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Business   Advisory
Business Advisory

In today’s complex and dynamic business environment, organizations continually evolve to improve performance, anticipate and pre-empt competition, and innovate for long-term sustainability and success. Organizations are constantly challenged to evaluate opportunities across all facets of their business, be it strategic, commercial operations like sales and marketing, manufacturing and supply chain, new product development, technology platforms, customer service and support, or people processes.

SKP advises and assists clients globally with key projects and strategic initiatives to enhance business value. We provide advisory services to support ongoing business operations, enable performance improvements, support financial transformation and manage risks.

Additionally, we offer our services as implementation partners to ensure business goals are met.

Our key Business Advisory service offerings include:

  • Business consulting including market research, strategy and operations
  • Financial and process consulting  
  • Greenfield and brownfield projects advisory
  • Transaction advisory including M&A, due diligence, valuations, economic analysis
  • Technology and risk consulting
  • Intelligent automation and analytics
  • Strategic initiatives management and special projects

 

Regulatory Consulting

At SKP, we have a thorough understanding of India’s complex regulatory regime and compliance requirements and offer advisory services on:

  • Foreign direct investment regulations
  • Company law
  • Direct taxation, including jurisdiction analysis
  • Indirect taxation
  • Exchange control regulations
  • Capital structuring
  • Foreign trade policy
  • Labour and employment regulations
  • Factory regulations
  • Industry-specific regulations
Transaction Advisory

SKP’s holistic approach to Transaction Advisory comes from a thorough understanding of individual activities and knowledge of how the integration of these activities affects the success of a transaction.

While investors would like to have complete and accurate information to make critical decisions, such information is not readily available and is often difficult to evaluate. The success of a deal may hinge on the ability to discover and analyse the missing pieces.

We collaborate with you to understand the purpose of the transaction and recognise the best way to help your company grow. We provide an objective viewpoint while keeping your interests in mind. We would advise you during the initial evaluation and negotiations by discussing the transaction structure, negotiating financial terms, outlining preferable terms and suggesting counterproposal alternatives. Based on our understanding of the target’s business, your objectives for the acquisition and considering the prevailing regulatory environment, we would suggest possible options/structures for investment in the target. We shall highlight issues that may be of importance to you that arise from our understanding of the various issues governing a possible transaction.

We don’t work just as your advisers or consultants but more as your “Implementation Partners”. Our ultimate goal is the success of your business and its continued growth.

To know more, please visit our Transaction Advisory page.

Competition Policy and Analysis

The SKP team, led by Dr R Shyam Khemani and in collaboration with major law firms, can assist your company in navigating through case-specific reviews and filings before the Competition Commission of India (CCI). In order to get transactions properly evaluated and expeditiously approved, the SKP team works closely with our client’s legal representatives to prepare a ‘competition assessment’ brief that is filed with the CCI.

The competition assessment brief focuses on the following areas:

  • Merger and acquisition transactions
  • Prohibition of anti-competitive agreements (alleged cartels)
  • Monopolistic behaviour (abuse of dominant market position) and various competitive business practices.


Our experience in competition analysis spans across industries, including energy/petro-industrial chemicals, information technology (IT), automotive vehicles and parts, cement, and professional sports, among others.

Mergers & Acquisitions
It is widely recognised that M&A transactions are an important mechanism for business expansion, industry/firm restructuring and market entry. The ‘combination provisions’ of the Competition Act, 2002 require M&A transactions above certain size thresholds (based on assets or turnover in or outside of India) to be reported for review and clearance by the CCI. A transaction may be void if it is likely to cause an ‘appreciable adverse effect’ on competition in the relevant market in India.

Employing the latest industrial organisation methods, we present credible analyses of the nature and degree of competition prevailing in the relevant market, the business rationale for the acquisition, and whether or not the proposed transaction will adversely affect or increase competition. The team has prepared several competition impact briefs, and all the M&A transactions we have worked on have been cleared by the CCI well within 30 days, saving our clients significant monies in bridge financing and other costs.

Prohibition of Anti-competitive Agreements
Under the Competition Act, agreements between enterprises that result in fixing of prices, restriction of production, supply, distribution, storage, acquisition or control of goods or provision of services that cause or are likely to cause an appreciable adverse effect on competition are strictly prohibited. The fines levied by the CCI in such cases can be financially significant – up to 10% of the enterprise’s average turnover of the previous three years.

Unless there is evidence of overt meetings by businesses to engage in prohibited agreements and related practices, it is difficult to prove cartelisation of markets. Nonetheless, it must be noted that circumstantial ‘evidence’ such as parallel or similar pricing can be construed as being an illegal agreement.

At SKP, we conduct rigorous economic analyses to assess whether or not the allegations with respect to cartelisation of markets are plausible and credible, and draw distinctions between competitive and anti-competitive business behaviour. In this context, we analyse price patterns and variations, levels and dynamic changes in sales or market shares, ‘facilitating devices’ such as published price lists and contracts, and other relevant factors to ascertain if there is an alleged prohibited business arrangement.  

Monopolistic Behaviour and Other Business Practices
It is not illegal for an enterprise to be ‘dominant’ or account for a large share of the relevant market. Indeed, enterprises are often larger than their competitors because of being more efficient and supplying higher quality products and services at competitive prices. However, ‘abuse’ of one’s dominant market position such as charging discriminatory prices, exclusionary behaviour, tied selling, predatory pricing and the like can constitute violations of the law. At the same time, ‘dominant’ enterprises can also become targets of complaints of alleged anti-competitive business practices by those who cannot compete effectively in the market place, or by industrial customers seeking to extract more favourable terms/conditions of sale and/or lower prices.

Given our extensive industrial experience and analytical capabilities, the team has prepared briefs on the ‘competitive dynamics’ of the relevant market, and the pricing and other constraints confronted by the alleged ‘dominant’ firm; the choice of alternative products and services from competing enterprises and demand elasticity; the nature and extent of barriers to entry, and if such barriers are firm- or market-specific, economic and/or strategic, or primarily determined by government policies and regulations, etc.

SKP Competition Policy and Analysis

Corporate Insolvency and Business Closure Services

The newly enacted Insolvency and Bankruptcy Code, 2016 (Code) consolidates several laws relating to insolvency and bankruptcy of individuals, corporates and partnership firms. The new code has established an institutional framework of insolvency professionals, adjudicating system and information utilities which will help in facilitating time bound insolvency processes and liquidation.

The key feature of the Code is that it allows the creditors to assess the viability of the debtor’s business and formulate a resolution plan. If the resolution plan fails, the debtor goes into liquidation. Apart from the insolvency provisions, the new code also provides a closure option to solvent corporates by way of voluntary liquidation.

The Code creates a time-bound process for the insolvency resolution of corporate debtors. The process needs to be completed within 180 days, and in the event insolvency cannot be resolved, the assets of the corporate debtor may be sold to repay the creditors. The Insolvency Resolution Process will be conducted by an Insolvency Professional (IP), a licensed professional registered with the statutory authority. The National Company Law Tribunal will adjudicate the insolvency resolution process for corporate debtors.

Building upon its project management skills in large merger and acquisition, restructuring and winding-up assignments and its experience in delivering integrated solutions, SKP is equipped to assist with varied facets of the new insolvency resolution process under the Code, including take over of the management of the corporate debtor, assist creditors, collection of relevant information during resolution process, valuation and managing the liquidation process among others.

Our offerings

Our experienced team of Chartered Accountants (CPA), Lawyers, Company Secretaries, engineers and management graduates have industry and consulting experience as well as competent project management skills. and can help you with a range of services.

Resolution Professional Service

  • Act as a resolution professional
  • Stakeholders management
  • Claim management - guidance and support through various claims process-
  • Support in day to day management of the corporate
  • Data room management
     

Financial, Tax and Regulatory Advisory

  • Cash flow forecasts and monitoring
  • Working capital management
  • Business plan development
  • Vendor terms renegotiation
  • Bank loan restructuring
  • Capital restructuring
  • Management reporting
  • CFO services
  • Hive off / carve outs / strategic tie-ups – entire range of transaction advisory services.
     

Implementation of Resolution Plan and Exit Strategies

  • Develop an effective exit strategy considering  - timeliness, maximum value realisation, seamless legal compliance
  • Develop and monitor an implementation roadmap
  • Project management
     

Voluntary Winding Up (Liquidation of a Solvent Company)

  • Cleaning up of financials
  • Employee and creditor management
  • Clearances from tax and regulatory authorities
  • Liaising with government authorities
  • Realisation of assets and distribution of proceeds to stakeholders
 

To know more about voluntary winding-up, click here.

SKP Volunatary Winding-up Brochure
Publications