08
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
M&A advisory — buy-side, sell-side & schemes
We run the diligence, valuation, documentation and approvals that get a deal to close — and keep it clean afterwards.
What we handle
- Due diligence — buy and sell-side.
- Valuation & fairness analysis (Rule 11UA / 11UAA; IBBI where required, via panel).
- Documentation — SPA / BTA drafting and negotiation.
- Approvals — NCLT schemes of arrangement, CCI clearance, FC-TRS.
- Post-deal integration and compliance.
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
01
Buy-side diligence
Full-scope diligence covering legal, financial, tax, commercial, and operational dimensions, with structured findings memorandum and risk-adjusted transaction recommendations.
02
Sell-side preparation
Pre-transaction cleanup, data room construction, management presentation preparation, and the structured pathway from preparation through transaction close.
03
Transaction documentation
SPA, APA, BTA, scheme of arrangement, and ancillary documentation drafting, including the warranty and indemnity package, conditions precedent, and transition framework.
04
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.
“Deep knowledge of financial management and business due diligence. I wholeheartedly recommend him for any work demanding financial acumen and an unwavering commitment to deadlines.”
Speak with a partner
Tell us about your facts. We will respond with a structured approach.
Each engagement begins with a structured workshop covering your specific facts, timeline, and constraints. We respond with an option analysis and indicative fee within five working days of the initial discussion.