OUR COMPETITION LAW PRACTICE CONTENTS

ABOUT TRILEGAL 05 OUR COMPETITION LAW PRACTICE 07 WHY CHOOSE OUR COMPETITION LAW GROUP 09 COMPETITION LAW WORK HIGHLIGHTS 11 KEY CONTACTS 16

Ranked as one of the top 10 most innovative rms in APAC. FT - -Pacific Innovative Lawyers

Ranked as one of the top 5 law firms in . RSG India Report

Best Overall Law Firms in India. India Business Law Journal (IBLJ)

National Law Firm of the Year and India Client Service Law Firm of the Year. Chambers Asia-Pacific Awards

03 An ‘outstanding firm with a corresponding international reach and reputation’ sums up this highly regarded law firm. The Indian Lawyer 250

They're able to understand a relatively new area of law. They compare things with other jurisdictions in order to find precedents and give us a clear view as to what direction we should take. Chambers Asia-Pacific ABOUT TRILEGAL

Trilegal is one of India's leading law firms with offices in four of India’s major cities - Mumbai, New Delhi, Gurgoan and Bangalore. We represent clients on a large number of the most complex and high value transactions in India, leading to our key practices winning top industry awards and accolades.

We believe that the combination of our firm’s culture, depth of transactional experience, wide range of expertise and the quality and energy of our lawyers, allows us to offer a level of client service that is unique to the Indian legal market. Our lawyers are trained to take a commercial perspective of the issues our clients face with a solution-oriented approach and give high quality practical advice.

Our areas of expertise include mergers and acquisitions; strategic alliances and joint ventures; private equity and venture capital; energy and infrastructure; banking and finance; restructuring; capital markets; telecoms, media and technology; dispute resolution; regulatory; competition law; labour and employment; real estate; and taxation.

Our client roster includes many of the world's leading corporations, funds, banks and financial institutions. We provide seamless, efficient and integrated service across a broad spectrum of practice areas.

05 ‘They know our history, ethics and values and our specific cases,’ says a client. The firm has an ‘ability to work intensively and raise required resources.’ India Business Law Journal

It’s very important to us that we are able to pick up the phone at any time and contact them; we have a healthy relationship. Chambers Asia-Pacific OUR COMPETITION LAW PRACTICE

Trilegal has one of the India’s largest competition law Some of the seminal cases that the lawyers from the practices, comprising 15 dedicated competition Team have worked on include: lawyers with multi-jurisdictional experience located across 3 cities. The dedicated competition team is • Designated as the lead counsel and acting for headed by Nisha Kaur Uberoi and comprises 15 Ambuja Cements Ltd., a Lafarge Holcim group lawyers, that work seamlessly across three offices in company, in the appeal against the CCI’s alleged India – Mumbai, New Delhi and Bangalore. cement cartel decision before the NCLAT, defending cement manufacturing companies The team works exclusively on competition law, against the highest penalty imposed by the CCI of handling complex competition law matters involving approximately USD 1.6 billion innovative solution-oriented structuring, interacting • Successfully represented taxi aggregator, ANI with the Competition Commission of India (“CCI”) Technologies Pvt. Ltd (“Ola”) against abuse of and the Office of the Director General (“DG”) and dominance allegations in various geographical undertakes a multidisciplinary approach in advising markets in India, involving the first-ever predatory on a full range of competition matters, including pricing claim in multi-sided platforms; enforcement (cartels and abuse of dominance), • Successfully represented the Board of Control for merger control and competition law audits and Cricket in India, in obtaining the first-ever remand compliance. The team frequently represents clients and overturning of a CCI order on procedural on appeal at various fora, including the National grounds, before India’s (erstwhile) appellate Company Law Appellate Tribunal (“NCLAT”), High competition authority, the Competition Appellate Courts in India and the Supreme Court. Tribunal (“COMPAT”); • Represented Idea Cellular Limited at the CCI for The team has strong domain expertise across a range the merger and amalgamation of the of industries, such as, cement, auto-parts, retail, telecommunications businesses of Idea and financial services, telecommunications, e-commerce, Vodafone India Limited valued at approximately automobiles, natural resources, alcoholic beverages, USD 23 billion. The merger notification was etc., in successfully navigating the rapidly evolving unconditionally approved by the CCI in its Phase I competition law landscape in India. review itself. • Represented Holcim Limited & Lafarge S.A. in precedent-setting divestitures in the EUR 41 billion merger of cement giants in Holcim/Lafarge.; • Advised on Sun Pharmaceutical’s USD 4 billion acquisition of drug-rival Ranbaxy Laboratories, involving India’s first divestitures under merger control. • Represented Etihad Airways in relation to its acquisition of a 24% equity stake in Jet Airways (India) Limited. This was the CCI’s first in-depth analysis of the aviation sector and was approved by the CCI in its Phase I review itself. • Represented Kotak Mahindra in relation to merger with ING Vysya valued at USD 2.4 billion.

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WHY CHOOSE OUR COMPETITION LAW GROUP

The Trilegal competition law team regularly featuring in the A-List of India’s Top 100 lawyers by advises on a full spectrum of competition law India Business Law Journal and Indian Corporate matters including: Counsel Association. She has been recognized for her professional achievements in Chambers & Partners, • Representing companies before the DG, CCI the Who’s Who Legal, Asia Law Leading Lawyers and NCLAT, High Court(s) and the Supreme Court of IFLR 1000. She has also been profiled as a India, for their alleged involvement in cartels and competition law expert by Competition & Antitrust anti-competitive conduct; Expert Guides – India and Euromoney Women • Representing companies being investigated by the in Business. DG and CCI against allegations of abuse of dominant position; Nisha currently serves as India’s Non- Governmental • Representing clients in filing leniency applications Advisor for the International Competition Network with the CCI and obtaining a priority status. We (“ICN”). She is a member of the Unilateral Conduct also represent companies that are party to leniency Working Group for the International Bar Association, proceedings in investigations before the DG and 2017, as well as the ICN Merger Working Group. inquiries before the CCI; • Advising on horizontal agreements, including As a practitioner since the early days of the issues arising out of joint ventures; enforcement of competition law in India, Nisha is • Advising on vertical agreements, including issues “described as a subject matter expert in competition arising from exclusivity arrangements and resale law”, who “delivers ‘outstanding client service’” (by price maintenance; RSG India Report 2015) and is noted for “her ability • Merger control: structuring, advisory, filing merger to advise clearly as to how the CCI interpret and notifications and obtaining merger approval from respond to proposals is one of her key strengths” (by the CCI; structuring and negotiating commitments Chambers Asia Pacific 2016). The RSG India Report between clients and the CCI; and (2013) details her as “one of the most excellent • Dawn-raid preparedness plans and training; and Competition lawyers in India” for her work in Conducting competition compliance training and this field. competition law audits for companies. She has significantly contributed to the evolution and The team is led by Nisha Kaur Uberoi, who is development of competition law jurisprudence in internationally recognized as one of India’s leading India and has worked closely with the CCI in drafting competition lawyers, including being recognized in and finalizing the Indian merger control regime. She the 2017 edition of Who’s Who Legal: has been recognized for her key role on contentious Competition and featuring in the inaugural ALB matters and merger approvals, and is recommended Asia’s 40 under 40. for being a “very dynamic lawyer” with “an impressive client roster” (by Chambers Asia Pacific She has received multiple accolades, including being 2016). Nisha frequently speaks on competition law one of the first Indians to be featured in 100 Women matters across various fora in India and globally. in Antitrust by Global Competition Review and

09 Best Competition and Anti-Trust Law Firm. India Business Law Journal, Indian Law Firm Awards

Nominated by Global Competition Review (“GCR”), the world’s leading competition rankings, for three categories: • Regional firm of the year – Asia-Pacific, Middle East and Africa. • Behavioural matter of the year – Asia-Pacific, Middle East and Africa: Ola abuse of dominance in India. • Merger control matter of the year – Asia-Pacific, Middle East and Africa: Vodafone India / Idea Cellular. GCR Awards COMPETITION LAW WORK HIGHLIGHTS

Our lawyers have acted on the Successfully represented the abuse of dominance allegations following matters: Cellular Operators Association by Government companies in the of India before the Bombay High State of Uttarakhand. CARTELS Court in quashing the CCI’s ___ Currently the designated lead investigation of Currently representing Grasim counsel and acting for Ambuja telecommunication companies in Industries Limited before theDG Cements Ltd., a Lafarge Holcim an alleged cartel case. and the CCI in an alleged abuse of group company, in the appeal ___ dominance case. against the CCI’s alleged cement Successfully represented Prestige ___ cartel decision before the NCLAT, Limited in an alleged cartel in the Successfully defended Gujarat defending cement manufacturing real estate industry in India. Gas Co. Ltd. against an alleged companies against the highest ___ abuse of dominance claim filed by penalty imposed by the CCI of Currently advising leniency Saint Gobain. approximately USD 1.6 billion. applicants. ______Represented Adani Gas Limited in Representing UltraTech ABUSE OF DOMINANCE relation to an alleged abuse of Cement Ltd., in the appeal against Currently representing taxi dominance proceeding filed by an an alleged bid-rigging decision by aggregator, Ola, against predatory industrial association before the CCI, before the NCLAT. This is pricing allegations in various the CCI. the first instance of theCCI geographical markets in India ___ examining the call details records before the CCI. Successfully represented the of individuals, in determining that ___ Board of Control for Cricket in cement companies had allegedly Successfully represented taxi India, in obtaining the first-ever colluded to rig the bids of a tender aggregator Ola, against the remand and overturning of a raised by theGovernment allegations of predatory pricing in CCI order on procedural grounds, of Haryana. Bengaluru, where Ola had market before India's (erstwhile) ___ share over 60%. This was the first appellate competition Representing Kesoram ever case pertaining to abuse of authority, the COMPAT; Industries Limited in relation to dominance in multi-sided an alleged tyre cartel proceeding platforms, and although Ola’s MERGER CONTROL before theCCI. market share was more than 10 of the 17 Form II (long form) ___ 60%, the CCI concluded that Ola merger notifications in India, Representing several international was not dominant in the relevant including complex ones such as: manufacturers of various types of market and held that there was no auto parts who are currently being need to intervene in a nascent and Represented Idea Cellular investigated by the CCI and the DG, evolving market. The matter is Limited in obtaining unconditional arising out of various leniency currently on appeal before clearance of its USD 22 billion applications. the NCLAT. merger with Vodafone India ______Limited and Vodafone Mobile Currently advising a global Currently representing the Services Limited, to create India’s company in an alleged cartel International Spirits and Wines largest telecom operator. investigation in themarine Association of India against transport business.

11 UltraTech Cement Limited on its India that involved divestments for an investment in Telewings USD 3.3 billion acquisition of of 7 brands to address Communications Services cement assets of Jaiprakash competition law concerns. Private Limited for telecom Associates across India. ___ operations in India. ___ Numerous Form I (short form) and ___ GSPC Distribution Networks long form (Form II) merger Airbus & Airlines in a Limited, a wholly-owned notifications, including: multi-jurisdictional merger subsidiary of GSPC Gas Company control filing (for India) to set up Alibaba,com Singapore Limited, in filing and successfully a joint venture for pilot training. E-commerce Private Limited in obtaining CCI approval within 26 ___ relation to their investment in days (excluding clock stops) for Standard Chartered Bank, India Supermarket Grocery Supplies India’s first Form II for the Branch in relation to the Private Limited, a company proposed acquisition of a stake of acquisition of the credit card operating a chain of groceries 65.12% in Gujarat Gas Company business of Barclays India, and retail store under the brand Limited from BG Asia Pacific the acquisition of the retail loan name of BigBasket. The Holdings Pte Limited. portfolio of Barclays India. ___ transaction was unconditionally ___ approved by the CCI in phase I United Spirits Limited, in Morgan Stanley in relation to within 35 calendar days. relation to the merger notification ___ the acquisition of shares of in Form II for the proposed Janalakshmi Financial Services Wilmar Sugar Holdings Pte. Ltd. acquisition of a stake of up to Private Limited. in relation to their acquisition of 53.4% in United Spirits Limited by ___ additional stake in Shree Renuka Diageo plc, through its Tesco in relation to its joint Sugars Limited, a publicly listed wholly-owned subsidiary, Relay venture with Trent company engaged in the B.V. The CCI granted unconditional Hypermarket Limited. sugar sector. ___ approval within a record period of ___ 19 days (excluding clock stops). Heineken / Scottish and Ibibo Group and Naspers in ___ Newcastle India Private Limited relation to the merger between Represented LafargeHolcim Ltd. in relation to its merger with Ibibo India and Makemytrip in a Phase II investigation in United Breweries Limited. Limited, to create India’s largest relation to its Euro 41 billion global ___ online travel portal. merger, which involved an ___ DBS Bank, India Branch in alternative divestment structural relation to the acquisition of Alibaba.com Singapore remedy (i.e. 100% sale of shares certain loan assets of RBS Bank, E-Commerce Private Limited in of Lafarge India Limited to an India Branch. relation to the acquisition of approved purchaser). ___ shares of Jasper Infotech Private ___ Daido Steel Co. Ltd. in relation Limited (which operates Represented Ranbaxy to acquisition of shares of Snapdeal.com). Laboratories in its merger with ___ Sunflag Iron and Steel Co. Ltd. Sun Pharmaceuticals ___ Telenor in relation to its joint (USD 4 billion merger) which was Black River Food 2 Pte. Ltd in venture with an Indian partner the first Phase II investigation in relation to the subscription of

12 compulsorily convertible approximately 30%. of the share , notified in a Form II debentures and equity shares capital of Genpact Limited, a merger notification and cleared of Future Consume company listed on the New York within the Phase I review period. Enterprise Limited. Stock Exchange. ______Komatsu Limited in relation to the Exide Industries Limited in Koch Industries Inc. (“KII”) / termination of the joint venture of relation to the acquisition of the Guardian Industries Corp. its wholly-owned subsidiary, remaining stake in ING Vysya (Guardian”) with respect to KII’s Komatsu Asia & Pacific Pte. Ltd, Life Insurance Company Limited. acquisition of sole ownership with Larsen & Toubro Limited, in ___ over Guardian. L&T-Komatsu Limited through a Shriram Group in relation to the ___ sale of its 50% shareholding in acquisition of shares by Future Retail Limited on its L&T- Komatsu Limited to Sanlam Group. acquisition of the retail business Larsen & Toubro Limited. ___ division of Heritage Foods ___ Wipro GE Healthcare for a joint Limited, consisting of retail, fresh Reliance Capital Asset venture and restructuring of its produce and bakery stores. Management Limited in relation distribution vertical. ___ to the 26%. equity investment by ___ NYLIM Jacob Ballas (“NYLIM”) Nippon Life Insurance Company. TAQA India, India Infrastructure on its acquisition of certain shares ___ Fund-II (an IDFC fund), and in Centrum Direct Limited NHK Spring Co., Limited, for its Indo-Infra Inc. (subsidiary of (“Centrum”), leading to control by proposed acquisition of a springs Public Sector Pension Investment NYLIM in Centrum. manufacturing division from the Board, Canada) in relation to ___ Bombay Burmah Trading acquisition of certain power Mitsui Sumitomo Insurance Corporation Limited. assets of Jaiprakash Power Company Limited for the ___ Ventures Limited. acquisition of a 26%. equity JSW Group in relation to the ___ interest in Max New York Life proposed merger of JSW Ispat SABIC Research and Technology Insurance Company Limited. Limited into JSW Steel and JSW Private Limited in relation to ___ Ispat Limited. acquisition of assets of GE India Warburg Pincus in relation to the ___ Technology Centre Private Limited. sale of its stake in Alliance Tire Motors Limited for its ___ Group B.V. acquisition of an equity interest in Etihad Airways in relation to its ___ SML Isuzu Limited. acquisition of a 24% equity stake Denki Kagaku Kogyo Kabushiki ___ in Jet Airways (India) Limited. Kaisha (“”) and Mitsui & Reliance Capital Limited for its ___ Co. Ltd. (“Mitsu”) in relation to proposed intra-group Kotak Mahindra in relation to its the acquisition of the chloroprene re-organization by way of a USD 2.4 billion merger with rubber business of E.I. du Pont de merger of Viscount Management ING Vysya. Nemours and Company by Denka Services (Alpha) Limited into ___ Performance Elastomer LLC, a Reliance Capital Limited. Bain Capital Partners on their joint venture company proposed purchase of a stake of incorporated by Denka and

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Schroder Investment Marico Limited in relation to the Management (Singapore) acquisition of the personal care Limited, Singapore an asset business of Paras Pharmaceuticals management company in relation Limited from the Reckitt to the acquisition of a stake of Benckiser Group. 25% and one share in Axis Asset ___ Management Company Limited IVRCL Group for its proposed and Axis Mutual Fund intra-group re-organization by Trustee Limited. way of merger of IVRCL Limited ___ and IVRCL Assets and FIL Fund Management Private Holdings Limited. Limited and FIL Trustee Company Private Limited in the acquisition of the Fidelity Mutual Fund, by way of an acquisition of the entire shareholding by L&T Investment Management Limited and L&T Mutual Fund Trustee Company Limited. ___ Aditya Birla Nuvo Limited in its acquisition of the Pantaloons Format Business from Pantaloons Retail (India) Limited by way of demerger. ___ Punjab National Bank in its acquisition of a stake of 30% in MetLife India Insurance Company Limited. ___ Orchid Chemicals and Pharmaceuticals in relation to the acquisition of its active pharmaceutical ingredients division by Hospira Healthcare India Private Limited.

15 KEY CONTACTS

NISHA KAUR UBEROI Partner and Head of the Competition Law Practice M +91 91671 27599 [email protected]

SOUMYA HARIHARAN Partner M +91 91673 60806 [email protected]

16 Nisha’s ability to advise clearly as to how the CCI will interpret and respond to proposals is one of her key strengths. Chambers Asia-Pacific

Nisha the star among very accomplished antitrust lawyers in India. She is the one lawyer you want to have on your team when dealing with a challenging transaction or competition law case. Has one of the biggest and best teams of competition lawyers in India. India Business Law Journal, Indian Law Firm Awards

They are highly client-oriented and go out of their way to accommodate challenging timelines and to ensure the client’s interest is adequately protected. Chambers Asia-Pacific MUMBAI Peninsula Business Park 17th Floor, Tower B Ganpat Rao Kadam Marg Lower Parel (West) Mumbai 400 013 India T +91 22 4079 1000

DELHI 311 B, DLF South Court Saket, New Delhi 110017 India T +91 11 4163 9393

GURGAON 5th Floor, Tower 4B DLF Corporate Park DLF City Phase-3 MG Road, Gurgaon 122 002 India T +91 124 625 3200

BANGALORE The Residency 7th Floor, 133/1, Residency Road Bangalore 560 025 India T +91 80 4343 4646