Our People

Some of the key assignments in these areas handled and being handled by Upendra include, inter- alia, the following: –

Mergers & Acquisitions / General Corporate Commercial

• Advised JSW Cement Limited in the 100% acquisition of Springway Mining Private Limited’s limestone bearing land in Madhya Pradesh.
• Advised AB Volvo in its joint venture with Eicher Motors Limited for the manufacture of commercial vehicles in India.
• Advised Dentsu Inc (a Japanese media and advertising company which is the market leader in Japan and has a global network spanning the Americas, Europe and Russia, Asia and North Africa), in relation to its joint venture in India.
• Advised Philips India Limited and its affiliates in relation to Philips’ acquisition of the business of Curapy Health Private Limited (Curapy), including the ‘Uvi Health’ app operated by Curapy, and several other mandates across general corporate and commercial matters.
• Advised Eoxis Asia Company Limited, an affiliate company of Platina Partners (Eoxis Asia), in its joint venture with Sunborne Energy Group where Eoxis Asia subscribed to 49% stake of Sunborne Energy Gujarat One Private Limited (Gujarat One). Gujarat One is a subsidiary of Sunborne Energy Services India Private Limited, a company engaged in the business of establishing, implementing and operating a solar power plant in State of Gujarat.
• Advised Pioneer Overseas Corporation in their acquisition of Cotton Germplasm Assets from Sri Nagarjuna Seeds Private Limited.
• Advised Magneti Marelli Holdings Limited, a leading European automobile company, in its joint ventures in India with:
  • Suzuki of Japan and Maruti of India;
  • Samvardhana Motherson Finance Limited;
  • SKH Metals Limited and SKH Sheet Metal Components Private Limited; and
  • Unitech Machines
• Advised Kaba Holding AG, a Swiss company in its Joint Venture with Minda Silca Engineering
• Advised Asia Pacific Breweries Limited, one of the key players in the international beer industry (popular brands being Tiger/Baron), in its joint venture with Jaipuria Beverages & Food Industries Private Limited, for setting up a green field brewery in Andhra Pradesh.
• Advised Incap Corporation a Finland based company on its acquisition of a contract manufacturing business unit from TVS Electronics.
• Advised InfraCo Asia Rajasthan, an infrastructure development company, in its Joint Venture with Avant Garde Infrastructure Private Limited, a company engaged in the business of developing gas fired power project in Rajasthan, India.
• Advised Key Safety Systems Inc., a leading global designer and manufacturer of safety-critical components and systems including air bags, seat belts and steering wheels, in its joint venture with certain Indian shareholders of Abhishek Auto Industries Limited.
• Represented Asia Pacific Breweries Limited in its acquisition of 100% of Aurangabad Breweries Limited, a company engaged in the business of brewing, bottling, marketing and distribution of beer in the States of Maharashtra and Goa.
• Advised Minda Industries Limited, an Indian automobile parts manufacturer in its joint venture with Valeo Securities, a French automobile manufacturing company.
• Advised InfraCo Asia Himalyan Hydra Pte Ltd., in relation to its joint venture with a Nepalase company for developing, owning and operating hydroelectric power projects and/or related construction
• Advised Heidelberg Cement Group, a multinational cements company, in its acquisition of 100% shareholding interest in Cochin Cement Limited.
• Advised Mitsui Corporation on setting up of a special economic zone (SEZ) in India in partnership with a couple of Indian companies one of them being a Government company.
• Advised Engineering and Construction major, Punj Lloyd Limited (PLL), acting through its wholly owned subsidiary in Singapore viz Punj Lloyd Pte Ltd, in acquiring a majority stake in SembCorp Engineers & Constructors (SEC), Singapore.
• Advised Italian automotive components manufacturer, Magneti Marelli S.p.A., in its Joint Venture with Talbros Automotive Components Ltd., a Faridabad based company with significant presence in the auto component manufacturing space.
• Advised MKU Private Limited, in its acquisition of a German company, AST Security Equipment GmbH involved in defense related activities.
  • Advised PVR Limited in relation to its proposed acquisition of cinema business of DT Cinemas Limited (owned by DLF Limited) by way of a slump sale. JSA advised PVR on structuring the acquisition of the cinema business of DT Cinemas and also advised on the exclusive leasing arrangement of future properties on a revenue sharing format. This leasing arrangement for future properties involved complex Real Estate law issues.
• Advised Asia Pacific Breweries Limited, Singapore (APB) in relation to the sale of its two breweries in India, owned by its wholly-owned Indian entities, Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited, to Heineken International B.V.
• Advised Religare Enterprises Limited in relation to its proposed investment in a telecom company. The transaction involved hugely complicated regulatory structure issues but did not materialize due to some business issues.
• Advised Tek Travels Private Limited and its promoters in the sale of 51% stake to MIH India Holdings Limited. Tek Travels is operating an online travel portal catering to the business-to- business
• Advised APG Strategic Real Estate Pool N.V, an entity floated by a Dutch pension fund manager, APG, for acquisition of approximately 49% stake in Lemon Tree Group companies, a Delhi based mid- market hotel group operating under brands such as “Lemon Tree Hotels” and “Lemon Tree Premier”.
• Advised and assisted Volvo India Private Limited is relation to transfer of its aero-engine product line business on a slump sale basis to GKN Sinter Metals Private Limited as part of a global acquisition
• Advised Zamil Industrial Investment Company, a Saudi Arabia based manufacturing and construction major in its 100% strategic buyout of its Indian Joint Venture Partner – Advantec Coils Private Limited (ACPL).

Real Estate Development

• Advised Hines India (a leading real estate private equity fund), as a precursor to sale of 50% shares of a joint venture company of Hines India and DLF (one of the biggest real estate developers in India), owning a premium commercial building situated in Gurugram. Assisted in identifying the issues in the underlying historical joint venture documents in relation to the development and title of developed building. There were significant and complicated issues relating to stamp duty aspects and the Director Town and Country Planning, Haryana (DTCP) regulations.
• Advising Claridges Group, a prominent business house in the hospitality sector, in connection with development of a special township project on a parcel of land admeasuring approximately 300 acres in the vicinity of Mumbai. Scope of work includes, conducting due diligence of land, structuring of the investment, advising on requisite approvals required to undertake the proposed project.
• Assisted Hines India in relation to acquisition of a prime piece of land admeasuring approximately 12 acres, situated at Udyog Vihar, Gurugram. As a part of the assignment, we advised the client on various aspects of Haryana State Industrial and Infrastructure Development Corporation Limited (HSIIDC) policies for allotment, terms and conditions for the development of the project, related advice on the joint venture agreement between Hines India and DLF; and finalization and execution of the conveyance deed. The land will be used for developing a premium commercial project.
• Advising Evista Homes & Resorts Pvt. Ltd. in setting up of a high end luxury villa resort in Himachal Pradesh. Scope of work includes, advising on appropriate licences and approval required from the State Government, lesioning with the official of the State Government and other relevant authorities, to ensure successful execution of the project.
• Advised PepsiCo in connection with a sale and lease back arrangement with Interglobe (Indigo Airlines) for its corporate headquarters situated at DLF Corporate Park, Gurgaon. Scope of work included drafting of the transaction documents and ensuring due compliance with the regulatory
• Advised Maruti Suzuki India Limited in purchase/acquisition and development of various land parcels pan India for developing company owned showrooms and service centres. Advice includes title due diligence, documentation and advice related to other operational and real estate matters.
• Maruti Suzuki, is a leading car manufacturing company and initiated this as a pilot project and the first of its kind, by developing ‘company owned facilities’ (showrooms and service centres) which will be leased to its distributors/dealers for undertaking the business.
• Advised Hamdard Laboratories (India) in relation to purchase of certain parcels of land /office building in Connaught Place, New Delhi (for its corporate office), Gurgaon (13 acres), Maharashtra (16,200 square meters (4 acres)) in relation to setting up of its cultivation and manufacturing units and approximately 350 acres of land in Aurangabad, Maharashtra for its cultivation of herbs and plants project, including due diligence, negotiations and transaction documents.
• Advised All India Plastics Manufacturers Association (AIPMA) in connection with purchase of an institutional building for setting up of an office and institute for training on various modules for the plastic industry. Advice includes title due diligence, documentation and advice related to other operational and real estate matters.
• Advised Michelin in relation to purchase of a parcel of land near Gurgaon for setting up of its research and development center and corporate office. Scope of work included advising on change of land usage, title due diligence, applicability of appropriate licenses / approvals from government authorities varying from Central to State level authorities, such as Environmental, DTCP etc.
• Advised a consortium of investors led by Dutch pension services provider APG, in their Rs 770 crore ($141m) co-investment in Godrej Properties’ Indian residential projects. Scope of work included, due diligence, structuring of the investments and advising on the transaction
• Advising PepsiCo in connection with its contractual arrangement with Pioneer Urban for construction and leasing of a ‘built to suit’ facility in Gurgaon; including conducting due diligence on the land and advising on Government related approvals.
• GDF Suez from France, in connection with complex legal due diligence, land use, forest land, etc. related issued in connection with a parcel of land ad-measuring approximately 995 acres in Andhra Pradesh. This was part of acquisition of Meenakshi Energy Pvt. Ltd. by GDF.
• Advising Cinepolis India Pvt. Ltd., one of the leaders in international movie exhibition business, in connection with legal due diligence on a large number of acquisitions of theatres located in malls or
• Cinepolis currently operates 383 screens under the brand names of Cinépolis, Cinépolis VIP, and Fun Cinemas. Cinépolis operates India’s biggest Megaplex – 15 Screen Multiplex in Pune and has brought innovative concepts to exhibition Industry in India.
• Advised Walton Street Capital, LLC, a US based, real estate focussed private equity fund, in connection with its proposed investment in one of the real estate township development projects, in conjunction with a domestic real estate group, based in NOIDA. Scope of work included, advising on complex issues relating to land acquisition by the state government and consequences of Supreme Court rulings in that context.
• Advised Reliance Power Transmission Ltd. one of the Reliance Group companies, in relation to acquisition of office space in Gurgaon for setting up its corporate office. Scope of work included conducting due diligence and drafting of the transaction documents.
• Advised Sterlite Power in connection with purchase of number of parcels of land for setting up of a power grid. Advice includes title due diligence and advice on related real estate matters.
• Advised Key Safety Systems Inc., a leading global designer and manufacturer of safety-critical components and systems including air bags, seat belts and steering wheels, in its joint venture with certain Indian shareholders of Abhishek Auto Industries Limited. Scope of work included advise on land acquisition and compensation enhancement related issues with the government and its
• Advised Emerson India and its group companies in connection with leasing of office spaces in DLF Cyber City Gurgaon, Mohali, Punjab and Noida, Uttar Pradesh; including conducting due diligences and drafting of definitive documents.
• Advising Claridges Group in conducting due diligence on a parcel of land admeasuring approximately 800 acres in Maharashtra for the purposes of developing a special economic zone.
• Advising Ab InBev, the largest beer manufacturer in the world, in connection with acquisition of various parcels of land and change of land use issues in Telangana, for expansion of its existing project.
• Advised Brahma Management – a US based private equity fund, in relation to its various proposed investments in real estate construction projects in India.
• Advising BEST KOKI in connection with a proposed ‘built to suit’ facility in
• Advised Himalayan Creamery Private Limited, a wholly owned subsidiary of Singapore based Petaluma Holdings Pte. Ltd., in its purchase of agricultural land admeasuring approximately 17.5 acres located at Village Rohti Moren, Tehseel Nabha, Punjab for the purpose of setting up a dairy farming project for conducting animal husbandry and allied activities.
• Advised Mitsui Corporation from Japan, in relation to setting up of a special economic zone (SEZ) in India in partnership with a couple of Indian companies one of them being a Government
• Advised AB Volvo in its joint venture with Eicher Motors Limited for the manufacture of commercial vehicles in India.
• Advised Dentsu Inc (a Japanese media and advertising company which is the market leader in Japan and has a global network spanning the Americas, Europe and Russia, Asia and North Africa), in relation to its joint venture in India.
• Advised Eoxis Asia Company Limited, an affiliate company of Platina Partners (Eoxis Asia), in its joint venture with Sunborne Energy Group where Eoxis Asia subscribed to 49% stake of Sunborne Energy Gujarat One Private Limited (Gujarat One). Gujarat One is a subsidiary of Sunborne Energy Services India Private Limited, a company engaged in the business of establishing, implementing and operating a solar power plant in State of
• Advised Pioneer Overseas Corporation in their acquisition of Cotton Germplasm Assets from Sri Nagarjuna Seeds Private Limited.
• Advised Magneti Marelli Holdings Limited, a leading European automobile company, in its joint ventures in India with:
  • Suzuki of Japan and Maruti of India;
  • Samvardhana Motherson Finance Limited;
  • SKH Metals Limited and SKH Sheet Metal Components Private Limited; and
  • Unitech Machines
• Advised Kaba Holding AG, a Swiss company in its Joint Venture with Minda Silca Engineering Ltd. Kaba is one the prominent leaders in the business of manufacturing locks and keys, worldwide and has now been merged with Dorma, to form one of the world’s largest companies in this field.
• Advised Asia Pacific Breweries Limited, one of the key players in the international beer industry (popular brands being Tiger/Baron), in its joint venture with Jaipuria Beverages & Food Industries Private Limited, for setting up a green field brewery in Andhra Pradesh.
• Advised Incap Corporation a Finland based company on its acquisition of a contract manufacturing business unit from TVS
• Advised InfraCo Asia Rajasthan, an infrastructure development company, in its Joint Venture with Avant Garde Infrastructure Private Limited, a company engaged in the business of developing gas fired power project in Rajasthan,
• Represented Asia Pacific Breweries Limited in its acquisition of 100% of Aurangabad Breweries Limited, a company engaged in the business of brewing, bottling, marketing and distribution of beer in the States of Maharashtra and Goa.
• Advised Minda Industries Limited, an Indian automobile parts manufacturer in its joint venture with Valeo Securities, a French automobile manufacturingcompany.
• Advised InfraCo Asia Himalyan Hydra Pte Ltd., in relation to its joint venture with a Nepalase company for developing, owning and operating hydroelectric power projects and/or related construction
• Advised Heidelberg Cement Group, a multinational cements company, in its acquisition of 100% shareholding interest in Cochin Cement
• Advised Engineering and Construction major, Punj Lloyd Limited (PLL), acting through its wholly owned subsidiary in Singapore viz Punj Lloyd Pte Ltd, in acquiring a majority stake in SembCorp Engineers & Constructors (SEC), Singapore.
• Advised Italian automotive components manufacturer, Magneti Marelli S.p.A., in its Joint Venture with Talbros Automotive Components , a Faridabad based company with significant presence in the auto component manufacturing space.
• Advised MKU Private Limited, in its acquisition of a German company, AST Security Equipment GmbH involved in defence related activities.
• Advised Asia Pacific Breweries Limited, Singapore (APB) in relation to the sale of its two breweries in India, owned by its wholly-owned Indian entities, Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited, to Heineken International B.V.
• Advised Religare Enterprises Limited in relation to its proposed investment in a telecom company. The transaction involved hugely complicated regulatory structure issues but did not materialize due to some business issues.
• Advised Tek Travels Private Limited and its promoters in the sale of 51% stake to MIH India Holdings Limited. Tek Travels is operating an online travel portal catering to the business-to-business
• Advised Standard Chartered Private Equity (SCPE) in its exit from Endurance Technologies, a company based in Aurangabad engaged in the manufacture of auto components by transferring its stake to Actis Advisors Private Limited (Actis) for an amount of US$ 71 million.
• Advised Radiant Investments, a UK based Private Equity Fund, in relation to its investment in MGI – a company dealing in automated operation theatres.

Private Equity

• Advised Actis Capital in its investment in Dalmia Cement (Bharat) Limited, a leading manufacturer of cement and sugar in India.
• Advised Brahma Management, a US based private equity fund, in relation to its various proposed investments in India
• Advised BTS Investment Advisors in a ` 360 million investment in a Delhi based company,
• Acted as legal advisors to CX Partners in an approximately ` 1.56 billion Private Equity investment in a Delhi based company, Matrix Cellular International Private Limited (Matrix). Matrix is one of the leading players in renting of international roaming subscriber identification module cards (commonly known as SIM Cards). The transaction involved both primary and secondary investment (including a complete buy out of an existing shareholder). Post the closing of the transaction, CX holds approximately 38.63% in the equity paid up capital of Matrix.
• Advised Platina Partners LLP, in relation to its investment in Resource Power Pvt. Ltd., through its Mauritian Company. Resource Power Pvt. Ltd. is engaged in the business of generating electrical, thermal, solar and various other kinds of energy and fuel gases.
• Advised India Industrial Growth Fund (Mauritius) Limited, a Private Equity Fund, on its investment in DTL Ancillaries Limited, a subsidiary of DTL India Holdings Limited, a company listed on the Uttar Pradesh Stock Exchange.
• Assisted and advised Knowlarity Communications Private Limited (Knowlarity) a Gurgaon based company that offers cloud-telephony-based solutions, with respect to an investment made into it by Sequoia Capital India Investment Holding III.
• Advised NEA Advisors, a US based private equity fund, in relation to its investment in RT
• Advised Newbridge Capital in its acquisition of substantial equity in the truck finance business of the Shriram Group of Companies.
• Advised Nexus Venture Partners (“Nexus”) in its investment in Druva Software Private Limited (“Investee Company”).
• Assisted Sohanlal Commodity Management Private Limited, a leading company focused on providing post-harvest agricultural solutions, in relation to an investment by Mayfield India and Nexus Venture Partners in it for ` 3.55 billion.
• Advised Standard Chartered Private Equity (Mauritius) II Limited, Standard Chartered Private Equity (Mauritius) III Limited on induction of Panasonic Corporation as a strategic investor in Firepro Systems Private Limited.
• Advised Standard Chartered Private Equity (Mauritius) II Limited, Standard Chartered Private Equity (Mauritius) III Limited on its exit from Firepro Systems Private Limited as part of Panasonic Corporation’s investment in Firepro.
• Advised on Standard Chartered Private Equity (Mauritius) II limited , Merlion India fund I limited, Jacob Ballas Capital India Private Limited and New York Life International Investment Asia Ltd in relation to their investment in Punj Lloyd Limited.
• Advised Standard Chartered Private Equity (SCPE) in its exit from Endurance Technologies, a company based in Aurangabad engaged in the manufacture of auto components by transferring its stake to Actis Advisors Private Limited (Actis) for an amount of US$ 71 million.
• Advised Radiant Investments, a UK based Private Equity Fund, in relation to its investment in MGI – a company dealing in automated operation theatres.