Corporate & Commercial Law Practice
Clients come to us for support across a full range of corporate activity. As legal advisors, we help clients with all their corporate and commercial needs, from their corporate governance responsibilities to the equity offerings that help take their business to the next level. Our lawyers have expert knowledge of the legal framework in their field of specialisation as well as strong commercial and contract drafting skills.
Corporate and Commercial Practice
We have advised foreign companies in setting up liaison offices, branch offices, joint ventures and wholly owned subsidiaries including obtaining requisite permissions and drafting all related documents/agreements. Our lawyers have given legal opinions to both domestic and foreign clients on various issues under corporate and commercial laws on acquisitions and divestments of shares, assets and businesses (by private, public and listed entities); schemes of arrangement, mergers, demergers, and amalgamations; leveraged buy-outs; sale and purchase of distressed assets; and restructurings, including capital and debt restructuring, buy-back of securities, reduction of share capital etc.
Our scope of services, include the following:
- Commercial Assistance – We emphasize on advising corporates for regulating, operating and growing their business. We support them in company secretarial services, and assist them in carrying out annual company law compliances. We advice on public private partnerships, outsourcing, partner arrangements, distribution and agency issues and other related regulatory matters.
- Documentation and Negotiations – We have developed expertise in negotiating, drafting and vetting of commercial contracts for our clients. We undertake drafting of memorandum of understanding and agreements including share purchase agreement, shareholder’s agreement, joint venture agreement, non-disclosure, non-compete, distribution agreement, partnership and employment contracts, agency agreement, manufacturing agreement, sale deeds, lease deeds, leave and license agreement etc.
- Corporate Revivals – We advice on all aspect of recoveries, reconstructions, administrations and liquidations. We assist Financial Creditors and Operational Creditors and investors in matters of enforcement of security and strategies for the debt recovery.
- Structuring Mergers & Acquisition – We have specialization in cross border transactions and expertise in domestic regulations to devise innovative structures. We are also actively involved in conducting due diligence of the companies involved in M&A.
- IT assistance- We assist and advise in drafting and vetting of agreements such as Master Service Agreement, Master Teaming Agreement, End User License Agreement, Escrow Agreement, Source Code Agreement, Software Development Agreement etc. and also assist in obtaining IEM and Information Technology (IT)/ Information Technology Enabled-Services (ITES) registration.
Employment and Labour Law
We assist our clients by providing them legal advice on all employment laws applicable to their business establishments in India, whether it be state or central laws. Besides advising them on legal matters relating to employment laws, we represent them before different legal forums for adjudication of the disputes between the employee and the employer.
Our scope of services, include the following:
- Negotiating, drafting and advising on contract of employment, confidentiality agreement, and non-compete agreement for all levels of the employees including Managing Director, CEO etc.;
- Assisting in drafting of employee handbook, pay roll outsourcing agreements, office manual etc.;
- Advising on matters relating to recruitment and designing compensation package;
- Advising and assisting in integration of terms and conditions of employment on merger/ acquisition;
- Assisting in compliance of labour laws;
- Assisting and advising in conducting disciplinary actions, including issuance of charge sheets, holding of departmental enquiry;
- Advising and assisting in the matters of resignation, termination or other cessation of employment; and
- Advising and assisting in settlement of legal dues such as gratuity, provident fund, pension, etc.
Real Estate
We represent clients in connection with acquisitions and dispositions for real estate/ properties in India. We represent eminent business houses, developers, investors, lenders and individuals in diverse real estate transactions. We focus on innovative structures for assisting the clients in documentations and negotiations.
Our scope of services, include the following:
- Investigating title documents and advising clients with regard to title of the property;
- Drafting and vetting documents including deeds of sale, transfer, mortgage, assignment, agreement to sell, leave and license agreement, lease agreement, development agreement, etc. and other property related documents;
- Conducting due diligence and advising the client for both commercial and residential properties;
- Advising on matters relating to Real Estate (Regulation and Development) Act, 2016; and
- Representing clients before Real Estate Regulatory Authority and Appellate Tribunal.
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Key Deals
Leser GmbH & Co. KG, Germany
Acted as legal counsel for conducting legal due diligence of its Joint Venture company in India, and handled entire documentation, including share purchase agreement and other incidental agreements, for takeover of the Joint Venture in a phased manner over a period of two years. Also advised them on legal issues arising out of day to day management, including employment contracts for higher positions, integration of terms and conditions of employment of key personnel and other employees during the transition phase, over two years.
Western Australia Trade Office
The Client is a foreign government department and we assisted them in setting up a liaison office. We regularly assist and advise them as their legal counsel on the legal issues arising in their day-to-day operations including employement laws and municipal tax laws. We also advise them and regularly draft their Leave & License Agreements relating to residential and commercial properties.
J.C. Penney Corporation, USA
Advised and finalised various Employment related agreements under the applicable laws of India for their Indian office employees in their liaison offices in two different states of India. Prepared various Employee Benefit Plan including vacation plan, sick pay plan, employees separation plan etc.
Successful in assisting one of the top software companies in Turkey in negotiating and finalizing a teaming agreement with one of the world’s leading IT companies.
Successful in procuring an order from the Labour Courts in favour of the employer (our Client) where the employee had alleged that the employer had illegally dismissed him.
Vertellus Chemicals, USA
Assited and advised them as their legal counsel for conducting smooth operations of their Joint Venture (JV). Represented them in the Board of Directors of the JV. Rendering legal guidance in successfully completing the process of exit from the JV: by assisting in negotiations of the transaction and drafting, finalising and executing the requisite documentation including the Sales of Shares Agreement, Distribution Agreement and other agreements relating to sales and purchase of raw material and finished goods. Also assisted them in employing consultants working for them from home in India and drafted and finalised a Consultancy Agreement.
Puratos, Belgium
Assisted and advised them as their legal counsel for establishing a factory in Navi Mumbai for production of food ingredients for their 100% subsidiary company in India. Also assisted and advised them in negotiating, drafting, executing and registering the leave and license agreement for the factory premises. Also assisted and advised them on employment law matters, drafting of employment contracts for various positions including that of the Managing Director. Also assisted and advised them on the legal issues arising in their day-to-day operations; company law compliances and Reserve Bank of India compliances arising out of Foreign Direct Investment (FDI). Drafted various business agreements, such as security services agreement, distribution agreement, interior designing agreement etc., and also assisted them in dispute resolution.
Alsina, Spain
Acting as their legal counsel for establishing 100% subsidiary in India under the Companies Act, 2013. Assisted and advised them on the legal issues arising in their day-to-day operations, company law compliances and Reserve Bank of India (RBI) compliances arising out of Foreign Direct Investment (FDI), and providing company secretariat support including maintaining minute books of the general and board meetings, and registers under the Companies Act, 2013. Assisted them in increasing the authorised and the paid-up capital of the company. Negotiated, drafted and executed various business agreements, such as: leave & license agreement for their various commercial premises including warehouse premises, employment contracts, etc.
Bobst, Switzerland
Acted as their legal counsel for establishing 100% subsidiary in India. Also advised and assisted them in connection with acquisition of an Indian Company and conducted legal due diligence for the same. Assisted in drafting, finalising and executing the entire documentation relating to a high-value hire-purchase transaction, securing our client by hypothecation and subsequently converting the transaction into a factoring transaction whereby the receivables were refinanced by a German Bank. Conducted legal review of documentation in respect of their manufacturing unit near Pune. Presently handling their matters relating to transfer pricing before the Bombay High Court.
Waterleau, Belgium
Advised, assisted and furnished legal opinion on their existing Joint Venture (JV) agreement with an Indian party in relation to complex legal issues arising out of their proposed exit by sale of equity stake in the JV company.
Orange Business Services, France
Acted as their legal counsel for establishment of their four Information Technology Enabled-Services (ITES) units in Mumbai and Navi Mumbai. Also assisted in conducting legal due-diligence of commercial premises; negotiating, drafting, finalising and executing the Leave and License Agreement for their office spaces in different metropolitan cities in India including Mumbai, Gurgaon, Chennai and Calcutta. Also assisted them in obtaining and renewing the ITES registrations time and again for their ITES Units.
Doka, Austria
Assisted in negotiating, drafting and executing a series of legal documents including Leave and License Agreements of commercial and residential premises in Mumbai, Delhi and Navi Mumbai for their wholly-owned subsidiary in India. Also conducted legal due-diligence of properties in various metropolitan cities including Mumbai, Delhi and Chennai. Drafted and finalised general terms and conditions for sale, renting and purchase of goods. Assisted and advised them on legal issues arising out of Meger and Acquisition, and also on Reserve Bank of India (RBI) compliances related to Foreign Direct Investment (FDI). Also advised them on employee related issues such as the exit and appointment of senior executives including the Managing Director.
Ferero
Advising the Luxemburg company on various statutory provisions relating to the Prevention of Food Adulteration Act, 1954, the rules thereunder, and furnished a legal opinion relating to repeal of these statutes and enforcement of the new law, the Food Safety and Standards Act 2006 and the rules thereunder.
Balmer Lawrie
Assisted them in drafting a turnkey project agreement, and acted as their counsel for recovery of money in Bombay High Court.
Axis Bank
Advising them on several regulatory issues relating to Banking Regulating Act, 1949 and various directives issued by Reserve Bank of India. Acting as Counsel before the Debt Recovery Tribunal for recovery of money from defaulting borrowers, advising them on property matters relating to leave and license of their office premises and acting as Counsel in a Civil Suit before the Small Causes Court at Mumbai against notice of eviction by the Landlord. Acting as an independent receiver of complaint under the whistle blower policy of their wholly-owned subsidiary, A Treds Ltd.
Asset Reconstruction Company (India) Limited (ARCIL)
Assisted and advised them on the vital legal issues relating to corporate governance and furnished legal opinions on the same.
Marathon Realty
Assisted and advised them on the vital legal issues relating to deposists under the Companies Act 2013 and Companies Act 1956, and furnished legal opinions on the same.
Mahindra Sona
Advised and assisted them on directions/ guielines issued by Reserve Bank of India on compliances relating to investments overseas, particularly on compounding arising out of delay or non-compliances.
A.R. Shipping
Advised and assisted them on real estate laws including redevelopment under the Slum Rehabilitation Schemed (SRA Scheme). Conducted legal due-diligence of various immovable properties both within Mumbai and outside Mumbai.
Theseus Group
Assisted and advised them on various real estate matters including advising on investment in land, conducting legal due diligence of several immovable properties for acquiring them on ownership, lease and leave and license, and also drafting the necessary documentation for the transactions. Also assisted and advised in helping them close a commercial criminal matter under Section 138 of the Negotiable Instruments Act, 1881.
Eltete, Finland
Assisted and advised them on various real estate matters including lease of factory premises in Gujarat, conducting legal due diligence of several immovable properties, and also drafting the necessary documentation for the transactions. Also assisted and advised them on employment laws relating to termination and full and final settlement of various employees including the top-level key employees. Also advised them on Reserve Bank of India compliances relating to Foreign Direct Investment.
J. M. Financial
Assisted and advised them on certain high-value corporate loan transactions where the lenders comprised of a chain of holding and subsidiary companies. Also drafted security documents for protecting the interest of the company, including pledge of shares and mortgage of immovable properties after conducting legal due-diligence.
Protech Engineering
Acted as counsel for their commercial disputes relating to recovery of money including matters under Section 138 of the Negotiable Instruments Act, 1881. Also advised them in relation to payment of employer’s and employee’s contributions under the Indian laws and the schemes thereunder in respect of international employees (foreigner employees working in India).
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What Our Clients Say
Mr. Allan Aranjo, Vice President, Hindustan Logistics Pvt. Ltd.
“The lawyers at K Singhania & Co. have regularly advised and represented our Company in various legal disputes, relating to recovery of dues from our customers for freight. In most of our cases, they have been successful in helping us recover our dues even before initiating litigation. We appreciate their efficient and effective dispute resolution strategies.We have been given sound legal advice with patience, care and due diligence”
Mr. Nandagiri Raghavendra Rao, Head of Finance & Controlling, Doka India Private Limited
“Our Company has been seeking legal advice from the law firm for about 8 years now. They have been regularly advising us from drafting and reviewing our commercial contracts to representing us in various commercial disputes before the Bombay High Court and National Company Law Tribunals across the country. They have been successful in getting favourable orders for us in our commercial suits and have ensured that our matters are disposed in a timely manner. They have also regularly advised us on our commercial and property matters. ”
Benchmark Litigation Reviews
“Best known for its commercial disputes, shipping and construction practices…The firm’s disputes group has specialisations in international commercial arbitration, domestic arbitration, insolvency and bankruptcy, and civil and commercial litigation. Industry sector strengths include shipping, oil and gas, construction and aviation. Offshore, the firm has an alliance with the Dubai office of Goodwins and Russian law firm, Maxima Legal.
Firm founder and managing partner Krrishan Singhania serves as the key contact for all dispute resolution work.
Mr. Krrishan Singhania provides all-in-one solutions and good communication skills.”
Mr. Pradeep Gupta, Director, Narsingh Dass & Company Pvt. Ltd.
“We had initiated criminal proceedings against the opposite party. The opposite party initiated proceedings under Section 482 of the Code of Criminal Procedure, 1973 before the Bombay High Court to quash our criminal proceedings. The Firm has been successful in defending us in the quashing proceedings and arguing that the contractual default was in fact criminal in nature and was a case of cheating. The Bombay High Court gave us an order in our favour and held that the criminal proceedings have to continue in the lower court in Daman. We appreciate the Firm’s support and expertise in helping us win this case.”
German Garnacho, Country Head India, Alsina Formwork (India) Private Limited
“The Firm has been our legal counsels from 2014 and have assisted us in incorporating our company in India under the Companies Act, 2013. They support us constantly with company secretariat services and by advising us on our legal queries arising out of our day-to-day operations. They also assist us in company law compliances and Reserve Bank of India (RBI) compliances arising out of Foreign Direct Investment (FDI), and in negotiating, drafting and executing various business agreements. The Firm’s legal support is invaluable and it is as if they are working as a part of our organisation. We highly appreciate their accessibility, prompt delivery and practical legal solutions.”
Deepak Shewani, Director Business Development Middle East & India Rematec AG/SA (IWK Group Company)
“We would like to extend our thanks to the law firm for their exceptional service when it came to protecting our intellectual property. They have assisted us in getting our trademarks registered across six different classes and did so in an efficient manner. They constantly intimate us about any conflicting trademarks and have assisted us in filing and defending oppositions. They have acted not only as our lawyers but as our business advisers. It is a pleasure working with them”.