I. Advisory:
Corporate laws play an important part in the entire operations of an organization. Whilst a large part of corporate law primarily relates to the Companies Act, 2013, it does the secretarial oversight of other laws including SEBI, FEMA, NBFC and so on. It is important to understand various procedural compliances required under law, ways to make those compliances, consequences of non-compliance before entering into any transaction/business deal. It should not happen that the cost of compliance/non-compliance overruns the benefit of transaction/business deal.
It is also important to take timely advice from professionals to protect the organisation from any non-compliance in near future due to negligence. After all, ignorance of law is not treated as an excuse in the eyes of the Law.
We at FinScribal have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who possess extensive experience in various corporate laws who provide extensive advisory services over formation of different type of entities based on the proposed structure of the entity and needs of the management, procedural compliance involved in particular transaction or business deal, due-diligence of entity before entering into any business deal, timely check of existing procedural compliances and advisory to improve the same, etc.
a. Secretarial Due Diligence:
A secretarial due diligence is scrutiny of all, or specific parts of the procedural compliances of the target company depending on the purpose of secretarial due diligence which may be mergers, acquisition, major investment decision or long term business association with a view of uncovering any compliance risk and provide the buyer with an extensive insight into the company’s procedural compliance matters. The results of the secretarial due diligence, in general, reflect the levels of compliance thresholds and is often, a barometer of the Organizational philosophy and approach to compliance. It also improves the buyer’s bargaining position and ensures that necessary precautions are taken in relation to the proposed business deal.
It covers the due diligence of procedural and legal aspects of a business transaction like pre-check of existing compliances of target company, pending dues as well as cases before the authorities, potential pitfalls and other related issues.
At FinScribal, we cover the following important aspects under the scope of due diligence. However, the list provided herein is not an exhaustive list and the scope would vary according to the nature of engagement entered into:
- Basic features such as master data on the MCA portal, correct reflection of particulars w.r.t. Directors, Key Managerial Personnel, Registered Address, Other addresses, compliances completed and so on
- Compliance with provision of Articles of Association
- Transaction with related parties
- Appointment of and remuneration to Directors including Independent Directors
- Contracts with director
- Loans to Director
- Borrowings by the Company and securities covered
- Matters such as disclosure, prospectus, minimum subscription compliance with listing agreement etc. in case of listed company.
- Fixed deposits accepted and its repayments
- Distribution of dividend
- Maintenance of statutory registers, minutes books etc.
- Filing of necessary returns
b. Compliance advisory:
Considering the rapidly growing economy, globalization and increase in complexities of businesses, government is continuously upgrading and updating the existing laws and regulations to cope up with the ever-increasing complexities in the business landscape – both domestic and international. Also, due to advent of digitalization there is tremendous increase in digital compliance and issuance of new e-forms each day, leading to large scale regulatory reform. Consequently, organizations need to ensure effective compliance with increasingly varied and complex requirements.
In order to deal with the greatest challenges of the regulatory reform, organization needs professional assistance over advisory of changes in existing laws, regulations, forms or applicability and scope of new laws, regulations and forms.
We at FinScribal have an experienced team of Company Secretaries, Legal Professionals and Chartered Accountants who are actively engaged to deliver pragmatic solutions to complex regulatory issues.
FinScribal can help you:
- Evaluate the effectiveness of existing compliance policies and procedures;
- Identify, verify, and even prevent breaches of regulatory requirements;
- Provide advice on design of the compliance function and, when appropriate, assists with the design and implementation of specific reporting systems, process requirements, and compliance programs, including training approaches;
- Keep track of regulatory developments and avoid last minute rush approach to compliance;
- Take a proactive approach to compliance by assisting you in providing advisory to rapidly changing economic reforms.
c. Transaction advisory:
Nowadays, organizations enter into various transactions for growth and expansion of the business such as fresh issue of equity shares, ESOP, bonus issue, right issue, debt issue, issue of depository receipts, etc. These transactions require various procedural compliances under different corporate laws and close examination to make procedural compliance accurately and timely.
We at FinScribal have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who provide extensive services for execution of such transactions which are governed mainly by the following regulatory framework:
- The Companies Act, 2013 along with relevant rules
- Securities Contracts (Regulation) Act, 1956
- Foreign Exchange Management Act, 1999
- Securities Contracts Regulation (Rules) 1957
- SEBI (ICDR) Regulations 2009
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI (ESOP & ESPS) Guidelines, 1999
- Companies (Share Capital and Debentures) Rules, 2014
- SEBI (Issue and Listing of Debt Securities) Regulations 2008
II. Compliance:
With the advent of Companies Act, 2013, there is enhanced disclosure requirements by the companies to the Registrar of Companies (RoC), Stock Exchanges, Shareholders and other Statutory authorities. In order to help our clients to stay abreast with all the statutory requirements, our dedicated team of Company Secretaries regularly advices clients in various corporate, legal & secretarial compliance services.
FinScribal has a wealth of experience in providing flexible, tailored services to a range of companies from small start-ups to multi-nationals and high net-worth listed entities. Our staff has depth of knowledge and skill in the corporate secretarial space.
At FinScribal, our team takes a holistic approach in guiding our clients about the various compliances which are required under various different statues. We address the compliance needs of our clients right from inception i.e. maintenance of books of account to the filing of annual returns and various other related forms.
Under corporate and allied laws, instances arise where certificationsare required, which is also a part of our regular corporate compliance services. At FinScribal, our dedicated staff are also involved in representing their clients before various fora i.e. RoC, NCLT, NCLAT, SEBI, RBI, etc.
a. Secretarial Audit :
Secretarial Audit is a process to check compliance with – the provisions of various Laws/Rules/Regulations/Procedures, maintenance of books, records etc. by an independent professional to ensure that the company has complied with the required legal and procedural obligations and also maintains required processes to adhere to it.
At FinScribal, we conduct a detailed secretarial audit of various books, records of the company to:
- To Check Report on Compliances.
- To Protect the interest of the Customers, employees, society etc.
- To avoid any unwarranted legal actions by law enforcing agencies.
- To Point out Non- compliances and inadequate Compliances.
- To ensure that the legal and procedural requirements are duly complied with that strengthens the image and goodwill of a company.
We take utmost care to issue secretarial audit report as we believe it is a very important tool for identifying and prioritizing controls and establishing risk appetite while also being an important way to extend confidence to various stakeholders including Investors, management.
b. Corporate Governance Audit:
Corporate Governance Audit is an effective way to ensure that the company has complied with all the laws applicable and effective internal control systems, policies, procedures are implemented well to serve needs of all the stakeholders, as mandated by the LODR This Audit also helps ameliorate the Board of Directors comfort levels when it comes to maintenance of Corporate Governance standards laid out by Law and spelt out by the Board.
We provide following services in respect of Corporate Governance Audit of Companies:
- To determine such procedure for assessing risks such as global, financial, general, economic, political, industry and company specific risks and to ensure adoption of such procedures to minimizing such risk.
- To provide for measures to monitor and review the effectiveness of the company’s internal audit function; and monitor the internal audit function’s independence and objectivity and the effectiveness of the internal audit process, taking into consideration relevant professional standards.
- To provide for such measures to ensure that company complies with applicable regulations in respect of the following:
- Composition of the Board.
- Compensations of Directors including Non-Executive Directors.
- Meetings of Board and Committee Meetings.
- Composition of various Committees of the Board including Audit Committee.
- Code of Conduct and whether the Company has laid down the same to various levels in organization
- Information including Financial Statements and results, Annual operating plans and Budgets, Show cause or demand or prosecution notices and such other materially important documents are placed before the Board. Review of the Information capture mechanisms to make the appropriate data available to the Board and its Committees.
- Disclosures and whether proper disclosures have been made regarding related party transactions, accounting treatment, risk management, etc. by the company as and when required.
- Review of the CEO/CFO Certifications to the Board
c. Filing of Annual Accounts and various other compliances/ certifications:
It is mandatory for every company incorporated in India whether public or private to file the various e-Forms along with the necessary documents with the RoC. Annual filing of the company includes all the documentation related to the filing of financial statements and Annual return which consists of information that includes the Financial Statements of the company, Certifications(if any) Registered Office Address, Shares and Debenture details, Register of Members, Debt details and information about the Management of the Company. The annual return would also disclose the shareholdings structure of the Company, changes in Directorship and details of the transfer of securities. FinScribal can help you file your Company’s annual return accurately and timely.
At FinScribal, we provide our clients the following different services:
i. Assisting in periodic Compliances for OPC, Small Companies and Private Limited Companies.
- Disclosure of Directors’ Interest in other entities by way of directorship or shareholding,
- Calling for declaration by Directors u/s 164(2) in Form DIR-8
- Preparation and filing of Annual Return with Registrar of Companies (ROC)/li>
- Advising and assisting in convening Board Meeting/General Meetings and all allied activities and documentation pre & post meetings
- Drafting of Notices, agenda, Minutes etc. for all meetings
- Preparation and filing of relevant E-forms with Registrar of Companies (ROC)
- Documentation and formalities regarding Appointment of Auditors
- Filing of Annual audited financials in XBRL form, if applicable
ii. There are certain more Annual Compliances mandatory for Unlisted Public Limited Companies, apart from those applicable to private companies as mentioned above.
- Circulation of Financial Statement and other Relevant documents
- Certification of Annual Return as Practicing Company Secretary
iii. Limit Based Annual Compliance for Unlisted Public Companies.
An unlisted Public Limited Company has to comply with the guidelines of Companies Act 2013 with respect to following parameters depending upon its applicability. We advise and assist companies in following major compliances, depending upon applicability:
- Disclosure of Public Deposits
- Documentation and e-filing with respect appointment/ resignations of Key Managerial Personnel (KMP)
- Appointment of an Independent Director
- Appointment of an Independent Women Director
- Appointment of an Internal Auditor
- Carrying out Secretarial Audit
- Constitution and further functioning of Audit Committee
- Constitution and further functioning of Nomination or Remuneration Committee
- Advising / Assisting in setting up Vigilance Mechanism
iv. There are certain added Annual Compliances for Listed Company under Companies Act, 2013
- Reconciliation of share Capital Audit
- Share Transfer Audit
- Providing Scrutiniser’s Report
- Shareholding Pattern
- Advising regarding Postal Ballot
- Unaudited /Audited Financial Statements
- Corporate Governance Report
III. Formation & other services:
Many small entrepreneurs launch their companies as sole proprietorships initially wherein there is no separate legal existence of the business. However, as the business starts growing rapidly it is important to structure it and provide a separate legal existence as changing the format of a small business to a corporation or a One Person Company (OPC) can offer a range of advantages for entrepreneurs. Most notable is that a corporation or OPC protects entrepreneur’s personal assets in case debts or legal judgements are claimed against the business. Incorporating separate entitiy has far reaching benefits which are briefly listed below:
- Separate Legal Existence
- Limited Liability
- Lower corporate tax rates
- Greater access to capital
- Perpetual succession
- Brand Building
Operating in India or in several other regulated jurisdictions require studying the special regulatory requirements. For instance, setting up a company in the non- banking financial sector or banking sector or insurance sector requires a deeper study of applicable regulations and planning for such things in advance and it is essential to factor time and costs thereof.
Incorporation of a company or Setting up a business is not an easy task. It involves number of approvals from various regulatory authorities depending upon the type of company, compliance to various laws and regulations framed therein and much more.
We at FinScribal have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who possess extensive experience in various corporate laws who provide end to end solutions for all client’s needs, providing assistance for incorporation of different type of entities based on the proposed structure of the entity and needs of the management, procedural compliance involved and help the company make a place for itself in the booming market.
a. Legal drafting of charter documents:
Charter documents are the basic fundamental legal documents that act as constitution of the corporation. It provides a blue print, as corporation and every member of the corporation needs to abide by such documents. These documents are going to eternally be the sole paper responsible in setting ground rules that will govern how company/LLP functions, the appointment of directors/partners, procedure for meetings and the rights and restrictions that will attach to each class of the company’s share amongst various other functioning of the company.
Thus, it is important to ensure that such crucial documents of the corporation are well drafted by the competent team of professionals. We at FinScribal can help you by providing tailor made drafting of the charter documents of the corporation as per the needs of the clients.
Following are some of the crucial charter documents in case of different types of corporation to be formed:
- Memorandum of Association (MOA) and Articles of Association (AOA) in case of Public Limited Company, Private Limited Company, One person Company.
- Limited Liability Partnership agreement in case of LLP
- Partnership Deed in case of Partnership firm
b. Name approval:
Thinking of starting of a Company or an LLP is no-brainer, but to formulate one in reality is no cake work. One of the uphill battle in this is getting the approval for the name of your dream Company which you indeed expect it to be innovative and exclusive. Here, you will be content with FinScribal as we assure to provide you with the following services:
- Leading you through the pre name approval process i.e. the requirements that have to be complied with before application for name approval.
- Providing assistance in selection of name that would fall in the guidelines prescribed by the MCA.
- Assisting in getting approvals & NOC’s from various authorities namely; SEBI, FMC, Central Government etc.
- Filling of requisite forms for approval of name; providing description with respect to the fees structure for approval and registration of a name for the Company / LLP.
- Guiding through the procedure for filling of relevant documents with the ROC for reservation and registration of name within the prescribed time.
c. Compliance & Certificates:
Forming a right entity is the first and foremost important step in your business. Formation of entity requires a good deal of paper work which involves filing various e-forms with the regulatory authorities. We at FinScribal have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who assist our clients to file the requisite formation documents with the regulatory authorities timely and accurately which are as follows:
- Obtaining Director’s Identification Number (DIN) for Directors
- Seeking availability of Name of the Company – search and name approval
- Obtaining Digital signatures
- Memorandum and Articles of Association
- Support for document Notarisation, Legalisation, Attestations and Filing with Registrar of Companies.
- Follow up with regulatory authorities till receipt of certificate of Incorporation
- Support for Bank Account & Registered Office
d. Closure and Dissolution:
If the company owners or directors decide to discontinue or wind up the business, they may consider for the options of the closure. Most feasible or easiest way to close a company is striking off its name from Register of Companies. This is preferable when a company is inoperative for a certain period. Other options include a winding-up petition, however that involves more time, investment and compliance.
On approval of the strike off, the company’s name is removed from the register and thus, it is not existent in the eyes of laws. The company must fulfil all the compliance before proceeding for the strike-off application. The application is accompanied by various documents and requires assistance from the professional.
We at FinScribal, can provide end to end assistance in making due procedural compliances for closing your Company to ensure there are no loose ends. We offer complete services in connection with the following:
- Assisting in preparing the necessary board resolutions and minutes.
- Filling of the requisite forms and submitting the statutory documents such as declaration of solvency report, auditor’s report and registered valuer’s report, etc.
- Assisting in appointing a liquidator for the winding up proceedings.
- Submitting the order for winding up with the ROC within the prescribed period.
IV. Other Special Services:
a. Services to NBFC’s:
FinScribal has, in the past 35 years, been well connected with the financial sector in India. With the wide range of services, it has to offer to this sector, it has worked with some of the prominent names in the industry. In the recent past, with its highly motivated staff, the firm has been able to satisfy its clients belonging to the Non-Banking Financial Service Sector with certain exceptional achievements.
Services we offer to NBFC’s:
- Incorporation and registration of NBFCs
- Assisting is setting up the business – preparation of SOP, Credit Underwriting Mechanism etc.
- Business strategic advisory
- Product based advisory
- Legal, regulatory, accounting and taxation advisory
- Company secretarial assistance
- Structuring of financial instruments
- Drafting of business documents
- Entity due diligence
b. Registrations:
1. IPRs:
FinScribal also provide its clients with some ancillary services which interalia includes services in relation to IP registration. IP refers to Intellectual Property, and which includes patents, trademark, copyrights.
Currently, we are servicing several of clients from across India from diverse industries retailers, hoteliers, hospitals, pharmaceutical companies, technology companies, universities, research institutes, and individuals. Our team of professionals are always committed to do their utmost to justify the enormous trust that our clients have placed in us to help them to be more successful be it in India or rest of the world.
2. Patents:
Patent is a monopoly right granted to person who has invented a new and useful article or an improvement of an existing article or a new process of making an article. A patent is a statutory right for an invention granted for a limited period of time to the patentee by the Government, in exchange of full disclosure of his invention for excluding others, from making, using, selling, importing the patented product or process for producing that product for those purposes without his consent.
3. Trademark:
Trademark, is a recognizable sign, design or expression which identifies products or services of a particular source from those of others. The trademark owner can be an individual, business organization, or any legal entity. A trademark may be located on a package, a label, a voucher or on the product itself.
4. Copyrights:
Copyright, is a legal concept giving the creator of an original work exclusive rights to it, usually for a limited time, it also gives the copyright holder the right to be credited for the work, to determine who may adapt the work to other forms, who may perform the work, who may financially benefit from it, and other related rights.