What is Transaction Advisory Services?

Transaction advisory services mean deal advisory services provided by professional services firm for when a business transaction takes place. This transaction can be restructuring, any merger, and any domestic or International fundraising transaction support including as a private equity advisor for Startups as well as Corporates. 

Here are the few activities that are generally performed as part of our transaction advisory services, deal negotiations, management consultant, financial modeling services, and outbound investment strategy process in Noida, Delhi, Gurgaon, NCR & all other regions in India. 

a) CONDUCTING DUE DILIGENCES:

The meaning of due diligence is to ‘have a measure of prudence’ or to ‘perform a prudent review’. There is no one-size-fits-all approach, but some methods are significantly cheaper and more aligned to the business than others.

A list of other due diligence services includes Carve out due diligence (i.e. focuses on one only one aspect of the target), Finance and Legal, Commercial / Operational, Customer, buy-side due diligence, sell-side due diligence, Human resources Information Technology, etc.

b) PLANNING THE AGREEMENTS AND IMPLEMENTATION

Agreements between the investors and the company promoters are established and are evaluated. As per the agreement, various conditions precedent and post-investment are strategized and complied with.

c) RESTRUCTURING OF THE COMPANY SHARE CAPITAL

Since we need to include the Investors in the capital structure for the proposed investment. Therefore, it is important to consider the view from the perspective of both promoters and investors, and alteration in the share capital takes place.

d) AMENDMENT IN THE CHARTER DOCUMENTS

It becomes imperative to inculcate the changes in the charter documents of the company viz. Memorandum of Association and Articles of Association in order to align the same with the various investment agreements entered between the promoters and the investors. Amendment in the charter documents is affected by filing the documents with the Registrar of Companies (ROC). This amended Charter is subsequently adopted by the Company’s Board of Directors to assist the Board and its members in exercising their responsibilities.

Various Company Law provisions are required to be complied with for effecting the changes and accordingly, many e-forms with ROC are also required to be filed.

e) EFFECTING THE REGISTRATIONS

Many times it is also required to register the company with various governmental organizations viz. ESI, EPF, Startup, etc. Therefore, the registration procedures are also complied with and completed.

f) ARRANGING BOARD AND SHAREHOLDERS’MEETING:

Board meetings are meetings at the highest level, i.e. a meeting where the Directors of the company or their representatives are present. A company is not an actual entity but a legal one so it cannot take actions and make decisions. The board of directors acts as agents through which the company takes actions as well as makes decisions. Directors and shareholders acting at formal meetings make their decisions by the passing of resolutions.

Generally, all the provisions for the implementation of the agreement and changes are required to be followed in accordance with the Company Law provisions viz. in the Board meeting of the promoters. Apart from this, various approvals of the shareholders are also required to be undertaken in accordance with the Company Law. We assist the company to comply with these provisions for the completion of the transactions and deals.

g) COMPLETING STATUTORY COMPLIANCES

Further, as a part of the agreements in many cases, the company is required to give the offer letter to the investors, and accordingly, share allotments are also made. As various companies law provisions are prescribed to be complied with and various forms are mandated to be filed with Registrar of Companies (ROC).

Hence, we provide assistance to the companies for completing the documentation related thereto and complete the statutory compliances.

h) TAXATION COMPLIANCES

Further, as a part of the agreements and Transaction in place, a lot of domestic & international tax aspects need to be involved. Accordingly, tax team get involves into the processes & consider all tax aspect related to transactions advisory service.

i) RESTRUCTURING THE BOARD

In subsequence to the investment agreements, often the Board of the company is restructured and various company law provisions are also followed. During a funding round some investors also request the right to appoint a board observer, this may or may not be set out in the investment terms. A board observer is an individual who attends company board meetings but is not an official member of the Board of Directors.

In many cases, along with the seat on the board of directors of the Company, the investor will also ask for the ability to appoint a ‘nominee” to the board. The Nominee director acts as a watchdog for the Institutions or investors and also for monitoring the activities of the Borrower Company. Accordingly, the appointment of the Nominee Director on the Board is undertaken in accordance with the Companies Act rules and regulations.

Especia is one of the leading Transaction advisory services Firms in India & has done more than 60 deals in India for various transactions. We have a great team who understands each & every industry & accordingly systematically plan the overall approach of the transaction advisory assignment. We cater to all major Industry including start-ups as well as Corporates for all their transaction Services requirements in India.

For more information on transaction advisory queries, you can simply write to us at accounts@especia.co.in.