Law Firms NewsNews

   

DEAL DETAILS

Epack Durable Private Limited | Investment by Affirma Capital

NO

HEADINGS

DETAILS

1.

 

Sector

Electrical / Electronic Manufacturing

2.

 

Announcement Date

13 September 2022

3.

 

Completion Date

7 September 2022

4.

 

Name of Client

Epack Durable Private Limited

5.

 

Issuer Details

Epack Durable Private Limited | India

6.

 

Subscriber Details

Affirma Capital | Singapore

7.

 

Deal Description

Advised Epack Durable Private Limited in raising funds through primary investment from Affirma Capital.

8.

 

Total Consideration

Confidential

9.

 

Team Members

The core team consisted of Mayank Singh (Partner), Kairavi Shah (Senior Associate), Hitakshi Mahendru (Associate) and Suchita Vyas (Associate) with assistance with Palak Kumar (Associate) on execution aspects.

10.

 

Role of Firm

Khaitan & Co. represented Epack Durable Private Limited in raising funds through primary investment from Affirma Capital.

11.

 

Financial Advisors

Deloitte / KPMG

12.

 

Other legal advisors if any with names of Lead Lawyers

AZB & Partners

13.

 

Press Coverage

Epack Durable raises $40 mn in round led by Affirma (vccircle.com)

Law Firms NewsNews

   

DEAL DETAILS

Renesas Electronics Corporation | Proposed 100% acquisition of Steradian Semiconductor Private Limited

NO

HEADINGS

DETAILS

1.

 

Sector

Semiconductors

2.

 

Announcement Date

31-Aug-2022

3.

 

Completion Date

Ongoing

4.

 

Name of Client

Renesas Electronics Corporation

5.

 

Acquirer Details

Renesas Electronics Corporation | Japan

6.

 

Target Details

Steradian Semiconductors Private Limited | India

7.

 

Deal Description

Renesas Electronics Corporation, a TSE-listed company and a premier supplier of advanced semiconductor solutions, has entered into a definitive agreement to acquire 100% of Steradian Semiconductors Private Limited, a fabless semiconductor company based in Bengaluru, India, that focuses on 4D Imaging Radars, in an all-cash transaction.

8.

 

Team Members

The core team consisted of Zakir Merchant (Partner), Sarthak Sarin (Partner), Eklavya Malvai (Senior Associate), Vishakha Singh (Senior Associate) and Utsav Lohia (Associate) with assistance from the following:

Intellectual Property aspects: Nishad Nadkarni (Partner), Janaksinh Jhala (Principal Associate) and Udita Kanwar (Senior Associate);

Employment aspects: Deepak Kumar (Partner) and Archika Dudhwewala (Senior Associate)

Tax aspects: Vinita Krishnan (Director), Sneh Shah (Principal Associate) and Jimmy Bhatt (Principal Associate)

Competition law aspects: Pranjal Prateek (Partner) and Armaan Gupta (Associate)

9.

 

Role of Firm

Khaitan & Co assisted and advised Renesas Electronics Corporation on their proposed 100% acquisition of Steradian Semiconductor Private Limited, a 4D Imaging Radars-focused fabless semiconductor company based in Bengaluru, India, as India counsel.

10.

 

Other legal advisors if any with names of Lead Lawyers

Morrison & Foerster LLP acted as the global counsel for Renesas Electronics Corporation and was represented by Gary Mitchel Smith (Partner), Rika Saeki (Of Counsel), Adam S. Harris (Associate), Ani Hamparsumyan (Associate), Chantelle S. Southerland (Associate) and Letian Ge (Associate)

11.

 

Press Coverage

https://www.renesas.com/us/en/about/press-room/renesas-acquire-steradian-expand-its-reach-radar-market https://www.businesswire.com/news/home/20220830006036/en/Renesas-to-Acquire-Steradian-to-Expand-Its-Reach-in-the-Radar-Market https://www.businesstoday.in/latest/corporate/story/japanese-fab-manufacturer-renesas-to-acquire-indias-fabless-steradian-346073-2022-09-01

Law Firms NewsNews

   

DEAL DETAILS

Wow Momo Foods Pvt Ltd | Series D round of funding from Oaks Consumer Fund-I and V’Ocean Investments Ltd

NO

HEADINGS

DETAILS

1.

 

Sector

Food and Beverages

2.

 

Announcement Date

05-Sep-2022

3.

 

Completion Date

13-Sep-2022

4.

 

Name of Client

Wow Momo Foods Pvt Ltd

5.

 

Issuer Details

Wow Momo Foods Pvt Ltd | India

6.

 

Subscriber Details

Oaks Consumer Fund-I | India
V’Ocean Investments Limited | Mauritius

7.

 

Deal Description

Advised Wow Momo Foods Private Limited in relation to their INR 125 crore Series D round of funding from Oaks Consumer Fund-I and V’Ocean Investments Ltd, by way of issuance of equity shares and compulsorily convertible preference shares.

8.

 

Total Consideration

INR 125 crore (USD 16 million)

9.

 

Team Members

The core team consisted of Arindam Sarkar (Partner), Prithwijit Gangopadhyay (Partner), Sruti Baid (Senior Associate), Anwesha Sinha (Associate), Karishma Sethia (Associate), Ribhu Mukherjee (Associate) with assistance from the following:

 

Assisted with intellectual property related vendor due diligence: Shailendra Bhandare (Partner), Sourav Dan (Principal Associate)

10.

 

Role of Firm

We acted as transaction counsels to Wow Momo Foods Private Limited in relation to their Series D round of funding by way of issuance of equity shares and CCPS. The core team was involved in carrying out a vendor due diligence for the Client as well as drafting and negotiating multiple transaction documents.

11.

 

Other legal advisors if any with names of Lead Lawyers

JSA

12.  

Press Coverage

https://economictimes.indiatimes.com/tech/funding/wow-momo-foods-raises-rs-125-crore-in-funding-from-oaks-asset-management/articleshow/94067997.cms?from=mdr https://entrackr.com/2022/09/exclusive-wow-momo-kicks-off-series-d-round-with-16-mn/?utm_source=rss&utm_medium=rss&utm_campaign=exclusive-wow-momo-kicks-off-series-d-round-with-16-mn

Law Firms NewsNews

DEAL DETAILS

UpGrad Education Private Limited | Acquisition of Harappa Learning Private Limited

NO

HEADINGS

DETAILS

1. Sector Education Services
2.

Announcement Date

22-Jul-2022

3.

Completion Date

4.

Name of Client

upGrad Education Private Limited

5.

Acquirer Details

upGrad Education Private Limited | India

upGrad is in the business of facilitating higher education and industry relevant programs through a technology platform, and spans across segments like test prep to study abroad, and undergrad degrees to campus courses in 250 universities.

6.

Target Details

Harappa Learning Private Limited | India

Engaged in the business of training individuals for the development of cognitive social, emotional and behavioural competencies or other similar or complementary competencies by way of pedagogical and/ or assessment.

7.

Deal Description

Advised upGrad Education Private Limited in relation to: (a) acquisition of 76% share capital of Harappa Learning Private Limited, through secondary purchase from existing shareholders, as a combination of cash and share deal; and (b) terms and conditions for the subsequent merger of Harappa Learning Private Limited with and into upGrad Education Private Limited.

8.

Total Consideration

USD 390 million

9.

Team Members

The core team consisted of Monika Srivastava (Partner), Sanchit Agarwal (Partner), Nikita Bhuwania (Principal Associate), Prerna Kapur (Associate) with assistance from the following:

Assisted in the Intellectual Property Law aspects: Sourav Dan (Principal Associate), Rhea Ghanshani (Associate)

Assisted in the Employment Law aspects: Abhimanyu Pal (Principal Associate), Kruthi Murthy (Senior Associate)

Assisted in the legal due diligence of the Target: Jubin Jay (Associate), Manikya Manaswini (Associate), Shubhang Upadhyay (Associate)

10.

Role of Firm

The scope of work included advising on transaction structure, conducting a detailed legal due diligence, drafting, negotiation and finalization of transaction documents, including term sheet, share purchase, share swap and merger implementation agreement, employment agreements, etc. and assisting with signing and closing of the transaction.

11.

Financial Advisors

Transaction Square (for upGrad Education Private Limited)
Ernst & Young (for Harappa Learning Private Limited)
PricewaterhouseCoopers (for Bodhi Tree Systems VCC)

12.

Other legal advisors if any

Cyril Amarchand and Mangaldas (for Harappa Learning Private Limited)

AZB & Partners (for Bodhi Tree Systems VCC)

Law Firms NewsNews

DEAL DETAILS

National Investment and Infrastructure Fund (NIIF) | Acquisition of Stake in Navayuga Quazugund Expressway Private Limited

NO

HEADINGS

DETAILS

1.

Sector

Roads and Highways

2.

Completion Date

3.

Name of Client

National Investment and Infrastructure Fund

4.

Acquirer Details

National Investment and Infrastructure Fund

A Sovereign-linked Alternative Asset Manager operating in two distinct and attractive asset classes: Indian Infrastructure; Growth Equity. Over USD 4.3 billion assets under management.

5.

Seller and Target Details

Navayuga Group of companies | India | Seller
Navayuga Quazigund Expressways Pvt Ltd | India | Target

6.

Deal Description

Advised National Investment and Infrastructure Fund in relation to acquisition of stake by NIIF in Navayuga Quazugund Expressway Private Limited from Navayuga Engineering Company Limited, at an enterprise value of USD 380 Million. The four-laned 16.3 km expressway between Quazigund and Banihal Section of NH-1A developed and operated by Navayuga Quazugund Expressway Private Limited, includes a bi-directional 8.5 km continuous twin-tube tunnel stretch, one of the longest highway tunnels in India. The road provides a vital link between the two important cities in the region, Jammu and Srinagar.

7.

Total Consideration

8.

Team Members

The core team consisted of Akhil Bhatnagar (Partner), Anuj Sahay (Counsel) and Srijita Jha (Associate) with assistance from the following:

Due diligence: Prashant Kumar Singh (Principal Associate), Bhagirath Ashiya (Senior Associate), Sathyajith Nair (Senior Associate), Tavishi Srivastava (Senior Associate)

Competition Law aspects: Sagardeep Rathi (Partner), Ebaad Nawaz Khan (Senior Associate)

Banking and Insolvency/Structuring: Kumar Saurabh Singh (Partner), Ashwij Ramaiah (Senior Associate)

9.

Role of Firm

Khaitan & Co was involved in the structuring, drafting, negotiating and finalizing of transaction documents, and providing closing assistance to the Client.

10.

Other legal advisors if any

Shardul Amarchand Mangaldas & Co; Deepto Roy (Partner), Abhishek Guha (Partner), Abhijit Mukherjee (Principal Associate) and Rupal Pangati (Associate)

11.

Press Coverage

https://m.economictimes.com/industry/transportation/niif-acquires-navayuga-quazigund-expressway-in-jammu-kashmir/articleshow/92949214.cms

Op EdsOP. ED.

Rule 13 of Chapter II of Part VI of the Bar Council of India Rules under the Advocates Act, 1961 specifically state that:

  1. An advocate should not accept a brief or appear in a case in which he has reason to believe that he will be a witness, and if being engaged in a case, it becomes apparent that he is a witness on a material question of fact, he should not continue to appear as an advocate if he can retire without jeopardising his client’s interests.

Section 120 of the Evidence Act, 1872 only deals with who may testify as a witness and does not lay down any restriction or restraint on the advocate to be a witness in the case where he is acting as an advocate. A counsel for a party should not be his witness in the same case without retiring from the case as counsel. It is a sound principle that a person who is appearing as counsel should not give evidence as witness.

If, however, in the course of proceedings it is discovered that the advocate is in a position to give evidence and it is desirable that he should do so, his proper course is to retire from the case in his professional capacity. Failure to do the same would amount to professional misconduct under Section 35 of the Advocates Act, 1961. However, if the advocate knew or had reason to believe since the very beginning that he will be an important witness in the case, he has a choice either to appear as a witness or to appear as an advocate. Once he exercises the said choice and chooses to be an advocate in the case, then he cannot be examined as a witness on behalf of the opposite side by retiring from the suit at a subsequent stage.

It is against the etiquette of the Bar that a member of the profession should give evidence in the case in which he is engaged as counsel and no self-respecting counsel would be prepared to conduct a case for the defence after having been called as a witness for the prosecution. However, a practitioner, who is acting on behalf of one of the parties and conducting litigation for him is debarred under Section 126 of the Evidence Act, 1872 to disclose the communications made to him without the express consent of his client.

If, however, a court comes to the conclusion that a trial will be embarrassed by the appearance of an advocate who has been called as witness by the other side, and if, notwithstanding the court’s expression of its opinion, the advocate refuses to withdraw, in such a case, the court has inherent jurisdiction to require the advocate to withdraw. Nevertheless, a counsel is not incompetent to give evidence whether the facts to which he testifies occurred before or after his retainer. It should be noted that merely because the name of an advocate appears in the list of witnesses of opposite party, his vakalatnama does not automatically get relinquished.

However, recently in Kokkanda B. Poondacha v. K.D. Ganapathi[1] the Supreme Court has held that one of the parties in a suit cannot cite the advocate representing the other side as a witness in the list without indicating the purpose for the same. This will ensure that the other side is not deprived of the services of the advocate on frivolous grounds.

Conclusion

Therefore, in light of the above, an advocate can appear as witness in certain instances. However, it should be noted that an accused is entitled to be defended by a counsel of his choice and the prosecution cannot fetter that choice merely by serving subpoena on the advocate to appear as a witness. Furthermore, the Court is also bound to see that the due administration of justice is not, in any way, embarrassed by permitting the advocate to appear as witness.

 

* Associate, Khaitan & Co., New Delhi, email – susanah.naushad@khaitanco.com

[1]  (2011) 12 SCC 600.