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BUSINESS RESTRUCTING

MERGER, DEMERGER, ACQUISITION BY SHARE

Business restructuring may be achieved by a variety of methods, such as, Merger, Demerger / Spin Off, Slump Sale, Acquisition of Shares, etc. Each method has its own pros and cons and must be selected keeping in mind the objectives to be achieved. While adopting a particular method, we consider the following legal factors, wherever applies to a Private, Public-Unlisted and Public-Listed Companies, in addition to the commercial and financial justification.

Broad Checklist for Mergers

Examine whether a Forward Merger or a Reverse Merger is more beneficial: the factors to be considered are tax benefits, listing, etc.
In case of Listed Companies, obtain SEBI’s prior permission
Ensure that the Main Objects or the incidental objects of the Memorandum of Association contain the power to amalgamate.
Ensure that the Scheme does not violate, override or circumscribe the provisions of securities laws or the stock exchange requirements.
Consider whether the merger would be covered under the Competition Act and hence, one which requires the permission of the Competition Commission.

Listed companies must also submit to the stock exchange, an Auditors’ Certificate to the effect that the accounting treatment contained in such schemes is in compliance with all the applicable Accounting Standards.

COMPANY DISSOLUTIONS AND STRIKE OFF

Closing down a company is requiring a routine procedure. Without doing so, you would need to annually meet the requirements of the Registrar of Companies (which means spending money on audit and compliances). The bigger reason you would want to do this, of course, is because it releases the assets and investments made by you. The procedure for winding up of a company can be initiated voluntarily by the shareholders or forced by a tribunal or a court.

There are two mode of Winding up:

Voluntary winding up by Shareholders
Windup by Court Process by Tribunal

ISSUE OF SHARE/DEBENTURES

Companies issue shares as a means of raising additional capital to fund business operations or take up new investments. Public companies need approval from their shareholders before issuing shares.

In India, Companies Act, 2013 discusses the procedure of allotment of shares and it is read with Companies (Prospectus and Allotment of Securities) Rules, 2014.

Section 23 of the Companies Act, 2013 discusses the option to issue shares. In order to issue share the company needs to be a registered company. There are four ways in which shares can be issued:

Public issue (includes Initial Public Offering and Further Public Offering)
Private Placement
Rights issue
Bonus issue

Where a Public company can issue shares through Public Issue, Private Placement, Rights issue or Bonus issue, a Private Company may issue shares by way of Rights issue or Bonus issue and Private Placement.

CONVERSION OF LLP INTO PVT LTD

Limited Liability Partnership Act, 2008 does not cover the provision of conversion of LLP into Company but Section 366 of the Companies Act, 2013 and Company (Authorized to Register) Rules, 2014 allows LLP to convert into a Company as per the provisions contained therein. Many Limited Liability Partnerships (LLPs) are now converting itself into a Private Limited Company for more growth & expansion and for infusing equity capital.

CONVERSION OF PVT LTD INTO LLP

The transition of a Private Limited Company into a Limited Liability Partnership (LLP) is regulated by the Limited Liability Partnership Act of 2008. Specifically, Section 56, Section 58, and Schedule III of this Act lay out the rules and steps for executing the transition from a Private Limited Company to an LLP.

CONVERSION OF PVT LTD INTO PUBLIC LTD

Some time at the initial stage investor form a private company as per Companies Act and later on when there are many opportunities to expand the business via multiple ways they convert it into Public to get that privileges viz., to increase the number of members more than 200, for the purpose of accepting money from public, no restriction on transfer of shares etc. Therefore, growth and flexibility are ideally the reasons for the switch from private to public.

CONVERSION OF PARTNERSHIP INTO LLP

The shift from traditional partnerships to Limited Liability Partnerships (LLPs) has increased in recent years. The reason behind this is that LLPs offer more flexibility, unlimited partners and the like. But the real driving force behind the shift is due to the fact that LLPs offer a major advantage in terms of limited liability. The strain on the personal assets of the partner is put to rest when it comes to LLPs since they are a hybrid of both a partnership and a private limited company. Small and medium-sized businesses find this type of organization structure to suit their needs very well.

CONVERSION OF PARTNERSHIP INTO PVT LTD

In the hour of corporatization, what can be more mesmerizing than the fact that The Company Law provides for conversion of partnership firm into a limited company either by shares or guarantee or even an unlimited company. But as usual there is a proper process to be followed apart from the basic formalities of incorporating a new company. One has to follow Section 366- 374 of The Companies Act, 2013 and The Companies (Authorized to Register) Rules, 2018.

CONVERSION OF PROPRIETORSHIP INTO COMPANY/LLP

Converting a proprietorship into a private limited company is a significant step for entrepreneurs seeking to expand their business and reap the benefits of a corporate structure. While a proprietorship offers simplicity and easy setup, transitioning to a private limited company provides advantages such as limited liability, improved access to funding, and enhanced market credibility. This article offers a concise guide for the Conversion of Proprietorship into Private Limited. We will explore the essential steps, legal requirements, and benefits business owners can expect. Whether you’re a sole proprietor looking to grow or an aspiring entrepreneur.

COMPANY SALE & OWNERSHIP TRANSFER

The M&A process is a merger and acquisition process that includes all actions needed to merge or acquire a company. It is a process that happens when one decides to sell or transfer a company to another party.

SME LISTING IN BSE

BSE SME is the platform at the Bombay Stock Exchange (BSE) for Small and Medium Enterprises (SME). SME companies raise funds from the public and get listed at the exchange by selling equities in the company. The SME stocks get traded on the same exchange as normal companies.

SEM IPO's offer opportunity to the investors for early investment in businesses which are at a small scale. SME listed companies eventually move to the main exchange once they grow.

DEBT RESTRUCTURING

Debt restructuring is a process that involves negotiating with creditors to reduce your interest rate, extend your repayment term or cut your loan balance. It can help make your debt situation more manageable through smaller monthly payments, lower interest rates or reducing how much you owe.

SLUMP SALE

Slump Sale means sale of any undertaking as a going concern, where consideration is considered in lump sum and individual values are not taken into account. But, when individual values of assets are taken for calculating the amount of stamp duty , registration charges, taxes etc then it won't violate slump sale.

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