Vishnu P. Sudarshan

Vishnu P. Sudarshan, Partner, JSA

Vishnu’s practice covers diverse areas of Corporate Commercial and Regulatory & Policy. He focuses on advising clients across different verticals viz, Energy (Power), Communications (Telecommunications & Broadcasting), Transport (Surface Transport including Railways & Metro systems), and Urban Infrastructure. In these verticals, he advises clients on multiple issues such as construction, engineering, infrastructure specialty contracting, public procurement and public private partnerships

Vishnu currently advising Pune Metropolitan Region Development Authority in its projects, viz., Pune Metro Rail Project, New Transport Infrastructure Project in the city of Pune and Pune Ring Road project and Talgo in its matter relating to Chennai Metro Rail Project. Vishnu he assisted the Department of Economic Affairs, Ministry of Finance, Government of India on various projects.

Vishnu was appointed as member of the Working Committee Group of Ministry of Shipping, Government of India set up for review of model concession agreement for Port Sector PPP projects.

Vishnu has been practicing law for more than 18 years and has extensive experience in advising Investors, Developers, Lenders, and Governmental Agencies on Equity, Debt, Procurement, Divestment, Project development and related aspects in the Infrastructure space.

He also has an extensive Litigation experience and advises clients in formulating Litigation strategies.

Vishnu served as a visiting faculty on Telecommunication laws at the Indian Law Institute and is a frequent speaker at conferences and training workshops on issues of Telecom laws

In these verticals Vishnu, handles varied aspects of legal, regulatory and policy issues ranging from:

  • PPP Project: Advising clients on PPP Projects, which includes assessing the legislative policy at the Central & State level, reviewing the institutional structure, the regulatory regime, structuring, drafting, reviewing, and negotiating the procurement process, Concession Agreement(s), PPA(s), PTA(s), et al;
  • M&A: Advising clients on domestic and cross border investments/acquisitions, entry strategies, mergers, transaction structuring, strategic advice, joint venture, technology transfer, investment agreements and private equity funding;
  • Project Financing: Advising domestic and international lenders and domestic borrowers on project financing transactions;
  • Legislative, Regulatory & Policy Advisory: Advising clients in drafting, reviewing and implementing regulatory frameworks prevalent in diverse sectors; and
  • Regulatory Litigation: Advising clients in formulating litigation strategy.

 

Memberships

  • International Bar Association
  • Bar Council of India

 

Publications

  • ICLG – Public Procuremen
  • Highways – IRC (2 papers) LBSI – PPP
  • “Rapid Transit System in India Making inroads” – NBM&CW
  • “Wanted: A Catalyst For Growth” – EPC World Magazine
  • “Infrastructure – The Opportunity and Challenges” – ET Insights
  • “Rooftop solar power could be a game-changer for India despite challenges: Here is why” – CNBC TV18

 

Education

  • B.A., LL.B., College of Law, Nagpur University (1999)
  • Post Graduate Diploma in International Business Law, International Law Institute (2001)

 

Languages

  • English
  • Hindi

Some of the key assignments in these areas handled and being handled by Vishnu, amongst others, cover the following: –

Projects & Project Development

  • Advised Reliance Energy Transmission Limited, a leading Indian Infrastructure company 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 Power utility 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 Reliance Energy Limited, in implementing India’s first BOT based MRTS Project. As a part of the assignment, advised the client on the bankability risks, advised on risk mitigation measures, evaluated the applicable legal and regulatory regime and highlighted the shortcomings in the legal and regulatory framework which may adversely impact the bankability of the Project and negotiated and finalized the Shareholders Agreement, Concession Agreement and other project documents.
  • Advised Isolux Corsan, a global construction company in connection with implementation of Panipat-Jalandhar section of National Highway No.1 in the state of Haryana and Punjab on BOT format. As a part of the assignment, advised the client on bankability related issues, advised on legal & regulatory issues, suggested risk mitigation measures, developed, reviewed and finalized investment strategy and transaction structure, and drafted, reviewed and negotiated the Joint Venture Agreement(s), EPC Contract, Sub Contracts and other project documents.
  • Advised Reliance Infrastructure Limited, a leading Indian Infrastructure company for their potential bid for implementing Non-Metro Airports at Amritsar and Udaipur in India on a PPP format. As a part of the assignment, advised the client on bankability related issues, evaluated the legal and regulatory regime and based on such review highlighted the key issues, suggested risk mitigation measures, and represented the client before the Planning Commission, Government of India in highlighting the key bankability issues affecting the Project and to seek modification of the terms of the Concession Agreement.
  • Advised Reliance Infrastructure Limited, a leading Indian infrastructure company in connection with their proposed Integrated Urban Development Ring Road Corridor Project proposed to be developed on a Swiss challenge basis on BOOT format in the State of Rajasthan. As a part of the assignment, advised the client on bankability related issues, evaluated the legislative policy at the Central & State level, reviewed the institutional structure, the regulatory regime, suggested risk mitigation measures, advised the client in the procurement process, developed the performance benchmarks and the bidding criteria, RFP, RFQ in consultation with the financial and technical consultants, and drafted and finalized the Concession Agreement and other project agreements.
  • Advised Reliance Energy Limited, a leading Indian power utility in their power procurement process. As a part of the assignment, evaluated the proposed power procurement process in context of the prevailing legal and regulatory regime, suggested amendments to ensure conformity with the law, developed in consultation with the financial consultants and the performance criteria and bidding qualification criteria, the tender documents, and drafted the Power Purchase Agreement and other procurement related documents.
  • Advised Magna Allmore SDN BHD led consortium, in connection with their proposed bid for Hyderabad MRTS, being implemented in a BOT format. As a part of the assignment advised the client on bankability related issues, evaluated the legislative policy at the Central & State level, reviewed the legal and regulatory regime and highlighted the shortcoming in the legal and regulatory framework which may adversely affect the bankability of the Project, suggested risk mitigation measures, and attended pre-bid meetings to represent the client before the Concessioning Authority and Planning Commission, Government of India on bankability, legal and regulatory issues in connection with the implementation of the Hyderabad MRTS Project.
  • Advised a client in setting up of a hydro-generating station in North India. The assignment involved identifying key project risks, and drafting the EPC and O& M Contract.
  • Advised Infrastructure Leasing and Financial Services Limited (IL&FS) in connection with their proposed project of setting up of an integrated transmission and generation project (750 MW gas based combined cycle power plant along with a dedicated transmission line). As a part of the assignment, advised and drafted the Gas Conversion Agreement, State Support Agreement(s), Consultancy Agreement, and reviewed and commented on the draft Power Purchase Agreement.
  • Advised Reliance Infrastructure Limited, in implementing TN-3 (Namakkal Bypass-Karur Bypass) and TN-5 (Dindigul-Samayanallur) being implemented on a BOT format. As a part of the assignment, advised the client on contractual issues, drafted the EPC Contract and O&M Contract.
  • Advised GMR Infrastructure Limited in implementing the Ambala-Zirakpur National Highway being implemented on a BOT format. As a part of the assignment, advised the client on contractual issues, drafted the EPC Contract and other project related sub contract(s).

 

Mergers & Acquisitions / Project Financing

  • Advised Zeus & Global Infra Partners, a private equity fund in acquiring a majority controlling interest of a company engaged in the operation of an oil storage facility. As a part of the assignment, advised on legal and regulatory issues underlying the implementation of the transaction, identified the risk associated with the investment, proposed risk mitigation measures, and drafted, negotiated and finalized the Share Purchase Agreements, Shareholders Agreement, Consultancy Services Agreement and other transaction related agreements and documents.
  • Advised Construcciones y Auxiliar de Ferrocarriles (CAF), S.A., a Spanish company in connection with their joint venture with an Indian infrastructure company for AMEL MRTS Project, being implemented on a BOT basis. As a part of the assignment, advised on the transaction structuring, reviewed, negotiated and finalized the Share Purchase Agreement, Options Agreement, Loan Agreement and other transaction related documents.
  • Advised S-Tel Limited, a UASL telecom license in connection with their joint venture with a leading international telecom operator. As a part of the assignment advised on the transaction structure, telecom regulatory issues, reviewed, negotiated and finalized the Share Subscription cum Share Holders Agreement and Options Agreement and assisted in post closure related aspects of the transaction.
  • Advised Shyam Group, a leading Indian telecom group in connection with the acquisition of ISP Division of a listed company through a demerger route. As a part of the assignment, advised the client on the transaction structure, drafted, reviewed and negotiated the Asset Purchase Agreement(s), Share Purchase Agreement(s) and other transaction related documents.
  • Advised PTC India Financial Services Limited a financial services company in connection with their financial investment in a power generating company. As a part of the assignment undertook due diligence, identified the key legal and regulatory issues, suggested risk mitigation measures, and drafted, reviewed and negotiated the Share Purchase Agreement.
  • Advised Vihaan Networks Limited, a telecom company in connection with their joint venture with a leading domestic BPO company for developing mobile technology and to undertake research and development in the field of communications. As a part of the assignment, drafted, reviewed, negotiated and finalized the Shareholder cum Share Subscription Agreement.
  • Advised Shyam Group, a telecom company in connection with strategic sale of 40% shareholding interest in a telecom infrastructure company to a leading domestic BPO company. As a part of the assignment, advised the client on legal issues, structured the investment in consultation with the client, and drafted, negotiated and finalized the Shareholder cum Share Subscription Agreement.
  • Advised a technology company in connection with their technology joint venture with a South Korean company. As a part of the assignment, advised the client on exchange control related issues, drafted and finalized the Technology Transfer Agreement and Share Purchase Agreement.
  • Advised Himachal Futuristic Communications Limited (HFCL), a leading telecom equipment manufacture for their proposed joint venture with a public sector undertaking for an ISP business. As a part of the assignment, advised the client on legal & regulatory issues, drafted and reviewed the Joint Venture Agreement and Irrevocable Right to Use Agreement.
  • Advised Suez Energy India Private Limited, a global energy company in connection with their proposed acquisition of coal based thermal power plant in India. As a part of the assignment, advised the client on legal, regulatory and contractual issues, identified the key legal and regulatory risks, proposed risk mitigation measures, rendered advice in connection with the transaction structuring, and drafted and reviewed the Joint Development Agreement and Shareholders Agreement.
  • Advised British Gas, a major upstream oil & gas exploration company in the setting up & sale of captive power plants in India. The assignment involved advising on contractual regulatory issues, legal inputs on structuring of the Project, identifying risks underlying the sale of captive plants; recommending risk mitigating measures and drafting and negotiating the Equipment Lease Agreements; Equipment Purchase Agreements; Operation & Maintenance Agreements; Installation & Commissioning Services Agreements and Gas Sale Agreement.
  • Acted Zeus Inframanagement Private Limited, an Indian energy company in connection with their proposed listing on the AIM. As a part of the assignment, prepared diligence report in connection with their various power plants being established in India, advised on legal and regulatory issues governing the electricity sector in India, drafted the regulatory section of the AIM offer document, identified the risk factors, and reviewed the AIM admission document from an Indian law perspective.
  • Advised aAim Fund (India), a PE fund in connection with their proposed joint venture with a leading Indian real estate development company for development of a multiplex mall in the State of Punjab. As a part of the assignment, advised the client on legal and regulatory issues, reviewed and commented on the transaction structure, reviewed and commented on the Due Diligence Report, and reviewed and commented on the Shareholder cum Share Subscription Agreement and Development Management Agreement.
  • Advised TPG Capital India Private Limited, a PE fund in connection with their proposed investment into a power generating company. As a part of the assignment, undertook due diligence, highlighted the key risks based on the due diligence, and reviewed and commented on the transaction structure.
  • Advised and assisted Trader.com, a major technology company in their joint venture with an Indian for engaging in B2B business. As a part of the assignment, advised on legal, regulatory and contractual issues and drafted and negotiated the joint venture agreement and other contractual documents.
  • Advised a major Indian telecom in their overseas acquisition. As a part of the assignment, advised on the legal, regulatory and contractual issues and structured the acquisition.
  • Acted for Lehman Brothers in connection with their proposed lending to a UASL telecom operator. As a part of the assignment, undertook due diligence, reviewed and commented on the existing security structure, advised legal and exchange control related aspects and reviewed and commented on the Term Sheet.
  • Acted as lender’s (ICICI Bank Ltd.) counsel in connection with the loan facility to an infrastructure developer for implementing a 234 kms 400kVA transmission line in Himachal Pradesh. As a part of the assignment, identified the key bankability issues, drafted, negotiated and finalized the financing documents.
  • Currently, acting as lender’s (State Bank of India Bank) counsel in connection with a refinancing loan facility to an infrastructure developer for their 400 MW HEP generating project in India. As a part of the assignment, advising the client on the key issues affecting the bankability of the Project, and drafting the financing documents.

 

Legislative Policy & Regulatory

  • As a member of the team, assisted in undertaking a cross-country comparison of MYT principles and the market structure of the energy sector in various jurisdictions.
  • As a member of the team advising the Government of Andhra Pradesh, assisted in evaluating various revenue generating options (tax, cess, royalty) to fund infrastructure development in the State.
  • Advised and assisted the Indian Broadcasters Federation in the drafting the policy on Advertising Code (based on the principle of self-certification and regulation). As a part of the assignment, interacted with various broadcasters and with the Ministry of Information & Broadcasting, Government of India in finalizing the draft Advertising Code.
  • As a member of the legal team, advised and drafted policy guidelines and model legislation dealing with procurement, bidding and contract award management for facilitating PPP framework in the State of Tamil Nadu.
  • As an In House Counsel on secondment to a multinational broadcasting company, advised on policy and regulatory issues in context of the evolving legal and regulatory structure for the broadcasting industry in India and to liaison with the external counsel in formulating and finalizing the litigation strategy.
  • As a team member, advised a global broadcaster in developing their regulatory policy in India and to prepare in consultation with the financial consultants, response to the Consultation Paper issued by the regulator for the broadcasting sector in India.
  • Assisted diverse clients on various legal and regulatory issues relating to –
    • Inter-Connection Usage Charge,
    • license conditions re. application of Intelligent Network in the telecom network,
    • license issues, such as methodology for determination of AGR,
    • use of copper cable for the last mile connectivity by Internet Service Provider,
    • regulatory regime governing Conditional Access System, and other cable television related issues; and
    • on competition policy related issues.