Transactions create permanent legal records. A shareholder agreement that does not align with the Articles of Association, an allotment not documented in PAS-3, an FC-GPR not filed within 30 days of receipt — these are not administrative oversights. They are legal defects that surface during the next transaction, due diligence, or regulatory review. Our Transaction Advisory practice is built around getting the documentation and compliance right the first time.
Transaction Advisory Services
Shareholder Agreements (SHA)
Drafting and reviewing SHAs covering founder vesting, ROFR, anti-dilution, tag-along, drag-along, and board representation — with alignment to the company’s AoA.
Private Equity & Venture Capital Support
Secretarial and governance support for PE/VC transactions — board seat documentation, protective provisions, investor rights documentation, and regulatory compliance.
Share & Debenture Issuance
Documentation and RoC filings for rights issues, preferential allotments, compulsory convertible debentures (CCDs), and other equity/quasi-equity instruments.
ESOP Structuring
ESOP scheme design under Section 62 — AoA clause, special resolution, grant letters, vesting schedules, and the statutory register of options.
FEMA & Cross-Border Compliance
FC-GPR, FLA returns, ODI filings, ECB reporting, and compounding support for FEMA contraventions — covering all RBI/FEMA dimensions of cross-border transactions.
Due Diligence
Secretarial due diligence for investor entry and M&A — statutory record verification, cap table reconstruction, risk mapping, and structured reporting.
NCLT & Tribunal Matters
Scheme of arrangement, mergers, demergers, oppression and mismanagement proceedings, and IBC-related matters before the National Company Law Tribunal.
Group Restructuring
Documentation and filings for internal group restructuring — mergers, demergers, business transfers, and capital restructuring supported by board and shareholder resolutions.
The Cost of Getting It Wrong
Transaction defects are expensive to remediate and often surface at the worst time — during a subsequent fundraise, due diligence, or regulatory inspection. An undocumented allotment requires PAS-3 filing with compounding; an SHA without AoA alignment makes rights unenforceable against third parties; an FC-GPR filed late requires RBI compounding before a clean certificate can be obtained. We see these patterns regularly in onboarding reviews.
Most transaction compliance failures are not caused by ignorance — they are caused by moving too fast and handling documentation as an afterthought. We build compliance into the transaction process, not after it.
How We Work on Transactions
We engage from the term sheet stage — reviewing proposed structures for compliance implications before they are locked in. Through the transaction, we prepare and file all required documentation in parallel with the deal timeline. Post-closing, we complete all regulatory filings within the prescribed windows and maintain the updated statutory register. Our role is to ensure that the transaction that closes is clean — not one that requires remediation three months later.
What You Get
- SHA drafting and AoA alignment — founder vesting, ROFR, anti-dilution, board representation
- ESOP scheme documentation — AoA clause, special resolution, grant letters, vesting register
- FC-GPR, FLA, and FEMA compounding support for cross-border transactions
- PAS-3 and RoC filings for all allotments and equity events
- NCLT petition preparation and appearance support for restructuring and tribunal matters
- Post-transaction compliance — all filings completed within statutory windows