Advisory & transactions
We structure corporate transactions and provide regulatory advisory with a focus on precision, commercial viability, and timely execution. Our work draws on three decades of experience spanning company secretarial practice, corporate governance, and legal advocacy — giving us an understanding of transactions from both the boardroom and the courtroom.
Corporate restructuring
Restructuring engagements require simultaneous attention to corporate law, securities regulation, tax implications, and stakeholder management. We handle the full cycle — from initial feasibility assessment through NCLT sanction and post-scheme compliance.
Demergers and schemes of arrangement under Sections 230–232 of the Companies Act 2013 · Appointed date structuring and scheme timeline management · Board resolutions, audit committee reports, and CA certificate preparation · SEBI undertaking documentation and LODR Regulation 37 filings · Share capital restructuring, reduction, and buyback advisory · Promoter family arrangement and asset segregation structures · GAAR risk analysis for restructuring transactions
SEBI & listed entity compliance
Listed companies face an increasingly demanding compliance environment. We advise on ongoing LODR obligations, remediation of past defaults, SEBI adjudication proceedings, and strategic engagement with BSE and SEBI on enforcement matters including SOP fines and compulsory delisting risks.
SEBI LODR periodic filing compliance and default remediation · PIT Regulations — trading window management, structured digital database, disclosure obligations · BSE SOP fine challenges and waiver strategy · Compulsory delisting analysis and exit pricing · SEBI show cause proceedings and SAT appeals · Directors’ report drafting for multiple financial years
NBFC & financial sector advisory
We advise Non-Banking Financial Companies on RBI compliance, governance enhancement, documentation review, and structuring for bank funding readiness. Our engagements range from one-time compliance audits to multi-month governance programmes designed to bring NBFCs up to the standard expected by PSU banks and institutional lenders.
NBFC-ICC and Base Layer compliance review · RBI Scale-Based Regulation advisory · Loan documentation review (bridge loans, real estate project finance) · NBFC promoter restructuring and family arrangement · Governance enhancement programmes for PSU bank funding readiness · Compliance with NBFC-ICC Directions and Fair Practices Code
Companies Act & corporate governance
With 25+ years as a practising Company Secretary before transitioning to advocacy, Prakash K. Pandya brings deep corporate governance fluency to advisory work. We advise companies on ongoing compliance, oppression and mismanagement proceedings, share capital matters, and strategic corporate actions.
Annual compliance and filing for private and public companies · Oppression and mismanagement proceedings under Sections 241–242 · Members’ voluntary winding-up · Legal opinions on managerial remuneration and director liabilities · Board governance framework design · Foreign company registration and compliance under Companies Act 2013