TURNAROUND CORPORATE ADVISORS PRIVATE LIMITED
SEBI REGISTERED CATEGORY – I MERCHANT BANKER
Turnaround Corporate Advisors Private Limited (“TCA”) is a SEBI Registered Category-I Merchant Banking Company. TCA was conceptualized by Mr. Heemadri Mukerjea as a one stop destination for Financial and Corporate Advisory Services to Corporate entities. TCA provides a wide spectrum of services ranging from Corporate Restructuring, Buy Outs, Listing, Issue Management, Debt and Equity Syndication. TCA’s core focus lies in providing customised services to cater to the specific needs of the corporates entities. TCA is backed by a Team of Professionals who possess vast and extensive experience in the Capital Markets. The Team is spearheaded by Mr. Heemadri Mukerjea, a very well-known name in the Capital Market. Over the course of his association with the Capital Market, he has built a positive reputation amongst the Regulatory Authorities, Analysts, Brokers, Law Firms, Banks, Private Equity Investors etc. At TCA we believe in hand holding the Company since the inception of the assignment so as to ensure smooth completion of the assignment.
Issue Management And Listing
At TCA, we believe in working hand in hand with the corporate entity and escort them through the IPO process. Our Team actively involves itself from the inception stage. We assist the corporate entities right form structuring of the issue, conducting Due Diligence, advising on the regulatory compliances, advising and assisting on pre-IPO placement, acting as Lead Managers to Issues, as well as advice and execute Post Issue formalities.
- Initial Public Offer (IPO) – As a SEBI Registered Merchant Banker, we advise unlisted companies who propose to raise equity through capital market and get their securities listed on a nationwide stock exchange.
- Further Public Offer (FPO) – We act a Lead Managers and assist listed companies is raising capital from capital market. Rights Issue – We advise and assist listed companies in raising capital from their existing investors/shareholders. We structure the issue and also act as Lead Managers for the Rights Issue.
- Bonus Issue – We advise and assist listed companies in structuring the issue and listing of securities issued as a Bonus to their existing security holders.
- Direct Listing – We assist the Companies listed on Regional Stock Exchanges in getting their securities listed on nationwide stock exchanges, under Direct Listing.
- Listing pursuant to Scheme of Arrangement – We advise, assist and escort listed companies seeking listing of of securities on Stock Exchange pursuant to Scheme of Arrangement in terms of the Regulations framed by the Securities and Exchange Board of India.
- Preferential Allotment – Advising and structuring the Preferential Allotment as per extant legal framework, for the listed as well as unlisted issuers.
We offer various restructuring services specific to the needs of our clients. We understand the needs of our clients and are thereby able to guide and support the client by assisting them in undertaking the restructuring in line with the prevailing legal framework.
- Takeover/Open Offer – We act as Manager to the Offer and advice on acquisition of listed entities in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Our scope of services include conducting due diligence of the Target Company, advising the Acquirer on the procedural formalities pertaining to the Open Offer, preparation of various documents, viz. Share Purchase Agreement, Public Announcement, Detailed Public Statement etc. and liaising with SEBI, coordinating with various Intermediaries and the Stock Exchange.
- Buy-Back –We act as Manager to the Offer and assist listed companies in buying back its shares from its existing security holders in terms of the provisions contained under the Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998. Our Scope of services include conducting due diligence, structuring of the Buy Back Offer, advising the Management of the Company on the procedural formalities w.r.t. Buy Back of Securities, drafting of public announcement, letter of offer and other submissions, coordinating with various Intermediaries, Stock Exchange and SEBI.
- Delisting – We act as Manager to the Offer for Delisting. We structure, assist and advise listed entities seeking delisting of its securities from Stock Exchange, in terms of the provisions contained under the SEBI (Delisting of Equity Shares) Regulations, 2009. Our scope of services include conducting due diligence, advising the Promoters on the procedural formalities pertaining to delisting, advising and assisting on obtaining approval of shareholders through postal ballot in connection with the proposed delisting, liaising with Stock Exchange for obtaining in-principle approval from Stock Exchange, drafting of Public Announcement, Letter of Offer etc., coordinating with various intermediaries and Stock Exchange.
- Mergers and Acquisition –We advise companies on the acquisition of a company or set of assets, we evaluate potential acquisition targets, provide valuation analyses, draft transaction documents in consultation with legal advisors, evaluate and propose financial and strategic alternatives. We also advise as to the timing, structure, financing and pricing of a proposed acquisition and assist in negotiating and closing the deal
In today’s scenario, valuation is required to be obtained under various statutes and to cater to the different requirements of the corporates. We offer independent and objective valuation services to meet client specific needs. We offer following valuation services:
- Business/Enterprise Valuation – We conduct independent valuation of Business and/or Enterprise using internationally acceptable valuation methods, including but not limited to Discounted Cash Flow (DCF), Comparable transactions method, Multiples method, Market valuation etc.
- Valuation of Shares, Convertible and Non-Convertible Instruments – As a SEBI Registered Merchant Banker, we can act as Registered Valuer for determining valuation of various instruments like Equity Shares, Compulsorily Convertible Preference Shares, Redeemable Preference Shares, Compulsorily Convertible Debentures, Non-Convertible Debentures etc.
- Valuations required under Circulars issued by Reserve Bank of India – As per the Master Circulars issued by the Reserve Bank of India from time to time, valuation from a Category-I Merchant Banker is required whenever Foreign Direct Investment is made in India and also when Overseas Direct Investment is made.
- Valuations under the Income Tax Act – Valuation of Shares is required to determine the tax liability under Section 56 of the Income Tax Act, 1961, read with Rule 11UA of the Income Tax Rules, 1962.
- Valuation of Employees Share Based Program – In terms of Rule 3(8)(iii) of the Income Tax Rules, 1962, Fair Market Valuation of Shares is required to be obtained from a Merchant Banker for the Shares issued pursuant to Employee Stock Option Scheme (ESOS), Employee Stock Option Plan (ESOP), Restricted Stock Units (RSUs), Deferred Stock Units (DSUs) etc., in order to determine tax liability of the Employee.
- Valuation required as per Accounting Standards – As per Accounting Standards, valuation of the options is required to be computed for determining Intrinsic Value of the Shares. The valuation of the option is required to be conducted using Black Scholes Method or Binomial Method.
- Internal Evaluations – We offer independent advice to boards of directors to help them determine the right price to pay or accept for a business. We help evaluate shareholder value for stakeholders.
We advise our client companies on compliance with various Acts, Rules, Regulations, Circulars and Guidelines issued by SEBI, RBI, Ministry of Corporate Affairs, Stock Exchanges etc. We provide a gamut of Corporate Advisory Services, which are listed below:
- Listing Compliances – We act as consultants and advise the listed entities on various regular and event based submissions required to be made as per the laws, regulations, rules, circulars etc. issued by SEBI and/or Stock Exchange.
- Liaising with Regulatory Bodies – Over the years our team has built a positive reputation with the Regulatory Bodies like SEBI, RBI, Stock Exchanges etc. We act as Consultants and liaison with the Regulatory Bodies on behalf of the corporate entities.
- Fairness Opinion – As a SEBI Registered Merchant Banker, we issue Fairness Opinion Report required in terms of SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015.
- Due Diligence – We conduct Legal Due Diligence, Financial Due Diligence, Technical/Commercial Due Diligence, specific to the needs of our Clients.
- Agreement vetting and drafting – Our Team specializes in drafting Share Purchase and/or Business Agreements, in line with the specific requirements of our clients and within the extant legal framework.
- Drafting and Certification of ESOP Scheme – We specialize in drafting and certification of Schemes in terms of SEBI (Share Based Employee Benefits) Regulations, 2014.
- Revocation of Suspension –We advise and assist the Companies suspended from the Stock Exchange to get their Securities re-listed on said Stock Exchange.
We have a fully dedicated arm who caters to the needs of the clients looking for Debt. Our Debt Syndication Team has good liaising with various Public Sector Banks, Private Banks, NBFCs and Private Financers, which enable us to arrange debt funding for our clients within a short span of time. We offer following Debt Syndication Services:
- Project finance – We assist companies desiring to arrange debt for financing their project.
- Working capital finance –We understand that companies can be endowed with assets and profitability but fall short of liquidity if their assets cannot be readily converted into cash. Positive working capital is required to ensure smooth functioning of the operations and sufficient cash flows to meet maturing short-term debt and upcoming operational expenses. We specialize in arranging finance for Working Capital needs by setting up facilities with various Banks and Institutions. This includes Fund Based limits like Cash Credits against your stocks and book debts and also Non-Fund Based limits like L/C’s and Bank Guarantees at very attractive rates of interest and most competitive terms.
- Loan against property (LAP) – Loans against properties, moveable/immovable can be arranged from periods ranging from 1 month to 5 years for various requirements. These could be used for retiring existing loans, interest arbitrage on current loans, meeting additional working capital requirements or whatever needs the client may have.
- Takeover of existing Loan – We assist in taking over of the current and subsisting loans which will not only enable the client to restructure the loan, but we would arrange for the takeover of the loan at competitive interest rates.