Dhruv Rajain

Practice Areas

Dhruv Rajain

Partner; Competition

Dhruv is a Partner with the Competition Practice. His practice includes advising on merger control issues including filing pre-merger notifications with the CCI, advising on compliance and risk assessment, and enforcement matters.

In terms of antitrust enforcement, he has been involved in high-profile matters including successfully defending Reliance Jio Infocomm Limited in the predatory pricing complaint filed before the CCI by Bharti Airtel Limited. He has also successfully defended Inox Leisure Limited before the CCI in a cartelisation and abuse of dominant position complaint filed by Unilazer Ventures Private Limited. He has also appeared before the National Company Law Appellate Tribunal (including the erstwhile Competition Appellate Tribunal), the High Court of Bombay and the Supreme Court of India representing Reliance Jio Infocomm Limited/Reliance Industries Limited, Cipla Limited, Adani Gas Limited, and GAIL (India) Limited in writ petitions and appeals arising out of various orders of the CCI. He has also advised and represented clients in leniency applications filed before the CCI and the office of the Director General.

Dhruv advises various companies across private equity, automotive, oil and natural gas, tobacco, manufacturing, healthcare, pharmaceuticals, chemicals, industrial coatings, eye-wear/protection, insurance, telecom, electricity, information technology/IT enabled services and other sectors, with respect to competition compliance, review of business arrangements and risk assessment. He has represented and notified the first telecom merger of India i.e. Reliance Communication Limited/Sistema Shyam TeleServices Limited, Reliance Communications Limited/Aircel Limited, and worked on various other transactions including Essilor/Luxottica, Brookfield Asset Management/ Johnson Controls International plc, Caisse de dépôt et placement du Québec (CDPQ)/CLP India, Warbug Pincus/IndiaFirst Life Insurance, Reliance/Hathway Cable, Vedanta Limited/Electrosteel Steels Limited while also successfully defending Grupo Isolux Corsán in Section 43-A proceedings before the CCI.

Dhruv’s work has been recognised by Chambers & Partners’ Asia-Pacific rankings - ‘Associates to Watch’, in Who’s Who Legal: Competition – Future Leaders (Non-Partner), and as a ‘next generation lawyer’ by Legal 500.

Relevant Experience:

• Obtained unconditional approval in relation to acquisition of 15% stake in Biocon by Serum Institute. It was also one of the largest transactions in the vaccine segment both globally and in India. Subsequently in a separate transaction, he represented Biocon and Serum in its acquisition of the global biosimilars portfolio of Viatris Inc. (indirect parent entity of Mylan Inc.)

• Represented Reliance Jio Infocomm Limited in its acquisition of specified assets, including spectrum, towers and other wireless infrastructure. The deal involved the acquisition of substantial assets such as 122.4 MHz of fourth-generation spectrum, more than 43,000 towers, an optic fibre network of 1,78,000 route kilometres and 248 media convergence nodes. This deal was notable owing to its competition law complexities and timelines.

• Jointly advised Reliance Communications Limited and Aircel Limited in securing a Phase I clearance from the CCI in one of the largest telecom mergers which involved transfer of RCom’s telecom business to Aircel and creation of a full function joint venture that was to be jointly managed by RCom and Aircel;

• Jointly advised Grasim Limited and Aditya Birla Nuvo Limited in securing a Phase I clearance from the CCI in the merger of ABNL with and into Grasim;

• Assisted the core transaction team on the sale of seven products of Sun Pharmaceutical Industries and Ranbaxy Laboratories Limited to Emcure Pharmaceuticals Limited as a part of the divestment of products Ordered by the CCI;

• Advised the Essar group on the acquisition of power assets, port assets and certain other assets by ArcelorMittal Nippon Steel India Limited. We assisted with the requisite filings for obtaining the approval of the CCI. The transaction involved a detailed assessment of the power and ports sector in India;

• Currently advising some of India’s leading cement companies in investigations by the CCI for alleged cartelisation. The investigation involved a dawn raid conducted by the CCI at the offices of five of India’s largest cement companies;

• Advised for a transaction involving acquisition of 100% of the equity and compulsorily convertible debentures of five special purpose vehicles by IndInfravit Trust and allotment of units of IndInfravit to CPPIB’s affiliate for the purpose of part-funding the acquisition of SPVs. The team liaised with the CCI to acquaint the case team with the structure of infrastructure investment trusts and the market dynamics in the road infrastructure space;

• Represented CDPQ Infrastructures Asia II Pte Ltd, that forms part of the group of Caisse de dépôt et placement du Québec, in relation to its acquisition of 10% shareholding in Apraava Energy Private Limited, where it already held 40% stake;

• Represented International Finance Corporation and obtained a green channel approval from the CCI for IFC’s subscription of compulsory and mandatorily convertible debentures of Crystal Crop Protection Ltd;

• Advised Blackstone in relation to its acquisition of 13.61% of equity shareholding in Busybees Logistics Pvt Ltd. We represented Blackstone before the CCI and worked extensively on the application to be filed before the regulator for obtaining the approval for deal.

• Advised Aditya Birla Capitals Limited, one of the largest financial services entities in India, in sale of a minority shareholding to Advent International and securing approval of the Competition Commission of India for the transaction;

• Advised and currently representing Mahindra and Mahindra Limited for acquisition of the India business of Ford Motor Company before the CCI;

• Advised Adani Gas Limited on the sale of 37.40% of its share capital by Total Holdings SAS and assisting AGL in obtaining the CCI’s clearance;

• Advised and successfully represented Inox Leisure Limited while defending it against allegations of cartelization and imposition of arbitrary conditions on film producers in India;

• Advised and represented Reliance Industries Limited in securing a CCI approval in relation to the transfer of its telecom tower assets to Brookfield Asset Management Inc. through the infrastructure investment trust mechanism;

• Advised and represented Brookfield Asset Management Inc. and Caisse de dépôt et placement du Québec (CDPQ) in securing an approval of the CCI for the acquisition of the Global Power Solutions business of Johnson Controls International Inc;

• Advised and represented CK Holdings Co., Ltd. for acquisition of the automotive component business of Fiat Chrysler Automobile N.V. and Magneti Marelli S.p.A. and securing a Phase I clearance from the CCI;

• Advised and represented Reliance Jio Infocomm Limited (RJIL) with regard to business and competition strategy; appearing before the CCI, High Courts of Bombay and New Delhi, Office of the Director General, CCI (DG) in the information by RJIL and other telecom operators under Sections 3 and 4 of the Competition Act;

• Represented Cipla Limited before the Supreme Court of India in the appeal filed by the CCI against the order of the COMPAT, appeared before the COMPAT for Shree Cements Limited in its appeal against the CCI order in the cement cartel case and represented Adani Gas Limited in defending allegations of abuse of dominance before the NCLT.

Professional Memberships

Bar Council of Delhi, India

Publications

• “Clipping the DG’s and CCI’s Investigative Power: Recent Trends” published on the SCC Online Blog, January 2020, (2020) PL (Comp. L) January 75;

• “Individual Liability in Cartel Cases” published in The Practical Lawyer, September 2018; (2018) PL (Comp.L) September 68;

• “Fourth Order in Less than Two Years: The CCI’s Leniency Regime Gathers Momentum” published on the Cyril Amarchand Mangaldas Blog in July 2018;

• Authored the Indian Chapter in The Public Competition Enforcement Review - Edition 10, published by The Law Reviews in May 2018;

• “Exemption from Notifying Within 30 Days: Belated Blessings!” published in Lexology, July 2017;

• “Small Targets Get Relief – MCA Notification Expands Applicability Of Small Target Exemption” published in Lexology, April 2017;

• “Tackling Competition Laws with Clean Teams” published in The Smart CEO, July 2016;

• “Indian Merger Thresholds Revised” published in published in Lexology, March 2016;

• “FRAND Developments—An Indian Competition Law Perspective” published in CPI Antitrust Chronicle October 2015;

• Presented paper on “Inter-relationship between Sectoral Regulators and Competition Commission: Complimentary or Contradictory?” at the SP Sathe Legal Conclave 2013;

• Article accepted for publication, expected to be published in April 2014 in All India Reporter on “Setting aside of an Arbitral Award in the basis of Public Policy”;

• Speaker at the Panel Discussion for “Banking Sector at the Cross-Roads of Disruption: Competition Law Perspective” organised by the Centre for Competition Law & Policy, Jodhpur in March 2019.