Introduction

Compliance advisory services play a critical role when businesses undertake complex cross-border transactions that involve multiple regulatory frameworks. In India, share transfers between resident promoters and non-resident entities require strict adherence to corporate law, foreign exchange regulations, and regulatory reporting standards.

This case study examines how Abhijith Preman and Co, acting as a regulatory compliance advisor and transaction advisory firm, supported an Indian technology company in executing a promoter-level share transfer to a UAE-based entity while ensuring complete compliance with Indian law.

The engagement highlights the importance of transaction advisory services, due diligence, and structured compliance execution in cross-border restructuring.

 

Executive Summary

What was the challenge?
 The promoters of an India-based technology company planned to transfer their shareholding to a UAE entity, triggering compliance obligations under the Companies Act, 2013, FEMA, and RBI reporting regulations.

What compliance advisory services were provided?
 Abhijith Preman and Co delivered end-to-end compliance advisory services covering transaction structuring, valuation coordination, share transfer documentation, ROC filings, and RBI reporting.

What was the outcome?
 The cross-border share transfer was completed successfully with zero regulatory observations, delays, or compliance risks.

 

Client Overview

  • Business Type: Technology and Digital Platform Company

  • Location: India

  • Industry: Technology

  • Nature of Transaction: Cross-border share transfer

  • Transaction Objective: Transfer of shares held by resident promoters to a UAE-based non-resident entity

  • Compliance Requirement: Adherence to Indian corporate law and foreign exchange regulations

 

The Challenge

Cross-border share transfers from resident individuals to non-resident entities are highly regulated in India. The client’s proposed transaction required:

  • Compliance with the Companies Act, 2013

  • Adherence to FEMA regulations governing resident-to-non-resident transfers

  • Alignment with RBI reporting requirements, including FC-TRS filings

  • Accurate valuation by a registered Merchant Banker

  • Time-bound execution to meet strategic restructuring goals

Any error could have resulted in regulatory penalties, transaction delays, or future scrutiny.

 

Our Compliance Advisory Approach

Acting as the transaction advisory and compliance advisory services partner, Abhijith Preman and Co adopted a structured and risk-controlled approach.

Transaction Structuring Review

The proposed transaction structure was reviewed to ensure compliance with Indian corporate and foreign exchange laws.

Capitalisation Table Validation

A detailed review of the capitalisation table was conducted to confirm pre- and post-transfer shareholding accuracy.

Valuation Coordination

The firm assisted in coordinating a Merchant Banker valuation to meet FEMA pricing guidelines.

Share Transfer Documentation

All transaction documents were drafted and reviewed to ensure regulatory accuracy and audit readiness.

ROC Compliance

Statutory filings under the Companies Act, 2013 were completed within prescribed timelines.

RBI Reporting

FC-TRS filings and FEMA reporting obligations were completed accurately and on time.

 

Key Strategies Implemented

Capitalisation Table Structuring

Ensured transparency and compliance in ownership changes before and after the transaction.

Valuation Compliance Support

Merchant Banker valuation aligned with FEMA pricing norms to avoid regulatory objections.

Robust Documentation

Comprehensive documentation to support transaction integrity and audit defensibility.

ROC Compliance Management

All corporate filings completed accurately to maintain statutory compliance.

RBI and FEMA Reporting

Timely FC-TRS filings to satisfy foreign exchange reporting requirements.

 

Outcome

  • Cross-border share transfer completed without regulatory issues

  • Full compliance with the Companies Act, FEMA, and RBI norms

  • Regulatory risk mitigated through structured advisory execution

  • Client achieved strategic restructuring objectives seamlessly

How the APCALLP Team Strategically Managed the Cross-Border Share Transfer

Cross-border share transfers demand more than regulatory execution. They require strategic sequencing, governance clarity, and risk containment across jurisdictions. The APCALLP team approached this engagement with a structured advisory mindset, ensuring the transaction remained compliant, controlled, and future-ready.

1. Regulatory-First Transaction Structuring

Before documentation or filings, the APCALLP team evaluated the transaction through a regulatory lens. The proposed resident-to-non-resident share transfer was assessed against the Companies Act, 2013 and FEMA frameworks to ensure the structure itself was permissible, defensible, and aligned with RBI expectations. This upfront validation eliminated the risk of rework at later stages.

2. Strategic Account of Jurisdictional Interplay

The team carefully mapped the regulatory interaction between Indian corporate law and foreign exchange regulations governing transfers to a UAE entity. By anticipating how Indian authorities view offshore holding structures, APCALLP ensured the transaction remained compliant without triggering enhanced scrutiny or post-facto clarifications.

3. Capitalisation Integrity and Ownership Clarity

A detailed review of the capitalisation table was conducted to establish absolute clarity on pre- and post-transfer ownership. APCALLP ensured that the revised shareholding structure reflected accurate economic ownership, voting rights, and promoter control, which is critical for both regulatory reporting and future investment considerations.

4. Valuation Governance and FEMA Alignment

Recognizing valuation as a high-risk area in cross-border transfers, APCALLP coordinated the Merchant Banker valuation process with a focus on FEMA pricing guidelines. The team ensured the valuation methodology, assumptions, and documentation were regulator-ready, reducing the risk of RBI objections or valuation disputes.

5. Precision-Driven Documentation Strategy

Every share transfer document was prepared with regulatory defensibility in mind. APCALLP ensured that agreements, board resolutions, and statutory records aligned with both legal requirements and transaction intent. This precision reduced ambiguity and ensured audit and inspection readiness.

6. Sequenced Compliance and Reporting Execution

The team followed a carefully sequenced execution plan, ensuring that Companies Act filings and RBI FC-TRS reporting were completed in the correct order and within statutory timelines. This disciplined approach prevented procedural lapses that commonly delay or derail cross-border transactions.

7. Risk Containment and Future Readiness

Beyond completing the transaction, APCALLP assessed downstream compliance exposure, including future reporting obligations, audit considerations, and regulatory traceability. This forward-looking advisory ensured the client remained compliant even after transaction closure, reinforcing long-term governance stability.



Conclusion

This case study demonstrates how professional compliance advisory services and transaction advisory services are essential for executing cross-border share transfers in India. By combining regulatory expertise, due diligence, and structured execution, Abhijith Preman and Co enabled the client to complete a complex transaction without compliance disruptions.

For businesses seeking transaction advisory, online CFO services, or outsourced CFO services, regulatory clarity and proactive compliance planning remain key to long-term success.

 

Frequently Asked Questions (FAQs)

1. What are compliance advisory services in cross-border transactions?

Compliance advisory services ensure adherence to corporate, tax, and foreign exchange laws during cross-border transactions.

2. Why is FEMA compliance critical for share transfers?

FEMA governs resident-to-non-resident transactions and mandates valuation and RBI reporting.

3. What is FC-TRS reporting?

FC-TRS is an RBI filing required for reporting share transfers between residents and non-residents.

4. Who requires transaction advisory services?

Companies undergoing restructuring, mergers, acquisitions, or foreign investments benefit from transaction advisory services.

5. Are valuation reports mandatory for cross-border share transfers?

Yes, FEMA requires valuation by a registered Merchant Banker.

6. How do online CFO services support such transactions?

Online CFO services provide strategic oversight, compliance planning, and financial governance.

7. What risks arise without a regulatory compliance advisor?

Non-compliance can lead to penalties, delayed transactions, and regulatory scrutiny.

8. How do outsourced CFO services add value?

Outsourced CFO services ensure financial discipline, reporting accuracy, and regulatory alignment.

9. Is due diligence part of transaction advisory services?

Yes, transaction advisory services due diligence ensures financial, legal, and regulatory readiness.

10. Who should engage a transactional advisor?

Businesses undertaking high-value or cross-border transactions should work with a transactional advisor for compliance assurance.