Corporate Services
BUSINESS SETUP SERVICES
- Incorporation of public & private limited companies viz. company limited by shares or by guarantee
- Obtaining licenses and incorporation of section 25 companies (for promoting commerce, art, science, etc.)
- Incorporation of Part IX Companies (e.g. Producer Companies)
- Incorporation of Limited Liability Partnership (LLP)
- Conversion of existing business entities into Company / LLP
- Registration of foreign companies in India (Branch offices / Liaison offices / Project offices)
- Registration of a wholly owned subsidiaries outside India
- Registration of Company with RBI as NBFC, Primary Dealers, Assets Reconstruction Companies, etc.
- Registration of Company with SEBI as Mutual Fund, Stock and Sub Brokers, Portfolio Managers, Venture Capital Funds, Merchant Bankers and other intermediaries
- Obtaining license and formation of a company/unit in SEZ’s/ EOU’s/ STP
- Joint Ventures / Foreign Collaborations
- Registration of business entities under Central/ State / Local Authorities
COMPANY LAW MANAGEMENT SERVICES
- Assisting in preparation of notices, agenda, minutes and resolutions for Board Meetings, Committees thereof, AGM, EGM, Statutory Meetings & reports thereof.
- Maintenance and assistance for preparation of Secretarial and Statutory / Non-statutory records including Statutory Registers
- Secretarial Compliance Certificate for Public, Private & Listed Companies.
- Preparation and alteration of MOA and AOA
- Forfeiture / surrender / lien of shares
- Reconstitution of Board of Directors and committees thereof
- Compliance of Public Deposits
- Issue and compliance of various kinds of debentures (listed or unlisted) and managing privately placed Non-Convertible Debentures (NCD’s)
- Issue of share certificates including duplicate, splitting, consolidation, etc.
- Shifting of books of accounts from one place to another place
- Remuneration to Directors, their relatives and persons holding office or place of profit
- Declaration and payment of dividend
- Loans to directors, their relatives and other body corporates
- Contracts / arrangements in which directors are interested
- Assisting in passing resolution through Postal Ballot and acting as Scrutinizer
- Compounding of various offences under the applicable Acts
- Appointment / resignation / removal of Auditors
- Dematerialization / Rematerialization of securities
- Obtaining DIN / DSC (including PAN encrypted) for directors and professionals
- Preparation, certification and filling of various e-forms on MCA Portal
- Liaison with the offices of ROC / RD / CLB / MCA for obtaining various regulatory approvals
- Various other compliances of corporate laws
APPLICATIONS AND APPROVALS:
- CENTRAL GOVERNMENT:
- Increase in number of Directors
- Office or Place of Profit
- Appointment / remuneration / waiver of remuneration of Directors and Managerial Personnel
- Exemption from attaching balance sheet of subsidiary companies to its holding company
- Change in the form and contents of the Financial Statements
- Loans to directors, their relatives and interested parties
- Declaration of dividend out of reserves
- Appointment of cost auditors
- Removal of Directors
- Appointment of sole selling/ sole buying agents
- Payment of interest out of capital
- Condonation of delay in filing of forms with MCA
- Other Applications
- COMPANY LAW BOARD:
- Relief in case of oppression and mismanagement
- Shifting of registered office from one state to another
- Condonation of delay in filing of forms for creation / modification / satisfaction of charge
- Issue of Shares at discount
- Extension of time for not issuing debenture certificate within 3 months
- Convening AGM / EGM in case of default by the company
- Repayment of unpaid public deposits including small deposits
- Other Applications
- REGIONAL DIRECTOR:
- Rectification of name
- Contracts in which Directors and/or their relatives are interested
- Licenses for incorporation of section 25 company
- Removal of Auditors before expiry of term
- Shifting of registered office from jurisdiction of one ROC to another
- Compounding of Offence
- Other Applications
- REGISTRAR OF COMPANIES:
- Change of name/ object clause
- Conversion of Public company to Private and vice versa
- Extension of time for holding AGM
- Change and extension of financial year
- Revalidation of Transfer Deed
- Commencement of new business not germane to main object
- Declaration of a company as defunct company
- Certificate of commencement of business by public companies
- Other applications
CORPORATE RESTRUCTURING SERVICES
- Amalgamation / merger / takeover / compromise
- De-merger / split / spin off or hive off - of division or business into separate company
- Slump Sale
- Revival of defunct / sick companies
- Joint venture / foreign collaborations / alliances
FINANCIAL RESTRUCTURING SERVICES
- Issue and allotment of securities for cash / consideration other than cash carrying voting rights and/or differential voting rights
- Transfer of controlling stake
- Issue of share warrants
- Rights issue / Bonus Issue / Sweat Equity / Preferential Issue/ Private Placement of securities
- Issue of IDR / ADR / GDR / FCCB.
- Reclassification / consolidation / sub division/ cancellation of share capital
- Employees Stock Option Scheme / Employees Stock Purchase Scheme
- Buy Back of Securities
- Reduction of share capital
- Conversion of shares into stock and vice versa
AUDIT AND CERTIFICATION
- Secretarial Compliance Certificate
- Corporate Governance
- Legal Due Diligence
- Reconciliation of share capital
- Securities Audit
- Depository Participant Audit
- Stock Broker Compliance Audit
- Annual Return Certifications
- Stock Audit on behalf of Banks
- Bank Due Diligence Audit
- Certificate for Preferential issue of shares, buy back, FC – GPR etc
- Inspection Audit of Mutual Funds
SEBI AND LISTING
- Assistance in managing IPO / FPO
- Listing/ Delisting/ Relisting of Securities
- Registration of intermediaries with SEBI (Mutual Fund, Stock and Sub Brokers, Portfolio Managers, Venture Capital Funds, Merchant Bankers, FIIs and other intermediaries)
- Audits and certification under listing agreement
- Assistance in compliance with provisions of listing agreement
- Assistance in compliance with various Guidelines, Rules and Regulations issued by SEBI
- Liaison with office of Stock Exchanges
- Other allied services
FOREIGN EXCHANGE MANAGEMENT
- INBOUND SERVICES IN RELATION TO
- Investments by venture capital funds / multinational financial institutions;
- Investment in joint ventures / WOS / collaborations;
- Issue of shares by Indian companies to person resident outside India
- Import of goods, services, currency and mercantile trade
- OUTBOUND SERVICES IN RELATION TO
- Investment in joint ventures;
- Funds garnered from ADR / GDR / IDR issue;
- Investment in swap or exchange share arrangement;
- Capitalization of exports and other dues;
- Exports of goods, services towards equity;
- Acquisition of a foreign company;
- Investment by partnership / proprietary concern / registered trusts / registered societies;
- Purchase / acquisition of foreign investment from person resident outside India;
- Pledge of shares
- Hedging of overseas investments
- REGULATORY COMPLIANCES, CENTRAL GOVERNMENT APPROVAL, CONFORMITY WITH RBI GUIDELINES FOR
- Foreign Currency Convertible Bonds
- External Commercial Borrowings
- Preference shares (non convertible or partially convertible or compulsory convertible)
- American Depository Receipts / Global Depository Receipts / Indian Depositories Receipts
- Setting up of an Indian branch office / liaison office / project office outside India
- Opinion on the various procedures relating to bringing in of the foreign funds/ investments
- Setting up of a branch office / liaison office / project office in India by the foreign company
- Application and approval of FIPB
- Transfer of securities from person resident in India to person resident outside India or vice versa
- Acceptance of foreign contribution
- Acquisition / transfer of immovable property in India
- Compounding of various offences under FEMA and FCRA
- Various other applications to RBI
PROJECT FINANCING
- Project finance
- Infrastructure Project finance
- Project finance debt
- Renewable energy Project finance
- Business finance
- Structured Financing Solutions
- Arranging for Private Equity
- Planning Financial Products to satisfy the Client’s requirements
- Preparation of Feasibility Studies, DPR, Capital Structuring and Techno-Economic Feasibility
- Assistance in Legal Documentation including Project related requirements
ADVISING ON RISK MINIMIZATION PROCESS
- Risk identification and analysis
- Risk allocation
- Risk management
CLOSURE OF BUSINESS
- Winding up of companies (Voluntary and Compulsory)
- Acting as Voluntary Liquidator in case of voluntary Winding up
- Liaison with office of Official Liquidator
- Striking the name of inactive companies off register
- Closure of Branch Office/ Liaison office /Project Office of foreign companies
- Sale of existing business to other entities
- Other allied services
OTHER VARIED SERVCES
- Application for Import Export Code
- Application for License under Shops and Establishments Act
- Product Registration
- Charge Registrations and search reports for Banks and financial Institutions
- Obtaining copies of documents from the Office of Registrar Of Companies
- Legal opinions
SERVICES PROVIDED TO MUTUAL FUNDS
- Drafting and maintaining the secretarial registers and records including agenda, minutes of the board as well as committee meeting.
- Drafting and updating various departmental code e.g. Advertisement code/advising processes for ensuring the implementation
- Liaison with SEBI and AMFI
- Assistance in the Compliance functions of the company
- Checking the validity of legal documentation with regards to the corporate clients
- Checking the legal validity of security created in favor of the companies in case of secured debentures (in the case of secured debt investments)
- To review the services of Registrars and custodians on the basis of reports submitted by them and audit by random checking
- To perform Secretarial audit at regular interval.
- To carry on orientation programmers for various department.
- To co-ordinate with distributors for proper legal compliance
- To carry out inspection and audit of distributors and its various collection centers.
- Drafting, updating and vetting the offer documents / Addendum / Compliance Manuals in view of the risk management guidelines
- Preparing common offer documents/ SIDs
- Checking the AMFI certification of all the participants of MFs
- Confirming that all the reports are based on facts and are in compliance with the regulations
- Periodic due diligence and compliance audit for Mutual Funds
- To help to set up Mutual Fund including documentation and correspondence with SEBI
- Preparing KYC Forms for Compliance purpose as per SEBI and AMFI Regulations
- Verification of clients (KYC checking)
- Preparing the Code of Conduct for Employees and Directors of Mutual Funds
- Other Functions like Marketing / Investor Services/ Compliance documentation