with Larsen & Turbo (L&T). 

 

Indian Law Partners advised Chiyoda on the Indian law aspects, led by a team of Partners Gopika Pant and Vineet Gupta, and assisted by Counsel Nishant Kulhari, Senior Associates Akshay Grover and Shradha Sharma, and Associate Vinayek Mehra, the Law Firm said in a press statement.

 

Mori Hamada Matsumoto (MHM) Japan and Singapore offices acted for Chiyoda as international counsel.

 

L&T-Chiyoda Ltd (LTC) is a 50:50 joint venture between L&T and Japan-based Chiyoda Corporation in which L&T has bought the entire stake held by Chiyoda for USD 10 million (approx).

 

LTC was formed with an aim to provide engineering and related services for the hydrocarbon industry to support L&T's EPC business in the domestic and international market, the press statement said.

DSK Legal advises, represents Ramalinga Raju, son in challenging SEBI order against them

LE Desk

 

New Delhi, February 4, 2023: DSK Legal has advised, assisted and represented B. Ramalinga Raju and B. Rama Raju before the Securities Appellate Tribunal challenging the order passed by the Whole Time Member, SEBI against them. 

 

The Securities Appellate Tribunal has held that the approach of the Whole Time Member was patently erroneous and cannot be sustained because no reason has been given as to why the “magic figure” of 14 years of restraint was appropriate and no reason was given or any discussion made with regard to the restraint of 14 years against Ramalinga Raju and Rama Raju, the Law Firm said in a press statement.

 

“It was our clients’ case that the Impugned Order, while computing the amount of disgorgement has inter alia incorrectly held that the Appellant has made an illegal gain of Rs. 26,62,50,000/- (Rupees Twenty-Six Crore Sixty-Two Lac and Fifty Thousand Only), which amount is to be disgorged,” it said.

 

“The Impugned Order erred by inter alia (i) rejecting the Appellant’s contentions that the sale of 6 lac shares was for philanthropic purposes; (ii) failing to provide reasons and/or a basis for its determination of the amount to be disgorged by the Appellant; and (iii) interpreting this Hon’ble Tribunal’s Order in a narrow manner and rejecting the Appellant’s contentions as to intrinsic value of the shares,” DSK Legal said.

 

The impugned order dated November 2, 2018 was passed against Ramalinga Raju, Rama Raju, B. Suryanarayana Raju and SRSR Holdings Pvt. Ltd. The directions against B. Rama Raju and B. Ramalinga Raju were: 

 

 

(i) prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 14 years.

 

(ii) disgorge an amount of Rupees Twenty-Six Crore Sixty-Two Lac and Fifty Thousand with simple interest at the rate of 12% per annum from 7th January 2009.

 

(iii) jointly and severally along with B. Suryanarayana Raju and SRSR Holdings Pvt. Ltd. disgorge an amount of Rupees Eight Hundred and Thirteen Crore Forty Lac Sixty-Nine Thousand, Six Hundred and Fifty-Eight with simple interest at the rate of 12% per annum from January 7, 2009.

 

The press statement issued by DSK Legal further said on the disgorgement issue, the Securities Appellate Tribunal observed that the Whole Time Member had adopted the “net profit” method, namely, the difference between the cost of acquisition of shares and the amount realized by sale less statutory taxes. 

 

It further observed that while computing the unlawful gain in the matter of Ramalinga Raju and Rama Raju, the Whole Time Member held that they did not provide any information regarding the cost of acquisition and, therefore, an adverse inference was drawn and the value of the shares was taken as ‘nil’ as a result, the entire sale value was taken as the unlawful gain. The Securities Appellate Tribunal has held this entire approach of the Whole Time Member is patently erroneous as the burden to quantify unlawful gains is on the SEBI and they cannot shift this burden.

 

The Securities Appellate Tribunal observed that where shares purchased were historic and includes bonus shares and these shares have grown in value over the years, in such cases, the calculation of unlawful gain by taking the value of the original cost of acquisition would not be the appropriate method, the press statement said. 

 

The Appellate Tribunal further observed that taking the original cost of acquisition without taking into consideration the market value of the shares, in our opinion, would lead to a faulty calculation of unlawful gain. It held that the Whole Time Member fell in error in not considering the intrinsic value of shares. 

 

The Securities Appellate Tribunal held that the direction of the Whole Time Member to disgorge the amount jointly and severally also cannot be sustained and that the unlawful gains against each appellant has to be calculated separately which amount is required to be paid individually by the appellant, DSK Legal. said

 

The Securities Appellate Tribunal has set aside the order of disgorgement and directed the Whole Time Member to decide the issue of disgorgement afresh on merits. The Tribunal has observed that interest becomes payable after the computation of the disgorgement is made. Once the amount of disgorgement was set aside, the imposition of interest on it was automatically set aside. 

 

All the appeals have been allowed by the Securities Appellate Tribunal, matters have been remitted back to the Whole Time Member with directions to pass a fresh order within four months after giving opportunity of hearing to all the appellants on the following issues:

 

 

 

1. The Whole Time Member will consider the intrinsic value while calculating the unlawful gain. 

 

2. The unlawful gain, if any, will be calculated individually for all the appellants by the Whole Time Member. 

 

3. The Whole Time Member will consider the issue on interest. 

 

4. The Whole Time Member will reconsider the issue on period of restraint afresh for all the appellants. 

 

5. The Whole Time Member will reconsider the issue on pledge of shares. 

 

 

 

The Legal Team comprised Senior Advocate Gaurav Joshi for Ramalinga Raju and Senior Advocate Ashok Gupta for Rama Raju. The DSK Legal member was Nirav Shah (Partner).

In FAO-5574-2002 (O&M)-PUNJ HC- P&H HC modifies MACT award as no amount was awarded towards special diet, pain and sufferings as well as attendant charges
Justice Alka Sarin [16-01-2023]

 


 

Read Order: Manjinder Singh v. Daya Ram and Others

 

Monika Rahar

 

Chandigarh, January 17, 2023: While dealing with an appeal against the award of the Tribunal in a motor accident, the High Court of Punjab and Haryana has held that only an amount of Rs. 21,299 towards medical expenses was awarded and no amount was awarded towards attendant charges, special diet, pain and sufferings.

 

Thus, the Bench of Justice Alka Sarin held,  "Keeping in view the fact that minimum wages at the relevant time were Rs.2,000/- per month and for a 24 hour attendant for one month, the attendant charges would have been Rs.4000/- and since the injured appellant remained admitted for a period of two months, an amount of Rs.8,000/- is awarded towards attendant charges. An amount of Rs.5,000/- is also awarded towards special diet and an amount of Rs.50,000/- towards pain and suffering. The amount awarded towards medical bills as well as the  interest component awarded by the Tribunal would remain the same."

 

The present appeal was filed against the award of the Motor Accident Claims Tribunal, Karnal (‘Tribunal’) whereby an amount of Rs. 21,299/- was awarded towards medical bills to the injured-appellant.

 

The injured-appellant in the present case had suffered multiple injuries in the accident. His leg was fractured, he also received various injuries on his head and other parts of the body. As per the impugned award passed by the Tribunal, PW4- Dr. Rakesh Girdhar stated that the claimant-appellant remained admitted in General Hospital, Karnal for almost two months and later he was treated as an OPD patient. 

 

Discharge summary was also placed on the record, thereafter, the injured-appellant as per the sixth witness, Dr. S.C. Singal remained admitted in his clinic because of Hepatitis B.

 

The injured-appellant's counsel contended that only an amount of Rs. 21,299/- towards medical expenses was awarded and no amount was awarded towards attendant charges, special diet, pain and sufferings. 

 

Per contra, the counsel for the insurance  company vehemently contended that sufficient amount was awarded.

 

After hearing the parties, the Court observed that in the present case, the High Court was handicapped in view of the fact that the present was a burnt case and was reconstructed with the help of  the counsel. The fact that the record of the Tribunal was not available, was noted by the Bench. 

 

However, from a perusal of the award, the Court observed that the injured-appellant remained hospitalised for over a period of two months and the Tribunal awarded  only an amount of Rs.21,299/- towards medical bills. 

 

"No amount has been awarded under the heads of attendant charges, special diet and pain and sufferings", the Bench added. 

 

Keeping in view the fact that minimum wages at the relevant time were Rs. 2,000/- per month and for a 24 hour attendant for one month, the attendant charges would have been Rs. 4000/- and since the injured appellant remained admitted for a period of two months, an amount of Rs. 8,000/- was awarded towards attendant charges. 

 

"An amount of Rs.5,000/- is also awarded towards special diet and an amount of Rs.50,000/- towards pain and suffering. The amount awarded towards medical bills as well as the interest component awarded by the Tribunal would remain same", the Bench added. 

 

Modifying the compensation, the Bench added, "The amount of Rs.63,000/- shall also attract interest @ 9% per annum from the date of filing of the claim petition till the realization of the entire amount."

 

It was thus made clear that award was modified only to the extent aforementioned and the recovery rights given to respondent -Insurance Company were maintained.

 

Ashurst, Indian Law Partners & Schoenherr advise HS Timber Group, Blue Minds on sale of Germany’s GMB & Interfloat to Borosil Renewables

By LE Desk

 

New Delhi, December 22, 2022:  Ashurst Germany, Indian Law Partners (ILP) and Schoenherr Attorneys, Austria have advised Austrian HS Timber Group and Blue Minds on the sale of Interfloat Corporation and GMB Glasmanufaktur Brandenburg GmbH to Borosil Renewables Ltd, an Indian listed company.

 

Indian Law Partners (ILP) advised HS Timber Group and Blue Minds on the Indian law aspects, led by a team of Partners Gopika Pant & Vineet Gupta and assisted by Counsel Nishant Kulhari, Senior Associate Shradha Sharma and Associates Vinayek Mehra & Shweta Chadha, the Law Firm said in a press statement..

 

Ashurst Germany, led by Counsel Volker Germann and Schoenherr Attorneys, Austria led by Partners Christian Herbst and Maximilian Lang acted as international counsel for HS Timber Group and Blue Minds.

 

The consideration in the deal involved both cash consideration and share swap, the statement said.

 

Based in Vienna, HS Timber Group is one of the leading wood processing companies in Europe. Blue Minds Group, a private equity group, specialises in innovations in the energy and infrastructure sectors and operates from Vienna, Munich, and Tel Aviv.

 

Liechtenstein-based Interfloat and Germany-based GMB Glasmanufaktur Brandenburg specialise in the production and distribution of solar-glass and special types of glass for photovoltaic applications and green houses.

 

Borosil Renewables is engaged in the manufacturing of low-iron-textured solar glass for applications in photovoltaic panels, flat-plate collectors, and greenhouses.

 

DSK Legal advises Kotak Investment Advisors for real estate investments in India

LE Desk


New Delhi, November 28, 2022: DSK Legal has advised Kotak Investment Advisors Limited (KIAL) in relation to the closure of KIAL’s 13th real estate fund for opportunistic real estate investments in India, the Law Firm has said.


This fund will have a corpus of USD one billion, secured through an investment of USD five hundred million from a wholly owned subsidiary of Abu Dhabi Investment Authority (ADIA) and is domiciled in Gujarat International Finance Tech City (GIFT City), DSK Legal said in a press statement.


The Law Firm assisted KIAL in reviewing, negotiating and revising the contribution agreements, investment management agreement and the trust deed and drafting and reviewing of all other ancillary documents related to the transaction.


The team representing DSK Legal comprised of Mr. Hemang Parekh (Partner), Ms.Saumya Malviya (Senior Associate) and Ms. Sharmishtha Bharde (Associate), it said.

DSK Legal advises, assists FINN Partners in acquisition of health communication & marketing agency SPAG

By LE Desk

 

New Delhi, November 23, 2022:  DSK Legal advised and assisted FINN Partners Limited in respect of its acquisition of health communication and marketing agency SPAG Consultants Private Limited to expand its healthcare operations and its footprint in Asia, the Law Firm has said.

 

DSK Legal assisted in, inter-alia reviewing, negotiating and finalizing of the transaction documents, including regulatory filings, in relation to the transaction, the Firm said in a press statement.   

 

The team representing DSK Legal comprised of Mr. Kunal Mehra (Partner), Mr. Danish Khan (Principal Associate) and Mr. Aakrit Aditya Sharma (Associate). The sellers were represented by Axia Legal.

 

With multiple offices in India alongside Indonesia, Malaysia, the Philippines and Singapore, SPAG helps biopharma companies, health providers and health trade associations with marketing and communications, the statement said.

DSK Legal advises i3 Verticals in USD 85 Million deal

LE Desk

 

New Delhi, November 12, 2022: DSK Legal has advised i3 Verticals, Inc. on the Indian-leg of its acquisition of a leading provider of enterprise software solutions for the motor carrier and motor vehicle markets in the U.S. States and Canada, with effect from October 1, 2022. This is i3’s second largest acquisition to date and the deal value is USD 85 Million, the Law Firm has said.

 

DSK Legal assisted i3 on all legal aspects of the transaction, including conducting due diligence, reviewing, negotiating, finalising the transaction documents and providing assistance for closing and post-closing requirements from Indian law perspective, the Law Firm said in a press statement. 

 

Frost Brown Todd LLC acted as the foreign counsel and advised i3 on the laws of U.S. Spencer Fane LLP (as the foreign counsel) and Khaitan & Co. (as the Indian counsel) represented the sellers on the transaction.

 

The team at DSK representing i3 comprised of Mr. Harvinder Singh (Partner), Ms. Shruti Dogra (Principal Associate), Mr. Manhar Gulani (Senior Associate) and Ms. Nida Negi (Associate).  Mr. Aparajit Bhattacharya (Partner) acted as the lead engagement partner for i3 on this transaction. 

 

The due diligence team included Ms. Shruti Dogra (Principal Associate), Mr. Manhar Gulani (Senior Associate), Mr. Archit Gupta, Ms. Nida Negi, and Ms. Vaishnavi Srivastava (Associates), the statement said.

 

i3 is a NASDAQ listed company which delivers seamless integrated payment and software solutions to customers and end users in strategic vertical markets. Building on its sophisticated and diverse platform of software solutions, i3 creates and acquires software products to serve the specific needs of public and private organizations in its strategic verticals that include Public Sector, Healthcare and Education, among others.

DSK Legal advises Sunteck Lifespace, Sahyadri Group in separate deals

LE Desk

 

New Delhi, September 15, 2022: DSK Legal has advised and assisted Sunteck Lifespace Private Limited in respect of acquisition of development rights of a property measuring about 28,935 square meters in Maharashtra’s Thane district, the Law Firm has announced.

 

The project is estimated to have development potential of approx. 2.5 million square feet of built up area and a revenue potential of around Rs.3000 crore, it said.

 

The Firm has also advised and assisted Sahyadri Farmers Producer Company Limited and its group companies in relation to foreign investments raised in Sahyadri Farms Post Harvest Care Limited (SFPHCL), the subsidiary of Sahyadri Farmer Producer Company Limited (SFPCL). SFPHCL has raised ₹310 crore growth capital from group of impact-focused investors namely, Incofin, Korys, FMO and Proparco, DSK Legal said in a press statement. 

 

For Sunteck, DSK Legal assisted in inter alia (i) conducting a due diligence in respect of the Property and issuing a Memo; and (ii) drafting, reviewing, revising, negotiating and finalizing the transaction documents i.e. development agreement, power of attorney, ancillary deeds, letters and writings, thereto.

 

The team representing DSK Legal comprised of Mr. Sagar Kadam,  Partner, Ms. Mitali Naik, Associate Partner, and Ms. Ekta Sawant, Senior Associate. Mr. Sajit Suvarna, Deputy Managing Partner acted as the lead engagement partner for the transaction, the statement said. The Owners were represented by Khaitan & Co. 

 

For the Sahyadri Group, the Law Firm said it assisted in conducting vendor’s due diligence of the following companies of the Sahyadri Group and assisted in identifying key legal issues before the investment transaction: (i) Sahyadri Farmers Producer Company Limited; (ii) Sahyadri Farms Post Harvest Care Limited; (iii)                Sahyadri Farms Supply Chain Limited; and (iv) Sahyadri Agro Retail Limited 

 

For this deal the DSK Legal team comprised of Mr. Niraj Kumar (Partner), Ms. Prachi Gupta (Principal Associate), Ms. Khushboo Khatreja (Of Counsel), Mr. Satendra Rai (Principal Associate), Mr. Shubham Khandelwal (Senior Associate), Mr. Diwankar Sethi (Associate), Ms. Pavneeka Parashar (Associate) and Ms. Rashi Tolani (Trainee). Alpen Capital acted as the exclusive strategic advisor to Sahyadri Farms for this transaction.

 

Sunteck Lifespaces Private Limited, is an offshoot of Sunteck Realty Limited, an Indian real estate developer based in Mumbai, India. Sunteck Realty Limited is known for its high-end residential properties which are classified under different brand names.

 

SFPCL is a producer company incorporated under Part IXA of the erstwhile Companies Act,1956 and is recognized as India’s leading agro-producing company.  This is the first of its kind international equity investment in a farmer-led organisation in India. Sahyadri would be using this capital to expand its fruit and vegetable processing capacity and set up a packhouse and biomass plant to generate electricity from Agri and food waste.

DSK Legal advises Equirus Capital, Motilal Oswal in IPO

LE Desk 

New Delhi, September 7, 2022: DSK Legal has advised Equirus Capital Private Limited and Motilal Oswal Investment Advisors Limited with respect to the initial public offering of 17,242,368 equity shares of Dreamfolks Services Limited.

The IPO was made through an offer for sale by Liberatha Peter Kallat, Mukesh Yadav and Dinesh Nagpal, who are Promoters of the Company, the Law Firm has said. 

The Red Herring Prospectus was filed with the RoC on August 17, 2022; the prospectus was filed on August 30, 2022 and the Company was listed on September 06, 2022 on BSE and NSE.  

DSK Legal assisted in inter alia (i) conducting due diligence; (ii) reviewing the Draft Red Herring Prospectus, Red Herring Prospectus and the final Prospectus for filing with SEBI, Stock exchanges and assistance in finalisation and filing of the same with Registrar of Companies; (iii) drafting responses to queries received from SEBI, Stock Exchanges, Depositories until the completion of all activities relating to the public offering; (iv) drafting of the consent letters and certificates taken from all intermediaries; (v) drafting and review of all agreements relating to the Offer (including Offer Agreement, Syndicate Agreement, Share Escrow Agreement, Cash Escrow and Sponsor Bank Agreement, Underwriting Agreement and agreement with Advertising agency, Registrar etc.); (vi) extending legal opinion for each stage of the public offering and (vii) preparation of deal bible.  

The team representing DSK Legal comprised of Gaurav Mistry (Partner), Avinash Poojari (Associate Partner), Akanksha Dubey (Principal Associate), Rishika Raghuwanshi (Associate), Jigar Sampat (Associate) and Maniya Goyal (Associate). Ajay Shaw acted as the lead engagement partner for the Transaction, the Firm said in a press statement. 

DSK Legal acted as Domestic legal counsel to the BRLMs, Bharucha and Partners acted as a legal counsel to the Company and Duane Morris & Selvam LLP acted as International Legal Counsel for the BRLMs, it said.