Services

Legal Opinion Under Corporate Laws

Based on facts of case provided to us & analysis of relevant legal provisions, we provide research-based legal opinion of critical provisions of Companies Act, Foreign Exchange Laws, Securities Laws.

Services Under Company Law

1. Transaction Specific Services

  • Advisory & consultation in declaration of dividend (interim dividend or final dividend)
  •  Consulting & advisory under Corporate Secretarial Responsibility (under section 135 of the Companies Act)
  •  Consultation, advisory and compliance services for related party transactions, maintaining records and requisite disclosures,
  •  Consultation, advisory services on remuneration to directors of public companies (listed or unlisted companies), calculation of profits in accordance with Companies Act, 2013.

2. Corporate Compliance Service

  • Assistance and support for ensuring quarterly and annual compliances for the companies under Company Law.
  • Conducting Secretarial Audit under Companies Act for certain class of companies,
  •  Reviewing and providing services for creating Corporate Governance environment for certain unlisted public companies and start-up companies
  •  Preparation and review of corporate secretarial documents under the Companies Act, 2013 (which includes preparation of notices, agenda, minutes of board meetings, Committees, annual general meeting, extra-ordinary general meeting, etc.)
  •  Providing advisory services and certificates / reports under Companies Act

3. Business set-up services

  • Guidance & consultation in selecting the type of business organisation for starting the venture.
  • Setting-up of companies, which includes private companies, public companies, not for profit companies (section 8 companies).
  • Setting-up of one person companies, subsidiary companies, joint-venture companies and registration of start-up (if required).

4. Issue Of Securities

  • Assistance, support and preparation/review of corporate secretarial documents under the Companies Act, 2013 for:
  1. Issue of securities under rights issue, preferential allotment, private placement.
  2. Issue of shares and stocks to employees (employee stock options, sweat equity, etc.)
  3. Raising of money by deposits or debentures
  4. Dematerialization / Rematerialization of securities

 

  • Drafting / reviewing relevant agreements between company and stakeholders for issue of securities
  • Review of Memorandum and Articles of Association of the company and assistance in amendment thereof (specifically for joint venture companies, companies seeking investments from Venture Capital Funds/Private Equity)

5. Annual Corporate Law Compliances

  • Assistance, support and preparation/review of board’s report, documents relating to shareholders meeting, filing financial statements with the Registrar of Companies (on Ministry of Corporate Affairs portal),
  • Preparation and assistance in filing Annual Returns with the Registrar of Companies (on Ministry of Corporate Affairs portal),
  • Services relating to certification and filing of Annual Returns under the Company Law with the Registrar of Companies (on Ministry of Corporate Affairs portal),
  • Corporate Secretarial Compliance Certificate for companies under Companies Act (on voluntary basis)
  • Filing and reporting of annual compliances to Registrar of Companies (on Ministry of Corporate Affairs portal)
  • Filing and reporting of event-based compliances to Registrar of Companies (on Ministry of Corporate Affairs portal)

6. Assistance In Conducting Meetings For Companies

  • Assistance and guidance in calling & conducting board meetings (in-person, video conferencing, or hybrid),
  • Assistance and guidance in calling & conducting shareholders meetings (in-person, video conferencing, or hybrid),
  • Providing the services of Scrutinizer for resolutions through postal ballot under the Companies Act,

7. Corporate Law Compliances For Directors, KMP & Auditors

  • Preparation and review of corporate secretarial documents, appointment letters, engagement letters, agreements under the Companies Act, 2013 for appointment or any changes (resignation, disqualification, etc.) of:
  1.  Auditors (Secretarial Auditors, Statutory Auditors, Internal Auditors, Cost Auditors, etc.)
  2.  Directors (Managing Director, Whole-Time Director, Independent Director, Non-Executive Directors),
  3.  Key Managerial Personnel (Company Secretary, Chief Finance Officer, Chief Executive Officers, etc.),

 

  • Obtaining Director Identification Number (DIN) and Digital Signature Certificate (DSC, including income tax – PAN encrypted) for directors and employees of the companies

8. Corporate Secretarial Records & Compliances

  • Preparation and review of Corporate Secretarial Registers (‘Statutory Registers’) under the Companies Act, 2013 and Rules made thereunder.
  • Consulting, Advisory and compliance of re-organisation of share capital and preparation of share certificates
  • Review of Memorandum and Articles of Association of the company and assistance in amendment thereof (specifically for joint venture companies, companies seeking investments from Venture Capital Funds/Private Equity)
  • Preparation, certification and filling of various e-forms under the Companies Act.

9. Representation Services

  • Filing application to the Government (Ministry of Corporate Affairs, Regional Director, Registrar of Companies) or Tribunal / Appellate Tribunal (NCLT / NCLAT) for certain provisions of the Companies Act (including representation services)
  •  Representation services before regulatory authorities for adjudication of penalties under Company Law.

Corporate Restructuring Activities

  • Consultation and advisory services in merger, demerger, amalgamation of entities.
  • Conducting legal due diligence of entities involved in corporate restructuring activities.
  • Conversion of public company into private company or vice-versa
  • Conversion of private company into LLP or vice-versa
  • Conversion of public company into LLP or vice-versa
  • Assistance and support in financial and human resource due diligence of entities
  • Drafting or reviewing scheme of arrangement.
  • Exploring corporate restructuring activities like buy-back of securities vis-à-vis capital reduction.
  • Drafting or reviewing takeover agreement or business takeover agreement.
  • Consultation and advisory services in liquidation companies
  • Drafting and vetting of joint-venture agreements, share subscription agreement, commercial agreements, etc.
  • Application for strike-off the name of company
  • Voluntary winding-up of companies

Services Under Foreign Exchange Laws (FEMA)

  • Inbound and Outbound Investments under foreign exchange laws – advisory and compliance services,
  • Assisting foreign investor in determining investment strategy
  • Due-diligence of suitable joint-venture partner (in India or abroad)
  • Consultation, advisory and compliance services under foreign exchange laws for setting-up subsidiary company / joint venture company in India,
  • Study of India’s Foreign Direct Investment Policy in relation to the proposed investment in India,
  • Consultation, advisory and compliance services under foreign exchange laws for setting-up of opening of liaison office, project office and branch offices in India,
  • Drafting and vetting of foreign collaboration agreement or joint venture agreement,
  • Co-ordinating with Reserve Bank of India / Government (through Foreign Investment Facilitation Portal) and obtaining Government approval,
  • Consultation, advisory and compliance services under foreign exchange laws for raising of funds through External Commercial Borrowings (ECB),
  • Obtaining various permissions from RBI under FEMA,
  • Representation services for compounding of offences under foreign exchange laws.
  •  Advice and legal opinions under foreign exchange laws
  • Audit under foreign exchange laws – review of documents, compliances of records maintained,
  • Advisory and consultancy services for current and capital account transactions under FEMA.

Services Under Securities Laws

  • Consulting, advisory and compliance services under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Consulting, advisory and compliance services under SEBI (Prohibition of Insider Trading) Regulations, 2015
  • Representation services before SEBI and Securities Appellate Tribunal (SAT)
  • Compliance Audits, Internal Audits, Review of corporate governance framework of the listed entity
  • Training services for creating awareness about securities laws and its implications
  • Drafting and review of policies to be maintained by listed entities under SEBI Regulations
  • Assisting an unlisted public company in ensuring compliance of SEBI Regulations (post-listing).

Services Under LLP Laws

  • Guidance & consultation in selecting the type of business organisation for starting the business venture.
  • Incorporating of Limited Liability Partnership (LLP).
  • Assistance and support for ensuring annual compliances under LLP Law.
  • Assistance and support in re-constitution of LLP (changes in Partners / Designated Partners)
  • Assistance and support in preparing and executing joint venture agreements, partnership agreements, etc.
  • Consultation and advisory services for LLP from time to time.
  • Obtaining Director Identification Number (DIN) and Digital Signature Certificate (DSC, including income tax – PAN encrypted) for designated partners
  • Review of LLP Agreement and assistance in amendment thereof (specifically for joint venture purposes or LLPs seeking investments from Venture Capital Funds/Private Equity).