Consolidation of Group Entities: The merger of multiple entities within the same or similar businesses aims to streamline operations, reduce duplication, and achieve synergies. This consolidation enhances efficiency, improves economies of scale, and may lead to cost savings. From a tax perspective, careful consideration is given to the restructuring to optimize tax efficiencies and minimize any adverse tax consequences.

Segregation of Non-Core Business: Separating non-core businesses allows companies to focus on their core strengths, optimize their business structure, and enhance overall performance. This carve-out strategy can make the company more attractive to investors and streamline operations. Tax implications, including potential tax liabilities arising from the segregation, are carefully evaluated to ensure compliance and mitigate risks.

Rationalizing Group Structure: Rationalizing or simplifying the group structure involves restructuring entities to adapt to changes in the regulatory environment and optimize operational efficiency. This may include consolidating subsidiaries, eliminating redundant entities, and streamlining reporting and compliance processes. Tax considerations play a crucial role in determining the most effective structure while ensuring compliance with regulatory requirements.

Conversion of Business Entities / Corporatization of Businesses: Converting business entities or corporatizing businesses involves transitioning from unincorporated structures to incorporated entities. This may provide benefits such as limited liability protection, access to capital markets, and enhanced credibility with stakeholders. Tax implications, including potential capital gains tax and stamp duty, are considered in the conversion process.

Family Arrangements: Family arrangements involve structuring business ownership and succession planning within family-owned businesses. This may include implementing trusts, family partnerships, or other estate planning strategies to facilitate the transfer of ownership and control to the next generation. Tax-efficient structures are designed to minimize transfer taxes and ensure continuity of the business.

Capital Reduction / Share Buybacks: Capital reduction or share buybacks involve reducing the company’s share capital or repurchasing its own shares from shareholders. These strategies can optimize capital structure, enhance shareholder returns, and signal confidence in the company’s prospects. Tax implications, including potential tax treatment of capital reductions and buybacks, are carefully evaluated in the planning process.

Structuring of Funding Instruments: Structuring funding instruments involves selecting appropriate financing arrangements to meet the company’s capital needs while optimizing tax efficiency. This may include debt financing, equity financing, or hybrid instruments tailored to the company’s financial profile and tax objectives. The choice of funding structure can impact tax deductibility of interest, withholding tax obligations, and overall cost of capital.

Pre-IPO Structuring is imperative many times for various reasons such as value consolidation, identifying and hiving-off non-core business, simplification of group structure. We help a to-be-listed company to review the entity structure and put in place a structure that is efficient and effective from an IPO perspective.

Consolidation of entities: We assist the clients in consolidation of entities such that valuation of the group is captured in the to-be listed entity. This may involve mergers or reorganizations to streamline operations, eliminate redundancies, and enhance overall value proposition for potential investors.

Separation of Non-Core Business and Non-Core Assets: This may include spin-offs, or carve-outs of non-core business or assets in a most tax and regulatory efficient manner.

Tax and Regulatory-compliant Promoter Holding Structure: We advise on establishing a tax-efficient and regulatory-compliant promoter holding structure that aligns with IPO requirements and objectives. This involves evaluating various holding structures, considering tax implications, regulatory constraints, and corporate governance considerations to ensure a robust and compliant promoter holding structure.

At Upwisery, we offer comprehensive advisory services to assist companies in evaluating, strategizing, and executing their inbound and outbound investment initiatives.

Evaluation and Setting Up of Holding Company Jurisdiction: We provide expert analysis and guidance on selecting the most advantageous jurisdiction for establishing holding companies. This involves evaluating various factors such as tax laws, regulatory environment, treaty analysis, political stability, and economic considerations. Once the jurisdiction is finalised, we assist the client in setting up holding company in the respective jurisdiction.

Streamlining of Overseas Structures: We assist companies in rationalizing and optimizing their overseas structures to enhance efficiency and reduce complexity. This may involve restructuring subsidiaries, consolidating entities, eliminating redundancies, and aligning corporate governance practices.

FEMA Filings for Inbound and Outbound Investments: We provide guidance and support to clients in complying with Foreign Exchange Management Act (FEMA) regulations for inbound and outbound investments. This includes assistance in preparation and filing of various documents with AD Banks / RBI for issue or transfer of shares.

Communication with specific potential partner(s)

Discussions/negotiations regarding terms of the JV (including roles and responsibilities, valuations, share-holding patterns, representations etc.)

Documentation support (typically led by legal advisors)

Capital structuring of the JV entity

FEMA Advisory for Inbound and Outbound Transactions: Foreign Exchange Management Act (FEMA) advisory involves providing guidance on compliance requirements for inbound investments into India and outbound investments from India. This includes advising on foreign exchange regulations, investment structures, repatriation of funds, and regulatory filings.

FEMA Filings with RBI: This involves preparing and filing various forms and applications with the Reserve Bank of India (RBI) for compliance with FEMA regulations. It may include filings for regularizing past non-compliances or seeking approval for specific transactions.

FEMA Health Check-ups: Conducting periodic reviews of a company’s FEMA compliance to identify any gaps or non-compliances and providing recommendations for remedial actions.

Obtaining Approvals from Regulatory Authorities: This involves obtaining necessary approvals from regulatory bodies such as RBI, Securities and Exchange Board of India (SEBI), stock exchanges, and the Competition Commission of India (CCI) for specific transactions or regulatory compliance matters.

NBFC Registrations and De-registrations: Providing assistance in obtaining registration as a Non-Banking Financial Company (NBFC) with the regulatory authority (RBI) and advising on compliance requirements. This may also include assistance in the de-registration process if required.

Advisory in Company Law Matters: Providing guidance on compliance with the Companies Act and other related laws, including corporate governance, formation of entities, restructuring, and winding-up procedures.

Assistance in Secretarial Compliances: Ensuring compliance with secretarial requirements related to transactions, such as filings with regulatory authorities, maintenance of statutory registers and records, convening board and shareholder meetings, and drafting resolutions and minutes.

Upwisery offers a comprehensive suite of valuation services, honed by our expertise and advanced methodologies. With a proven track record encompassing over 250 independent opinions, we specialize in valuations for regulatory compliances, valuations for financial reporting, transaction-specific valuations, and valuations for intangible assets. Our comprehensive valuation services cater to diverse purposes, including: