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Mergers

The term ‘merger’ is not defined under the Companies Act, 1956 (“CA 1956”), and under Income Tax Act, 1961 (“ITA”). However, the Companies Act, 2013 (“CA 2013”) without strictly defining the term explains the concept. A ‘merger’ is a combination of two or more entities into one; the desired effect being not just the accumulation of assets and liabilities of the distinct entities, but organization of such entity into one business. The possible objectives of mergers are manifold - economies of scale, acquisition of technologies, access to sectors / markets etc. Generally, in a merger, the merging entities would cease to be in existence and would merge into a single surviving entity.

Acquisition

An ‘acquisition’ or ‘takeover’ is the purchase by one person, of controlling interest in the share capital, or all or substantially all of the assets and/or liabilities, of the target. A takeover may be friendly or hostile, and may be effected through agreements between the offeror and the majority shareholders, purchase of shares from the open market, or by making an offer for acquisition of the target’s shares to the entire body of shareholders.Acquisitions may be by way of acquisition of shares of the target, or acquisition of assets and liabilities of the target. In the latter case the business of the target is usually acquired on a going concern basis. Such a transfer is referred to as a ‘slump sale’ under the ITA and benefits from favourable taxing provisions visà-vis other transfers of assets/liabilities.

Divestment Advisory

Divestment, also known as divestiture, is the process of selling business, or liquidates a portion of a business or one or more of its strategic business units or a major division. Divestment should be proactive and not reactive.

Finding Buyer

Matching the right buyer with the right business is a painstaking process and the transfer of business ownership is time consuming. Buyers are divided into two groups: strategic and financial.

Agreements & Valuation

Agreements required to be executed are pre-transaction like MOU and term sheet and post transaction like Share purchase Agreement, business transfer of agreements etc.

Divestment Advisory Services

Carving out a business is often more complex than acquiring one and selling a carve-out business requires a greater level of planning, effort and resources.

The Group, for historical reasons, may be operating into more than one business. Companies often carve out or spin off a business unit and redeploy capital raised to strengthen its core business.

Insolvency Resolution Services

An Act to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership firms and individuals in a time bound manner for maximisation of value of assets of such persons, to promote entrepreneurship, availability of credit and balance the interests of all the stakeholders including alteration in the order of priority of payment of Government dues. The intention of the code is to revive a company though a resolution process and if not succeeded then liquidation process.

Interim Resolution Professional

1.Making Public Announcement of Corporate Insolvency Resolution Process.

2.Collect and collate the claims from the creditors viz. financial, operational, workmen and employees and others.

3.Formation of Committee of Creditors (CoC).

Resolution Professional

Appointment of Valuer for determination of fair value and liquidation value of the corporate debtor.Preparation of Information memorandum.

Agreements & Valuation

Agreements required to be executed are pre-transaction like MOU and term sheet and post transaction like Share purchase Agreement, business transfer of agreements etc.

Liquidator

To obtain any professional assistance from any person or appoint any professional, in discharge of his duties, obligations and responsibilities.

Strategy

It’s important to review your business strategy before committing to a joint venture. You need to ask yourself, ‘Is JV the right move for me? What value addition can I get from the venture? Which source of funding for the JV? What is the impact of my present business and present relations?

Finding The Partner

The ideal partner in a joint venture is one that has resources, skills and assets that complement your own. The joint venture has to work contractually, but there should also be a good fit between the cultures of the two organisations fitting together like pieces of a jigsaw puzzle. Bringing a partner is a complex and cumbersome process. We literally put ourselves in the clients’ shoes to comprehend the objectives and important risk areas of the JV partner and help you in acquiring the right partner for success of the Joint venture. This is done by undertaking a due diligence exercise.

Agreements: Negotiation & Finalisation

Negotiation is a highly complex process and agreement can be a deal breaker if both the parties involved in a transaction do not reach a consensus on the terms involved. We bring in tremendous experience and knowledge in negotiating and drafting joint venture term sheets, agreements, shareholders’ and share subscription/purchase agreements which helps in smooth movement of the deal process and takes care of the needs of both the parties.

Valuation & Advising Joint Venture

Finding the right valuation is an art. Failure to identify appropriate valuation technique will result in paying an exorbitant amount of money for the asset. Our process helps you in arriving at fair valuation of business you wish to form a joint venture.

Joint Venture Consultancy

A joint venture is the coming together of two or more businesses for a specific purpose, which may or may not be for a limited duration. The purpose of the joint venture may be for the entry of the joint venture parties into a new business, or the entry into a new market, which requires the specific skills, expertise or the investment of each of the joint venture parties. The execution of a joint venture agreement setting out the rights and obligations of each of the parties is a norm for most joint ventures. The joint venture parties may also incorporate a new company which will engage in the proposed business. In such a case, the byelaws of the joint venture company would incorporate the agreement between the joint venture parties

Business Process Re-engineering

Each situation needs different professional expertise depending on which we offer end to end customized services so as to help you identify and grab opportunities, select the most effective restructuring plan and achieve your strategic goals.

Reduction of Capital

We advise client to arrive at the right size, timing and tax optimum structure for shareholders after in depth analyse of the balance sheet along with the future projections and business plan and other long term objectives. Our team will execute the selected option either as pure reduction (Section 66 of the Companies Act, 2013) or even by way of a scheme of arrangement as may be appropriate

Convertible Debentures

We suggest convertible debentures when the company.Has risky projects requiring small interest burden at the beginning and unable to raise fund through Equity.

Employee Shares Appreciation Rights

We suggest this option when the company wants to reward its employees for financial growth. This is similar to ESPP but here employees do not have to purchase anything and the incentive is in the form of cash.

Sweat Equity Shares

We suggest this for reasons similar to ESOP but for employees in exchange for providing know how/rights or other value addition.

Mergers & Acquisitions