Profile

Kalpataru Tripathy

Designation | Partner
Practice | Corporate
Year of Enrollment | 1999
Professional Memberships | Bar Council of Delhi
Education | B. Sc. (Chemistry Hons), Utkal University
L.L.B. University of Delhi
PG Diploma in International Business Law from
Indian Society of International Law, New Delhi
C.S. (Intermediate), ICSI
CMA (Intermediate), ICMAI
Advanced Diploma in Computer Education from
Bharatiya Vidya Bhawan, New Delhi
Nationality | Indian

Mr. Kalpataru Tripathy joined Amarchand Mangaldas in August 2002 and works with the Corporate
team having the core practice area of Mergers & Acquisitions, Corporate Restructuring and Private
Equity. Prior to working with Amarchand Mangaldas, he has worked with A. Jugran & Co., Advocates.

At the firm he works very closely on matters pertaining to Mergers andAcquisitions (acquisitions by
private arrangements as well as restructuring through court processes), Investment Transactions
(private equity, foreign direct investment, joint ventures and collaborations), capital restructuring, debt
restructuring, general corporate advisory (company commercial as well as Compliance issues).

He is currently the Regional Vice Chairperson for Asia-Pacific Region in the Cross Border Transactions
Practice Group of Lex Mundi (The World’s Leading Association of Independent Law Firms).

Experience Statement:

Mergers, Acquisitions and Joint Ventures

• Led the legal team that advised JK Tyre & Industries Limited in their recent acquisition of a tyre
manufacturing business in Mexico (Tornell group).
• Led the legal team that advised Crompton Greaves Limited in their acquisition of Pauwels Group,
Belgium (comprising of 17 companies spread across 9 countries in 5 continents).
• Advised Apollo Tyres Limited in their acquisition of Dunlop entities in South Africa.
• Led the legal team that advised Eicher Motors Limited in their acquisition of Design Intent
Engineering in Detroit, USA.
• Advised Punjab National Bank in setting up of a bank in Bhutan in joint venture with four high net-
worth individuals of Bhutan.

Amarchand & Mangaldas & Suresh A. Shroff & Co.

Amarchand Towers, 216, Okhla Industrial Estate, Phase-III, New Delhi 110 020, India
tel.: +91 11 2692 0500 Phone, Fax + 91 11 2692 4900
• Advised Ciments Francais of Paris in their joint venture with Zuari Industries Limited.
• Advised Cargill Mauritius Limited in their acquisition of Parakh Foods Limited, Global Oils and Fats
Limited, Matrix Biosciences Limited and a few other joint ventures.
• Advised Carlsberg, Denmark in its acquisition of Himneel Breweries under the SARFAESI Act, and
in its acquisition of a majority stake in Parag Breweries Limited, West Bengal.
• Advised Modern Digital Corporation of Canada in its joint venture with Indian company, Navigant
Technologies Limited.
• Advised Heidelberg Cements in their acquisitions in India of Indorama Cement Ltd and Mysore
Cement Ltd.
• Advised Suzuki Motor Corporation, Japan, in their joint venture with Maruti Udyog Limited.
• Advised Road India Infrastructure (a London based fund, through its advisory arm, Bloomsbury
Advisors) in their investment / joint venture with an Essel Group company in India in relation to a
Road Project in Western MP.
• Advised Avenue Capital in respect of its acquisition of a strategic stakes in (i) GPI Textiles Ltd
(subsequent debt restructuring of GPI Textiles Ltd), and (ii) Global Health Pvt Ltd, the company
that promoted the super sociality hospital, “Medicity”, Dr. Naresh Trehan’s dream project.
• Advised first Procuritas Partners in the process of their making a public offer in India under the
Takeover Code, for indirect acquisition of shares in Disa India Ltd, and then advised Mid Europa
Partners in a similar process when they purchased Disa group from Procuritas Partners
• Advised Fresinus Kabi in acquisition of their oncology business from Dabur Pharma.
• Advised VAG Armaturen GmbH in acquiring 80% stake in Vag Valves (India) Private Limited.
• Advised PVR Limited in connection with 2 rounds of private equity participation in the company.
• Advised Zuari Cement Limited in their acquisition of Sri Vishnu Cement Limited.
• Advised Silicon Constructions in their joint venture with SCBI Fund in relation to development of a
commercial complex in Chandigarh.
• Advised Juniper Hotels Ltd in their acquisition of Balaji Hotel Chennai from IFCI Ltd under the
SARFAESI Act.
• Advised Avanta Power & Infrastructure Limited (a Thappar Group company) on acquisition of
companies from Kedia group in relation to setting up of power projects in Madhya Pradesh and
Chattisgarh respectively, and their subsequent fund raising activities.
• Advised C-DOT in relation to their joint venture with Alcatel.
• Advised (as the sole advisor) ArcellorMittal, Lanco, GMR, Navbharat, Sterlite and Reliance group
companies in their joint venture in relation to allotment of Rampia coal block in Orissa for their
proposed power projects.

Transactions relating to Oil & Gas Companies

• Advised ONGC on its MRPL acquisition that includes restructuring of debts in MRPL, acquisition of
shares by ONGC from the Aditya Birla Group, infusion of further capital by ONGC into MRPL and
revival of MRPL from the brink of bankruptsy.
• Advised ONGC in the matter of creation and structuring of ONGC Sahyog Trust.
• Advised ONGC in relation to incorporation of OpaL.
• Advised IOCL in the mergers of IBP Ltd and Bongaigaon Refinery into IOCL.
• Rendered IOCL many general corporate advisory services/opinions in matters relating to award of
contracts, laws relating to bidding, corporate governance, managerial remunerations, corporate
secretarial practices, etc.

Amarchand & Mangaldas & Suresh A. Shroff & Co.

Amarchand Towers, 216, Okhla Industrial Estate, Phase-III, New Delhi 110 020, India
tel.: +91 11 2692 0500 Phone, Fax + 91 11 2692 4900
Corporate Finance and Debt Restructuring, FCCBs, GDRs, Disinvestments, IPOs, etc.

• Advised Crompton Greaves Limited in relation to their raising of fund based facilities (dollar-loans)
and non-fund based facilities (interest rate swap contracts, foreign exchange hedging contracts,
LCs, bank guarantees, SBLCs, etc.) from four international banks (Rabo Bank, Antwerpeen-
Belgium, Standard Chartered Bank, London, ABN Amro Bank, Amsterdam and Exim Bank of India)
• Advised Spinnaker in relation to refinancing of the debt granted by it to Dunlop India Limited.
• Advised ONGC in the financial debt restructuring to the tune of Rs. 5000 crore (approx.) of MRPL
that involved a consortium of 15 banks and financial institutions in India.
• Advise HSBC in their funding to Essar Group.
• Advised the BRLMs in the Disinvestment process of ONGC by Government of India.
• Advised Monnet Ispat Limited, Nahar Industries Limited, JK Paper Limited, Motherson Sumi
Systems, etc, in relation to their FCCBs and GDR offerings.
• Advised Texmaco Ltd and Adhunik Metaliks Ltd (as sole legal advisors) in their QIP offerings.

Schemes of Merger, Demerger, Amalgamation, Reconstruction and other Arrangements

• Advised NIIT in relation to its demerger of its technology business that was transferred into NIIT
Technologies Limited through a Scheme of arrangement approved by the High Court of Delhi.
• Advised JK Group in their entire corporate restructuring.
• Advised Maruti Udyog Limited in their acquisition of MSAIL through merger of the latter into MUL.
• Advised Jindal Group in their corporate restructuring.
• Advised Crompton Greaves Limited in their global corporate restructuring, subsequent to their
acquisition of Pauwels Group.
• Advised Heidelberg Cements in their consolidation of Indian business through merger of
Heidelberg Cements India Pvt Ltd, Indorama Cements Ltd and Mysore Cements Ltd, a scheme
involving High Courts of Maharashtra, Karnataka and Punjab & Haryana.
• Demerger of the fertilizer division of Cargill India Pvt Ltd.
• Demerger of outdoor advertising business from Hythro Power Corporation Ltd into Hythro
Engineers Private Ltd.
• Demerger of the investment division from Sona Investment Pvt Ltd into DRSK Management
Services Private Ltd.
• Amalgamation of Grandeur Real Estates Pvt Ltd into Alpha G-Corp Development Pvt Ltd.
• Amalgamation of ten(10) subsidiaries of Alpha G-Corp Development Pvt Ltd into itself.
• Amalgamation of few entities of Cargill group in India into Cargill India Private Ltd.
• Scheme of arrangement and demerger between Vardhman Textiles Ltd, Vardhman Yarns and
Threads Ltd, and Vardhman Threads Ltd.
• Amalgamation of PVP Ventures Pvt Ltd and SSI Ltd.
• Advised Nestle India Ltd in its scheme of arrangement.
• Advised Cargill India Pvt Ltd, Sona Investment Pvt Ltd, Adhunik Metaliks Ltd, etc, in their High
Court processes for reduction of capital.

Amarchand & Mangaldas & Suresh A. Shroff & Co.

Amarchand Towers, 216, Okhla Industrial Estate, Phase-III, New Delhi 110 020, India
tel.: +91 11 2692 0500 Phone, Fax + 91 11 2692 4900