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
- Initial Public Offer (IPO)
As a SEBI Registered Merchant Banker, we advise unlisted companies who intend to raise funds through capital market and get their securities listed on a nationwide stock exchanges.
- Rights Issue
We advise and assist listed companies in raising funds from their existing stakeholders. We structure the issue and also act as Lead Managers for the Rights Issue.
- Direct Listing
We assist the Companies listed on Regional Stock Exchanges for listing on nationwide stock exchanges.
- Preferential Allotment
Advising and structuring the Preferential Allotment as per extant legal framework.
- Revocation of Suspension of Listing
- Listing pursuant to Scheme of Arrangement
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 for funding through Foreign Direct Investment and Overseas Direct Investment.
- 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 stock options is required to be computed for determining the Intrinsic Value of the Shares.
- Internal Evaluations
We offer independent advice to Board of Directors to help them determine the right price to pay or accept for a purchase and disposal of a business.
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 Authorities
- Fairness Opinion
- Due Diligence
- Drafting and Vetting of Commercial Agreements
- Drafting and Certification of ESOP Schemes