Technical Knowledge
• Transaction structuring from a tax and regulatory perspective- option analysis, drafting M&A schemes, co-ordination with various teams/lawyers, review of transaction documents related to the afore mentioned structuring, implementation and compliance
• Advisory and Execution in relation to Restructuring assignment – Buyback, LLP Conversion, Slump sale, Instrument structuring
• Outbound and Inbound structuring: Evolving optimal ownership / investment/ funding structures for investment in specified jurisdictions and in India from tax and regulatory efficiency perspective. Analysis of respective DTAAs between India and specified jurisdictions and high-level analysis of corporate laws of such specified jurisdictions
• Ability to undertake research and analysis of domestic and international tax, corporate laws, SEBI, FEMA, Competition Act, stamp duty laws etc.
• Perform direct tax diligence (this involves scrutinizing past tax issues, record, compliance, etc. of the target) and capture the facts and analysis in a diligence report
• Sound understanding of basic provisions of transaction related laws such as income-tax and company laws, international tax laws. Knowledge of other regulatory laws such as FEMA, IBC, SEBI would be an added advantage.
• Sound Knowledge of Tax Valuation and other Valuation methods
• High Proficiency in MS Word, PPT and Excels
• Be updated on latest developments and share articles on industry trends
Client Responsibilities
• Conduct the engagement in a professional manner and in accordance with client expectations and as defined by the terms and conditions of the contract
• Ability to handle multiple projects simultaneously & attention to detail
• Build productive working relationships with clients
Concepts relevant for the Profile
- Merger & Demerger
- Income Tax provisions in relation to Merger or Amalgamation and Demerger more specifically, section 2(1B), 2(14), 2(19AA), 2(42A), 2(47), 43, 47, 49, 56, 72A and 79 along with Rules therein.
- Procedural aspects and compliance under Companies Act in relation to Merger or Amalgamation and Demerger more specifically, chapter XV - Compromises, Arrangements and Amalgamations read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
- Securities and Exchange Board of India (SEBI) Regulations in case of listed entity.
- Applicability of Goods and Service Tax (GST) Act on the Scheme of Amalgamation/Arrangement.
- Stamp Duty implications on the Scheme of Amalgamation/ Arrangement.
- Indian Exchange Control (FEMA) Regulations where non-residents are involved or in case of cross border merger.
- Preparing brief slide deck on analyses of the proposal for Merger and Demerger covering various aspects of the deal from tax and regulatory compliance standpoint.
- Drafting various transactional information/documents/ agreements such as Scheme of Amalgamation/Arrangement, Company Scheme Application/Petition, Affidavits, etc.
- Basic understanding of the accounting treatment (AS-14/Ind AS-103) upon effectuation of the Scheme of Amalgamation/ Arrangement.
- Divestment of business, undertaking or asset (Stake Sale/Slump Sale/Asset Sale)
- Income Tax provisions (including set off & carry forward of losses or unabsorbed depreciation, applicability of TDS/TCS, etc.) more
- specifically, section 45,
- 47, 48, 56, 72A, 79, 194Q, 206C(1H), etc. along with Rules therein.
- Regulatory compliances under Companies Act, FEMA Regulations, SEBI Regulations, etc. and Stamp Duty implications.
- Drafting of the documents/agreements such as Term Sheet or Memorandum of Understanding, Share Purchase Agreement, Business Transfer Agreement, Asset Purchase Agreement, etc. and understanding of the key nuances such as conditions precedents, condition subsequent, indemnification, representations and warranties, etc.
- Business Reorganizations (Conversion of Co. to LLP, PF to LLP, etc. or admission or retirement of partners from Firm/LLP)
- Income Tax provisions (including set off & carry forward of losses or unabsorbed depreciation, applicability of TDS/TCS, etc.) more specifically, section 9B, 45, 47, 48, 56, 72A, etc. along with Rules therein.
- Regulatory compliances under Companies Act, FEMA Regulations, SEBI Regulations, etc. and Stamp Duty implications.
- Drafting of the documents/agreements such as Conversion Agreement, Initial LLP/Partnership Deed, Reconstitution Deed, etc. and understanding of the key nuances such as conditions precedents, condition subsequent, indemnification, representations and warranties, etc.
- Financial & Tax Due Diligence
- Knowledge of undertaking Financial and Tax Due Diligence such as analyses of the financial statements, identification of issues, material discrepancies or non-compliances, impact of the pending litigations or non-compliances, adjustments to EBITDA or net working capital, identification of debt and debt like items, scrutinizing past tax issues, record, compliances, etc. of the target from buyer as well as seller standpoint.
- Capture the facts and analysis in a Due Diligence Report.
- Valuations
- Business valuation analyses by adopting the most suitable methodology such as income approach, asset approach, and market approach
- Valuation in accordance with Rule 11UA and Rule 11UAE
- Knowledge of instruments such as equity shares, instruments that are irredeemable, instruments partly or fully convertible into equity shares or any other instrument, etc.
- • Income Tax implications and regulatory compliances in relation to repatriation of funds or capital from entity such as dividend, buyback, capital reduction, etc.
- • FEMA Regulations in the case of Overseas Direct Investment (ODI), Foreign Direct Investments (FDI), Exchange Commercial Borrowings (ECB), etc. including filing of Form FC, Form FC-TRS, Form FC-GPR, Form ECB, etc.
- • Basic knowledge of Non-Banking Financial Companies (NBFC) related compliances as prescribed by Reserve Bank of India (RBI) from time to time.
- • Knowledge of International Taxation including Transfer Pricing compliances, Filing of Form 15CA/CB, etc
