Sugandha Somani Gopal

Sugandha has over 15 years of work experience in all aspects of legal, regulatory, policy, commercial, strategy and compliance related issues arising in power projects (generation, transmission, distribution and trading), infrastructure projects (airports, ports, highways, metro railways, high speed rail) including public procurement and public private partnership projects, green hydrogen, carbon markets, electric vehicles, charging infrastructure and battery storage.

She has advised on policy, legal and regulatory framework suitable to promote development of energy and infrastructure sectors to several ministries / bodies of central and state governments, developmental financial institutions (the World Bank, ADB, UN), policy think tanks and non-profit organisations.

She has also advised on tender and bid-related processes issued by both public and private organizations. This includes drafting and reviewing of tender documents, advisory on issues relating to public procurement, risk analysis and mitigation measures under standard bid documents.

She has led negotiations and structured investments in complex transactions, including advising clients on mergers & acquisitions, investments and financing infrastructure projects (involving extensive due diligence and advising on transaction documents). She also regularly advises clients on project implementation related issues arising under concession agreements, EPC and O&M agreements.

Sugandha has assisted clients on development of climate friendly and sustainable business models by advising on green credit programme, carbon markets (including trading of carbon credits, drafting of agreements for development of carbon projects), virtual power purchase agreements, renewable energy based captive power purchase agreements, et. al.

She has also been involved in various aspects of dispute resolution including evaluation of contractual arrangements / regulatory and legal framework to facilitate compliance and advising clients on processes to avoid / mitigate risks in the conduct of business; providing strategic advice & opinions; drafting pleadings, briefing counsel; representing clients and appearing before judicial / quasi-judicial bodies – both in original and appellate stages, including before the Supreme Court of India, High Court of Delhi, and the Appellate Tribunal for Electricity, Telecom & Disputes Settlement Appellate Tribunal (TDSAT), Electricity Regulatory Commissions, and Competition Appellate Tribunal.

Sugandha has a MSc. in Global Energy and Climate Policy from SOAS, University of London. As a part of the course, she undertook research on EU Emissions Trading Scheme and her dissertation related to policy on solar projects in India, UK and Spain. She is currently a member of the Technical Working Group advising Network for Certification and Conservation of Forests on the legal and regulatory framework for establishing a voluntary carbon market in India.

 

Memberships

  • Bar Council of Delhi

 

Seminars

  • Speaker in a Webinar on Battery Storage and Contracts for Differences jointly organised by JSA and Pillsbury, London in 2020
  • Speaker in a Webinar on Virtual PPAs, jointly organised by JSA and Pillsbury, London in 2021
  • Speaker, in a webinar organized by WWF on virtual PPAs in 2021.
  • Conducted a ‘Workshop’ on issues and learnings in Public Private Partnerships for state government officials of north-east in Guwhati, on behalf of Ministry of Finance.

 

Publications

  • Lexology In-Depth: Environment and Climate Change Law – Edition 10 – India, January 2026
  • “The SHANTI Act opens a nuclear pathway: Lets proceed with care”, MINT, December 2025
  • “Charging Ahead: Aligning India’s EV Growth with Free Trade Agreements”, ET Auto, April, 2025
  • “Climate Change is taking centre-stage in India’s finance budgets…what next? , EPC World, 2022
  • “Environmental Law – Trends and Developments” Chambers & Partners, November, 2020
  • “Infrastructure – The Opportunity and Challenges” , ET Insights, February, 2019
  • India chapter in Chambers & Partners – Alternative Energy & Power 2019
  • “Rooftop solar power could be a game-changer for India despite challenges: Here is why”, CNBC, July 2019

 

Education

  • LL.B, Delhi University (2009)
  • MSc. Global Energy and Climate Policy, SOAS, University of London (2018)

 

Languages

  • English
  • Hindi

Regulatory and Policy

  • Advised Pimpri Chinchwad Municipal Corporation and Institute for Transportation and Development Policy on the implementation of Low Emission Zones (LEZs)in the OCMC region:
    • Undertook a multi-level legal and policy assessment across central, state, and municipal frameworks governing air quality, transport, and urban development;
    • Evaluated municipal authority powers to restrict high-emission vehicles and impose regulatory controls, including gaps in statutory mandates;
    • Identified institutional coordination requirements across transport departments, municipal bodies, and pollution control authorities;
    • Assessed legal risks and constraints in enforcement, including jurisdictional overlaps and delegation issues; and
    • Recommended implementation pathways, including appropriate legal instruments for levying LEZ charges for operationalising LEZs.
  • Advised the Transport Department Government of Maharashtra alogwith CRISIL on the legal and regulatory framework for congestion management instruments, including proof-of-parking policies and congestion pricing, involving analysis of statutory powers, evaluation of enabling provisions under applicable laws, identification of institutional and enforcement mechanisms, and recommendations on legally viable implementation frameworks.
  • Advised Ministry of New & Renewable Energy & Shakti Sustainable Energy Foundation in reviewing and revising the National Renewable Energy Act, 2015. As a part of the assignment participated in meetings to understand the technical content of the draft renewable energy bill, conducted an independent review of the draft Bill, undertook legal drafting of the Renewable Energy Bill considering:
    • Linkages with other existing and related legislations governing India’s energy and infrastructure sector.
    • Best practices from selected international legislations.
    • Stakeholder discussions and comments from 18 ministries and public comments received on the draft Bill.
    • Revised the Bill based on discussions with MNRE, Foundation and other identified experts, drafted a RE policy and proposed amendments to the Electricity Act 2003, finalised the Bill after public consultation/comments. Provided support in engagements around RE Bill, with the Government stakeholders.
  • Advised Ministry of Finance, Government of India in relation to the drafting of the Public Contracts (Resolution of Disputes) Bill, 2015, including review of the existing dispute resolution framework for public contracts and PPP projects, examination of international best practices, formulation of recommendations for a suitable dispute resolution mechanism in India, and redrafting and finalisation of the Bill in consultation with DEA and stakeholders.
  • Advised Ministry of Finance, Government of India / Asian Development Bank on various model concession agreements relating to public private partnerships. As a part of the assignment, reviewed and revised various model concession agreements relating to public private partnership in coal mining, state ports, brownfield airports and development of food silos.
  • Advised Ministry of Finance, Government of India on developing a legal framework for dispute resolution for infrastructure projects and recommending appropriate amendments in the existing Arbitration and Conciliation Act, 1996 for a robust dispute resolution mechanism.
  • Prepared for the World Bank, detailed reports analysing the gaps in the legal and regulatory framework for cross-border electricity trade in Bangladesh, Bhutan, India, Nepal and Sri Lanka, the barriers to trade, and measures to overcome such barriers. The assignment also entailed interactions and workshops with government departments and sector regulators of the countries involved, for discussions on the regulatory frameworks for cross border electricity trade.
  • Prepared for the United Nations Development Programme and Ministry of Environment, Forests & Climate Change a report analysing the legal and regulatory framework for emissions trading scheme in Europe and the UK and suggested best practices for setting up a carbon market in India.
  • Advised Abellon Private Limited on draft Regulations on Extended Producer Responsibility for Plastic Packaging, 2021. The assignment involved undertaking a comparative analysis of Extended Producer Responsibility frameworks in international jurisdictions and making suggestions with respect to the Draft Regulations issued in India.

 

Transactional Experience

  • Advised Neuen Green Energy Private Limited in relation to proposed acquisition of Aragorn Holding Company Two Pte. Ltd, a Macquarie group company. The assignment involved undertaking due diligence of 35 SPVs housing operational and under construction renewable energy projects and evacuation infrastructure, on compliances relating to approvals and permits, material contracts, corporate and secretarial compliances, financing documents, labour law compliances and advising on the Share Purchase Agreement.
  • Advised LeapFrog Investments as the lead investor in a USD 95 million equity investment in ReNew Green Energy Solutions Private Limited to acquire 11.3% stakes. The mandate, inter alia, involved undertaking comprehensive legal due diligence, including review of contractual arrangements entered into by the target and its subsidiaries.
  • Advised Sembcorp on the proposed acquisition of a portfolio of seven operational solar assets owned and operated by GRT Jewellers, including detailed diligence and risk assessment across regulatory, contractual and project-level parameters, and structuring considerations for the transaction.
  • Advised Patentes Talgo SLU and its wholly owned subsidiary Talgo India Private Limited in relation to its joint venture with Bharat Forge Infrastructure Limited for setting up a manufacturing platform for high-speed passenger trains in the Indian Railways sector. The assignment involved advising on structuring and establishment of the joint venture, which is proposed to undertake manufacturing, maintenance and lifecycle support of new generation, energy-efficient, lightweight aluminium high-speed trains, aligned with emerging opportunities and upcoming tenders issued by the Ministry of Railways.
  • Advised STT Global Data Centers India Pvt Ltd. in relation to investing, structuring, finalizing and negotiating the power sale agreements, shareholders agreements and other definitive agreements as well as due diligences for procuring power on captive sale basis for its business operations in India with respect to the following projects:
    • 37.5 MW solar power projects in Buldhana district, Maharashtra
    • 25 MW solar power project in Yavatmal district, Maharashtra
    • 30 MW solar power project in Tamil Nadu (KAS On Site Power Solutions LLP);
    • 8.45 MW wind-solar hybrid power plant in Ballari district, Karnataka (O2 Energy SG PTE Limited);
    • 35.65 MW wind-solar hybrid project in Beed district, Maharashtra (with TEQ Green Power XI Private Limited);
    • 28.275 MW wind-solar hybrid project in Maharashtra (with TEQ Green Power XI Private Limited);
    • 59.4 MW wind and solar projects in Tamil Nadu (with Clean Max Enviro Energy Solutions Limited);
    • 15 MW solar project in Amravati district, Maharashtra (with Clean Max Enviro Energy Solutions Limited); and
    • 52.50 MW wind project at Jath, Sangli District, Maharashtra (with Sunsure Energy Private Limited).
  • Advised Oyster Renewable Energy Private Limited in setting up a 21.6 MW wind-solar hybrid captive power project in Andhra Pradesh with Dalmia Bharat Limited. The assignment involved structuring, negotiating and finalising transaction documents including shareholders and share subscription agreement and power consumption agreement for supply of approximately 90 million units of energy annually.
  • Advised Jakson Green Private Limited in its acquisition of MRS Green Energy Pvt Limited, implementing a 100 MW solar project in Rajasthan. The assignment involved conducting legal due diligence on the target entity, advising and negotiation on the termsheet and transaction documents including the Share Purchase Agreement, Shareholders Agreement and other ancillary agreements.
  • Advised Deccan Fine Chemicals (India) Private Limited in relation to reviewing and negotiating a power purchase agreement and shareholders agreement for supply of power through inter-state transmission system from a wind-solar hybrid project (10.65 MW of solar, 10.8 MW of wind), for its facility in the state of Goa.
  • Advised Oyster Renewable Energy Private Limited in their acquisition of two companies which were developing wind energy projects of 78.6 MW and 163.2 MW capacities, respectively. Assignment entailed conducting a legal due diligence of the target companies, reviewing and negotiating clauses of the share purchase agreements and providing legal advisory on issues relating to change in control, achieving financial closure and furnishing technical connection data under the Central Electricity Regulatory Commission (Connectivity and General Network Access to the inter-State Transmission System) Regulations, 2022.
  • Advised M/s Medanta Holdings Private Limited in reviewing and negotiating a term sheet and other transaction documents for supply of power through intra-state transmission system from a solar group captive power project (73.4 MW), for its facility in the state of Uttar Pradesh.
  • Advised Rewa Ultra Mega Solar Limited in relation to development of 950 MW Solar + BESS park at Chhatarpur, Madhya Pradesh. The assignment involves conducting a legal and regulatory due diligence, preparing a bankable transaction structure and bid documents, and assisting with conduct of the bidding process for selection of the private developer(s).
  • Advised Powergrid Corporation of India Ltd on a slump sale for hiving off its telecom business. The assignment included undertaking the requisite due diligence relating to the business transfer and drafting the business transfer agreement.
  • Advised Convergence Energy Services Limited on its transaction documents, including power purchase agreement for its solar power project in Goa.
  • Undertook a due diligence exercise for Roadis Concessions India Private Limited in their proposed acquisition in Welspun Enterprises Limited for implementing Delhi – Meerut Expressway from km 0.000 to km 27.500 including 6/8 (six by eight) laning of NH – 24 from km 0.000 to km 49.346.
  • Advised Reliance Energy Transmission Limited, in connection with India’s first private sector transmission project to be implemented on a BOO format. As a part of the assignment, advised the client, on evaluating bankability related risks, assessing the central legal and regulatory framework as also the institutional structure under the new Electricity Act, 2003, suggested risk mitigation measures and reviewed and negotiated the Implementation Agreement, Power Transmission Agreement, and Indemnification Agreement.
  • Advised Reliance Energy Transmission Limited, a leading Indian infrastructure company in its Joint Venture with a Public Sector Undertaking in setting up a transmission network on a BOOT basis. As a part of the assignment, advised the client, on the bankability related risks, suggested risk mitigation measures, assessed the legal and regulatory framework as also the institutional structure, reviewed and negotiated the Implementation Agreement, Shareholders Agreement, Operation Interface Agreement, the Power Transmission Agreement, and Indemnification Agreement.
  • Advised Enerparc Energy Private Limited on the standardization of their Power Purchase Agreements (PPAs) for Gujarat and Karnataka. The assignment involved drafting PPAs under both third-party sale and captive transaction models for these states.
  • Advised Nishimura & Asahi/ JFE Engineering Corporation on the spin-off of eight special purpose vehicles (SPVs) of DP Jain & Co Infrastructure Private Limited, engaged in highway operation and maintenance. The engagement included conducting due diligence on the SPVs.
  • Advised JSW Neo on the potential acquisition of a ~370 MW solar power portfolio across seven states, comprising 21 SPVs owned by Macquarie Asia Infrastructure Fund. The assignment involved conducting due diligence and preparing a key legal issues report on the 21 SPVs.
  • The World Bank/ International Finance Corporation in relation to bankability review of the model agreements of Ceylon Electricity Board, Sri Lanka for setting up and sale of power from solar power projects in Sri Lanka.
  • Advised Jabalpur Transmission Company Ltd in Transmission system for system strengthening common for Western Region and Northern Region. As a part of the assignment advised on project implementation issues and project implementation strategy. The project involved Inter-State Transmission System for system strengthening common for Western region and Northern Region which comprises transmission lines of 810 Km – Dharamjaygarh- Jabalpur pool 765 kV 1 x D/C line and Jabalpur pool- Bina 765 kV S/C line.
  • Advised East-North Interconnection Company Ltd in Transmission system for enabling import of North-Eastern Region/Eastern Region surplus by Northern Region. As a part of the assignment, advised on project implementation issues and project implementation strategy. The project involved Inter-State Transmission System for enabling import of North-Eastern Region/Eastern Region surplus by Northern Region which comprises transmission lines of 426 Km: – Bongaigaon–Siliguri 400 kV quad D/C line and Purnea-Biharshariff 400 kV quad D/C line.
  • Advised Adani Green Energy Limited on transaction relating to purchasing storage capacity from pumped hydro project. The project related to advising on purchasing storage capacity from pumped hydro projects being set up by Greenko, to enable a group company of the Adani Group to set up round-the-clock renewable energy projects and involved detailed review of transaction documents.
  • Advised Superform Chemistries Limited in relation to procurement of power from a 60 MW solar energy captive generating plant to be set up in Gujarat. The assignment included review and negotiation of the transaction documents, including, share subscription agreement, shareholder’s agreement and power purchase agreement.
  • Advising Goldman Sachs in relation to their investment in renewable group captive power projects in Karnataka, with 2 subsidiaries of O2 Power. The assignment includes undertaking due diligence of the project developers, drafting of the power purchase agreements, share subscription agreement and share purchase agreement, as well as advising on the downstream investment compliances.

 

Engineering, Procurement and Construction (EPC) and Operation and Maintenance (O&M)

  • Advised Maruti Suzuki India Limited on the drafting and negotiation of an operation and maintenance agreement for a 105 MWp captive solar power project located in Sirsa district, Haryana.
  • Advised Hyundai Rotem Company on preparing a strategy for raising and defending claims with respect to implementing Ahmedabad Metro Rail Project Phase – 1. The advisory involved assisting the client in analysing the risks and mitigating various issues while implementing the contract for supplying 96 cars.
  • Advised CRRC India Private Limited, on issue arising with respect to setting up its manufacturing base in Andhra Pradesh. The assignment involves advising on claims and strategic issues arising against the contractor.
  • Advised ACME Cleantech Solutions Private Limited on the standardisation of the project agreements in respect of its portfolio of solar photovoltaic power plants. The exercise involved reviewing the EPC Contract and O&M Contract to highlight the key legal risks, proposing risk mitigation measures, and revising and suitably finalizing the agreements.
  • Advised Kabeli Energy Limited in reviewing tender documents including Power Purchase Agreement, Project Development Agreement (including EPC and O&M) and finalized the Particular Conditions of Contract for implementation of a hydro project in Nepal.

 

Green Hydrogen

  • Advised Hygenco Green Energies Private Limited on bid relating to Setting up Production Facilities for Green Hydrogen in India issued by SECI. The assignment involves advising the client with respect to reviewing the bid documents, structuring the transaction, and drafting the shareholder’s agreement for the special purpose vehicle for participating in the SECI tender.
  • Advised Hygenco Green Energies Private Limited on production-linked incentive (PLI) scheme for electrolysers. The assignment involves advising the client with respect to structuring the joint venture, including drafting heads of terms for the joint venture agreement.
  • Advised Hygenco Green Energies Private Limited on an agreement for supply of electrolysers. The assignment involves drafting, reviewing and finalising a supply agreement for supply of electrolysers from a electrolyser supplier for the client’s plant.
  • Advised Hygenco Green Energies Private Limited with respect to issues arising under an electrolyser supply agreement. The assignment involves advise on termination of an electrolyser supply agreement on account of defaults/breaches by the counterparty.

 

Nuclear Power

  • Advised Hitachi Energy India Limited on the legal and regulatory framework in relation to nuclear liability regime in India, particularly with respect to suppliers and contractors involved in nuclear power projects.
  • Advised Nippon Gear , supplier of air motor actuators for production of nuclear grade water for Heavy Water Plant, Manuguru. The advisory involved reviewing and analysing the nuclear energy legal and regulatory framework to assess liability of a supplier in this context and advising on the liability framework and recommendations to protect the client from any liability in relation to a nuclear accident.
  • Advised ANDRTIZ, a reactor colling pumps supplier on the legal framework regarding channelling of nuclear liability in India, in context of the Sustainable Harnessing and Advancement of Nuclear Energy for Transforming India Act, 2025, in relation to the supply of reactor cooling pumps for nuclear power plants.

 

Public Private Partnerships

  • Advised TATA Realty and Infrastructure Limited in connection with its bid for MOPA Airport, Goa. The assignment involved analysing the issues relating to conflict of interest and structuring the transaction and preparing a memorandum in this regard.
  • Advised TATA Realty and Infrastructure Limited in connection with its bid for Navi Mumbai International Airport implemented on a PPP basis. The assignment involved review of the bid documents, responding to the queries raised by the clients on various issues, drafting and finalising of structure, memorandum and bidding agreement and other documents related to the matter.
  • Advised Railway Board, Ministry of Railways on queries relating to redevelopment of stations and development of railway land for commercial use by Rail Land Development Authority and the role Indian Railway Stations Development Corporation Limited in relation to Model Station Redevelopment Concession Agreement on PPP format.
  • Advised SBI Capital Markets Limited / Government of Manipur on development of 6 hydro electric project on PPP format. The assignment included drafting all bid documents (RfP and RfQ and bid clarifications), power purchase agreements, escrow and hypothecation agreements, being a part of the pre-bid conferences and issuing clarifications on bid documents.
  • Advised Scania Commercial Vehicles India Private Limited in relation to bidding against a tender for procurement, operation and maintenance of AC green buses for Nagpur Urban Region.
  • Advised Obrascon Huarte Lain, S.A. on assessment and examination of Bid Documents to advise client regarding issues and risks associated with Mughalsarai – New Bhaupur section of Eastern Dedicated Freight Corridor. As a part of the assignment, assessed and examined Bid Documents to advise client regarding issues and risks associated with the Project.
  • Advised Convergence Energy Services Limited in relation to deployment of Electric Buses under the National Electric Bus Program Tender II.
  • Advised Indian Resource Trust in relation to reviewing and revising a concession agreement for engaging services of a software developer for the design, development, testing, deployment, and maintenance of modules within the Intelligent Transit Management System (ITMS) for the purpose of monitoring their bus operations.
  • Advised Kalyan Dombivli Municipal Corporation, Mumbai in setting up a PPP based maternity and cancer hospital which included reviewing and finalising the concession agreement.

 

Carbon Markets

  • Advised Network for Certification and Conservation of Forests on the legal and regulatory framework for establishing a carbon registry and a voluntary carbon market in India. As a part of the assignment advised on regulatory challenges relating to jurisdiction of regulators, on governance and enforcement mechanisms and reviewing the draft procedures and guidelines for recognition, verification, monitoring and issuance of credits as per the requirements of accreditation boards.
  • Advised International Carbon Exchange, a subsidiary of Indian energy Exchange in setting up the first exchange for carbon trading in India. The assignment involves providing assistance on various legal and regulatory issues, reviewing the trading transaction structure, reviewing and finalizing the business rules of the exchange and the underlying agreements.
  • Advised Network for Certification and Conservation of Forests to set up Carbon Registry – India (“CR-I”), one of the first voluntary carbon registries in India. The assignment involved advising on several aspects including on regulatory jurisdiction, reviewing of underlying contracts and other documents and participating in stakeholder discussions.
  • Advised Terra Natural Capital/ Baker McKenziewith respect to a nature-based green-house gas removal project in India being set up by an Indian subsidiary (SPV) of Climate Impact Partner, a company incorporated in the UK. The transaction includes advising on the current and foreseeable legal and regulatory framework relating to carbon markets in India, drafting transaction agreements including carbon waiver agreement, project implementation agreement (between the SPV and local implementation partner), and consultancy agreements, as well as drafting security related documents.
  • Advising Mirova/ Baker McKenzie with respect to setting up a regenerative agriculture based carbon project in India. The transaction includes advising on the legal and regulatory framework relating to carbon markets in India, transaction and security structures, drafting transaction agreements including Share Pledge Agreement, service agreement with the local implementation partner & project proponent and carbon rights agreement.
  • Advised Enerparc Energy Private Limited on their queries regarding the entitlement to green attributes associated with captive power plants, in cases where the Transaction Documents do not contain specific provisions or are silent on this aspect.
  • Advised Convergence Energy Services Limited in relation to drafting a global tender for monetizing the carbon credits from their rural LED program. The assignment included drafting of the main tender document (RFP), for sale of the carbon credits and reviewing the Energy Reduction Purchase Agreement.

 

Smart Meters

  • Advised Intellismart Infrastructure Private Limited in relation to bid documents issued for roll out of smart meter network. The assignment involved undertaking review of and advising on the bid documents.
  • Advised Intellismart Infrastructure Private Limited in relation to a tender for appointment of AMI service provider for Smart Meters. The assignment included reviewing the tender document, the Contract for appointment of AMI Service Provider and underlying corrigendum, identifying issues and preparing a risk matrix with respect to the risks and obligations under the tender and
  • Advised Intellismart Infrastructure Private Limited on issues under contracts for Meter Data Management System (MDMS) for Advanced Metering Infrastructure (AMI) Solution. As a AMI service provider for smart meters, IntelliSmart is required to execute sub-contracts with various vendors. In this assignment, we reviewed and advised IntelliSmart on issues relating to indemnity, IPR and on other matters in the contract to be executed with meter data management system provider relating to AMI.

 

Others

  • Advised Crompton Greaves Consumer Electricals Limited on energy consumption standards and star labelling display related requirements for electric ceiling fans, issued by BEE.
  • Advised Enel Green Power India Private Limited on the regulatory framework applicable to Virtual Power Purchase Agreements (VPPAs), including legal enforceability, classification under Indian law (as contract simpliciter or contracts for difference), and applicability of electricity sector regulations and SEBI regulations on derivatives. The advisory also covered bilateral settlement permissibility, mechanisms for transfer and pricing of RECs/I-RECs, related tax implications, and jurisdictional issues concerning I-REC origination and procurement.

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