Advisory and compliance for private placements, rights issues, IPOs, ESOPs, capital reductions, buy-backs, Schemes of Arrangement before the NCLT, and proceedings under the Insolvency and Bankruptcy Code, 2016.

Capital Transactions & Corporate Restructuring

Capital and debt structure decisions — involving the issue and buy-back of securities, restructuring of corporate entities, and the resolution of financial distress — are among the most legally and regulatorily intensive areas of corporate practice. Sudhir Hulyalkar & Co. provides advisory and compliance support across the full spectrum of capital transactions, from routine capital raises and buy-backs to complex restructuring, court-sanctioned Schemes of Arrangement, and insolvency proceedings before the National Company Law Tribunal.

The firm advises boards, management, and investors on the legal, regulatory, and procedural dimensions of capital transactions under the Companies Act, 2013, SEBI Regulations — including the ICDR, SAST, and PIT regulations — and the Insolvency and Bankruptcy Code, 2016. Every transaction is structured with regard to applicable law, and all associated filings with the MCA, SEBI, RBI, and NCLT are prepared and managed by the firm.

Schemes of Arrangement & Insolvency Advisory

The firm provides specialist advisory on Schemes of Arrangement — the mechanism under which corporate amalgamations, demergers, capital reductions, and other structural changes are sanctioned by the NCLT under Sections 230–232 of the Companies Act, 2013. The firm also advises on Corporate Insolvency Resolution Processes and voluntary liquidation under the IBC, guiding companies through proceedings before the NCLT with appropriate legal and secretarial support at each stage.
01

Transaction Structuring

Advising on the legal and regulatory framework applicable to the proposed capital transaction or restructuring, and identifying the optimal structure given the parties' objectives and regulatory constraints.
02

Regulatory Filing

Preparing and filing all required forms, resolutions, offer documents, SEBI filings, RBI intimations, and NCLT or court applications applicable to the transaction.
03

Execution & Closure

Managing the full transaction lifecycle — from board and shareholder approvals through regulatory clearances, allotment, registration, and post-transaction compliance obligations.

Scope of Service

  • Capital issues: private placement, rights issue, IPO, and public issue compliance and advisory
  • ESOPs, ESARs, sweat equity share issuance, and employee incentive plan structuring and compliance
  • Capital reduction and buy-back: advisory, documentation, and regulatory filings
  • Schemes of Arrangement: demergers, amalgamations, and capital restructuring proceedings before the NCLT
  • Insolvency and Bankruptcy Code: NCLT applications, CIRP advisory, and voluntary liquidation support