03
FOR INVESTORS AND THE INVESTMENT FUNCTION
VC & Investor Advisory.
Two-year legal and financial due diligence, investor-side Share Subscription Agreement (SSA) and Shareholders' Agreement (SHA) drafting and negotiation, Conditions Precedent and Subsequent tracking, portfolio compliance, and exit documentation — for venture capital firms, family offices, and institutional investors active in Indian opportunities.
TL;DR
Investor-side legal + financial due diligence, SSA/SHA drafting and negotiation, CP/CS tracking, portfolio compliance, and exit documentation — for VCs, family offices, and institutional investors active in Indian opportunities.
How we help
We standardise your fund's SSA/SHA templates with pre-agreed fallbacks, run DD on new investments in 3–5 weeks, and manage the FC-GPR / FC-TRS calendar across the portfolio.
01 · What we do
VC & investor advisory
We sit on the investor's side of the table — diligence that finds what matters, and portfolio compliance that prevents surprises at exit.
What we handle
- Due diligence — buy-side legal and financial, red-flag and confirmatory.
- Investment agreements — SSA / SHA drafting and review, conditions-precedent tracking and closing.
- Portfolio compliance monitoring across the fund.
- FEMA reporting for foreign-funded rounds (FC-GPR / FC-TRS).
- Exit readiness and transaction support.
References to income-tax provisions follow the Income-tax Act, 2025 (effective 1 April 2026, replacing the Income-tax Act, 1961); we cite the erstwhile section where it aids clarity.
02 · Who this is for
Client profiles
Indian VC funds
Series A through Series C and growth-stage funds investing in technology, consumer, healthcare, and regulated sectors. Engagement spans deal-by-deal advisory or framework engagement.
Foreign VC funds and PE firms
US, UK, Singapore, UAE and other foreign funds investing in Indian opportunities, requiring India-side expertise in conjunction with the fund's own counsel.
Family offices and HNIs
Family offices and accredited individuals participating in Series A and beyond, requiring investor-side documentation review and post-investment monitoring without internal investment infrastructure.
Strategic and corporate investors
Corporate venture arms and strategic investors taking equity positions in Indian companies, requiring particular attention to non-compete, IP, and exit alignment clauses.
03 · How we engage
Engagement structure
01
Pre-investment diligence
Legal and financial due diligence covering the trailing 24 months, with structured findings memorandum, severity-graded observations, and remediation paths.
02
Documentation
Investor-side SSA, SHA, and ancillary documentation drafting and negotiation. CP and CS framework. Closing coordination across counsel, company, and Authorised Dealer banks.
03
Portfolio compliance
Ongoing portfolio-level monitoring across pre-emption, information rights, reserved matters, and exit milestones. Quarterly dashboards delivered to the fund.
04
Exit advisory
Exit structuring, transaction documentation, regulatory clearances, and the investor-side tax position memorandum for the exit event.
04 · Representative scenarios
Illustrative engagements
Representative scenario
Series A investment in cross-border structure
A US VC fund is leading a $8M Series A in an Indian B2B SaaS company with a planned future flip to Delaware. Considerations: India-side versus US-style documentation, FEMA Rule 21 valuation certification, Form FC-GPR filing within 30 days, future flip mechanics under Section 47, and investor protective rights translation across the future jurisdiction. Engagement: full investor-side documentation, FEMA compliance, and flip-readiness memorandum.
Representative scenario
Portfolio compliance review for early-stage fund
An Indian VC fund with 22 portfolio companies seeks a portfolio-level review to identify any company with pre-emption rights at risk, reserved matters not being followed, or material breaches of investment documentation. Considerations: review depth within a 6 to 8 week window, prioritisation by materiality, remediation pathway for each, and the ongoing monitoring framework. Engagement: portfolio-level diligence, findings memorandum per company, consolidated risk register, and ongoing quarterly monitoring.
Representative scenario
Strategic acquisition of portfolio company
A portfolio company has received a strategic acquisition offer at ₹400 Cr enterprise value from a US-listed acquirer. Considerations: share purchase versus asset purchase, tax position for the exiting investor (LTCG at 12.5% without indexation under Section 112 — unlisted shares; Section 112A applies only to listed, STT-paid equity), CCI notification thresholds, FC-TRS filing for cross-border transfer, and founder-investor alignment on warranty exposure. Engagement: structuring memorandum, transaction documentation, regulatory clearances, and exit close.
05 · Frequently asked
Questions clients ask
What is the typical timeline for legal and financial due diligence at Series A?
For a Series A target with ARR between ₹10 Cr and ₹30 Cr, our typical due diligence timeline is 3 to 5 weeks from data room access to findings memorandum. The timeline depends on data room quality, management responsiveness, and complexity of corporate history. Longer timelines (6 to 8 weeks) are typical for companies with cross-border structures, regulatory licensing, or significant historical transactions.
Do you work with foreign counsel on cross-border deals?
Yes. We routinely operate as India-side transaction advisers on cross-border investments, coordinating with the investor's US, UK, Singapore, or other home counsel. Our role typically covers Indian-law documentation, Indian regulatory clearances, and the India-side closing mechanics, while home counsel covers fund-level documentation and home-jurisdiction-specific elements.
How is the CP and CS framework structured?
Conditions Precedent are typically split into closing CPs (must be satisfied before drawdown) and post-closing CPs (within an agreed window). Each CP is mapped to an evidentiary requirement, a statutory dependency where applicable, and a timeline. Conditions Subsequent similarly cover the post-closing window, typically 60 to 180 days. The framework is tracked weekly through the closing window.
What is the standard warranty and indemnity package at Series A?
Indian Series A warranties typically cover title to shares, capacity and authority, compliance with Companies Act and tax, IP ownership, material contracts, and litigation. Indemnity is typically subject to a cap (50% to 100% of investment amount), a basket (1% to 3%), and a survival period (12 to 36 months for general warranties, longer for tax). Founder personal warranties and indemnity are increasingly common at Series A.
How are reserved matters typically structured?
Reserved matters are the operational decisions requiring investor consent. The standard Indian Series A list covers any new equity issuance, material change to business, borrowing above an agreed threshold, acquisition or disposal above an agreed threshold, related-party transactions, change in auditor, change in constitutional documents, voluntary liquidation, and new ESOP allotment. The list is calibrated to the investor's ownership stake.
Does Advisory Monks Consulting issue independent valuations for fairness opinions?
Yes — coordinated through the credentialed professionals on our panel. Our valuation practice includes fairness opinions for transactions involving conflicted parties, related-party transactions, and minority shareholder protections. Fairness opinions are issued under Ind AS 113 and supported by DCF, comparable company, and asset-based methodologies. For IBBI-related valuations, we issue certificates through IBBI Registered Valuers.
Do you draft the SSA and SHA, or review the fund's templates?
Both. For funds without a house standard we draft the investor-side Share Subscription Agreement and Shareholders' Agreement from our India-market base — CPs mapped to evidence and owners, warranties with disclosure-letter discipline, reserved matters calibrated to stake, and the Articles of Association conformity that makes SHA protections enforceable in India. For funds with existing templates we localise and negotiate them deal by deal, and maintain the fallback positions so every negotiation starts from precedent rather than from scratch.
Can you standardise our fund's document suite across the portfolio?
Yes — template drift is one of the most expensive quiet problems in Indian portfolios: dozens of companies on slightly different SHAs turns every portfolio-wide event into separate negotiations. The standardisation engagement covers a versioned SSA/SHA template pair with pre-agreed fallbacks, side-letter tracking against the main documents, a CP/CS register discipline that actually closes out, FEMA filing calendars (FC-GPR, FC-TRS) across the portfolio, and a migration path for legacy investments.
What is the difference between the SSA and the SHA?
The Share Subscription Agreement governs the transaction — price, conditions precedent, warranties and indemnities — and is substantially spent once shares are allotted. The Shareholders' Agreement governs the ongoing relationship — board rights, reserved matters, anti-dilution, transfer restrictions and exit mechanics — and persists until exit, with later investors acceding by deed of adherence. Indian practice keeps them separate, and embeds the SHA's operative protections in the Articles of Association for enforceability.
“Strong process awareness with thorough updates throughout — and he went beyond the usual client duties, even helping establish contact with potential investment opportunities.”
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.