Corporate Advisory

Company incorporation now runs through SPICe+ (a single integrated form that bundles name reservation, DIN allotment, PAN, TAN, GSTIN, EPFO, ESIC, bank account and professional tax); an LLP follows the parallel RUN-LLP + FiLLiP path.

We advise on the Companies Act 2013, LLP Act 2008, SEBI regulations for listed entities, and the contract / IP / labour framework that sits alongside — with the finance and tax overlay built in, not bolted on.

• Drafting — Shareholders' Agreements, Share Subscription Agreements, Joint Venture Agreements, Memoranda of Understanding, NDAs, licensing agreements.
• Fundraising support — term-sheet negotiation, conversion-and-ratchet mechanics, anti-dilution, liquidation preference, reserved matters.
• Loan documentation review — sanction letters, facility agreements, security documents (mortgage, pledge, hypothecation), inter-creditor agreements, covenant packages.
• Intellectual property — assignment, licensing, founder-IP assignment for new ventures; coordination with IP counsel.
• Labour law compliance — applicability of PF, ESI, gratuity, bonus, payment of wages, and state-specific Shops & Establishments registration.

In M&A, investment or lending, due diligence is the structured read on what the target actually has, owes, promised and risks — the inputs that shape valuation, the purchase agreement, and the reps and warranties.

• Capital structure and cap-table review — share classes, preference rights, convertible instruments, ESOP pool dilution.
• Board composition, related-party transactions, shareholder agreements, drag/tag and RoFR/RoFO clauses.
• Indebtedness — bank loans, NBFC lines, inter-company loans, off-balance-sheet exposures, contingent liabilities.
• Charge registration with ROC (CHG-1/CHG-4), collateral position, inter-creditor priority.
• Material contracts — customer and vendor contracts above threshold, change-of-control clauses, termination for convenience, exclusivity.
• Statutory approvals — sector-specific licences, FDI approvals, factory/pollution/FSSAI consents.
• Employee data — senior-employee contracts, non-competes, stock option vesting schedules, notice periods.
• Pending litigation, tax assessments and appeals (income tax, GST, state), regulatory notices and show-cause letters.
• Intellectual property — registered trademarks, patents, copyrights, software licences; founder-IP chain of title.
• Potential liabilities — retrenchment, warranty provisions, uninsured risks, unbooked liabilities.

Valuation under Section 247 of the Companies Act 2013 must be done by an IBBI-registered valuer for most statutory purposes; income-tax valuations under Section 56(2)(x) / Rule 11UA are done under prescribed methods (NAV or DCF).

• Company law valuations — Section 247: Issue or transfer of shares requiring valuation, scheme of arrangement, buy-back, share capital reduction — performed by a registered valuer under the Companies (Registered Valuers and Valuation) Rules 2017.
• Income-tax valuations — Section 56(2)(x) and Rule 11UA: NAV method (book-value based) or DCF method for unlisted shares; Merchant Banker's certification required for DCF.
• FEMA valuations — Rule 21 of FEMA (Non-Debt Instruments) Rules 2019: on inbound investments and transfers between residents and non-residents; internationally accepted pricing methodology certified by a CA or a Merchant Banker.
• Tangible asset valuations: plant, property and equipment — for PPA in business combinations, collateral valuation, insurance, or IFRS reporting.
• Intangible asset valuations: trademarks, patents, customer relationships, non-compete agreements, technology — relief-from-royalty or MPEEM methods in PPA.
• Business valuations: DCF, comparable companies, precedent transactions — with sensitivity and scenario analysis so the board understands the ranges, not a single point.

Indian Accounting Standards (Ind AS) are the IFRS-converged standards notified under the Companies (Indian Accounting Standards) Rules 2015 — applicable to companies in phases based on net worth, listing status and sector.

• Phase I (from FY 2016–17): Listed or in-process-of-listing companies + unlisted companies with net worth ≥ ₹500 crore.
• Phase II (from FY 2017–18): Remaining listed companies + unlisted companies with net worth ≥ ₹250 crore.
• Phase III & IV: Banks, NBFCs, insurance — phased in per sector-specific notifications.

• Accounting policy diagnostic: current Indian GAAP vs. Ind AS gap analysis across revenue (Ind AS 115), leases (Ind AS 116), financial instruments (Ind AS 109), business combinations (Ind AS 103), and employee benefits (Ind AS 19).
• Ind AS first-time adoption (Ind AS 101): transition-date balance sheet, optional exemptions, mandatory exceptions, reconciliations.
• Financial statement preparation: schedules, note disclosures, comparative period restatement.
• Internal control redesign: process and control changes driven by new recognition and measurement rules.
• Expert opinions: on specific Ind AS questions — revenue recognition over time vs. point-in-time, lease classification, ECL for trade receivables.
• XBRL filing: tagged financial statements on MCA for covered companies.
• Fair value estimation: Ind AS 113 compliant fair-value measurements for financial instruments, investment property, ESOPs (Ind AS 102).

A business plan is a structured view of unit economics, working capital, capital structure and cash runway — the document lenders and investors price against, and the one management runs the company against.

• Revenue and cost build — driver-based modelling, pricing and mix sensitivity, cost classification (variable / fixed / semi-variable).
• Working-capital cycle — inventory days, debtor days, creditor days — mapped to cash conversion and seasonal borrowing needs.
• Capital structure — equity vs. debt mix, interest coverage, DSCR for project lending, covenant-friendly designs.
• Human-resource plan — headcount ramp, cost per hire, productivity uplift, ESOP pool.
• Three-statement projection — P&L, balance sheet, cash flow — with monthly granularity for year 1 and annual thereafter.
• Historical financial analysis — normalised EBITDA, one-time adjustments, underlying margin trajectory.
• Deliverable: investor-grade teaser, information memorandum, and the underlying Excel model — so the story, the numbers and the exhibits all reconcile.

Employee Stock Options are regulated by Section 62(1)(b) and Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 for unlisted companies, and by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 for listed entities.

• Scheme design: eligibility, pool size, vesting schedule (typically 4-year, 1-year cliff), exercise window, performance conditions, leaver provisions (good / bad / resigned).
• Plan documents: ESOP Plan, Grant Letter, Exercise Notice, Trust Deed if routed through an ESOP Trust.
• Approvals: Board approval + Special Resolution of shareholders in general meeting; disclosures in the explanatory statement.
• Tax mechanics — employee side: perquisite tax at exercise under Section 17(2)(vi) on the difference between FMV and exercise price; capital gains at sale computed off the FMV at exercise as cost.
• Tax mechanics — company side: deduction under Section 37(1) for the perquisite value (subject to conditions) and for trust-routed expense.
• FMV determination: Rule 3(8) of the Income-tax Rules — Category I Merchant Banker valuation required on the exercise date for unlisted shares.
• Administration: vesting tracking, grant register, leaver adjustments, cashless exercise mechanics, payroll coordination for TDS on exercise.

We advise on deal structuring — merger, demerger, slump sale, share sale, scheme of arrangement under Sections 230–232, buy-back under Section 68, capital reduction under Section 66 — with the tax, FEMA and securities-law layers integrated from day one.