TRANSACTION ADVISORY

Inorganic growth can provide a much-needed boost to a company’s capabilities. Investors must evaluate the accounting, tax, regulatory, legal, management and cultural aspects of the target company. While investors would like to have complete and accurate information to make critical decisions, such information is not readily available and is often difficult to evaluate. On-the- ground knowledge greatly improves the probability of a deal’s proper execution and success.

While we, at M. S. Chhajed, focus on enabling transactions between a range of operating structures such as corporate entities, limited liability partnerships, trusts and many others, we do so by developing a deep connect with the business model. Our team is involved at every stage of the process followed by post-transaction hand-holding until our client is ready for the final handover. By creating an assumption-led notion of the business model based on research, we gather the ability to see the value it can deliver, and thus make sure that the core of every transaction is driven by ‘trust’. We work as project managers with our goal being the success of your business and its continued growth. We don’t work just as your advisers or consultants but more as your “Implementation Partners”. Our range of transaction advisory and support services encompasses:

1. Foreign Exchange Management Compliance

Globalization and cross border transactions have increased the flow of funds, inbound and outbound, resulting into substantial regulations and compliances. Thus the need arises to keep a regular eye on foreign exchange transactions, in context of sectoral caps, investment caps, so as to circumvent from the huge penalties. In order to avoid such damaging circumstances and to ensure due compliance we provide following services:

Foreign Direct Investment Services
Investment by Non-Residents or Non-Resident Indian
Opening Liaison office in India
Opening Branch and Project office in India
Foreign investment Promotion Board approvals
Advisory on FEMA and DTAA provisions.
Compliances with the Reserve Bank of India
Representation and proceedings before Enforcement Directorate

2. Valuation

With continuous changes in regulatory and business environment, valuation of assets has become more complex than ever. This requires a reliable valuation advice with the right mix of knowledge, technical expertise, analytical skills, understanding of market dynamics and a high degree of professional judgment. At M. S. Chhajed & Co., with our leading-edge technical rigor combined with our in-depth industry knowledge and extensive experience, we offer legally driven independent and transparent business valuation services which encompass:

Valuation opinions for various reasons such as acquisition, investment, disposal, buyout, merger, amalgamations, restructuring, spin-off etc.
Valuations for International and Indian accounting standards
Tax valuations for inheritance tax, income tax purposes, including employee shares and share options
Investment and transactional advice, including fairness opinions
Accounting and financial reporting support
Tax planning support
Valuation for share purchase, investments and fund raising
Valuation for purchase price allocation for accounting for business combinations under IFRA and Indian GAAP
Build and review financial models

3. Mergers and Acquisitions

The need for consolidation of businesses and increased competition amongst companies has led to an increase in Merger & Acquisition activity over the past few years. M&A bring a number of legislations and complex accounting, tax and regulatory issues in play, making it critical to find a unique approach for efficient & timely conceptualization and implementation of the transaction. Our experience in different environments and jurisdictions, combined with industry and technical knowledge provide valuable insights and innovative M&A strategy. Our range of activities includes the following:

Forecasts
Assistance in relation to the fund-raising process
Financial, fiscal & regulatory review
Representation before various authorities like Registrar of Companies
Assess and manage acquisition / merger risk.
Structure acquisitions to optimize net cash flows.
Carry out pre-acquisition due diligence.
Ensure tax efficient deal structuring.
Ensure post-deal integration.
Optimize the tax and financial position of the combined enterprise.
Drafting and negotiation of transaction agreements in connection with M&A

4. Finance

Finance is the bloodline of the business and is crucial to its success. Team at M.S. Chhajed, has an exhaustive knowledge of domestic laws, as well as practical experience in issues relating to the Financial Sector. We have arrangements with senior advisors, who, in the past, have worked with the regulators and provide a valuable perspective.

Our team focuses on finding opportunities and leveraging them to the advantage of the clients through tailored and innovative approaches. The practice has been built upon complementary components of industry/sector knowledge, multifaceted tools and the ability to deliver services locally and globally.

We are your trusted partner for:

Preparing company for fund raising
Advice on business plan and projections
Access to the right debt and equity providers
Restructuring of existing business
Seeking approval for commencing new business activities
Seeking Private equity investments

5. Due Diligence

Due Diligence services help investors or sellers of a business identify the financial, business and sector-specific risks associated with a transaction. Effective due diligence is a must if parties are to be spared the enormous loss of time, money and reputation from deals that fail to meet expectations. Our focus lies on providing a holistic view beyond simple accounting analysis. The financial and tax due diligence process commences with defining the scope where we engage with the management to have a thorough understanding of the objectives of the proposed transaction. Once the scope is defined, field work commences.

Our approach while conducting due diligence for Buy Side, Sell Side and Vendor Support transactions is as follows:

Thoroughly understand the target entity’s business and provide insights on their operations
Extensively assess the risk profile of the target and its industry with respect to your investment objectives
Identify potential deal breakers
Identify and quantify the tax exposure in terms of hidden cost, contingencies and commitments
Showcase the strengths and weaknesses in the company’ financials
Identifying synergies between the companies
Vendor side due diligence
Financial, Legal and taxation due diligence to avoid future liabilities

6. Restructuring

Growing opportunities for foreign direct investment and strategic alliances in India have increased the need for transaction advisory and restructuring services. Constant examination of business practices and structures is necessary to ensure continual improvement, essential to flourish in today’s dynamic world. The need for structuring may arise due to various external and internal factors.

External factors could include:

Internal factors could include:

Enhancing business performance
Tax planning
Consolidation/separation of the business
Unlocking the value of the business
Business re-organisation – division/dispute resolution/succession
Profit repatriation
Winding up

At M. S. Chhajed, we provide a complete suite of financial and strategic advisory services in a manner that helps you drive transactions in the most efficient and effective way. While working as your partner, our approach is that of a Project Manager providing an end-to-end solution. We create value addition by helping in determining the following:

Structure of the entity
Identify optimal capital structures and financing strategies
Ensure that the restructuring is compliant with all regulations
Legal Compliances
Obtaining requisite approvals
Joint Venture/Strategic partnership
Corporate Restructuring
Merger / Demerger
ESOP Advisory
Winding up