Khaitan & Co advised Nuvoco Vistas Corporation Limited on the acquisition of Vadraj Cement Limited
Khaitan & Co advised Nuvoco Vistas Corporation Limited (“Nuvoco”) in relation to the acquisition of Vadraj Cement Limited (“Vadraj”) pursuant to the implementation of a resolution plan approved by the Committee of Creditors and the National Company Law Tribunal (NCLT), Mumbai Bench, via its order dated 1 April 2025.
As part of the transaction, Nuvoco successfully obtained an order from the Special PMLA Court in Mumbai for the restoration of Vadraj’s assets, which had been previously attached by the Enforcement Directorate (ED) in the ILFS proceedings. This step was crucial to ensure implementation of the resolution plan and unlock key infrastructure assets.
Vadraj Cement had been under liquidation since August 2018 under the Companies Act, 1956. The matter was subsequently admitted for corporate insolvency resolution under the Insolvency and Bankruptcy Code, 2016 (IBC). The implementation of the plan involved:
- Strategizing and securing release of ED attachments under the Prevention of Money Laundering Act, 2002 (PMLA)
- Addressing legacy compliance issues caused by operational dormancy of over seven years
- Implementation of the resolution plan, taking into account the Supreme Court’s decision in Kalyani Transco v. Bhushan Steel & Power Ltd., to facilitate restoration of attached assets under Section 32A of the IBC
This matter sets a significant precedent in insolvency jurisprudence, reinforcing that resolution applicants are protected from past liabilities, and that regulatory bodies, including the ED, can support resolution under judicial direction.
The Khaitan & Co team was led by Mehul Shah (Partner), Rajeev Vidhani (Partner), and Vishnu Shriram (Partner), with support from Riya Agicha (Principal Associate), Swetha Shankaran (Principal Associate), and Aaryan Mohan (Associate).
The team assisting with proceedings before the Special PMLA Court included Manavendra Mishra (Partner), Royden Proto Fernandes (Principal Associate), and Amol Jhunjhunwala (Senior Associate).
Regulatory advice on mining aspects was provided by Shivanshu Thaplyal (Partner), Ayushi Chaudhary (Senior Associate), and Simran Sabharwal (Associate).
Litigation support was provided by Peshwan Jehangir (Partner) and Haabil Vahanvaty (Principal Associate).
Due diligence on Vadraj was handled by Abhiraj Gandhi (Partner), along with Ashwij Ramaiah, Ekta Sawant, Unnita Bhattacharya (all Principal Associates), Amit Panwar, Hansaja Pandya, Priyal Reddy, Shivani Devpura (all Senior Associates), and Akash Mukherjee, Anmol Sharma, and Khushi Sharma (Associates).
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