Legal & Secretarial Consulting

Corporate citizenry is serious stuff. Taking it lightly can have serious repercussions for the business.

Compliance with corporate laws is not an option. It is mandatory. Companies that have taken compliances lightly have ended up paying huge penalties, with their directors having to face strictest of action for dereliction of their individual responsibilities and providing poor corporate governance.

Non-compliance never earned any corporate good reputation. Investors get wary of investing in bad corporate citizens. It gets hard to retain good human talent, leave aside attracting fresh talent.

Corporate non-compliance can be a risky and costly affair. We can help you to be on the right side of law, always.

Does your business have robust internal mechanisms to ensure 100% compliance with the applicable corporate laws at all times?

We undertake an extensive diagnosis of the company’s level of compliance against the applicable laws. Based on the evaluation, we help create an environment that ensures that the company earns a reputation for being a law abiding corporate citizen and remains on the right side of law at all times.

Is the top management of the business aware of its own legal responsibilities?

Our key job is to make the directors of the company fully aware of their individual legal accountabilities, and capable of dispensing upon them. We make them aware of those compliance aspects the infringement of which could lead to heavy monetary penalties, non-bailable offence, or imprisonment for company’s directors.

Is your invaluable intellectual property duly safeguarded against plagiarism or external infringement?

We provide extensive support in matters relating to registration of the patents and trademarks owned by your business, under the relevant classes. Additionally, we keep surveillance to identify if another business is applying for similar registration with minor changes.

Is there a process to ensure that the company personnel get aware of the upcoming laws and latest changes to prevailing laws, as applicable?

We hold awareness sessions with the client’s personnel to create awareness around the prevailing laws as applicable to company’s business. We regularly share any latest communiques as may be rolled out by various government authorities. For any new upcoming laws or changes in prevailing ones, we provide our own opinion on potential impact of such changes on the company’s business.

A Closer Look – Case Study 1

Getting ready for a sell-out of a public listed auto components company

Challenge:

A public listed auto-components manufacturer was looking for sell-out options. The challenge with the business was that it had been at a complete stand-still for almost 15 years, with no manufacturing activity, no accounting records kept, no legal compliances done, outstanding loans and pending legal matters.

Solution:

We helped the client become fully prepared for a potential. buy-out. Once that was done, we negotiated with the banks and other lenders to agree upon a point of settlement for the outstanding dues.

Approach:

We helped the client in updating their accounts for previous 15 years, and undertook a detailed due-diligence (both financial and legal). We prepared a comprehensive list of legal compliance requirements, evaluated the extent of company’s non-compliance over 15 years of latency, and calculated the total penalties that would have to be paid to become fully compliant. We also prepared a list of overall negotiated amount due to the lenders.

Result:

Any potential buyer would be able to get the latest status for the extent of non-compliance that had been built up over the years, the overall financial implication for making it fully compliant, and also the settlement point with various lenders. This readiness would be used as the base for deciding upon the buy-out price for the business.

A Closer Look – Case Study 2

Getting ready for the buy-out of a large brand in the F&B space

Challenge:

The client, a potential investor, was wanting to buy-out a large F&B brand, along with its business assets, sans the company and company assets. However, the ERP used at the target company was far too obsolete to churn out any meaningful management information that would lend insight into the company’s cost and revenue drivers and the overall scope for profitability through the future years.

Solution:

Our core objective was to project the profitability over the next 5 years, given the existing scale of capabilities of the business and future market projections. Based on these numbers, a valuation exercise was undertaken to get to a logical purchase price.

Approach:

We undertook a thorough due diligence to evaluate the overall capabilities of the business and its assets, its various cost and revenue drivers. Additionally, we gathered market intelligence around the scope for casual dining business in India over the next 5 years.

Result:

The future profitability projections for the next 5 years, along with the business valuation of the target company were presented to the client for the purpose of evaluating its options. We represented our client as a moderator for negotiating upon the buy-price right till the closure of the deal.

A Closer Look – Case Study 3

A mental health company seeking investment for a novel product

Challenge:

The client, a private limited company in the space of mental health had turned around a novel product after a decade of research around “how to evaluate mental wellness”. They were looking for support on structuring of the transaction, and the vetting of various agreements with the potential investor.

Solution:

We helped the client primarily with the motive of safeguarding the promoter’s interest in the transaction that implied shares changing hands. Our scope involved negotiating with the the potential investor’s financial and legal team to get the optimum valuation for the business.

Approach:

We helped the client with various legal matters as relating to the transaction, both with pre and post closure compliances, that involved execution of various agreements (shareholders’ agreement, share purchase agreement), allotment of shares, share transfer, payment of stamp duty, appointment of nominee director, holding board and general meetings etc.

Result:

A seamless exercise in completing the transaction and getting it to a closure till the point of money transfer from the investor to the client.