DSK Legal

DSK Legal advised and assisted Prasoon Spaces LLP and Chawla Brothers LLP (“Sellers”) in respect of the transfer of land admeasuring in aggregate 3.79 acres situate at Chandivali, Andheri (East), Mumbai (“Property”) in favour of Lumina CloudInfra Private Limited (backed by Blackstone). DSK Legal assisted the Sellers in inter alia (i) advising on structuring of the transaction, (ii) advising, preparing, revising, negotiating and finalizing the transaction documents i.e. Conveyance Deed, Power of Attorney and other ancillary deeds, letters and writings, thereto, and (iii) execution and registration of the transaction documents i.e. Conveyance Deed, Power of Attorney and other ancillary documents. Deal Value: INR 475,00,00,000 /- (Rupees Four Hundred and Seventy-Five Crores only). The team representing DSK Legal comprised of Mr. Sajit Suvarna (Deputy-Managing Partner), Mr. Sagar Kadam (Partner). Cyril Amarchand Mangaldas acted as the legal counsel for Lumina CloudInfra Private Limited. The Transaction has been reported on various prominent platforms, attaching a few links hereinbelow: Economic Times: https://economictimes.indiatimes.com/industry/services/property-/-cstruction/blackstones-lumina-cloudinfra-buys-3-8-acre-in-mumbais-chandivali-for-rs-475-crore/articleshow/124070625.cms?from=mdr Hindustan Times: https://www.hindustantimes.com/real-estate/blackstonebacked-lumina-cloudinfra-buys-two-land-parcels-measuring-3-8-acres-in-mumbais-chandivali-for-475-crore-101758635830618.html Business Standard: https://www.business-standard.com/companies/news/blackstone-to-invest-rs-5-000-cr-to-develop-60-mw-data-centre-in-mmr-125092301031_1.html

DSK Legal advised and assisted KUMARI JETHI T. SIPAHIMALANI CO-OPERATIVE HOUSING SOCIETY LIMITED (“Society”) in respect of redevelopment of its property being land admeasuring 14,600.45 square meters together with 20 (twenty) residential buildings standing thereon situate, lying and being at Mahim, Mumbai by TEN X REALTY WEST LIMITED. DSK Legal advised the Society on its redevelopment project by guiding it through compliance with the guidelines issued under Section 79A of the Maharashtra Co-operative Societies Act, 1960. The firm advised the Society on structuring the transaction and conversion of part of the property from Class II to Class I Occupancy The firm also assisted the Society in negotiating, and finalizing key transaction documents such as Development Agreement, Power of Attorney, Permanent Alternate Accommodation Agreement, and other ancillary documents. Mr. Sajit Suvarna (Deputy Managing Partner) was the lead engagement partner for the transaction. DSK Legal team representing the Society comprised of Mr. Viral Rathod (Associate Partner), and Mr. Manav Majmudar (Associate).

DSK Legal Receives Regulatory Approvals to Open Offices in Abu Dhabi and Dubai, Strengthening the India–UAE Legal Corridor DSK Legal, one of India’s leading full-service law firms, has secured regulatory approvals to establish offices in Dubai, and ADGM in Abu Dhabi, marking a significant step in the firm’s strategic international expansion and its commitment to serving clients across the India–UAE business corridor, as also in the MENA region. With these new offices, DSK Legal aims to support Indian clients with operations in the MENA region, as well as international clients looking to enter or enhance their presence in the Indian market. The firm will offer integrated legal solutions across key sectors, including for projects, real estate, technology, energy, financial services, sports, media, and representing clients in international arbitrations. “We are very excited with these developments. There has been a clear and growing interest from our clients and other Indian businesses to establish or expand their footprint in the UAE across several sectors” said Anand Desai, Managing Partner, DSK Legal. “With the establishment of our offices in Abu Dhabi and Dubai, we are well-positioned to support Indian companies with operations in the UAE, as well as foreign clients with interests in India. We envision a robust and seamless India–UAE corridor, with DSK Legal as a trusted advisor on both sides.” This move comes at a time when India and the UAE are deepening bilateral ties across trade, investment, and strategic cooperation. DSK Legal’s on-ground presence in the region will enhance its ability to advise clients on cross-border matters, including the legal aspects of market entry strategies, leveraging the firm's strong track record and range of ranked practices. Vinodh Kumar, who has been based in the United Arab Emirates for nearly two decades, will be DSK Legal’s resident partner in the UAE. With extensive experience as a General Counsel, Vinodh has successfully led and managed legal teams for major conglomerates operating across Middle East and Africa. His deep regional knowledge and expertise make him a valuable addition to DSK Legal. Justice Ali Mohammad Magrey, former Chief Justice of the Jammu & Kashmir and Ladakh High Court, having very wide experience as a practitioner, Judge and Arbitrator, will be senior advisor for the firm’s UAE offices.    The UAE offices will work closely with the firm’s offices in India to provide clients with cohesive legal support. With this expansion, DSK Legal becomes one of the few Indian law firms to establish a direct presence in both Abu Dhabi Global Market (ADGM) and in Dubai—two leading global financial and legal hubs. About DSK Legal: DSK Legal was set up in 2001 and has since established an excellent reputation for its integrity and value-based, proactive, pragmatic and innovative legal advice and its ability to help clients effectively traverse the complex legal and regulatory regime in India. With offices in Mumbai, Delhi, Bengaluru and Pune, DSK Legal has grown rapidly on the strength of its expertise to a multi-disciplinary team with over 300 professionals, including 60 partners and associate partners, as well as experienced consultants.

The Bombay High Court in Harkisandas Tulsidas Pabari & Anr. v. Rajendra Anandrao Acharya & Ors[1]. exercised its jurisdiction under Section 37 of Arbitration & Conciliation Act, 1996 (“Act”) to dismiss the Arbitration Appeals filed by the Appellants and upheld the Order passed by the Single Judge under Section 34 of the Act which set aside Arbitral Award dated September 21, 2005 (“Impugned Award”) on the grounds that the (i) Arbitrator lacked authorisation to recommence the arbitral proceedings; (ii) Memorandum of Understanding dated July 20, 1994 (“MoU”) did not constitute a concluded contract between the parties and (iii) MoU was impossible of being specifically performed through execution of the Impugned Award. Brief Facts: A MoU was executed between the parties whereunder the Respondents agreed to sell their respective undivided shares, title and interest in the property to the Appellants for a consideration. The Respondents terminated the MoU on account of the Appellants’ failure to pay the balance consideration and breaches of the MoU committed by them. The Appellants referred the disputes under the MoU to a Sole Arbitrator (“Arbitrator”) who passed an arbitral award in favour of the Appellants on April 1, 1998 (“1st Award”). The Bombay High Court (“Court”) set aside the 1st Award on September 28, 1998 on the ground that notice of closure of arbitral proceedings was not given to the Respondents. The Court further sent the original record of the arbitral proceedings back to the Arbitrator and directed the parties to commence the arbitral proceedings afresh with the intervening time being excluded under Section 43(4) of the Act (“Remand Order”). The Appellants approached the same Arbitrator who fixed dates for hearings in the arbitral proceedings. The Respondents objected to the continuation of the arbitral proceedings before the same Arbitrator but the same were rejected by him. The Arbitrator passed the Impugned Award in favour of the Appellants holding that MOU is binding on the parties. Pursuant to a challenge raised by the Respondents under Section 34 of the Act, the Court set aside the Impugned Award. The Appellants challenged the said order in Section 37 of the Act before the Court on the ground that the Single Judge exceeded its jurisdiction under Section 34 of the Act to set aside the Impugned Award. Arguments advanced by the parties concerned:     The Appellants contended that the Single Judge, by acting as an Appellate Authority over the Impugned Award, exceeded its jurisdiction under Section 34 of Act. The terms of the MoU were ignored to hold that there was no concluded contract between the parties and that the MoU could not be specifically performed. The Single Judge erroneously held that there was non-compliance of the provisions of Section 21 of the Act on account of the Appellants’ failure to give notice before proceeding with the arbitral proceedings. It was further contended that the provisions of Section 21 of the Act are not mandatory and that the requirements can be clearly waived. On the other hand, the Respondents contended that the Impugned Award was rightly set aside as the same was passed in ignorance of contractual and statutory provisions. The Impugned Award was either based on no-evidence or ignored vital evidence which demonstrated the breach of MoU by the Appellants. There was no concluded contract between the parties as it was neither a development agreement nor an agreement for sale. The Impugned Award suffered from absence of jurisdiction as the Arbitrator unilaterally assumed jurisdiction after passing of the Remand Order. Since the reference of the Arbitrator had come to an end, the Appellants ought to have issued notice under Section 21 of the Act for commencing the arbitral proceedings, which they failed to do so. The Court’s findings:  Lack of authorisation to same Ld. Arbitrator to recommence the arbitral proceedings- The Appellants as well as the Arbitrator erroneously presumed that the Court vide Remand Order remitted the arbitral proceedings back to the same Arbitrator whereas in actuality, the Remand Order warranted commencement of arbitral proceedings afresh. The power of remanding the matter to the same Arbitrator under Sections 33 and 34(4) of the Act can be exercised before an award is set aside and is not permissible after the 1st Award was set aside. Mere remittance of the original records to the Arbitrator did not mean that he had the mandate to resume/recommence the arbitral proceedings. The granting of liberty to the parties to ‘move afresh’ along with Court’s specific direction that the intervening period would be saved by virtue of provisions of Section 43(4) of the Act made it clear that the arbitral proceedings had to commence afresh. For commencing the arbitral proceedings by taking benefit of limitation under Section 43(4) of the Act, the procedure under Section 21 became mandatory. Non-compliance with Section 21- The Appellants unilaterally wrote to the same Ld. Arbitrator for resumption of arbitral proceedings. The Appellants did not follow the procedure mandated in Section 21 of the Act and erroneously presumed that the Court directed remission of proceedings to the same Ld. Arbitrator.. MOU was not a concluded contract and hence impossible to specifically perform- Since the proposed course of action of either reconstructing the building or constructing additional floors was not clearly set out, there was no concluded contract between the parties. This vital material was excluded by the Arbitrator who merely concentrated on acceptance of part consideration by the Respondents. The specific performance of the MoU was impossible and MOU did not constitute a concluded contract. Therefore, setting aside of an arbitral award warrants compliance of Section 21 and commencement of arbitral proceedings afresh and not a resumption of the arbitration proceedings by the same Arbitrator. [1] Arbitration Appeal No.62 of 2007 Authored by Ms. Prachi Garg, Associate Partner, DSK Legal & Ms. Prerna Verma, Senior Associate, DSK Legal

Background In its Statement on Developmental and Regulatory Policy Measures issued in October 2023, the RBI recognised the importance of having a strong regulatory framework to govern the Indian project finance landscape, especially with respect to income recognition, asset classification and provisioning requirements for projects under implementation. RBI indicated that extant prudential norms would soon be replaced by a comprehensive framework applicable to all regulated entities to harmonize the Indian regulatory landscape for project financing to projects under implementation. Soon after, the RBI released the ‘Reserve Bank of India - Prudential Framework for Income Recognition, Asset Classification and Provisioning pertaining to Advances - Projects Under Implementation, Directions, 2024’ (“Draft Framework”), inviting comments and suggestions from industry stakeholders, experts, academicians, legal experts and the general public. The Draft Framework proposed to rehaul the existing ‘Prudential Framework for Resolution of Stressed Assets’ issued on June 7, 2019 (“Prudential Framework”) which excluded guidance on restructuring of borrower accounts pertaining to projects under implementation involving a change in date of commencement of commercial operations (“DCCO”). Thus, the RBI (Project Finance) Directions, 2025 were issued vide circular no. RBI/2025-26/59 on June 19, 2025 (“2025 Directions”) taking into account the  feedback on the Draft Framework. Given below is a synopsis of lenders’ responsibilities in relation to, amongst other things, provisioning, resolution and monitoring, in respect of project finance accounts.   Applicability and Effectiveness The 2025 Directions shall be effective from October 01, 2025 and are applicable to the following sectors, where projects[1] are yet to achieve financial closure: infrastructure sector; and non-infrastructure (including commercial real estate (“CRE”) and CRE-residential housing (“CRE-RH”)) sectors. The following lenders regulated by RBI (“REs”) come under the purview of the 2025 Directions: commercial banks; non-banking financial companies; primary (urban) cooperative banks; and all India Financial Institutions.   Exposures qualified as ‘project finance’ RE’s exposure would qualify as ‘project finance’ only if the following conditions are satisfied: predominant source of repayment (minimum 51%) as envisaged at the time of financial closure must be from cashflows of the project being financed; and all lenders must have a common loan agreement (which may have different loan terms for each lender but should have the same DCCO) agreed between the lenders and the borrower.   Project Phases RBI has categorized projects into the following 3 (three) phases: Design phase – designing, planning, obtaining all applicable clearances/approvals till financial closure; Construction phase – after financial closure up to and the day prior to actual DCCO; and Operational phase – from the actual DCCO up to the day of repayment of the project finance exposure.   Sanction, Disbursement, Monitoring – some critical obligations of lenders Prior to loan sanction   ·       achievement of financial closure and original DCCO documented; ·       post DCCO repayment schedule to consider initial project cash flows; ·       repayment tenor does not exceed 85% of economic life of project; ·       until project achieves actual DCCO, each individual lender should have not less than: o   10% of aggregate exposure for loans up to INR 1500 crores; and o   5% or INR 150 crores, whichever is higher, for aggregate exposure more than INR 1500 crores. ·       All approvals / clearances for constructing the project to be obtained, unless specific timelines provided under law. Pre-disbursement conditions ·       loan agreement to specify disbursement schedule vis-à-vis project completion milestones; ·       minimum requirement for right of way/sufficient land is in place: o   for infrastructure projects under public-private partnership (PPP) model – 50%; o   for other projects (non-PPP infrastructure, and non-infrastructure including CRE and CRE-RH) – 75%; and o   for transmission line projects – as decided by lender. ·       for infrastructure projects under PPP model, declaration of the appointed date necessary for fund-based credit facilities; ·       disbursal to be proportionate to project completion milestones (as certified by the LIE), infusion of equity and other finance.   Resolution Stress-related accounts lenders to monitor project performance and stress build-up regularly; resolution plan to be initiated as soon as any signs of stress build-up; occurrence of a ‘credit event’ with any lender, to trigger collective resolution under the Prudential Framework; credit events to be reported to the Central Repository of Information on Large Credit (CRILC) as well as other lenders in the consortium/multiple lending arrangement, by the relevant lender[2]; and lenders to review the debtor account within 30 (thirty) days from the date of such credit event.   Extension of original / extended DCCO accounts satisfying conditions specified in Chapter III of the 2025 Directions, may continue to be classified as ‘Standard’, if the resolution plan is implemented, subject to fulfilment of the following conditions: the DCCO deferment and consequential shift in repayment schedule should be of the same or shorter duration and within the limits specified in the 2025 Directions[3]; financing of any cost overrun should not exceed 10% of the original project cost (excluding interest during construction); any financing through standby credit facility should be specified upfront or approved at the time of financial closure and premium should also be specified in the documentation; and financial parameters should remain unchanged for the lenders.   Change in scope and size of project due to extended DCCO accounts can still be categorised as ‘Standard’, subject to compliance with certain conditions including: increase in project cost (excluding cost-overrun in respect of the original project) is 25% or more; lender re-assesses the project viability; revised credit rating not below previous rating, by more than 1 (one) notch; for unrated debt, it should be at least investment grade if aggregate lender exposure exceeds INR 100 crores. Re-classification under this head is permitted only once in the lifetime of the project. If the resolution plans are not implemented successfully, the accounts need to immediately be downgraded to NPA status. Upgradation of NPA accounts is permitted only upon successful implementation of the resolution plan / performance post DCCO. Provisioning   Asset Classification Sector Construction Phase Operational Phase – after commencement of repayment of interest and principal     Standard CRE 1.25% 1.00% CRE-RH 1.00% 0.75% All others 1.00% 0.40% DCCO Deferred Standard Assets Infrastructure 0.375% (quarterly in addition to standard provisioning) to be reversed upon commencement of operations Non-infrastructure 0.5625% (quarterly in addition to standard provisioning) Existing Projects As per Prudential Guidelines NPAs As per provisions of the Master Circular - Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances dated April 01, 2025   Miscellaneous   The Prudential Framework will continue to apply where the loan does not qualify as ‘project finance’ or where the project is in the operational phase.   ‘Credit event’ has been defined in the 2025 Directions to mean any of the following: default with any lender; need for extension of the original/extended DCCO or expiry of original/extended DCCO; need for infusion of additional debt; the project is faced with financial difficulty as determined under the Prudential Framework.   Maintenance of database and disclosures   Lenders are required to maintain and update project specific data, in electronic format on an ongoing basis. Lenders need to disclose resolutions plans implemented by them, in their financial statements.   The 2025 Directions also stipulate penal consequences for lenders including supervisory and enforcement action, against non-compliance entities.   Conclusion   The 2025 Directions place considerable onus on REs with respect to monitoring stress, provisioning, disclosures, ensuring satisfaction of conditions prior to sanctioning and disbursement, etc. However, early identification of stress, guidance on asset classification in various scenarios (without downgrading the asset), satisfaction of essential conditions prior to loan sanctioning (including ensuring availability of project land), etc., are key to reducing the risk of project delays, losses to REs (due to delayed DCCO and cash flows) and resultant NPAs.   RBI has kept the ‘Reins in Check’ to ensure discipline and a healthy regulated financing market, by delegating several responsibilities to REs. However, RBI’s plan is clear - to ease the project financing exercise for both REs and borrowers by providing a robust framework and clarity on critical aspects of the project cycle. All in all, the 2025 Directions will hopefully catapult project financing and help to accelerate growth in the infrastructure and non-infrastructure (including CRE) sectors, a key agenda for the GoI. [1] The term ‘Project’ has been specifically defined in the 2025 Directions as any “ventures undertaken through capital expenditure (involving current and future outlay of funds) for creation/expansion/upgradation of tangible assets and/or facilities in the expectation of stream of cash flow benefits extending far into the future.” [2] Instructions in this regard to be issued in due course. [3] Permitted deferment of DCCO is up to 3 years for Infrastructure projects and up to 2 years for non-infrastructure projects

Artificial Intelligence has transformed the way information is processed and consumed, offering unprecedented capabilities and value across fields like medicine, law, journalism, and finance. However, alongside its advancements, AI models have been riddled with technological and regulatory challenges. One such conundrum has been regulation of AI hallucinations. AI hallucination occurs when Generative AI models (GenAI) produce factually inaccurate or misleading responses, and stem broadly from biases in or quality of training data and model limitations. AI models may be categorised as intermediaries in instances like AI-powered search engines that retrieve and summarize third-party content, chatbots that transmit pre-existing information without independent analysis, and content recommendation systems that rank user-generated content without modification. Such platforms may be protected under safe harbour provisions given their role as a mere conduit. However, GenAI operates differently – it independently generates responses by self-learning from existing datasets, blurring liability lines. From fabricating legal cases to generating false news, GenAI poses risks of misinformation. In certain cases, AI hallucinations may pose a cybersecurity threat by misleading developers into deploying codes which may compromise systems. In 2023, Alphabet Inc lost $100 billion in market value after Bard shared inaccurate information in a promotional video exemplifying the potential fallout of GenAI. In sensitive sectors such as healthcare, law, and finance, such hallucinations can mislead diagnoses, distort legal arguments, and impact financial decisions, leading to reputational damage, regulatory scrutiny, and legal liability. Another recent illustration is the order issued by the Bengaluru bench of the Income Tax Appellate Tribunal (ITAT) in Buckeye Trust v. Principal Commissioner of Income Tax (ITA No. 1051/Bang/2024) which relied on four fictitious legal precedents generated by an AI tool. The Liability Web Determining liability for AI hallucinations is a challenge – since GenAI models rely on probabilistic reasoning, their responses are neither fully deterministic nor easily traceable. The black-box nature of large language models (LLMs) further hampers determination of accountability. Ambiguous or low-quality data is another key contributor to such hallucinations. As AI becomes integral to decision-making, a crucial question arises – who is responsible when AI-generated misinformation leads to real-world consequences? Should accountability rest with developers, the organizations deploying these systems, or users relying on their outputs? If misinformation stems from flawed training datasets rather than a design flaw, should liability rest with developers, data sources, or platform providers? At the heart of this issue is the debate over responsibility. AI companies argue that hallucinations are an inherent limitation of GenAI models, placing the burden on users to verify the responses/ outputs. While regulators are exploring frameworks to hold developers accountable for accuracy in their system generated outputs, reactive fixes may be insufficient and AI regulation will need to focus on striking a balance between the mechanics of the model and the impact of the output. For instance, the EU AI Act classifies AI systems by risk level, enforcing stringent accuracy requirements for high-risk AI applications in legal and healthcare systems. This approach was evident in the shutdown of Tessa, an AI-powered mental health chatbot that provided harmful advice to users with eating disorders. However, this approach has not been consistent globally. The US AI Bill of Rights adopts a more user-centric approach, emphasizing on verification by users rather than developer liability, and limiting developer liability only to the extent of transparency, content labelling, and safety measures for advanced AI systems – a stance tested when two lawyers and a law firm were fined for citing fake cases generated by ChatGPT in a court filing. Other countries, such as the UK, China, Australia, and Singapore, are refining oversight through sectoral regulations, non-binding guidelines, and targeted compliance measures, focusing on explainability, accountability, and safeguards against AI hallucinations and AI-generated misinformation. Responsible AI Deployment – A Shared Responsibility Given the wide range of complexities, it seems that a shared-responsibility regulatory model is emerging, distributing liability for AI hallucinations between developers, deployers and users based on factors such as control, foreseeability, and negligence. From a developer's perspective, AI regulations should prioritize the adoption of best practices to mitigate hallucinations, without becoming overly prescriptive. These best practices should broadly centre on rigorous dataset validation—ensuring that models are trained on high-quality, diverse, and bias-mitigated data—and the implementation of regular audits to ensure models remain responsive and adaptive to evolving risks. From a deployer standpoint, key mitigation measures may include mandatory disclosure and warning labels, informing users about AI limitations and error rates and implementing human-in-loop verifications. Additionally, users may be provided with an option to flag hallucinated responses, triggering a review by a fact-checking unit for dataset corrections. From a user’s perspective, it is essential to exercise due diligence and avoid negligent reliance on AI systems. Being informed, cautious, and deliberate in how AI outputs are interpreted and applied can help prevent unintended consequences—especially in high-stakes or professional contexts. Together, enforcing layered responsibilities reflects a more nuanced and resilient approach towards governing AI hallucinations - one that acknowledges the dynamic interaction between technology and its human handlers. By aligning incentives and accountability across the AI lifecycle, a shared-responsibility model fosters both innovation and trust in the safe, ethical deployment of GenAI. Authored by: 1. Mr. Chirag Jain, Associate Partner, DSK Legal ([email protected]) 2. Ms. Shreya Singh, Senior Associate, DSK Legal ([email protected]) 3. Ms. Drishti Jain, Associate, DSK Legal ([email protected])

DSK Legal advised and assisted OneSource Specialty Pharma Limited (formerly known as Stelis Biopharma Limited) (the “Company”) in connection with the filing of the Information Memorandum pursuant to the scheme of arrangement amongst Strides Pharma Science Limited, Steriscience Specialties Private Limited and the Company (the “Scheme”) for the listing of 11,44,36,021 equity shares of ₹1 each of the Company. The Company is a fully integrated, multi-modality specialty pharmaceutical contract development and manufacturing organisation company, focused on developing and manufacturing drug device combinations, biologics, sterile injectables and oral technologies like soft gelatin capsules. The Scheme got sanctioned by the NCLT, Mumbai on November 14, 2024, and the Information Memorandum was filed with BSE and NSE on January 21, 2025. The Equity Shares of the Company got listed on BSE and NSE on January 24, 2025. DSK Legal assisted the Company inter alia in the (i) conducting diligence and drafting of the Information Memorandum; (ii) drafting of all board resolutions and shareholder resolutions; (iii) drafting and commenting on the standard certificates, auditor certificates and advertisements; and (iv) reviewing and commenting on SEBI applications. The deal team consisted of the following: Mr. Avinash Poojari (Associate Partner), Ms. Akanksha Dubey (Principal Associate) and Ms. Sachi Ray (Associate). Mr. Anand Desai (Managing Partner) acted as the engagement and relationship partner.

Infifresh Foods Private Limited operating under brand name ‘Captain Fresh’ (CF India) and its overseas subsidiary Infifresh Foodtech AS (CF Norway) (collectively “CF Group”)acquired 100% shareholding of Koral S.A. Poland (“Koral”) from its shareholders, GRWC Holdings Limited (a private equity fund) and Futura Simul Fundacja Rodzinna (family foundation) (collectively “Sellers”) in share swap deal. DSK Legal and Herbert Smith Freehills acted as lead transaction counsel and advised and assisted CF Group in: (a) structuring of and implementing the overall share swap structure with the support of foreign legal counsels at relevant jurisdiction; (ii) drafting, reviewing negotiating and finalizing transaction documents reflecting the swap structure; and (iii) assistance in end-to-end closing in Poland, Norway and India and regulatory filings in India. The closing of the aforesaid transaction steps completed on December 23, 2024 and was undertaken simultaneously in Poland, Norway and India. DSK team for this transaction was led by Jayesh Kothari (Partner), Rajlaxmi Kale (Principal Associate), Hemanshi Gala (Senior Associate), Kunal Chopra (Senior Associate) and Sreedatri Dhar (Associate).   Herbert Smith Freehills, DZP Law (Polish Counsel), Schjodt Legal (Norwegian Counsel), KPMG Legal (Norway) advised CF Group. Clifford Chance acted as lead counsel along with BAHR A.S, and AZB & Partners for the Sellers. KPMG Norway, BDO India and E & Y Global acted as tax advisors to this transaction. Antarctica Advisors acted as investment bankers to this transaction.  

DSK Legal assisted and advised Eternis Fine Chemicals Limited (“Eternis”) and Eternis Fine Chemicals UK Limited in relation to acquisition of 100% shareholding of Sharon Personal Care (“Sharon PC”),having manufacturing capabilities and innovation labs in Italy and Israel, distribution sites in US, Italy, Germany, and France as well as a global distribution network, from Tene Capital Fund and Burstein Family (“Transaction”). The Transaction involved various complexities and spread across multiple jurisdictions including Israel, Italy, United Kingdom, India and the United States. Eternis, is a wholly owned business of the renowned Mariwala family that has been in the fragrance and flavour industry since decades. The aroma chemicals business is operated by the Mariwala family. Eternis has four manufacturing facilities in the State of Maharashtra (India) as well as a state-of-the-art manufacturing facility acquired in the United Kingdom, with a total capacity of over 66,000 tons per year of Aroma Chemicals & Acetates. It has a turnover of over US$ 250 Million and has 600+ employees. Sharon PC is a global supplier of innovative ingredient solutions for a broad range of personal care products, with specialized expertise in trending market segments. Its product portfolio includes unique preservation systems, green functional chemistries, bio-active ingredients and oleosome technology. With a solid foundation in environmentally sustainable chemistry, Sharon delivers multifunctional ingredient solutions that help differentiate personal care products in a fast-changing market. Sharon PC employs about 100 people worldwide, with manufacturing logistics and scientific facilities in Italy & Israel and distribution network in various countries across the globe. As a result of this strategic Transaction, Eternis further expands its global footprints, whilst leveraging the multi-location research labs, manufacturing and distribution platforms. This acquisition marks a significant step to diversify offerings by widening the portfolio into the a diverse but adjacent and fast growing personal care segment. DSK Legal advised and assisted Eternis, end-to-end, acting as lead transaction counsel, including in relation to: (a) structuring of the Transaction; (b) facilitating the due diligence of the Sharon PC and its subsidiaries; (c) reviewing, negotiating and finalising the transaction documents; (d) execution and closing of the Transaction; (d) advising on obtaining W&I insurance including review of the W&I insurance policies; and (e) undertaking merger control analysis across multiple jurisdictions. The Transaction involved advisors from multiple jurisdictions, across the globe. The advisors representing Eternis on the Transaction involved Rothschild & Co (as the financial advisor), Mayer Brown (London), Goldfarb Gross Seligman (Israel) and PedersoliGattai (Italy) (as the foreign legal advisors and for conducting legal due diligence on Sharon PC and its subsidiaries) and Ernst & Young (as the financial & tax due diligence advisor). The sellers, Tene Capital Fund and Burstein Family were represented by Jefferies LLC (as the financial advisor), Erdinast, Ben Nathan, Toledano & Co. (as the legal advisor) and KPMG (as the tax advisor). The team at DSK Legal representing Eternis comprised of: Transaction Team: Mr. Aparajit Bhattacharya (Partner), Mr. Harvinder Singh (Partner), Ms. Shruti Dogra (Associate Partner) and Mr. Manhar Gulani (Senior Associate).  Competition Team: Mr. Abhishek Singh Baghel (Partner), Mr. Shivam Sharma (Associate), and Mr. Ishan Handa (Associate).     Mr. Aparajit Bhattacharya (Partner) acted as the relationship partner and the lead engagement partner for Eternis on the Transaction.  

JOST, one of the world's leading manufacturers and suppliers of safety-related systems for the commercial vehicle industry, has signed a purchase agreement with Unitas Capital Pte. Ltd. and NWS Holdings Limited for the acquisition of all shares in Hyva III B.V., including its direct and indirect subsidiaries worldwide (“Hyva”). With the acquisition of the Hyva Group, JOST intends to further expand its global positioning as a supplier to the commercial vehicle industry. The company operates sales and manufacturing facilities in over 25 countries on six continents and serves manufacturers, dealers and end customers in the transportation, agricultural and construction industries worldwide. JOST currently employs over 4,500 people worldwide and is listed on the Frankfurt Stock Exchange. Hyva is a leading provider of hydraulic solutions for commercial vehicles. Founded in 1979, the company is headquartered in the Netherlands and supplies customers in more than 110 countries. With around 3,000 employees worldwide, Hyva has 14 production facilities in China, India, Brazil, Mexico, Germany and Italy, supplying customers in the transportation, agriculture, construction, mining and environmental industries. DSK Legal advised and assisted JOST in: (a) conducting legal due diligence on the Indian subsidiary of the Company; (b) reviewing the disclosure letter; (c) advising and reverting on the queries raised by the W&I insurer; (d) advising on other deal matters; and (e) the merger control filing in relation to the transaction in India. Mayer Brown is advising JOST comprehensively on the acquisition of the Hyva Group. Mayer Brown's offices in Germany, England, China, Hong Kong, the USA and Brazil were involved in particular, with DSK Legal assisting on the Indian leg of the transaction. At JOST, Dr. Thilo Oldiges, General Counsel, is responsible for the legal aspects. The team at DSK Legal representing JOST comprised of: Transaction and Due Diligence Team: Mr. Aparajit Bhattacharya (Partner), Mr. Harvinder Singh (Partner), Ms. Shruti Dogra (Associate Partner), Ms. Shubhi Ameriya (Principal Associate), Senior Associates, Mr. Manhar Gulani and Ms. Mala Mehto, and Associates, Mr. Brijesh Ranjan Sahoo, Ms. Sumedha Tewari and Ms. Dhvani Shah.  Competition Team: Mr. Kunal Mehra (Partner), Mr. Danish Khan (Principal Associate) and Mr. Aakrit Aditya Sharma (Associate).     Mr. Aparajit Bhattacharya (Partner) acted as the relationship partner and Mr. Harvinder Singh (Partner) acted as the lead engagement partner on the Transaction.  

DSK Legal advised Mandala Capital with respect to its full exit from Edward Food Research and Analysis Centre (“EFRAC”). Mandala Capital’s exit from EFRAC was implemented through primary and secondary investments by QIMA (UK) Limited (“QIMA”). Mandala Capital is a private equity firm specializing in investments across the food and agriculture value chain in South and South-East Asia. Mandala Capital works closely with its portfolio companies to enhance their operational value, drive growth, and build industry leaders to transform existing food systems. EFRAC is one of the largest integrated laboratory testing providers in India, and is engaged in the business of providing testing services for over 500 commodities, serving a wide range of verticals including food, agri, drugs and cosmetics. DSK Legal assisted Mandala Capital in inter alia: (i) reviewing, revising and finalizing the share purchase and subscription agreement (“SPSA”); (iii) drafting, reviewing, revising and finalizing of documents ancillary to the SPSA, including closing documents; and (iii) assisting in the closing of the transaction. The DSK Legal team which represented Mandala Capital comprised of Mr. Hemang Parekh (Partner), Ms. Saumya Malviya (Senior Associate) and Ms. Sharmishtha Bharde (Senior Associate). JSA acted as the legal advisor for QIMA. Fox Mandal acted as the legal advisors for EFRAC and the promoters of EFRAC.