Ashwin Nayar

  • Partner
  • ashwin.nayar@jsalaw.com
  • +91 124 476 0680
  • Gurugram
Ashwin Nayar, Partner at JSA specializing in infrastructure, energy, and project development transactions

Ashwin practices in the area of Projects with a focus on Roads & Highways, Oil & Gas, Construction, Renewable Energy, and other Infrastructure Sectors. Ashwin has experience in advising both private and public sector clients, for domestic and cross border transactions. He has been part of some of the biggest Automotive, Roads & Highways, Oil & Gas and Renewable Energy transactions in the country.

Ashwin regularly advises clients in respect of contractual issues, risk mitigations, and representations before statutory authorities, such as NHAI, MoPNG, DGH. Ashwin also has experience in Corporate & Commercial Litigation and Dispute Resolution.

 

Memberships

  • Bar Council of Delhi
  • Bar Council of India

 

Publications

  • “New Technology: Old Laws” published in EPC World Magazine – January 2020 Issue.
  • “Environmental Level Reforms – Oil and Gas Perspective” published in Oil Asia Journal
  • “Liability redefined in amended nuclear law” – India Business Law Journal

 

Education

  • B.A. (Hons) Economics, Delhi University (2012)
  • LL. B, Delhi University (2015)

 

Languages

  • English
  • Hindi
  • Malayalam

Some of the key assignments handled by Ashwin in the Oil and Gas Sector are as below:-

  • Advised Ford Motor Company in relation to the transfer of its India Assets and business to a new entity as part of the proposed joint venture with Mahindra & Mahindra Limited. Mahindra and Ford will form a joint venture, with Mahindra owning a 51% stake and Ford owning a 49% stake. The deal value for this transaction is approximately INR 19.25 Billion. Advised on the strategy for transfer of 24,000 contracts/agreement, transfer of licenses/permits, transfer of factory to a new entity, transfer of employees, plant and machinery etc.
  • Advised ONGC NTPC Green Limited (ONGPL) in its proposed acquisition of 100% stake in Ayana Renewable Power Private Limited. As part of the transaction, conducted due diligence of 16 operational and under construction renewable energy assets comprising of both Wind and Solar projects, aggregating to more than 1.5 GWs of power generation, and prepared securities purchase agreements and other definitive documents.
  • Advised Dilip Buildcon Limited in the sale of 26% of equity and NCDs in its SPVs ((i) Dodaballapur Hoskote Highways Limited; (ii) Dhrol Bhadra Highways Limited; and (iii) Repallewada Highways Limited) to Alpha Alternatives. The deal was closed on March 30, 2024. The transaction involved complex aspects in relation to operational road/highway projects, including creation of pledge of DBL’s equity in the SPVs, Right of First Offer for stake sale in other projects and call option elements. The transaction was carried out in view of the strategic partnership between DBL and Alpha Alternatives for construction, financing, and monetization of road projects through an InvIT platform.
  • Advised Dilip Buildcon Limited in the sale of 100% of the equity shares of the Project SPVs formed by the client in respect of 5 (five) NHAI Hybrid Annuity Model projects to Cube Highways and Infrastructure III Pte. Ltd. as well as redemption of 100% of client’s loans in the Project SPVs through infusion of optionally convertible debentures post provisional COD.
  • Advised Steel Authority of India Limited on the establishment of a captive 1000 TPD Oxygen plant by SAIL near its factory on PPP basis with a deal value of USD 100 Million approx. The matter is a unique infrastructure project with various technical details involved pertaining to Oxygen production and was also an initiative pursuant to the covid pandemic.
  • Advised GAIL India Limited in its acquisition of 26% stake for joint ownership in Cyprus entity (a wholly owned subsidiary of Mitsui OSK Lines) engaged in the business of operating/chartering LNG carriers/vessels.
  • Advised NTPC Vidyut Vyapar Nigam Ltd. (NVVN) in drafting of tender documents including gas infrastructure agreement as well as gas supply agreement in relation to set up of gas infrastructure facilities for supply of gas to a 50 MW power plant being set up by NTPC for supply of power to the Electricity Department, Administration of Andaman & Nicobar.
  • Advised National Highways Authority of India in relation to setting up of an infrastructure investment trust set up under SEBI InvIT Regulations. The assignment involves review and drafting the bespoke concession agreement for the assets (based on the TOT concession agreement).
  • Advised Oil And Natural Gas Corporation Limited in relation to its acquisition of 100% stake in PTC Energy Limited (as subsidiary of PTC India Limited). The transaction comprised of conducting diligence on 7 renewable assets aggregating to 288 MW of power generation, and finalization of the definitive agreements.
  • Advised Oil and Natural Gas Corporation Limited (ONGC), a ‘Maharatna’ public sector enterprise, for the purpose of acquisition of an offshore gas field. As a part of the transaction, also drafted a farm-in/farm-out agreement for the purpose of acquisition of the gas field, along with drafting of ancillary documents.
  • Advised Baker Hughes Singapore and Baker Hughes Asia Pacific in relation to their contract structuring and general corporate matters in the course of secondment. Also advised BH in their disputes pertaining to Barmer Oil Fields, Rajasthan in relation to its procurement and supply of oil field equipment and oil field services.
  • Developed model gas sale agreements for sale and purchase of RLNG and domestic gas for Oil and Natural Gas Corporation Limited. The drafting of agreements required in-depth analysis of the natural gas regulatory regime and were prepared to cover the ever-evolving industry. It is also the first time that ONGC is standardising its RLNG agreement for all future sale of RLNG. The agreements have been prepared in order to streamline agreements in the system and create market precedents as industry leader.
  • Advised Hero MotoCorp in developing of the framework/structure for setting up charging infrastructure and subscription based charging stations at BPCL and HPCL locations across the country. One of the first country level collaboration for setting up charging infrastructure for two wheeler EVs. The arrangements and collaborations of such nature are instrumental in the advance of the EV sector in the economy.
  • Advising Ford Motor Credit Company LLC on its restructuring of business of its subsidiary (Ford Credit India Private Limited) in India and FCIPL’s voluntary liquidation process under the Insolvency and Bankruptcy Code 2016.  The restructuring included the sale of loan portfolios and sale of its entire stressed wholesale assets portfolio which was one of the first deals under the RBI’s Master Directions on Transfer of Loan Exposures.

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