LexCounsel

The firm: LexCounsel is a New Delhi-based full service law firm with an office in Bhubaneswar and associate offices in major cities across India. It provides comprehensive legal services to a broad spectrum of domestic and international corporations. The firm is recognised as a leading law firm and is known for its work in M&A, private equity and funding education, clinical trials, satellite leases, retail, and licensing and franchising.

Areas of practice: Some notable transactions, representations and advice:

Corporate and M&A:
Barmalt Malting India, manufacturer of malt and malt extract, in its arrangement with Anheuser Busch InBev for setting up grain cooling and storage unit;
Cankids and INPHOG, India on grants to be received by Cankids, a not for profit organisation engaged in dealing with kids with cancer, from a Switzerland based entity;
Commure, Inc., USA in setting up India operations and agreements proposed to be entered into with various Indian service providers;
Granarolo S.p.A, Italy on the implications of the conversion of the guarantee, given on behalf of an Indian investee company, into equity or external commercial borrowings in view of the extant foreign exchange and the RBI regulations and applicable regulations on provision of back to back guarantee by foreign shareholders and its repayment;
a German governmental entity on various Foreign Contributions Regulations related aspects concerning grants proposed for multiple social, environmental and other welfare aspect issues;
ICU2 Foundation, France a not-for-profit organisation engaged in vision care, in setting up of an Indian subsidiary not-for-profit company and advising on Foreign Contribution Regulations;
MasterControl, Inc., USA on its proposed award of the restricted stock units to its Indian consultants in terms of the equity incentive plan;
Mexichem, UK on the permissibilities related to repackaging of imported product to be exported to outside India;
Pinax Steel Industries on corporate governance and compliances and in drafting and finalising of agreements to be executed with its contractors for erection of pre-engineered buildings;
QSC LLC, USA a manufacturer of audio products on agreements for distribution of products and services;
Synergy Industries, USA a full-service manufacturer of wireline equipment in acquisition of the partnership interest in Synergy Industries Asia Pacific LLP;
Usha Breco, India in its collaboration with a Switzerland based ropeway equipment manufacturer (Rowema AG) for the development and maintenance of a ropeway project in India and in conducting assessment of proposed tender submissions to a public sector enterprise and eligibility to bid under the RFQ read with the Guidelines issued by the Ministry of Finance.

Dispute resolution – arbitration:
Carlsberg India in its disputes with vendors and third parties including and not limited to representation before the Supreme Court of India, Odisha High Court and National Company Law Tribunal in execution proceedings seeking enforcement of arbitral award;
Indus Motors India before the Supreme Court of India in the disputes arising from and relating to the MoU executed between the shareholders, pursuant to obtaining order in favour of arbitration from Kerala High Court;
Macmillan Publishers India in arbitration proceedings seated in Delhi in a dispute raised by a legal heir of one author in relation to payment of the royalty amount to her in a proportion contrary to the royalty agreement;
Prodigy Development Institution before a sole arbitrator with respect to disputes arising out of an agreement to sell and obtaining an award in favour and further representation in defending the award before the Delhi High Court and action for execution of the award before the jurisdictional court of Bangalore;
Zaffarano Hospitality in proceedings before a Sole Arbitrator in relation to claims qua a commercial lease deed.

Dispute resolution – litigation:
Writ petitions -
ABReL Solar Power before the High Court of Orissa and in securing vacation of interim orders and dismissal of the writ petition against the infrastructure project of client;
Association of Unaided CBSE Schools before Delhi High Court/Madhya Pradesh High Court regarding withdrawal of Goods and Services Tax levied for provision of sports training or coaching services to educational institutions;
Expedient Healthcare against wrongful suspension of the accreditation status by the NABL before Punjab and Haryana High Court;
Paviour Pharmaceuticals against National Pharmaceuticals Pricing Authority for arbitrary fixation of price of a drug.
Oppression and mismanagement actions and other company law related matters -
Choice Clothing Company before the NCLT, New Delhi in a petition seeking compounding of non-compliance by the company of statutory obligation of CSR contribution;
Indus Motors in advising and assisting the majority shareholders of the Company in opposing an oppression and mismanagement petition filed by the minority shareholders before NCLT, Kochi Bench and in all other proceedings emanating from the dispute including but not limited to representation before the NCLAT, New Delhi and Chennai benches;
MM Metacraft and its directors and shareholders in opposing a filed by a director/25% shareholder against removal from the directorship before NCLT, New Delhi and assisting in successful settlement of the disputes.
Multiple interlinked cisputes -
APT Infrastructure in representation before the Haryana Real Estate Regulatory Authority and National Consumer Dispute Redressal Commission with regard to real estate project situated at Gurugram;
Horseshoe Entertainment in relation to its contractual and other disputes with third parties including disputes with an erstwhile JV partner arising from breaches and termination of the Share Subscription and Shareholders Agreement and Trademark License Agreement before the local courts, the Company Law Board and the Arbitral Tribunal.
Defamation -
Adsert Web Solutions before Delhi District Court in proceedings alleging defamation and civil wrongs by a competitor and before Jalandhar district Court in the proceedings alleging defamation by print media;
Expedient Healthcare against the concerted acts of anonymous telemedfraud seen as an attempt to ruin its reputation and actions at police stations across Delhi and Jaipur and various representation before the health authorities;
Luxconsult Mauritius before the High Court of Delhi in proceedings alleging defamation and civil wrongs by an Indian architect firm concerning construction of a University in Reduit, Mauritius and defending the cross proceedings initiated by the Indian architect.
Employment -
Ferns N Petals in matters filed before the labour courts and commissions in Delhi by employees raising allegations of wrongful termination, non-payment of salary, statutory dues, etc., and in the actions initiated by the labour officer/inspector for non-compliance of the statutory provisions of the Shops and Establishment Act and similar legislation.
Intellectual property -
Adsert Web Solutions in a dispute pertaining to ex-employees qua theft of proprietary and confidential information and data as well as infringement of copyright;
Bharat Brush in its disputes with another entity over intellectual property rights in its trademark and brand name before the District Court in Delhi as also before the Trade Marks Registry at Delhi;
BW BusinessWorld in defending it and its employee against a petition filed before the Delhi District Court on ground of confidential data theft and breach of employment agreement;
Udman Enterprises and FNP Weddings and Events before the Delhi High Court in a petition filed by Novex Communications claiming infringement of its intellectual property rights in the music recordings.
Debt Recovery Tribunal -
PME Power Solutions in defending an application filed by ICICI Bank before DRT, New Delhi.

Education:
C2C Global Education Group, Japan in establishment and commencement of its business operations and undertakings in India;
Dibber Group in its project of setting-up and operating pre-primary schools, creches and day care centres across India and on applicable state education laws in Maharashtra, Karnataka and Tamil Nadu;
DIT Education Foundation on setting-up K-12 school in India collaboration with Wellington College, U.K.;
Global Indian School concerning regulatory regime for downstream investment and on beneficial ownership interest and compliances on behalf of the foreign ultimate shareholder;
Meru International School in amendment of the bye-laws of the managing society, on issues concerning operation and management of the school and possibility of conversion of a society to a trust and on the contractual arrangement between school and its mentor;
Newtown School, Kolkata on operation issues including on procedures to be undertaken, constitution of the management committee and roles and responsibilities of key functionaries of the school;
Openmind e-Design Private Limited on Special Economic Zone Units and Export-Oriented Units and eligibility criteria for setting up such units;
Plutus Wealth Management LLP in closing its acquisition of an education-based travel company;
Ryan Foundation in its proposed collaboration arrangement with a company engaged in providing education technology platform, content, and related services;
Symbiosis Educational Consultants, USA in the acquisition of an Indian company and assessment of advice on L1 US Visa process vis-à-vis an employee of its Indian subsidiary;
Takshila Educational Society on the modalities for the proposed merger of certain identified charitable organisations;
Vidyaniketan Education Trust on its internal corporate governance matters, review of charter documents and advising on restructuring;
Virohan Private Limited on its proposed partnership with a private university in India.

Intellectual property:
Apar Health Services in filing of its trade mark applications with the Indian Trade Marks Registry and its trade mark dispute with Apar Corporation Private Limited;
CHG-MERIDIAN AG in drafting and filing responses to the provisional refusal orders issued by the Indian Registrar of Trade Marks against grant of protection in India to the international applications of client;
Edustreet Services in drafting and finalising brand license agreement for granting usage rights to use the brand name and copyright products for the proposed K-12 school;
Indian School of Development Management in registration of its trademarks and representation in hearings before the Indian Registrar of Trade Marks;
KAD Educational Society in registration and prosecution of its trademarks, and advising and representing the client in its trade mark disputes;
Lifemarque Limited in successfully opposing registration of a trade mark by an Indian proprietor;
a Private University, Telangana in assessment of its structure and assessment of related party transactions and intellectual property rights management in compliance with charter documents, state private university legislations, income tax regulations etc;
Ryan Foundation with respect to brand license arrangement with a company engaged in operation and management of educational institutions for license of its trade marks.

Health, lifesciences and biotech:
Apar Health Services in its agreement for providing courses in the field of healthcare to students of Medanta Institute of Education and Research (MEIR);
Association of Plastics Surgeons of India (APSI) in drafting and submitting suggestions/comments to the Draft National Medical Commission, Registered Medical Practitioner (Professional Conduct) Regulations, 2022 and draft norms and guidelines vis-à-vis hair transplantation procedures/aesthetic surgeries to the National Medical Commission;
Global Antibiotic R&D Partnership (GARDP) engaged in developing new treatments for drug-resistant life-threatening infections, on setting up of a subsidiary;
Lumenis BE Group and its Indian subsidiary on import and registration medical devices and cosmetics in India and in obtaining the requisite regulatory approvals from the Indian authorities vis-à-vis the registration, sale and distribution of the imported medical devices;
Memorial Sloan Kettering Cancer Centre on the applicable medical laws in India and ethical considerations for providing travel support and export of human biospecimen to for the purpose of reviewing the biospecimen;
One of world's largest technology companies in the business of mobile and other personal devices on the applicability and requirements to be met under the Indian medical laws in relation to its proposed study involving mobile and other personal devices in India to assess user behaviour/feedback to improve functionality of said devices.

Labour and employment:
AFS Intercultural Programs India in drafting employment contract for its employees, as well as preparing various policies including anti-bribery policy, prevention of sexual harassment policy and protection of children from sexual offences policy in compliance with applicable laws and regulations;
CPA Global India on various facets of Employee Provident Fund  calculations and general notices and orders being issued by the Department and actions for enforcement of  confidentiality and non-solicitation obligations in employment contracts;
a Diplomatic entity on its HR related matters including contractual arrangement with manpower outsourcing agency;
a German government entity concerning employment contracts, employment handbook as well as secondment agreement for employees and HR policies and undertaking POSH training sessions for ICC members and awareness sessions for employees;
Kamonohashi Project, Japan on its contractual arrangement with partners and outsourced employees;
Macmillan Publishers India on management of an employee issue in Gurgaon and on strategy without initiating legal recourse;
Pinax Group on employee grievances redressal;
Pluralsight Inc on validation of the CTC structure of its employees in India;
Springer Nature Technology and Publishing Solutions  India on the arrangement for transfer of a business division to Wipro Limited.

Private equity and investment funds:
CL Educate Ltd in review and revision of the public announcement of the Merchant Banker to assess compliance with the Securities and Exchange Board of India Act, 1992;
a UK entity concerning Securities and Exchange Board of India guidelines on Alternate Investment Funds and review of Private Placement Memorandum presented to it.

Real estate and construction:
C2C Global Education India on acquisition of 5 acres of land in Gurugram along with constructed building from seller entity, JLL and advice on foreign exchange control regulations with regard to real estate activities and township development;
Dibber Schools India in due diligence and advice on acquisition of an immovable property in India including real estate due diligences in the state of Maharashtra and Karnataka and on applicable foreign exchange laws related to acquisition of an immovable property by a non-resident national;
Felix Plaza in commercial contracts, general conditions of contract and special conditions of contract for engaging different contractors for undertaking electrical works, HVAC work and atrium works at a commercial shopping mall/building;
An HNI being a US based businessman, in conducting a title verification of ancestral property situated in Gujarat, India and further advising on the title transaction procedures;
Marketopper Securities with respect to properties situated in industrial areas in Haryana including conducting title verification and documentations;
Takshila Educational Society in undertaking title due diligence for acquisition of a property in Delhi, negotiations with the seller entity and preparation and registration of sale deeds for acquisition of the property.

Restructuring and insolvency:
An HNI and other home buyers in insolvency proceedings jointly initiated against a construction company before NCLT, Chennai Bench;
SSIPL Lifestyle in proceedings wrongly initiated against by its vendor before NCLT, New Delhi and getting petition dismissed;
SSIPL Retail in proceedings wrongly initiated against by its vendor before NCLT, New Delhi and avoiding admission of the petition;
SKF India in a petition filed on behalf of the Company before the NCLT, Chandigarh bench;
White Metals in proceedings initiated by a financial creditor before NCLT, New Delhi, assisted during the process of CIRP and in withdrawal of the proceedings by the financial creditor after settlement of debt.

Tax:
Dibber Schools in undertaking assessment on GST implications on the fee proposed to be charged and also on direct and indirect implications on business transfer of an undertaking versus asset transfer;
Emerald Heights International concerning applicability of GST on the supply of manpower services availed and income tax liability on the assets in the event of voluntary surrender of registration granted to the society under the Income Tax Act, 1961;
Enhanced Communications & Technologies on withholding tax requirements on payments of royalties and fees on payments made towards licensing of a telecommunications platform from an Israel-based company;
Takshila Educational Society in undertaking GST assessment and advising on the liabilities and exposures in relation to provision of assets without consideration.

TMT:
Enhanced Communications & Technologies on licensing and transfer of source codes of a telecommunications platform from an Israel-based company;
10Band LLC US on the applicable telecom regulatory regime of India and applicable telecom service licenses and advising on the network operating license which may be obtained from the Indian telecom authorities for the purposes of setting up a receive only HF radio antenna station in India for receiving data using identified frequencies and bands.

Additional information
Contacts
Seema Jhingan ([email protected])
Alishan Naqvee ([email protected])
Dimpy Mohanty ([email protected])

Languages: English, Hindi and other Indian languages

Other offices
Bhubaneswar
Chandigarh
Kolkatta
Prayagraj

Member
Delhi High Court Bar Association
Alliott Global Alliance
ILN (International Lawyers Network)
IR Global

Number of lawyers: 35
At this office: 17