Pro Secretarial Associates

Company Secretarial Practice

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The Firm provides a comprehensive range of services relating to setting up the operations of a corporate business entity including ‘Business Set-Up services’ and ‘Regular Compliance services’. The team consists of company secretaries in Delhi who are assisting clients setup and manage their business across India.

Besides being a statutory requirement, the corporate secretarial services can help guide you through the changes and challenges, and eventually easing your managerial burden and allowing you to focus on operating your business in a fully complied way.

A merger refers to the combination of two or more entities, where the identity of one or more entities is lost, while the identity of the larger company (usually the acquirer) is retained. Amalgamation, on the other hand, is the blending of two or more companies in a way that all of them lose their identities and a new separate company is formed. The end result of both merger and amalgamation is similar, except that in a merger, the identity of the acquiring company is retained, while in an amalgamation, a new entity is formed. Despite this technical difference, the terms are often used interchangeably. Acquisition, on the other hand, is simply the purchase of one company by another, without the formation of a new company. Mergers and acquisitions (M&A) offer several benefits, including increased value generation, cost efficiency, and access to new markets or increased market share.

In recent years, there has been an increase in M&A activities due to various government initiatives aimed at boosting the economy. The government’s efforts to improve the ease of doing business, faster approval processes, and relaxed foreign direct investment norms have particularly impacted sectors such as pharmaceuticals, energy, e-commerce, IT, healthcare, banking, and financial services. Positive changes in the country’s regulatory framework, such as the new bankruptcy code, faster approvals, implementation of the Goods and Services Tax (GST), relaxed FDI norms in multiple sectors, and the proposed abolishment of the Foreign Investment Promotion Board (FIPB), along with the functioning of the National Company Law Tribunal (NCLT) and its branches, are expected to further increase M&A deals. This trend is especially likely to continue as the country’s economy demonstrates steady growth and remains one of the largest and fastest-growing markets in the Asia-Pacific region.

Our firm has a dedicated team of lawyers and company secretaries who possess extensive knowledge and experience in corporate restructuring. We offer services including:

  • Conducting thorough legal, operational, and commercial due diligence for businesses.
  • Drafting, reviewing, and vetting necessary legal documents such as Share Purchase Agreements, Shareholders Agreements, and Investment Agreements.
  • Drafting, reviewing, and vetting Merger and De-merger Schemes, as well as business acquisition agreements.
  • Drafting and reviewing ancillary documents such as technology and intellectual property license agreements, service agreements, marketing and distribution agreements, manufacturing agreements, confidentiality agreements, non-compete agreements, voting trust agreements, and escrow agreements.
  • Handling proceedings and obtaining approvals from the National Company Law Tribunal (NCLT).
  • Obtaining necessary approvals from relevant ministries and government departments.
  • Managing post-merger legal formalities and ensuring compliance, as well as providing assistance in implementing merger, de-merger, and other corporate restructuring schemes.
  • Liaising, coordinating, and obtaining approval from various government bodies including the Registrar of Companies, Regional Director of the Ministry of Company Affairs, the Securities and Exchange Board of India, and stock exchanges.