Strategic advisory and governance support for businesses navigating restructuring, M&A transactions, FEMA compliance, shareholder matters, and commercial contracts — delivered with the precision your business decisions demand.
From strategic restructuring and M&A due diligence to FEMA filings, shareholder agreements, compliance health checks, and commercial contract vetting — every dimension of corporate governance, handled.
Business restructuring — whether a merger, demerger, slump sale, business transfer, or internal reorganisation — has significant legal, tax, and regulatory implications that must be sequenced carefully. A poorly structured reorganisation can trigger unexpected capital gains, stamp duty, GST, or FEMA obligations. We provide end-to-end strategic advisory: identifying the optimal restructuring route, modelling the tax impact, drafting transaction documents, and managing regulatory filings with the ROC, Income Tax authorities, and RBI where applicable.
Before any merger, acquisition, or significant investment, a thorough due diligence review protects the buyer or investor from inheriting hidden liabilities, regulatory non-compliances, title defects, or undisclosed claims. Our due diligence process covers corporate, statutory, tax, contractual, and FEMA dimensions — producing a structured report that identifies red flags, quantifies risks, and recommends representations and warranties or price adjustments to be built into the transaction documents.
A Shareholders' Agreement (SHA) is the foundational governance document that defines how a company is controlled and what happens when shareholders disagree, exit, or bring in new investors. Without a robust SHA, disputes over board composition, dividend policy, transfer restrictions, anti-dilution protections, and exit mechanisms can paralyse a business. We draft, review, and negotiate SHAs — including Investor Rights Agreements and Subscription Agreements — tailored to the company's stage, sector, and investor expectations. We also ensure downstream compliance with the Companies Act and FEMA wherever the SHA creates obligations.
Any Indian company receiving foreign investment — whether through FDI under the automatic route or government route — must comply with FEMA, 1999 and the rules issued by the RBI. This includes filing Form FCGPR within 30 days of share allotment, reporting downstream investments, maintaining Overseas Direct Investment (ODI) records, and ensuring that pricing, sector caps, and conditionality requirements are met. Non-compliance with FEMA attracts compounding penalties and can create serious obstacles to future fundraising or exit. We manage the full FEMA filing and compliance lifecycle.
Most businesses only discover compliance gaps when a transaction is underway — during due diligence — or worse, when a show-cause notice arrives. A proactive Compliance Health Check identifies statutory, regulatory, and governance gaps before they become deal-breakers or liabilities. We conduct structured health checks across MCA filings, income tax, GST, labour law, FEMA, and sector-specific regulations — producing a prioritised risk register with remediation steps so your leadership team can act before being forced to. Ideal as a pre-fundraising, pre-transaction, or annual board-level exercise.
Commercial contracts are the foundation of every business relationship — and a poorly drafted clause can result in disputes, loss of revenue, unintended indemnity exposure, or unenforceable obligations. We draft and vet a wide range of commercial agreements from a combined legal and financial perspective, ensuring that payment terms, liability caps, IP ownership, termination triggers, and dispute resolution mechanisms are commercially sound and legally enforceable under Indian law. We also review contracts presented by counterparties — identifying one-sided clauses, hidden obligations, and risks before you sign.
Every foreign investment transaction triggers specific RBI reporting obligations within tight timelines. Missing them attracts compounding penalties under FEMA.
A structured four-step approach — from understanding your business context and identifying risks, to delivering actionable advice, executing transactions, and maintaining ongoing compliance.
We begin with a detailed briefing on your business structure, ownership, pending transactions, and governance concerns — identifying the specific legal, tax, and regulatory risks that need to be addressed.
We analyse the transaction or governance issue across all relevant legal and financial dimensions — modelling alternatives, evaluating tax impact, and identifying the most efficient, compliant structure.
We draft transaction documents, board resolutions, shareholder agreements, or due diligence reports — and manage all downstream filings with the ROC, RBI, and income tax authorities.
Post-transaction, we remain engaged — monitoring compliance obligations created by the transaction, flagging regulatory changes, and conducting periodic health checks to keep governance robust.
From family businesses undertaking succession restructuring to startups completing their first funding round and mid-size companies navigating M&A — our corporate governance and advisory practice is built on transactional precision, regulatory depth, and commercial judgment.
We approach every governance and transactional matter from both a legal and financial perspective — ensuring advice is not just technically correct, but commercially sound and tax-efficient.
We identify compliance risks before they surface in due diligence or regulatory inquiry — giving you time to remediate rather than react, and protecting transaction value.
Our FEMA and RBI advisory practice covers the full spectrum — FDI inflows, ODI outflows, ECB, share transfers, and compounding applications — with zero tolerance for filing gaps.
Every engagement is led by a senior advisor — not delegated to junior staff. Your governance matters receive the judgement and attention they deserve at every stage.
Whether you need a strategic restructuring plan, a compliance health check before a funding round, FEMA filings for a foreign investor, a due diligence review, a shareholder agreement, or a commercial contract vetted — we are ready.
4th Floor, Solitaire 1, New Link Rd, Malad West, Mumbai 400064.
+91-8169820387 | 022-46022657