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S T E A D F A S T B U S I N E S S C O N S U L T I N G L L P 2 2 M A R C H 2 0 2 1
www.steadfastconsultants.in
P R E S E N T A T I O N
TRANSACTION ADVISORY
PREFACE
Globalization and technology have completely revamped the
way business is conducted and monitored. Laws and regulations
are also continuously changing to stay abreast with the evolving
businesses/ business models. This leaves a vacuum between
what is, what is not and what it ought to be.
It is this vacuum that the Team at Steadfast fills in by adopting
the approach of ‘blending knowledge with experiential insights’.
We bring together a vast and diverse experience of handling
M&As across its landscape from incubation, initiation, to
implementation.
Our in-depth and cutting-edge knowledge of the tax laws and
regulations like SEBI, FEMA, Companies Act, Stamp Duty etc.,
and our vast experience of working across the transactional
topography viz., industry, scale, type and geography, helps
clients take informed decisions which stand the test of time.
3
WHAT WE SPECIALIZE IN
Corporate Restructuring
Regulatory Financial Structuring
Areas of Advisory we deal
with
www.steadfastconsultants.in
Acquisition Structuring Divestment Advisory
4
Succession Planning Inbound Investment Advisory Outbound Advisory Private Equity Transaction Advisory Funds, REIT, INVIT
Corporate and
International Tax
Post Deal Support Other Advisory
WHAT WE SPECIALIZE IN
CS Services NCLT Services
5
REGULATORY SERVICES
 Over the last several years, the Regulatory environment in India has become severely complex.
 On one hand the Government is looking at the ease of doing business in India to attract foreign capital, on the other,
market dynamics and business environment are often forcing regulators and law makers to adopt tough positions in the
implementation of these regulations.
 The regulators have, in last few years, substantially enhanced the onus of compliance on the business houses and / or
their management teams, that acts as an inherent motivation to pro-actively ensure compliances.
 Our experienced professionals in the field of Exchange Control laws including Foreign Direct Investment (FDI), Overseas
Direct Investment (ODI), other FEMA aspects, Companies Act, SEBI Regulations, Competition Law, Insolvency law, Real
Estate laws (RERA), SEZ Rules, Transfer Taxes – specifically Stamp Duties etc. help clients achieve their business
objectives in line with the applicable regulations.
 Our team partners with clients in providing overall guidance, assist in decision making, seeking necessary approvals,
overall compliances etc.
REGULATORY SERVICES
 Evaluate application of FDI / ODI Regulations
 Seeking necessary RBI/ FIPB approvals
 Complying with prescribed guidelines
FOREIGN EXCHANGE REGULATIONS
 Planning scheme of arrangements
 Securing approvals of Regional Director /
ROC / Official Liquidator
 Complying with provisions, procedures,
filings etc
COMPANIES ACT
 Compliance with SEBI takeover code, Other
SEBI Regulations
 Securities Contracts Regulation Act
 Stock exchange compliances in case of
NCLT Schemes
SEBI REGULATIONS
 Understanding state specific stamp duty
laws
 Planning levies / registration charges
 Adjudication proceedings etc.
STAMP DUTY
 Assessing application of Competition Law
 Seeking necessary CCI approvals
COMPETITION LAW
 Assessing Compliance with RERA
 SEZ Laws
REAL ESTATE REGULATIONS
 Advice on insolvency proceedings
 Strategizing Resolution plan
INSOLVENCY LAW
7
CORPORATE RESTRUCTURING
 Businesses in India are constantly looking to grow. Even regulatory changes such as introduction of the new Companies Act, adoption of new accounting
standards in India (Ind-AS), changes in the SEBI Takeover code and other regulations, Competition law and introduction of ‘GAAR’ require business houses to
evaluate alternate corporate restructuring tools to achieve compliance with these changing regulations along with desired business goals.
 With our demonstrated experience in this space, We assist in identifying alternate corporate restructuring options that may be available, critically evaluate the
same from each stakeholders perspective (shareholders, promoters, employees, vendors, business partners etc.), identify potential tax costs associated with
it, suggest suitable options for cash and tax rationalisation, evaluate regulatory hurdles if any, and help appropriate decision making.
 Given our end to end approach, we assist our clients in complete implementation of the restructuring plan by
→ Drafting / reviewing suitable documentation (schemes, buy back offers, board resolutions, shareholders approvals etc.),
→ Seeking appropriate stock exchange approvals (for listed companies), making applications and necessary representations before the NCLT (National
Company Law Tribunal),
→ Obtaining necessary regulatory approvals (such as from Regional Directors, Registrar of Companies, Official Liquidators, Reserve Bank of India etc.),
stamp duty adjudication etc.
 Our teams even assist in the post restructuring support. For details read section on Post Deal Support.
CORPORATE RESTRUCTURING
Merger
Demerger
Capital
Reduction
Buy Back
Slump Sale
Purchase price
allocation
RESTRUCTURING TOOLS
FINANCIAL STRUCTURING
 Extensive analysis of each transaction, enabling conceptualization, selection and
implementation of options from a tax and regulatory perspective.
 Structuring of transactions for entities in/ levels at which funds should be raised or
repatriated.
 IPO advisory for Indian/ overseas listing/ delisting.
 Instruments that should be used to raise or repatriate funds.
 Advice on profit extraction techniques such as share buybacks, redemption of
preference shares, capital reduction, royalties and management fees.
 Designing of appropriate capital structure.
ACQUISITION STRUCTURING
 Advise on domestic and inbound acquisition structuring for strategic
acquirers – directly or through appropriate intermediary jurisdictions.
→ Withholding of tax on dividends, interest, royalties, etc.
→ Tax treaty network of intermediary jurisdiction
→ Capital gains taxation on future divestment or exit
→ Capital market implications
→ Exchange control implications
→ Funding options
 We assist in structuring acquisitions, either by way of asset/ business
purchase or share purchase, from tax and regulatory perspective
DIVESTMENT ADVISORY
 Structuring tax and regulatory efficient exits posing certain unique challenges.
 Evaluating options – demerger, business/ asset disposal, stock sale, etc.
 Analysing and minimizing tax and regulatory implications.
 Comprehensive vendor due diligence – evaluating existing structure and exit mechanics along
with implementation assistance.
→ Capital gains
→ Stamp duty
→ Exchange control
→ Corporate law
→ Capital market issues
SUCCESSION PLANNING
 Family owned businesses are core to the Indian business environment. While these businesses grow from one generation to another, it is observed that less than
10% of the businesses survive after the forth generation.
 Planning succession encompasses succession of ownership, succession of management and succession of family values and name.
 Typically, continuity planning, conflict management and lack of effective communication are issues that are faced by all family run businesses. Given the culture
inherent to Indian families, protecting the family ethos and relationships is paramount.
CONTINUITY
PLANNING
Understanding the
Family vision – For the
business and for
personal wealth and
upbringing
Conflicts always exist. Key
is to manage the same for
survival of business and
family
Both business and
personal fronts and Fear of
conflict
CONFLICT
MANAGEMENT
LACK OF EFFECTIVE
COMMUNICATION
Key Issues Faced By Family
Business
SUCCESSION PLANNING
 At Steadfast , we understand the importance of succession planning and
work with many families to manage the generational change.
 We help in differentiating between the
→ Business issues (such as deciding the business strategy, choosing the
future leaders for business, attracting professional management) and
the
→ family issues (leadership development, engaging the next generation,
conflict management approach, reinvestment of profits, spent on
education, marriage, social status)
→ and assist the family members in decision making. We help families
design and set up their Family Constitution that act as a governance
framework for all business and family aspects.
 We assist in setting up a family council, next generation council, family
office and identify suitable protocols for conflict resolution and future
growth.
Segregate Business and
Family Issues
Act as a Governance
Framework
Showcases Commitment to
Fairness
Provides a Conflict
Resolution Mechanism
Role of Family Constitution
SUCCESSION PLANNING
 We even assist in identifying alternate ownership structures for the family (such
as holding companies, LLP, Trust etc.) for wealth maximization and protection, in
line with the business objectives.
 We critically evaluate the said options from a tax and regulatory perspective,
assist in selecting the most appropriate solution and thereafter in implementing
the same (including drafting of trust deeds, settlement agreements, wills, letter
of wishes, family protocols etc.).
 With our deep knowledge in the field of tax and regulatory, we identify the
impact of changing laws and business environment on succession and
inheritance of wealth.
 Our experts in this space even assist in situations of dispute in families,
arbitration, asset distribution, family settlement etc. and provide suitable inputs
from a tax, regulatory and business perspective.
INBOUND INVESTMENT ADVISORY
 understanding the business plan of the foreign investor,
 identifying FDI restrictions if any (including seeking necessary approvals),
 assisting in choosing the right location for business,
 suggesting the appropriate capital mix (Equity, Debt etc.),
We at Steadfast , help foreign companies fine tune their investment strategies
while making inbound investments. Our role encompasses:
India attracts substantial foreign direct investments every year across sectors.
While making inbound investments, foreign companies are always anxious
about understanding the business environment in India, the applicable laws and
regulations, restrictions if any, in their ability to carry on the proposed business,
overall taxation costs and areas of tax efficiency, compliances etc. in India.
INBOUND INVESTMENT ADVISORY
 Identifying the appropriate jurisdiction for entry into India from a tax and regulatory perspective,
 Identifying suitable corporate structure for carrying on business in India (company, LLP, Branch etc.),
 Potential profit and cash repatriation strategies,
 Choices of domestic fund raise, tax efficiencies through debt cost push down,
 Transaction structure advisory in case of an acquisition of an existing business (share deal Vs. Asset deal),
 Drafting / reviewing contracts with local joint venture partners, due diligence support, other business contracts,
 Overall tax cost and optimisation,
 Set up formalities,
 Ongoing tax and regulatory compliances etc.
 We even provide solutions around employee payroll, social security structures, Employee Stock Option planning etc.
Potential Transaction
Structure – Share Deal
Vs Asset Deal
Repatriation
and Exit
Strategies
Understand the Business
Plan
Plan Entry Strategy – select
jurisdiction for entry, select the
appropriate location, select form
of legal structure
Identify FDI Restrictions,
if any
Planning Capital Mix ( Debt, Equity, Domestic
Leverage etc.,)
LEGAL REGULATORY
INBOUND
INVESTMENT
ADVISORY
SERVICES
FINANCIAL
TAX
18
OUTBOUND ADVISORY
 With their investment and acquisition strategies,
 Identify extent of investments (including guarantees) that can be made,
 Optimum structure options based on the regulations of the foreign country,
 Identify jurisdictions for setting up international holding company,
 Choices of instruments for investments (capital mix),
 Potential tax reduction and optimisation options under the local laws of overseas countries,
 Profit and cash repatriation strategies,
 Fund raise and exit strategies,
 Options for debt push down,
Our experienced team helps Indian companies going overseas:
Many Indian business houses have made in-roads into the international market over the last several years. As Indian companies plan their global investments and
international growth strategies, various concerns arise in their minds with respect to business, tax and regulatory aspects – both from the perspective of India and
from the perspective of the country that they plan to invest in.
OUTBOUND ADVISORY
 Supply chain planning, global trading companies, intellectual property aspects,
 Transaction structure in case of acquisitions, due diligence support,
 Drafting / review of necessary contracts, set up formalities etc.
INDIA CO.
OVERSEAS
BUSINESS/ TARGET
OVERSEAS
BUSINESS/ TARGET
REPATRIATION STRATEGIES
FUND RAISE AND EXIT STRATEGIES
TAX EFFICIENCIES
INDIA CO.
INTERNATIONAL
HOLDING COMPANY
Direct Investment V. Investment through International Holding Company
PRIVATE EQUITY
 India continues to be an attractive destination for investments by Private
Equity funds (both global and domestic).
 Most international Private Equity funds have dedicated pools for
investments in Indian market.
 Competition in deals is increasing as a larger number of Private Equity
funds are participating in every opportunity.
 Private Equity (PE) funds are also developing pockets of strengths across
sectors and regions.
 Amongst others, sectors such as Manufacturing, Pharma, Renewables,
Real Estate, Infrastructure, Retail, IT/ITes etc. have witnessed a lot of
traction.
PRIVATE EQUITY
 At Steadfast , our professionals assist PE funds through their entire transaction lifecycle – from transaction evaluation and structuring, to investment
options, to repatriation strategies, to exit grooming.
 At the transaction evaluation stage, we assist with due diligence support, identify potential deal structures – given the structure of the PE fund and that of
the target company, suggest tax and cash efficiencies in the structure, provide negotiation support on the price and valuation, risk and litigation
perspective, indemnities, reps and warranties etc.
 In parallel, we assist PE funds identify alternate investment options such as FDI, FVCI, FPI routes etc., recommend choice of instruments based on the
commercial terms with the target, identify regulatory hurdles if any (such as FDI restrictions, applicable competition laws, SEBI Takeover code etc.).
 We extend extensive support in review of definitive agreements such as share purchase agreement, share subscription agreement, shareholder
agreement, terms of non-compete, use of brands, related party arrangements, structuring escrow arrangements, identifying options for security package
etc.
 Our teams clearly gather the objectives of the PE from the transaction and efficiently plan the repatriation and exit strategies so as to maximise the returns
to their investors. Once the transaction is signed / closed (as may be appropriate in each case), we assist the PE and the target in end to end
implementation of the entire deal structure.
 We assist Private Equity funds in setting up their fund structure as well for India investments. Please refer to the section on Funds, REIT’s and InvIT’s for
more details
Transaction Evaluation &
Structuring
Investment options Documentation Repatriation Strategies & Exit
Grooming
 Due Diligence
 Potential deal structure
 Cash and tax
efficiencies
 Negotiation support
 Alternate investment
options : FDI,FVCI,FPI etc.
 Choice of Instruments :
Equity, Preference,
Debentures
 Regulatory Hurdles : FDI
restrictions, Competition
Law, SEBI Takeover Code
 Definitive agreements
 Escrow arrangements
 Risk cover –
indemnities, reps and
warranties, holdbacks
etc.
 Tax efficiencies
 Regulatory challenges
 Return maximisation
Implementation
Support
 End - to End approach
 Project manage
implementation of
selected structure
PRIVATE EQUITY
23
TRANSACTION ADVISORY
 Diligence (vendor diligence, data room management, project manage the Investors diligence teams including providing insights to their diligence issues
etc.),
 Identify potential areas impacting valuation and suitably approach the same,
 Identify potential transaction structure (critically evaluate the same from a tax, regulatory, business and valuation perspective, maximize tax efficiencies in
the structure, discussions with the potential investor on the transaction structure etc.),
 Support in negotiation to the management,
At Steadfast, we work with Indian business houses through their entire transaction Lifecyle. We add to their management team’s bandwidth by extending
support in areas such as
Acquisitions and fund raise have become the new norm for growth for Indian businesses houses. Senior Management teams across Indian business
houses are continuously focusing on acquisitions, divestments, mergers, join ventures, fund raise (both private equity and debt), re-financing, IPO etc.
As they venture into these avenues of growth, various aspects need to be dealt with from a tax, regulatory and business advisory perspective.
TRANSACTION ADVISORY
ADD TO THE
MANAGEMENT
BANDWITH
DUE
DILIGENCE
SUPPORT DEAL
STRUCTURE
MANAGEMENT
TEAM RESCUE
DOCUMENTATION
REVIEW
STRUCTURING
EFFICIENT
USE OF
PROCEEDS
SUPPORT IN
CLOSING THE
TRANSACTION
TAX
PLANNING
 Protecting interests of the management team (compensation
re-alignment to market, roles re-alignment, ESOP, lock ins
etc.),
 Providing inputs on the risk factors identified by the investor
/ buyer (including contingent liabilities),
 Capital gains tax planning on exit, planning use of funds
realised,
 Providing structure for potential exit to investor etc.
 We extend extensive support in review of definitive
agreements such as share purchase agreement, share
subscription agreement, shareholder agreement, terms of
non-compete, use of brands, related party arrangements,
indemnity structures etc.
TAX DUE DILIGENCE
Review of
 Tax positions adopted in prior years
 Tax shields/ incentives
 Deferred tax
 Adequacy of tax provisions
 Tax compliances
 Audit/ assessment/ litigation status
Tax due diligence services involve review and analysis of potential tax
liabilities, exposures, receivables and attributes of a target company or
business. It impacts every aspect of and is integral to a business transaction.
In this regard, we offer direct as well as indirect tax due diligence services.
26
FUNDS
 India is considered as an attractive emerging market destination for
commitment of funds.
 Thus, established Private Equity houses, new age Fund Managers and even
Family houses are considering setting up fund structures in India. We partner
with them to design their strategy of fund structure for India focused
investments.
 We extensively evaluate need for set up of feeder fund overseas, need for set
up of SEBI’s registered Alternate Investment Funds (AIF), structure of the
investment manager, their carry, their location and residential status (India or
overseas), preferred jurisdictions for setting up overseas Fund (pooling vehicle,
feeder fund etc.),
 Upstreaming of proceeds, tax leakages thereon and options for rationalisation,
assessment of the applicable FDI regulations in downstream investments, tax
implications for the fund itself, exit strategies etc.
 Our experienced team helps in implementation of the selected fund structure
and undertakes drafting / review of the fund documentation and also assists
in seeking registration with SEBI as an AIF and provides regular tax and
regulatory compliance services as prescribed.
At Steadfast , we understand the business
of fund management and the regulatory
and tax environment around it.
Overseas
India
FUNDS
1. Offshore Fund Structure 2. Unified / Co-Investment Fund
Structure
01
ADVISOR
OFFSHORE FUND MANAGER
INVESTEE
COMPANIES
FOREIGN
INVESTORS
Offshore Fund to ensure tax neutrality / pass through to
Foreign Investors
02
01 Investment Management Agreement 02 Advisory Services Agreement 03 Advisory Services / Co Investment Agreement
Overseas
India
01
MANAGER
DOMESTIC
INVESTOR
MANAGER
FOREIGN
INVESTORS
02
INDIA
FUND
INVESTEE
COMPANIES
OFFSHORE FUND
03
28
REAL ESTATE INVESTMENTS TRUSTS AND
INFRASTRUCTURE INVESTMENT TRUSTS
 REIT”s and InvITs are structures in India that enable attracting yield based private investors to real estate and infrastructure sector respectively. SEBI
introduced the REIT’s and InvIT’s regulations in India in 2014 to attract fresh and patient capital in the sectors of real estate and infrastructure and reduce the
burden on the banking system.
 At Steadfast , our professionals have an extensive understanding of the market for REIT’s and InvIT’s.
 We provide strategic guidance to foreign and Indian asset owners to evaluate this opportunity to access capital markets, assess feasibility based on the
current asset portfolio and pipeline, provide overall guidance on expected valuation, evaluate potential tax leakages and provide optimum structures for
upstreaming cash yield to investors with minimum tax leakages (thereby improving cash return) etc.
 Our teams have a deep understanding of the regulatory provisions and provide guidance on analysing and applying the same to every situation, so as to
improve the marketability of the asset portfolio, enhance ability to raise funds, minimise tax incidence on secondary fund raise, plan exit strategies in line with
lock in conditions etc.
 We provide support in implementation as well by assisting in drafting and submitting necessary applications to SEBI for seeking registration, suitably liaise
and discuss with SEBI at all times, set up the Trust structure for the REIT / InvIT.
 We also set up relationships with independent Trustees, draft / review all contracts / documentation as may be necessary and prepare / review the business
plan from regulatory perspective etc.
Manages the Trust and Acts on behalf of unit
holders
REAL ESTATE INVESTMENTS TRUSTS AND INFRASTRUCTURE
INVESTMENT TRUSTS
MANAGER
HOLD CO
TRUSTEE
SPV SPV SPV
Project Manager
(only for InvIT)
SPONSOR/SPONSOR
GROUP + INVESTORS
Manages assets and Investment and undertakes
operational activities of the InvIT
Operation and Management
activities
Dividends and/or
Interest
Ownership
Fee
Distributions
Ownership of Units
Trustee’s Management Fee
Management Fee
Assets Assets Assets
TRUST
30
CORPORATE AND INTERNATIONAL TAX
 As Indian business houses are looking to access foreign capital or invest into countries outside
India, planning corporate and international tax strategies becomes crucial.
 Over the last few years, the Indian Government has been focusing on expanding the tax base
through digitization and e-governance.
 In addition, corporate and international tax is becoming increasingly challenging with changing
domestic laws in various parts of the world, OECD’s action plan on Base Erosion and Profit
Shifting (BEPS) and introduction of General Anti Avoidance Rules (GAAR) in India.
 The impact of these developments needs to be clearly understood and strategically adopted in
line with business interests.
 At Steadfast, we have extensive experience of advising clients in domestic, international and cross border transactions.. We support our
clients in tax and regulatory planning, overall tax strategy, litigation support, representations before the tax authorities, compliances and
filings.
 In addition, our experienced professionals help multinational clients set up their supply chain structures, trading company structures,
financing company structures, Intellectual property structures, other cross border transactions etc. by carefully marrying the extant tax
and regulatory regimes with the business objectives.
Corporate And
International Tax
Services
Impact of GAAR on
Corporate Tax
Strategies
BEPS and Impact
Thereof on
International
Structures
Planning Corporate and
International Tax
Strategies
Cross Border
Transactions
Supply Change,
Trading Company, IP
Ownership Structure
Representation Before
Tax Authorities &
Litigation Support
CORPORATE AND INTERNATIONAL TAX
32
POST DEAL SUPPORT
 In the M&A world, the success of every transaction is dependent upon the success of the integration of the parties involved.
 Effective planning towards actions required post the transaction help in smooth transition to the next phase of business.
 We at Steadfast , extend post deal support such as drafting necessary documentation, management of condition precedents, necessary Regulatory approvals,
project management of closure activities, compliance with FEMA, Companies Act and other applicable regulations.
 We even assist in post deal integration activities such as identifying the various licenses and registrations, government sanctions, awards, etc. that need to be
altered, or taken afresh, review of customer contracts, vendor contracts and other business contracts and
 Identify whether any intimation or approval is required, intimations / renewals of all registrations like PF, ESI, gratuity etc., intimation / renewal of insurance
policies, alignment of salary structures, payroll policies, intimation to banking partners, intimation to tax authorities for direct and indirect tax registrations,
transfer of tax credit balances (TDS, Advance tax, GST credits), migration / alteration of billing methodologies etc.
 We provide a structured approach by working along with the key stakeholders in the client’s team. Substantial time is spent on the planning, sequencing and
timing of every action so as to ensure there is no business disruption. Subsequently, our experienced team manages and implements the said framework.
33
Invoicing &
CRM
OVERALL PROJECT
MANAGEMENT
Payroll
Management
Tax
Efficiencies &
Credits
Regulatory Approvals
& Compliance
Integration Support
Licenses &
Registrations
POST DEAL SUPPORT
34
At SBC , we constantly strive to cater the requirements of our Clients/Business Partners to comply with
the complex requirements of Corporate Secretarial Compliance in the easiest possible manner.
 Corporate Secretarial Services includes assistance to our Clients/Business
Partners to manage and mitigate the risk of corporate non-compliance.
 With an ever-changing laws and compliances under the Companies Act,
2013, the need for professional assistance to comply with the legal
requirements has increased manifolds.
 Our focused and expert Corporate Secretarial Team offers a wide array of
customized solutions to meet your various needs
COMPANY LAW ADVISORY & SECRETARIAL SERVICES
35
Corporate Advisory
Inhouse Co-Sec Compliance Health
Check
Company & other
entity formation
SBC has a dedicated team of company secretaries , legal professionals and chartered accountants having extensive experience across various sectors in
numerous corporate laws and commercial/legal documentation. Our team understands the increasingly complex corporate and regulatory laws for all
corporate secretarial matters ranging from incorporation of an entity to winding up.
OUR SERVICES
36
Advisory Under Listing
Agreement & Insolvency
Corporate
Restructuring
Corporate Litigation
and Representation
Advisory on Intellectual
Property Laws
Corporate
Documents Retrieval
Issue Of Certificates
Under Various Statutes
Compliance under
SEBI Regulations
Secretarial
Compliance audit
37
ADVISORY ON NCLT, IBC CODE AND OTHER COMMERCIAL
LAWS
 We indulge in providing with the advisories with respect to various facets of I & B Code such as advisory on Corporate debts, insolvency crisis and other strategy
for insolvency resolution.
 Our formidable team of professionals has a rich experience and expertise in matters pertaining to Companies Act and Insolvency & Bankruptcy Code (IBC)
before National Company Law Tribunal (NCLT) and other aspects of Business and Corporate Laws in India including incorporation of companies, Corporate
restructuring, Applications under the Companies Act, 2013. We also render services of drafting of all types of commercial agreements such as franchise,
agency, distribution, leasing, licensing, technology transfer, manufacturing and joint ventures.
 We offer a line of services under Bankruptcy and insolvency laws:
1. Consultancy in Insolvency and Bankruptcy.
2. Advising secured and unsecured creditors on various aspects relating to claims against companies under Bankruptcy.
3. Assisting Bankruptcy.
4. Working in courts, tribunals including before National Company Law Tribunal (NCLT).
5. Handling cases on behalf of liquidators and receivers.
OTHER ADVISORY
 Our approach in business advisory is to help clients Think Outside the Box, shift
gears and take their businesses to the next level.
 We endeavor to answer the client’s 5Ws (who, what, where, when, why) and 1H
(how) on every business situation which assists the clients in evaluating every
business situation well and exploit their full potential to move in the right
direction.
Our other advisory/ consulting, including the following
 ESOP
 Start-ups
 Strategy
 Family arrangements such as settlements
 Outsourcing operations
 Miscellaneous
Contact us
HYDERABAD DELHI
C- 699A, 1st Floor, Sector-7, Palam
Extn., Dwarka, New Delhi, Delhi
110075
CHENNAI
Old no 19, New no 13B, New
Bangaru colony first Street, KK
Nagar West, Chennai 600078
BANGALORE
90/1, 3rd Floor, Pasha South
Square, Rathavilas Road,
Basavangudi, Bangalore -
560004
MUMBAI
Flat no.3, Plot no.226/227, Sion
East, Mumbai - 400022
Vizag: Level 3, Kupilli Arcade, Akkayyapalem, Visakhapatnam 530016,
Andhra Pradesh
Vijayawada: # 56-11-3, Sri Devi Complex, Y.V.R Street, MG Road, Patamata, Vijayawada, Andhra
Pradesh
Tirupati: H. No: 6-154/1, Syamala Nilayam, Near Water Tank, Akkarampalli, Tirupathi, Andhra Pradesh
Kurnool: #21, Top Floor, Skandanshi Vyapaar, New Bus Stand Road, Kurnool 518 003, Andhra
Pradesh
UAE Address: 2103, Bayswater Tower, Business Bay, Dubai,
UAE
USA Address: SBC LLC, 8 The Green, Suite A in the City
of Dover, Delaware - 19901
Suite 5, Level 3, Reliance Cyber
Ville,, Madhapur, Hitech City,
Hyderabad – 500081
Thank You
www.steadfastconsultan ts.in
SBC refers to one or more of Steadfast Business Consulting LLP (LLPIN: AAL-1503), a Hyderabad based Limited Liability Partnership, and its network of member firms, branches and affiliates. SBC provides tax, consulting, audit and financial advisory
services to clients within and beyond borders spanning multiple industries. With local connect and expertise put together with global outlook and capabilities, SBC believes in providing holistic solutions to clients tailored to meet business objectives and
address most complex challenges and at the same time be robust, scalable and sustainable from a tax, legal and regulatory standpoint.

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Steadfast Consulting Presentation on Transaction Advisory Services

  • 1. S T E A D F A S T B U S I N E S S C O N S U L T I N G L L P 2 2 M A R C H 2 0 2 1 www.steadfastconsultants.in P R E S E N T A T I O N TRANSACTION ADVISORY
  • 2. PREFACE Globalization and technology have completely revamped the way business is conducted and monitored. Laws and regulations are also continuously changing to stay abreast with the evolving businesses/ business models. This leaves a vacuum between what is, what is not and what it ought to be. It is this vacuum that the Team at Steadfast fills in by adopting the approach of ‘blending knowledge with experiential insights’. We bring together a vast and diverse experience of handling M&As across its landscape from incubation, initiation, to implementation. Our in-depth and cutting-edge knowledge of the tax laws and regulations like SEBI, FEMA, Companies Act, Stamp Duty etc., and our vast experience of working across the transactional topography viz., industry, scale, type and geography, helps clients take informed decisions which stand the test of time.
  • 3. 3 WHAT WE SPECIALIZE IN Corporate Restructuring Regulatory Financial Structuring Areas of Advisory we deal with www.steadfastconsultants.in Acquisition Structuring Divestment Advisory
  • 4. 4 Succession Planning Inbound Investment Advisory Outbound Advisory Private Equity Transaction Advisory Funds, REIT, INVIT Corporate and International Tax Post Deal Support Other Advisory WHAT WE SPECIALIZE IN CS Services NCLT Services
  • 5. 5 REGULATORY SERVICES  Over the last several years, the Regulatory environment in India has become severely complex.  On one hand the Government is looking at the ease of doing business in India to attract foreign capital, on the other, market dynamics and business environment are often forcing regulators and law makers to adopt tough positions in the implementation of these regulations.  The regulators have, in last few years, substantially enhanced the onus of compliance on the business houses and / or their management teams, that acts as an inherent motivation to pro-actively ensure compliances.  Our experienced professionals in the field of Exchange Control laws including Foreign Direct Investment (FDI), Overseas Direct Investment (ODI), other FEMA aspects, Companies Act, SEBI Regulations, Competition Law, Insolvency law, Real Estate laws (RERA), SEZ Rules, Transfer Taxes – specifically Stamp Duties etc. help clients achieve their business objectives in line with the applicable regulations.  Our team partners with clients in providing overall guidance, assist in decision making, seeking necessary approvals, overall compliances etc.
  • 6. REGULATORY SERVICES  Evaluate application of FDI / ODI Regulations  Seeking necessary RBI/ FIPB approvals  Complying with prescribed guidelines FOREIGN EXCHANGE REGULATIONS  Planning scheme of arrangements  Securing approvals of Regional Director / ROC / Official Liquidator  Complying with provisions, procedures, filings etc COMPANIES ACT  Compliance with SEBI takeover code, Other SEBI Regulations  Securities Contracts Regulation Act  Stock exchange compliances in case of NCLT Schemes SEBI REGULATIONS  Understanding state specific stamp duty laws  Planning levies / registration charges  Adjudication proceedings etc. STAMP DUTY  Assessing application of Competition Law  Seeking necessary CCI approvals COMPETITION LAW  Assessing Compliance with RERA  SEZ Laws REAL ESTATE REGULATIONS  Advice on insolvency proceedings  Strategizing Resolution plan INSOLVENCY LAW
  • 7. 7 CORPORATE RESTRUCTURING  Businesses in India are constantly looking to grow. Even regulatory changes such as introduction of the new Companies Act, adoption of new accounting standards in India (Ind-AS), changes in the SEBI Takeover code and other regulations, Competition law and introduction of ‘GAAR’ require business houses to evaluate alternate corporate restructuring tools to achieve compliance with these changing regulations along with desired business goals.  With our demonstrated experience in this space, We assist in identifying alternate corporate restructuring options that may be available, critically evaluate the same from each stakeholders perspective (shareholders, promoters, employees, vendors, business partners etc.), identify potential tax costs associated with it, suggest suitable options for cash and tax rationalisation, evaluate regulatory hurdles if any, and help appropriate decision making.  Given our end to end approach, we assist our clients in complete implementation of the restructuring plan by → Drafting / reviewing suitable documentation (schemes, buy back offers, board resolutions, shareholders approvals etc.), → Seeking appropriate stock exchange approvals (for listed companies), making applications and necessary representations before the NCLT (National Company Law Tribunal), → Obtaining necessary regulatory approvals (such as from Regional Directors, Registrar of Companies, Official Liquidators, Reserve Bank of India etc.), stamp duty adjudication etc.  Our teams even assist in the post restructuring support. For details read section on Post Deal Support.
  • 8. CORPORATE RESTRUCTURING Merger Demerger Capital Reduction Buy Back Slump Sale Purchase price allocation RESTRUCTURING TOOLS
  • 9. FINANCIAL STRUCTURING  Extensive analysis of each transaction, enabling conceptualization, selection and implementation of options from a tax and regulatory perspective.  Structuring of transactions for entities in/ levels at which funds should be raised or repatriated.  IPO advisory for Indian/ overseas listing/ delisting.  Instruments that should be used to raise or repatriate funds.  Advice on profit extraction techniques such as share buybacks, redemption of preference shares, capital reduction, royalties and management fees.  Designing of appropriate capital structure.
  • 10. ACQUISITION STRUCTURING  Advise on domestic and inbound acquisition structuring for strategic acquirers – directly or through appropriate intermediary jurisdictions. → Withholding of tax on dividends, interest, royalties, etc. → Tax treaty network of intermediary jurisdiction → Capital gains taxation on future divestment or exit → Capital market implications → Exchange control implications → Funding options  We assist in structuring acquisitions, either by way of asset/ business purchase or share purchase, from tax and regulatory perspective
  • 11. DIVESTMENT ADVISORY  Structuring tax and regulatory efficient exits posing certain unique challenges.  Evaluating options – demerger, business/ asset disposal, stock sale, etc.  Analysing and minimizing tax and regulatory implications.  Comprehensive vendor due diligence – evaluating existing structure and exit mechanics along with implementation assistance. → Capital gains → Stamp duty → Exchange control → Corporate law → Capital market issues
  • 12. SUCCESSION PLANNING  Family owned businesses are core to the Indian business environment. While these businesses grow from one generation to another, it is observed that less than 10% of the businesses survive after the forth generation.  Planning succession encompasses succession of ownership, succession of management and succession of family values and name.  Typically, continuity planning, conflict management and lack of effective communication are issues that are faced by all family run businesses. Given the culture inherent to Indian families, protecting the family ethos and relationships is paramount. CONTINUITY PLANNING Understanding the Family vision – For the business and for personal wealth and upbringing Conflicts always exist. Key is to manage the same for survival of business and family Both business and personal fronts and Fear of conflict CONFLICT MANAGEMENT LACK OF EFFECTIVE COMMUNICATION Key Issues Faced By Family Business
  • 13. SUCCESSION PLANNING  At Steadfast , we understand the importance of succession planning and work with many families to manage the generational change.  We help in differentiating between the → Business issues (such as deciding the business strategy, choosing the future leaders for business, attracting professional management) and the → family issues (leadership development, engaging the next generation, conflict management approach, reinvestment of profits, spent on education, marriage, social status) → and assist the family members in decision making. We help families design and set up their Family Constitution that act as a governance framework for all business and family aspects.  We assist in setting up a family council, next generation council, family office and identify suitable protocols for conflict resolution and future growth. Segregate Business and Family Issues Act as a Governance Framework Showcases Commitment to Fairness Provides a Conflict Resolution Mechanism Role of Family Constitution
  • 14. SUCCESSION PLANNING  We even assist in identifying alternate ownership structures for the family (such as holding companies, LLP, Trust etc.) for wealth maximization and protection, in line with the business objectives.  We critically evaluate the said options from a tax and regulatory perspective, assist in selecting the most appropriate solution and thereafter in implementing the same (including drafting of trust deeds, settlement agreements, wills, letter of wishes, family protocols etc.).  With our deep knowledge in the field of tax and regulatory, we identify the impact of changing laws and business environment on succession and inheritance of wealth.  Our experts in this space even assist in situations of dispute in families, arbitration, asset distribution, family settlement etc. and provide suitable inputs from a tax, regulatory and business perspective.
  • 15. INBOUND INVESTMENT ADVISORY  understanding the business plan of the foreign investor,  identifying FDI restrictions if any (including seeking necessary approvals),  assisting in choosing the right location for business,  suggesting the appropriate capital mix (Equity, Debt etc.), We at Steadfast , help foreign companies fine tune their investment strategies while making inbound investments. Our role encompasses: India attracts substantial foreign direct investments every year across sectors. While making inbound investments, foreign companies are always anxious about understanding the business environment in India, the applicable laws and regulations, restrictions if any, in their ability to carry on the proposed business, overall taxation costs and areas of tax efficiency, compliances etc. in India.
  • 16. INBOUND INVESTMENT ADVISORY  Identifying the appropriate jurisdiction for entry into India from a tax and regulatory perspective,  Identifying suitable corporate structure for carrying on business in India (company, LLP, Branch etc.),  Potential profit and cash repatriation strategies,  Choices of domestic fund raise, tax efficiencies through debt cost push down,  Transaction structure advisory in case of an acquisition of an existing business (share deal Vs. Asset deal),  Drafting / reviewing contracts with local joint venture partners, due diligence support, other business contracts,  Overall tax cost and optimisation,  Set up formalities,  Ongoing tax and regulatory compliances etc.  We even provide solutions around employee payroll, social security structures, Employee Stock Option planning etc.
  • 17. Potential Transaction Structure – Share Deal Vs Asset Deal Repatriation and Exit Strategies Understand the Business Plan Plan Entry Strategy – select jurisdiction for entry, select the appropriate location, select form of legal structure Identify FDI Restrictions, if any Planning Capital Mix ( Debt, Equity, Domestic Leverage etc.,) LEGAL REGULATORY INBOUND INVESTMENT ADVISORY SERVICES FINANCIAL TAX
  • 18. 18 OUTBOUND ADVISORY  With their investment and acquisition strategies,  Identify extent of investments (including guarantees) that can be made,  Optimum structure options based on the regulations of the foreign country,  Identify jurisdictions for setting up international holding company,  Choices of instruments for investments (capital mix),  Potential tax reduction and optimisation options under the local laws of overseas countries,  Profit and cash repatriation strategies,  Fund raise and exit strategies,  Options for debt push down, Our experienced team helps Indian companies going overseas: Many Indian business houses have made in-roads into the international market over the last several years. As Indian companies plan their global investments and international growth strategies, various concerns arise in their minds with respect to business, tax and regulatory aspects – both from the perspective of India and from the perspective of the country that they plan to invest in.
  • 19. OUTBOUND ADVISORY  Supply chain planning, global trading companies, intellectual property aspects,  Transaction structure in case of acquisitions, due diligence support,  Drafting / review of necessary contracts, set up formalities etc. INDIA CO. OVERSEAS BUSINESS/ TARGET OVERSEAS BUSINESS/ TARGET REPATRIATION STRATEGIES FUND RAISE AND EXIT STRATEGIES TAX EFFICIENCIES INDIA CO. INTERNATIONAL HOLDING COMPANY Direct Investment V. Investment through International Holding Company
  • 20. PRIVATE EQUITY  India continues to be an attractive destination for investments by Private Equity funds (both global and domestic).  Most international Private Equity funds have dedicated pools for investments in Indian market.  Competition in deals is increasing as a larger number of Private Equity funds are participating in every opportunity.  Private Equity (PE) funds are also developing pockets of strengths across sectors and regions.  Amongst others, sectors such as Manufacturing, Pharma, Renewables, Real Estate, Infrastructure, Retail, IT/ITes etc. have witnessed a lot of traction.
  • 21. PRIVATE EQUITY  At Steadfast , our professionals assist PE funds through their entire transaction lifecycle – from transaction evaluation and structuring, to investment options, to repatriation strategies, to exit grooming.  At the transaction evaluation stage, we assist with due diligence support, identify potential deal structures – given the structure of the PE fund and that of the target company, suggest tax and cash efficiencies in the structure, provide negotiation support on the price and valuation, risk and litigation perspective, indemnities, reps and warranties etc.  In parallel, we assist PE funds identify alternate investment options such as FDI, FVCI, FPI routes etc., recommend choice of instruments based on the commercial terms with the target, identify regulatory hurdles if any (such as FDI restrictions, applicable competition laws, SEBI Takeover code etc.).  We extend extensive support in review of definitive agreements such as share purchase agreement, share subscription agreement, shareholder agreement, terms of non-compete, use of brands, related party arrangements, structuring escrow arrangements, identifying options for security package etc.  Our teams clearly gather the objectives of the PE from the transaction and efficiently plan the repatriation and exit strategies so as to maximise the returns to their investors. Once the transaction is signed / closed (as may be appropriate in each case), we assist the PE and the target in end to end implementation of the entire deal structure.  We assist Private Equity funds in setting up their fund structure as well for India investments. Please refer to the section on Funds, REIT’s and InvIT’s for more details
  • 22. Transaction Evaluation & Structuring Investment options Documentation Repatriation Strategies & Exit Grooming  Due Diligence  Potential deal structure  Cash and tax efficiencies  Negotiation support  Alternate investment options : FDI,FVCI,FPI etc.  Choice of Instruments : Equity, Preference, Debentures  Regulatory Hurdles : FDI restrictions, Competition Law, SEBI Takeover Code  Definitive agreements  Escrow arrangements  Risk cover – indemnities, reps and warranties, holdbacks etc.  Tax efficiencies  Regulatory challenges  Return maximisation Implementation Support  End - to End approach  Project manage implementation of selected structure PRIVATE EQUITY
  • 23. 23 TRANSACTION ADVISORY  Diligence (vendor diligence, data room management, project manage the Investors diligence teams including providing insights to their diligence issues etc.),  Identify potential areas impacting valuation and suitably approach the same,  Identify potential transaction structure (critically evaluate the same from a tax, regulatory, business and valuation perspective, maximize tax efficiencies in the structure, discussions with the potential investor on the transaction structure etc.),  Support in negotiation to the management, At Steadfast, we work with Indian business houses through their entire transaction Lifecyle. We add to their management team’s bandwidth by extending support in areas such as Acquisitions and fund raise have become the new norm for growth for Indian businesses houses. Senior Management teams across Indian business houses are continuously focusing on acquisitions, divestments, mergers, join ventures, fund raise (both private equity and debt), re-financing, IPO etc. As they venture into these avenues of growth, various aspects need to be dealt with from a tax, regulatory and business advisory perspective.
  • 24. TRANSACTION ADVISORY ADD TO THE MANAGEMENT BANDWITH DUE DILIGENCE SUPPORT DEAL STRUCTURE MANAGEMENT TEAM RESCUE DOCUMENTATION REVIEW STRUCTURING EFFICIENT USE OF PROCEEDS SUPPORT IN CLOSING THE TRANSACTION TAX PLANNING  Protecting interests of the management team (compensation re-alignment to market, roles re-alignment, ESOP, lock ins etc.),  Providing inputs on the risk factors identified by the investor / buyer (including contingent liabilities),  Capital gains tax planning on exit, planning use of funds realised,  Providing structure for potential exit to investor etc.  We extend extensive support in review of definitive agreements such as share purchase agreement, share subscription agreement, shareholder agreement, terms of non-compete, use of brands, related party arrangements, indemnity structures etc.
  • 25. TAX DUE DILIGENCE Review of  Tax positions adopted in prior years  Tax shields/ incentives  Deferred tax  Adequacy of tax provisions  Tax compliances  Audit/ assessment/ litigation status Tax due diligence services involve review and analysis of potential tax liabilities, exposures, receivables and attributes of a target company or business. It impacts every aspect of and is integral to a business transaction. In this regard, we offer direct as well as indirect tax due diligence services.
  • 26. 26 FUNDS  India is considered as an attractive emerging market destination for commitment of funds.  Thus, established Private Equity houses, new age Fund Managers and even Family houses are considering setting up fund structures in India. We partner with them to design their strategy of fund structure for India focused investments.  We extensively evaluate need for set up of feeder fund overseas, need for set up of SEBI’s registered Alternate Investment Funds (AIF), structure of the investment manager, their carry, their location and residential status (India or overseas), preferred jurisdictions for setting up overseas Fund (pooling vehicle, feeder fund etc.),  Upstreaming of proceeds, tax leakages thereon and options for rationalisation, assessment of the applicable FDI regulations in downstream investments, tax implications for the fund itself, exit strategies etc.  Our experienced team helps in implementation of the selected fund structure and undertakes drafting / review of the fund documentation and also assists in seeking registration with SEBI as an AIF and provides regular tax and regulatory compliance services as prescribed. At Steadfast , we understand the business of fund management and the regulatory and tax environment around it.
  • 27. Overseas India FUNDS 1. Offshore Fund Structure 2. Unified / Co-Investment Fund Structure 01 ADVISOR OFFSHORE FUND MANAGER INVESTEE COMPANIES FOREIGN INVESTORS Offshore Fund to ensure tax neutrality / pass through to Foreign Investors 02 01 Investment Management Agreement 02 Advisory Services Agreement 03 Advisory Services / Co Investment Agreement Overseas India 01 MANAGER DOMESTIC INVESTOR MANAGER FOREIGN INVESTORS 02 INDIA FUND INVESTEE COMPANIES OFFSHORE FUND 03
  • 28. 28 REAL ESTATE INVESTMENTS TRUSTS AND INFRASTRUCTURE INVESTMENT TRUSTS  REIT”s and InvITs are structures in India that enable attracting yield based private investors to real estate and infrastructure sector respectively. SEBI introduced the REIT’s and InvIT’s regulations in India in 2014 to attract fresh and patient capital in the sectors of real estate and infrastructure and reduce the burden on the banking system.  At Steadfast , our professionals have an extensive understanding of the market for REIT’s and InvIT’s.  We provide strategic guidance to foreign and Indian asset owners to evaluate this opportunity to access capital markets, assess feasibility based on the current asset portfolio and pipeline, provide overall guidance on expected valuation, evaluate potential tax leakages and provide optimum structures for upstreaming cash yield to investors with minimum tax leakages (thereby improving cash return) etc.  Our teams have a deep understanding of the regulatory provisions and provide guidance on analysing and applying the same to every situation, so as to improve the marketability of the asset portfolio, enhance ability to raise funds, minimise tax incidence on secondary fund raise, plan exit strategies in line with lock in conditions etc.  We provide support in implementation as well by assisting in drafting and submitting necessary applications to SEBI for seeking registration, suitably liaise and discuss with SEBI at all times, set up the Trust structure for the REIT / InvIT.  We also set up relationships with independent Trustees, draft / review all contracts / documentation as may be necessary and prepare / review the business plan from regulatory perspective etc.
  • 29. Manages the Trust and Acts on behalf of unit holders REAL ESTATE INVESTMENTS TRUSTS AND INFRASTRUCTURE INVESTMENT TRUSTS MANAGER HOLD CO TRUSTEE SPV SPV SPV Project Manager (only for InvIT) SPONSOR/SPONSOR GROUP + INVESTORS Manages assets and Investment and undertakes operational activities of the InvIT Operation and Management activities Dividends and/or Interest Ownership Fee Distributions Ownership of Units Trustee’s Management Fee Management Fee Assets Assets Assets TRUST
  • 30. 30 CORPORATE AND INTERNATIONAL TAX  As Indian business houses are looking to access foreign capital or invest into countries outside India, planning corporate and international tax strategies becomes crucial.  Over the last few years, the Indian Government has been focusing on expanding the tax base through digitization and e-governance.  In addition, corporate and international tax is becoming increasingly challenging with changing domestic laws in various parts of the world, OECD’s action plan on Base Erosion and Profit Shifting (BEPS) and introduction of General Anti Avoidance Rules (GAAR) in India.  The impact of these developments needs to be clearly understood and strategically adopted in line with business interests.  At Steadfast, we have extensive experience of advising clients in domestic, international and cross border transactions.. We support our clients in tax and regulatory planning, overall tax strategy, litigation support, representations before the tax authorities, compliances and filings.  In addition, our experienced professionals help multinational clients set up their supply chain structures, trading company structures, financing company structures, Intellectual property structures, other cross border transactions etc. by carefully marrying the extant tax and regulatory regimes with the business objectives.
  • 31. Corporate And International Tax Services Impact of GAAR on Corporate Tax Strategies BEPS and Impact Thereof on International Structures Planning Corporate and International Tax Strategies Cross Border Transactions Supply Change, Trading Company, IP Ownership Structure Representation Before Tax Authorities & Litigation Support CORPORATE AND INTERNATIONAL TAX
  • 32. 32 POST DEAL SUPPORT  In the M&A world, the success of every transaction is dependent upon the success of the integration of the parties involved.  Effective planning towards actions required post the transaction help in smooth transition to the next phase of business.  We at Steadfast , extend post deal support such as drafting necessary documentation, management of condition precedents, necessary Regulatory approvals, project management of closure activities, compliance with FEMA, Companies Act and other applicable regulations.  We even assist in post deal integration activities such as identifying the various licenses and registrations, government sanctions, awards, etc. that need to be altered, or taken afresh, review of customer contracts, vendor contracts and other business contracts and  Identify whether any intimation or approval is required, intimations / renewals of all registrations like PF, ESI, gratuity etc., intimation / renewal of insurance policies, alignment of salary structures, payroll policies, intimation to banking partners, intimation to tax authorities for direct and indirect tax registrations, transfer of tax credit balances (TDS, Advance tax, GST credits), migration / alteration of billing methodologies etc.  We provide a structured approach by working along with the key stakeholders in the client’s team. Substantial time is spent on the planning, sequencing and timing of every action so as to ensure there is no business disruption. Subsequently, our experienced team manages and implements the said framework.
  • 33. 33 Invoicing & CRM OVERALL PROJECT MANAGEMENT Payroll Management Tax Efficiencies & Credits Regulatory Approvals & Compliance Integration Support Licenses & Registrations POST DEAL SUPPORT
  • 34. 34 At SBC , we constantly strive to cater the requirements of our Clients/Business Partners to comply with the complex requirements of Corporate Secretarial Compliance in the easiest possible manner.  Corporate Secretarial Services includes assistance to our Clients/Business Partners to manage and mitigate the risk of corporate non-compliance.  With an ever-changing laws and compliances under the Companies Act, 2013, the need for professional assistance to comply with the legal requirements has increased manifolds.  Our focused and expert Corporate Secretarial Team offers a wide array of customized solutions to meet your various needs COMPANY LAW ADVISORY & SECRETARIAL SERVICES
  • 35. 35 Corporate Advisory Inhouse Co-Sec Compliance Health Check Company & other entity formation SBC has a dedicated team of company secretaries , legal professionals and chartered accountants having extensive experience across various sectors in numerous corporate laws and commercial/legal documentation. Our team understands the increasingly complex corporate and regulatory laws for all corporate secretarial matters ranging from incorporation of an entity to winding up. OUR SERVICES
  • 36. 36 Advisory Under Listing Agreement & Insolvency Corporate Restructuring Corporate Litigation and Representation Advisory on Intellectual Property Laws Corporate Documents Retrieval Issue Of Certificates Under Various Statutes Compliance under SEBI Regulations Secretarial Compliance audit
  • 37. 37 ADVISORY ON NCLT, IBC CODE AND OTHER COMMERCIAL LAWS  We indulge in providing with the advisories with respect to various facets of I & B Code such as advisory on Corporate debts, insolvency crisis and other strategy for insolvency resolution.  Our formidable team of professionals has a rich experience and expertise in matters pertaining to Companies Act and Insolvency & Bankruptcy Code (IBC) before National Company Law Tribunal (NCLT) and other aspects of Business and Corporate Laws in India including incorporation of companies, Corporate restructuring, Applications under the Companies Act, 2013. We also render services of drafting of all types of commercial agreements such as franchise, agency, distribution, leasing, licensing, technology transfer, manufacturing and joint ventures.  We offer a line of services under Bankruptcy and insolvency laws: 1. Consultancy in Insolvency and Bankruptcy. 2. Advising secured and unsecured creditors on various aspects relating to claims against companies under Bankruptcy. 3. Assisting Bankruptcy. 4. Working in courts, tribunals including before National Company Law Tribunal (NCLT). 5. Handling cases on behalf of liquidators and receivers.
  • 38. OTHER ADVISORY  Our approach in business advisory is to help clients Think Outside the Box, shift gears and take their businesses to the next level.  We endeavor to answer the client’s 5Ws (who, what, where, when, why) and 1H (how) on every business situation which assists the clients in evaluating every business situation well and exploit their full potential to move in the right direction. Our other advisory/ consulting, including the following  ESOP  Start-ups  Strategy  Family arrangements such as settlements  Outsourcing operations  Miscellaneous
  • 39. Contact us HYDERABAD DELHI C- 699A, 1st Floor, Sector-7, Palam Extn., Dwarka, New Delhi, Delhi 110075 CHENNAI Old no 19, New no 13B, New Bangaru colony first Street, KK Nagar West, Chennai 600078 BANGALORE 90/1, 3rd Floor, Pasha South Square, Rathavilas Road, Basavangudi, Bangalore - 560004 MUMBAI Flat no.3, Plot no.226/227, Sion East, Mumbai - 400022 Vizag: Level 3, Kupilli Arcade, Akkayyapalem, Visakhapatnam 530016, Andhra Pradesh Vijayawada: # 56-11-3, Sri Devi Complex, Y.V.R Street, MG Road, Patamata, Vijayawada, Andhra Pradesh Tirupati: H. No: 6-154/1, Syamala Nilayam, Near Water Tank, Akkarampalli, Tirupathi, Andhra Pradesh Kurnool: #21, Top Floor, Skandanshi Vyapaar, New Bus Stand Road, Kurnool 518 003, Andhra Pradesh UAE Address: 2103, Bayswater Tower, Business Bay, Dubai, UAE USA Address: SBC LLC, 8 The Green, Suite A in the City of Dover, Delaware - 19901 Suite 5, Level 3, Reliance Cyber Ville,, Madhapur, Hitech City, Hyderabad – 500081
  • 40. Thank You www.steadfastconsultan ts.in SBC refers to one or more of Steadfast Business Consulting LLP (LLPIN: AAL-1503), a Hyderabad based Limited Liability Partnership, and its network of member firms, branches and affiliates. SBC provides tax, consulting, audit and financial advisory services to clients within and beyond borders spanning multiple industries. With local connect and expertise put together with global outlook and capabilities, SBC believes in providing holistic solutions to clients tailored to meet business objectives and address most complex challenges and at the same time be robust, scalable and sustainable from a tax, legal and regulatory standpoint.