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FOR BUYERS, SELLERS, AND COMPANIES IN TRANSITION

M&A Advisory.

Buy-side and sell-side due diligence, Rule 11UA valuation, Share Purchase Agreement drafting, NCLT scheme of arrangement, Competition Commission of India clearance, post-merger compliance and FC-TRS — across strategic, financial, and distressed transactions.

01 · What we do

Our work in this practice

Mergers and acquisitions are the structured transitions that consolidate, separate, or transform ownership and operating control of businesses. Each transaction has its own structural, regulatory, tax, and operational profile, shaped by the buyer's strategic intent, the seller's exit objectives, the regulatory perimeter of the businesses involved, and the financial position of all parties.

Buy-side due diligence is the discipline of identifying every material risk in a target. Our practice covers the full scope: legal diligence (corporate structure, contracts, IP, litigation, regulatory compliance, employment), financial diligence (revenue quality, working capital, cash, tax exposure, contingent liabilities), tax diligence (direct tax, indirect tax, transfer pricing, deferred tax, prior years' open assessments), commercial diligence (customer concentration, supplier dependency, market position), and operational diligence (technology, key personnel, operational systems). The diligence concludes with a structured findings memorandum and severity-graded issue inventory.

Sell-side preparation is the parallel discipline of presenting the company in optimal structural and informational posture before buy-side diligence begins. Our practice covers financial cleanup (closing of inter-company balances, settlement of related-party transactions, EBITDA normalisation), legal cleanup (resolution of pending litigation, regularisation of compliance gaps, organisation of corporate stack), data room construction, and management presentation preparation. Sell-side preparation typically commences 6 to 12 months before the transaction process.

Rule 11UA valuation under the Income Tax Rules 1962 is required for share-based transactions where Section 56(2)(viib) or Section 56(2)(x) may apply, and for transactions requiring fair market value certification for FEMA, RBI, or contractual purposes. Our valuation practice covers DCF, Comparable Company Analysis, Precedent Transactions, and Net Asset Value methodologies, with certified reports issued by Chartered Accountants or IBBI Registered Valuers as required.

SPA, APA, and BTA drafting depends on the chosen transaction structure. Share purchase typically accomplishes the cleanest going-concern acquisition. Asset purchase is selected where the buyer wants to acquire specific assets without inheriting all liabilities. Business Transfer is the structural mechanism under Section 50B for slump sale of a going concern. Our drafting covers each structure with attention to warranty package, indemnity framework, conditions precedent, transition services agreement, and buyer-side and seller-side protective provisions.

NCLT scheme of arrangement under Sections 230 to 232 of the Companies Act 2013 is the framework for court-supervised reorganisations including mergers, demergers, amalgamations, and arrangements with creditors. The NCLT scheme is mandatory for cross-class arrangements involving multiple classes of shareholders or creditors. Our practice covers scheme drafting, NCLT petition and process, creditor and shareholder meetings, regulatory clearances, and order implementation.

CCI clearance under the Competition Act 2002 is required for transactions exceeding specified turnover and asset thresholds. The notification is filed in Form 1 or Form 2 depending on the transaction profile. The CCI typically clears non-overlapping transactions within 30 days; overlapping transactions may require longer review. Post-merger compliance covers FC-TRS for cross-border share transfer (filed with the AD bank within 60 days), consolidation of compliance frameworks, integration of accounting systems, and tracking of conditions subsequent.

02 · Who this is for

Client profiles

Strategic buyers

Companies acquiring competitors, complementary businesses, or new market entries, requiring integrated diligence, transaction structuring, and post-merger integration support.

Financial buyers

Private equity and growth equity funds acquiring controlling or significant minority stakes, requiring institutional-grade diligence and transaction documentation.

Sellers and exiting founders

Founders and shareholders exiting through full sale, partial sale, or secondary, requiring sell-side preparation, transaction documentation, and tax position structuring.

Distressed and turnaround situations

Companies in financial distress, NCLT proceedings, or operational restructuring, requiring scheme of arrangement, debt restructuring, or distressed sale documentation.

03 · How we engage

Engagement structure

Buy-side diligence

Full-scope diligence covering legal, financial, tax, commercial, and operational dimensions, with structured findings memorandum and risk-adjusted transaction recommendations.

Sell-side preparation

Pre-transaction cleanup, data room construction, management presentation preparation, and the structured pathway from preparation through transaction close.

Transaction documentation

SPA, APA, BTA, scheme of arrangement, and ancillary documentation drafting, including the warranty and indemnity package, conditions precedent, and transition framework.

Regulatory and close coordination

CCI notification, RBI approvals where required, sectoral regulatory clearances, FC-TRS filings, NCLT process management, and closing coordination across counsel and stakeholders.

04 · Representative scenarios

Illustrative engagements

Representative scenario

Strategic acquisition of B2B SaaS company

A US-listed software company is acquiring an Indian B2B SaaS company with ₹85 Cr revenue and 180 employees at enterprise value of ₹650 Cr. Considerations: transaction structure (share purchase to preserve the Indian Private Limited Company), cross-border share transfer under FEMA with FC-TRS, CCI notification (above thresholds), warranty and indemnity package (escrow versus W&I insurance), founder retention and ESOP cash-out structure, and post-merger integration into the US parent's operational framework. Engagement: buy-side full diligence, transaction structuring, SPA drafting, CCI notification, FC-TRS coordination, and integration support.

Representative scenario

NCLT scheme of arrangement for group reorganisation

A family-owned manufacturing group with five operating companies and three holding entities seeks to reorganise into a single operating company with a clean holding structure, in preparation for future external investment. Considerations: Section 230 scheme framework, cross-class shareholder and creditor approvals, tax neutrality under Section 47 (subject to specific conditions), operational continuity through the scheme period, regulatory clearances across multiple state authorities, and the NCLT process. Engagement: scheme drafting, NCLT petition and process management, regulatory clearances, and post-scheme implementation.

Representative scenario

Founder exit through secondary sale

A co-founder of a Series C-stage company is exiting through a partial secondary sale of his 18% holding to a new institutional investor at the Series C valuation. Considerations: secondary sale documentation (distinct from primary), Rule 11UA valuation alignment, Long-Term Capital Gains tax position (12.5% under Section 112A as applicable from FY 2025-26 with grandfathering), pre-emption notification to existing shareholders under the SHA, consent of remaining co-founders where required, and structural mechanics of the share transfer. Engagement: secondary documentation, valuation certification, pre-emption coordination, tax position memorandum, and close coordination.

05 · Frequently asked

Questions clients ask

What is the typical timeline for an M&A transaction?

For a strategic or financial acquisition of a company with revenue between ₹50 Cr and ₹500 Cr, the typical timeline from initial discussions to closing is 4 to 8 months. The principal phases are: initial negotiation and term sheet (4 to 6 weeks), buy-side due diligence (5 to 8 weeks), transaction documentation negotiation (4 to 8 weeks), regulatory clearances and CPs (4 to 8 weeks), and closing. Transactions involving NCLT schemes, CCI scrutiny, or complex regulatory approvals typically extend to 9 to 15 months.

When does CCI notification become mandatory?

CCI notification is mandatory for transactions where the combined assets or turnover of the parties exceed specified thresholds (the De Minimis Exemption being the principal carve-out). For the merging enterprises in India, the threshold is approximately ₹2,000 Cr in assets or ₹6,000 Cr in turnover (combined). For transactions involving a global group, additional thresholds apply. Our practice covers the threshold analysis and the notification filing where mandatory.

What is the difference between share purchase and asset purchase?

Share purchase transfers ownership of the target company itself, with all its assets, liabilities, contracts, employees, and historical positions transferring to the buyer. Asset purchase transfers specific assets, with each asset's transfer separately documented. Share purchase is typically simpler operationally but exposes the buyer to historical liabilities; asset purchase is more complex but allows liability segregation.

Does Advisory Monks issue Rule 11UA valuations for M&A?

Yes. Rule 11UA valuations are issued by Chartered Accountants in our team. For transactions involving IBBI-related matters (NCLT-supervised, IBC proceedings), the valuation may be issued by an IBBI Registered Valuer through our panel arrangement. The valuation report supports the transaction documentation, the tax position memorandum, and the FEMA compliance where applicable.

What is the typical warranty and indemnity package in Indian M&A?

The Indian M&A warranty package typically covers title to shares, capacity and authority, financial statements, tax position, IP, material contracts, employment, regulatory compliance, and litigation. The indemnity is subject to a cap (typically 25% to 100% of consideration), a basket (0.5% to 2%), a survival period (12 to 36 months for general warranties, 5 to 7 years for tax warranties), and specific carve-outs. W&I insurance is increasingly used for transactions above ₹100 Cr.

Can Advisory Monks act as both buy-side and sell-side counsel?

We act as buy-side counsel or sell-side counsel for any given transaction — but not both. Conflict of interest principles preclude representing both parties. Where the same firm advisory relationships predate the transaction, we identify the conflict at the engagement outset and either nominate one party for representation (subject to the other party's consent) or step aside and provide a referral to alternative counsel.

Self-service valuation — Founder Math

Need a quick valuation before the term sheet conversation?

Sell-side founders entering acquisition discussions benefit from an independent valuation reference before the buyer's number arrives. Founder Math, our self-service engine, produces a structured DCF and comparable-company analysis in approximately 30 minutes — useful as an anchoring reference, separate from any formal fairness opinion the transaction may later require.

A separate Advisory Monks Consulting product · No registration required to start

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