Article Type: About

HSA Advocates advised Greaves Cotton Ltd and Greaves Electric Mobility Pvt Ltd in acquisition of shareholding in Bestway Agencies Pvt Ltd

HSA Advocates advised and assisted Greaves Cotton Limited and Greaves Electric Mobility Private Limited (previously known as Ampere Vehicles Private Limited) (Greaves Electric Mobility) in the latter’s acquisition of 26% shareholding in Bestway Agencies Private Limited (BAPL) from its exiting shareholder.

Greaves Cotton Limited is a leading and publicly traded mechanical and engineering company, while Greaves Electric Mobility is its e-mobiliity arm and one of the leading players in the electric vehicles segment in India. BAPL sells e-rickshaws under the popular brand ELE.

With the conclusion of this acquisition, Greaves Electric Mobility has acquired 100% stake in BAPL strengthening Greaves Electric Mobility’s position as one of the largest end-to-end players in the last mile mobility segment catering to 85% of the consumer demand.

HSA assisted in advising on the transaction, along with drafting of the definitive agreements.

The HSA team was led by Saurya Bhattacharya (Partner – Mumbai & Head – Kolkata) with assistance from Sarjana Pandey, Associate.

The Greaves legal team comprised of Atindra Basu (General Counsel and Company Secretary) along with Kanika Shukla, (AGM Legal), Kamlesh Kulkarni (Deputy Company Secretary) and Divya Shetty (Executive Legal and Company Secretary).

HSA advised ACME Solar Holdings (ACME) on the divestment of 2 (two) solar power plants with a total capacity of 100 MW at the Pavagada Solar Park in Karnataka to Amplus Energy Solutions (backed by Petronas) for an aggregate value of INR 8 Billion (~USD 109 Million). This deal is ACME’s second asset sale to date and involves the sale of 100% economic interest in the SPV holding of two solar power plants.

ACME Group is one of India’s fastest-growing companies in the solar energy sector having a portfolio of 5 GW and Amplus is a member of Petronas and owns and manages a portfolio of 650+ MWp of operational and under construction distributed solar assets across India.

HSA provided full transaction support to ACME by assisting in reviewing, negotiating and finalizing the transaction documents along with advising on the ancillary aspects of the transaction. HSA team was led by Sunando Mukherjee (Partner) along with Krishaal Morjaria (Associate) and Shruti Sundararajan (Associate). Amplus Energy Solutions was advised by L&L Partners.

Cold Love Ice Cream Private Limited (Company) is an artisanal all natural ice cream brand present across the Delhi NCR region. Despite Covid-19’s impact on the F&B industry, the company has achieved robust growth rates built on a delivery-only model and is backed by hygienic kitchen and delivery processes and strict quality standards.

In a rather complex transaction, multiple investors picked up approximately 10% of the Company (deal-size and other details remain confidential). HSA provided comprehensive transaction support and advised the Company and the founders on strategy, structuring, documentation, negotiation and execution. This transaction was led by Dipti Lavya Swain (Partner – Corporate & Commercial).

HSA is pleased to announce the addition of Manan Shukla to the Firm. Manan joins us as a Partner in the dispute resolution practice and will be based in the New Delhi office.

Manan’s practice has focused on maritime law and domestic and international commercial arbitration and litigation. With over 14 years of experience in the field of dispute resolution, he has independently handled several arbitration matters and has also appeared and argued cases before several high courts and the Supreme Court of India. Manan has significant international experience and has been involved in arbitration proceedings and commercial litigation matters in Dubai, Hong Kong, London, and Singapore.

Manan is a member of the ‘Young International Arbitration Group’ with the London Court of International Arbitration, as well as a member of the ‘Young Arbitrators Forum’ with the International Chamber of Commerce.

With this addition, HSA has strengthened its core dispute resolution capabilities and its ability to support clients in domestic and international arbitrations. Prior to joining HSA Advocates, Manan was a senior lawyer with Agarwal Law Associates, prior to which he has had international experience working with leading law firms in Dubai and Singapore.

Background facts: A petition was filed by Jaiprakash Power Ventures Limited (JPVL) before the Uttar Pradesh Electricity Regulatory Commission (UPERC) in respect of its 400 MW Vishnuprayag Hydro Electric Project challenging the recovery initiated by Uttar Pradesh Power Corporation Limited (UPPCL) on account of excess reimbursement made by UPPCL of taxes on income and payment of secondary energy charges in the tariff paid to JPVL.

Order: In a significant order dated June 12, 2020 passed by UPERC in favor of UPPCL, the Commission unequivocally confirmed the intent of the UPERC Tariff Regulations (as amended from FY 2014 onwards) and stated that the Regulations would override any inconsistent provisions contained in Power Purchase Agreements approved by the UPERC in the past, especially in the context of secondary energy charges. Additionally, UPERC’s order also confirms that generators in the State of UP would be entitled to reimbursement of taxes on income strictly in accordance with the UPERC Tariff Regulations, 2014 and subject to actual payment of the same as certified by statutory auditors.

Our view: This order is important in that it upholds the principle of ‘Regulations overriding the PPA’ and clarifies pertinent aspects regarding payment of secondary energy charges for hydro power plants. This order puts an end to the attempt on the part of the generating companies to enrich themselves at the cost of the consumers by claiming the tariff pass-through of taxes on income on a notional basis, without shelling out a penny from their own pockets.

HSA Advocates Partners Hemant Sahai and Puja Priyadarshini along with Associate Nived Veerapaneni were involved in strategizing, drafting the pleadings and contesting the matter on behalf of UPPCL before the UPERC and securing a favorable order for UPPCL.

We are pleased to announce the addition of Sharmil Bhushan to the Firm. As a Partner based in the Mumbai office, her practice primarily focuses on BFSI.

With over 14 years of experience, Sharmil has advised various multinational and domestic companies as well as funds across sectors on various aspects of banking & finance including structuring and funds formation, inbound and outbound investments, securities market, strategic alliances, joint ventures, corporate and debt restructuring, resolution of distressed assets, enforcement of security, insolvency proceeding, general corporate and commercial transactions.

Her corporate advisory work comprises of deal structuring, conceptualization, negotiations, documentation, closing of corporate and commercial transactions including monitoring of pre and post-closing obligations. She also advises boards of listed and unlisted companies, on governance and other related issues.

Prior to joining HSA Advocates, Sharmil was working at Khaitan Legal Associates before which she worked with Essel Finance as their head of legal and compliance.

HSA is pleased to announce the addition of Amaresh Kumar Singh to the Firm. As a Partner based in the New Delhi office, his practice primarily focuses on real estate and civil and commercial litigation.

With over 25 years of experience in real estate, Amaresh has advised leading private equity funds, real estate developers, financial institutions, overseas funds and Government funds. Having in-depth knowledge and skills of researching on specific statutory enactments/rules and regulations governing each state, he has assisted clients with comprehensive title verification and due diligence of lands/properties on a pan India basis.

Amaresh has considerable experience in representing clients on matters of arbitration, writs, security enforcement, insolvency, company matters, criminal jurisdiction, property, title, tenancy and rent laws.

Prior to joining HSA Advocates, Amaresh was working at L&L Partners, before which he worked at Dua

Supreme Court dismisses appeals filed by AP DISCOMs questioning CERC’s jurisdiction

In a significant judgment, the Hon’ble Supreme Court of India on February 4, 2020 dismissed civil appeals filed on behalf of Andhra Pradesh DISCOMs questioning CERC’s jurisdiction in case of interstate generation and supply of electricity between Andhra Pradesh and Telangana.

This decision impacts various power generators involved in disputes with AP Discoms amounting to several thousand crores. These disputes were not being decided by the regulatory commissions because the issue of jurisdiction was pending disposal before the Supreme Court.

HSA Advocates spearheaded the entire strategy for early disposal of the matter in the Supreme Court led by Partners Hemant Sahai, Amrita Narayan, Pragya Ohri along with Associate Partner Nitish Gupta and Associate Samarth Kashyap represented Sembcorp Energy in this matter, which was led by Senior Advocate Maninder Singh.

Sunando Mukherjee joined HSA as a Partner in the New Delhi office. As a corporate lawyer, he specializes in corporate M&A and project finance transactions in energy and infrastructure projects.

Sunando has over 14 years of experience in advising clients on the entire spectrum of corporate transactions, including inbound and outbound M&A, structuring of investments, joint ventures, public-private partnership, public procurement regulations and long-term government supply contracts. He has also assisted public and privately held businesses, global banks, multi-lateral financial institutions and Government of India in relation to projects in India.

He joins HSA from Shardul Amarchand Mangaldas & Co, where he was a Partner in the corporate and commercial team.

Supreme Court dismisses the challenge to APTEL Judgment in the case of acquisition of Prayagraj Power Generation Company Limited (PPGCL) through a resolution process undertaken by SBI

The Hon’ble Supreme Court in its recent order dated January 20, 2020 has dismissed the challenge to APTEL Judgment involving issues of regulatory overreach and the statutory role of a regulatory commission while dealing with debt resolution efforts of lenders. In the present instance, lenders have attempted to explore a solution for a stressed power generation asset outside of IBC purview with the intent of minimizing the haircut that lenders are typically forced to absorb. This judgment will be helpful to similar efforts being undertaken by banks, which is likely to give a much-needed boost to much needed debt resolution efforts in India’s infrastructure and power generation sector.

Background facts: Renascent Power Venture Private Limited (Renascent), a WOS of Singapore based investment platform created by Tata, ICICI Ventures along with certain other international investors, had bid for the acquisition of PPGCL through a resolution process undertaken by SBI and other lenders under the umbrella of the RBI Guidelines. This resolution process adopted by SBI/lenders is first of its kind resolution of 1890 MW thermal power project, wherein bankers have attempted to explore a solution for the stressed asset outside of IBC purview, which will undoubtedly set a precedent for the industry.

This transaction required a prior approval from Uttar Pradesh Electricity Regulatory Commission (UPERC), for Renascent to step into the existing Power Purchase Agreement (PPA) with the UP-State utilities. During this process, UPERC had discounted the Tariff by INR 0.14/per unit for its erroneous understanding that Renascent shall make a windfall gain due to waiver of loan amount of INR 5000 crore by SBI/lead bankers, whereas Renascent’s total financial commitment in lieu of acquiring 75.01% equity ownership of PPGCL is INR 8223 crore, as against the proportionate figure of INR 8085 crore being the original project cost.

UPERC further fell into error by failing to appreciate that such discounting of tariff is in excess of its jurisdiction and that the transaction is by all means in the consumer interest, especially in terms of benefits being offered by Renascent for settling all pending disputes with UPPCL/DISCOMs and settlement of capital creditors and additional capital expenditure. HSA successfully represented Renascent in obtaining a favourable Judgment from Hon’ble Appellate Tribunal for Electricity (APTEL) dated September 27, 2019 which set aside the Order of UPERC and granted conditional approval by reducing the bid out PPA tariff. This Judgment of Hon’ble APTEL was the subject matter of challenge before the Hon’ble Supreme Court through a civil appeal that was filed by certain individuals claiming to be consumers of the State of UP and thereby being aggrieved of Hon’ble APTEL Judgment.

Order: The Hon’ble Supreme Court by virtue of its order dated January 20, 2020 has refused to grant leave for filing Appeal to certain individuals claiming to be aggrieved consumers of the State of Uttar Pradesh (Neeraj Shankar Saxena and Others vs UPERC & Ors) against the Judgment dated September 27, 2019 passed by APTEL.

Our view: The refusal of Hon’ble Supreme Court to grant permission for filing Appeal would deter any further challenge to the findings of APTEL which, through a detailed, cogent and weighty Judgment, has put to rest the controversy in favour of Renascent. APTEL has laid down the law in relation to the statutory role of a Regulatory Commission while discharging its regulatory functions under Section 86(1)(b) and Section 63 of the Electricity Act. APTEL has also observed that the waiver of loan amount by SBI/lenders cannot be taken as a windfall gain by Renascent, especially in terms of specific facts including that of sustainable vs unsustainable debt, the regulatory process of transparent and competitive bid process being in compliance of Section 63 of the Electricity Act is sacrosanct among such other.

The APTEL Judgment also gains significance regarding the statutory role of a regulatory commission while dealing with debt resolution efforts of lenders. Refusal of Hon’ble Supreme Court to entertain an appeal against APTEL judgment maintains the above highlighted and the much-needed certainty to a debt resolution plan of a stressed asset where the provisions of IBC are not invoked.

HSA Advocates Partners Hemant Sahai, Apoorva Misra and Shreshth Sharma along with Principal Associate Molshree Bhatnagar successfully represented Renascent.