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How can you measure the effectiveness of your board?

The board plays a key role in continually assessing the health of the organisation, and in suggesting remedial actions where performance falls short of expectations.

But how often do review their own performance? Are the directors leading the business subject, collectively, to the same level ..

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NBFC Compliances

In India, the term “non-banking financial companies” acquires a new meaning, and a huge significance. The meaning of the term is such entities which are not banks, and yet carry lending activities almost at par with banks. They may also accept deposits – however, these deposits are term deposits and not call deposits.

The significance of non-banking financial companies in India lies in the massive capabilities of NBFC’s – short of acceptance of call deposits and remittance function, NBFC’s can virtually do everything that a bank can. Compared to this disability, the ease of entry and lightness of regulation applicable to NBFC’s makes it a tremendous focus of interest, particularly for foreign investors wanting to enter India’s financial sector.

Compliance’s related to NBFC’s

Asset & Liability Management Advisory

Utmost vigilance should be taken on the management of  Assets and Liabilities of a Company, we need for strengthening regulatory vigil on the sector in general and on asset liability management (ALM) framework.

Our team will ensure that your NBFC gets the right advise for mobilisation of its resources and balancing on the assets and liabilities.

Business strategic advisory

Restructuring the business if done perfectly can be profitable or else make the company lose huge profits. Our qualified team have years of experience in restructuring various business verticals. We will ensure that you get the right strategic advice at the right time for your business operations.

Ensure Compliance

NBFC have to follow certain guidelines and directions issued by the relevant Regulatory Authority from time to time. These compliance can be in the form of Filing of Returns, Submission of any documents, Fulfilling criteria for Deposits, etc.

Legal, regulatory, accounting and taxation advisory

Once the business is set up, various legal, regulatory, accounting and taxation regulations need to be followed. With the progressive changes and updates in the existing laws, monitoring the same and smooth functioning of business operations might become difficult.

Our skilled team can provide you regular assistance and advisory services on such regulations and ensure that the records and business operations of your company is current and up-to-date.

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Listing Compliance

Your company must abide by all the listing compliances as per the SEBI (LODR) Regulations, 2019. Our team help you to comply with all the compliances, so that you can run your business smoothly & hassle free.

These regulations pave a way for aligning with some of the best practices followed globally and bring in a focus on corporate governance by way of better structure, more rigorous checks and balances and greater independence of all key gate-keepers including boards and auditors.

The non-compliance of the same can get the respective stock exchange levy penalty on the Company on per day basis.

Useful links related to listing Compliances

BSE listing Compliances

NSE listing Compliances

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Secretarial and Company law matters

Incorporation of a company.

Takeover of Companies.

Conversion of Company into LLP.

Managerial Appointments and Remuneration.

Corporate Social Responsibility spending and disclosures.

Compliance relating to the meetings of Board of Directors, Shareholders, Creditors etc.

Filing of Annual returns with the Ministry of Corporate Affairs and related legal documentation.

Maintenance of Minutes books, Statutory registers and other support services.

Changing/alteration in the name of company. Changing the Authorized Capital and paid up capital.

Issue / allotment of shares, Right Issue, preferential Issue of Shares and related compliances.

Transfer of Shares from and between Indians, NRIs and foreign persons.

Change of registered office within the same city, from one city to another and one state to another.

Alteration of main object of the company.

Appointment & Resignation of Directors.

Appointment of directors and their remuneration.

Inter corporate investments and loans.

Advising on creation, satisfaction and registration of charges.

Drafting of Director’s Report, Corporate Governance Report, Annual Report.

Matters related to Investor Grievances.

Payment of dividend and related compliances.

Change of management, take-over of management and related due diligence services.

Winding-up of companies / Striking off of the companies.

Director Identification Number (DIN) Compliance process as per DIN Rules 2006.

Secretarial Compliance Audit.

Company and Secretarial law issues relating to holding of meetings, maintenance / filing of records, returns, corporate governance, ESOP, Buy Back of securities,Take-over regulations and Insider Regulations.

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Formation of LLPs

Limited Liability Partnership (LLP) is a new form of organization introduced in India through the enactment of Limited Liability Partnership Act, 2008. Partnerships can now be incorporated as a limited liability partnership (LLP) and by doing so they can remove the unlimited liability of individual partners.

Coupled with the new provisions relating to presumptive taxation of small businesses with a turnover of up to Rs 40 lakh, the concept of LLPs is likely to take off well with the small-scale and the services sector.

These features make LLPs a preferred choice of entity for small and medium sized businesses that would like to limit their liability while getting the flexibility to do business in an unhindered manner.

We provide all the services pertaining to LLPs, namely

Incorporating limited liability firms.

Drafting and vetting of LLP Agreements.

Conversion of company or partnership firm into limited liability partnership firms or vice-versa.

Filling of returns, statement of account or obtaining of Designated Partner Identification Number (DPIN) etc.

Income tax or other related matters for Limited liability firms.

Steps for LLP Formtion

Step 1 : Application for DIN or DPIN :- All designated partners of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)”. You need to file e-Form DIR-3 in order to obtain DIN or DPIN.

Step 2 : Acquire/ Register DSC :- Acquire DSC -A licensed Certifying Authority (CA) issues the digital signature. Register DSC – Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with LLP application.

Step 3 : New User Registration :- To file an e-Form or to avail any paid service on LLP portal; you are first required to register yourself as a user in the relevant user category, such as registered and business user.

Step 4 : Incorporate a LLP :- Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. To know more about e-Filing process click “All About e-Filing”

Step 5 : File LLP Agreement :- After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP. The user has to file the information in Form 3 ( Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein).

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Formation of Companies

We offer Incorporation / Formation Services for different types of entities including companies, partnership firms, Limited Liability Partnerships (LLP) etc.. We provide various major legal and secretarial services at the pre and post incorporation stage.

Our Incorporation Service Include

1. Obtaining Director’s Identification Number (DIN) for Directors

2. Seeking availability of Name of the Company – search and name approval

3. Obtaining Digital signatures

4. Drafting of Memorandum and Articles of Association

5. Support for document Notarisation, Legalisation, Attestations and Filing with Registrar of Companies.

6. Follow up with regulatory authorities till receipt of certificate of Incorporation

7. Support for Bank Account & Registered Office

8. FDI related compliance

Advantages of Incorporation of a Company

Corporate Personality :- An incorporated company is a legally recognised entity that exists separately from its owners and shareholders, which is different from partnership companies.

Limited Liability :- The Companies Act provides that in event of a company being shut down, the members of the company are solely liable to contribute to the assets and liabilities of the company. However after incorporation none of its members is legally bound to contribute to anything more than the nominal value of shares held by the member which still remain unpaid.

Perpetual Succession :- Company’s existence does depend upon existence of its members and hence enjoys a perpetual succession.

CORPORATE TAX ADVANTAGE :- As the companies are taxed separately from their owners, and the corporate tax rate is generally lower than the individual tax rate, incorporation may offer some fiscal advantages.

BRAND BUILDING :- Branding consists of the name, symbol, term, sign, design or any combination of these that identify the goods and services of the company. It differentiates the Company form of organisation from others. Branding is the visual voice of the company.

Capacity to Sue :- As a separate legal entity, an incorporated company has the right to sue other people in addition to companies. In turn, it can be sued by other companies and people. However, the managing directors and other directors are not liable to be sued in the name of the company.

And much more…

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Conversion of company

We understand your business requirements, & that’s the reason we offer you the most beneficial company conversion as per your business suitability.

We can advise you the best form of business entity, which will be most effective in the long run and will facilitate in taking care of all the necessary formalities pertaining to the same. A change like this can help you to expand your business, protect your assets, limit your liabilities, allow you to enjoy corporate tax incentives, attract investors and recruit high quality talent.

Benefits of Conversion

Goodwill: The goodwill of the Partnership firm is kept intact and continues to enjoy the same success story with the benefit of better legal recognition.

Transfer of assets and liabilities: All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the company.

Capital Gain Tax: No Capital Gains tax shall be charged on transfer of property from firm to Company. (upon fulfillment of certain conditions)

Stamp Duty: No instrument of transfer is required to be executed (since all the property of the firm will vest in the company) and hence no stamp duty is required to be paid.

And much more…

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Secretarial Audit & Compliance audits

Secretarial Audit is an effective mechanism to make sure of the compliance with the legal and procedural requirements. We provide both Secretarial Audit & Compliance audits services to ensure that your business runs in a very smoothly & lawful manner.

Secretarial Audit & Compliance audits

Objectives of Secretarial Audit

The objectives of Secretarial Audit are mentioned below as follows:-

To verify & report on compliances of applicable laws and Secretarial Standards;

To point out non-compliances and inadequate compliances;

To protect the interest of various stakeholders i.e. the customers, employees, society etc;

To avoid any unwarranted legal actions/penalties by law enforcing agencies and other persons as well.

Compliance audit promotes transparency by providing reliable reports as to whether funds have been administered, management exercised and citizens’ rights to due process honoured as required by the applicable authorities.

It promotes good governance both by identifying weaknesses and deviations from laws and regulations and by assessing propriety where there are insufficient or inadequate laws and regulations.

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Due Diligence services

Due diligence is the investigation or exercise of care that a reasonable business or person is expected to take before entering into an agreement or contract with another party or an act with a certain standard of care. It can be a legal obligation, but the term will more commonly apply to voluntary investigations.

Our Due Diligence Services

To assist in obtaining necessary permissions from the requisite authorities.

Identifying issues relating to structuring and documentation.

Identifying legal and contractual impediments.

Examination of issues and key areas that need to be addressed in the business plan and determining the impact of the same on the proposed transaction.

To assist in preparation of various agreements like License Agreement, Subscription Agreement, Joint Venture Agreement, Supply Agreement, Service Agreement and such other documents.

To assess the nature and extent of the risks and highlight them and to obtain all material information in relation to the issuer for making disclosures in an offer document or subscription agreement, to enable investors to make an informed decision and to meet regulatory requirements.

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NBFC & RBI related matters

n terms of Section 45-IA of the RBI Act, 1934, it is mandatory that every NBFC should be registered with RBI to commence or carry on any business of non-banking financial institution as defined in clause (a) of Section 45 I of the RBI Act, 1934.

NBFC Related Matters

Registration of NBFCs

Acceptance of Public Deposits

Disclosure requirements

Capital Adequacy

Submission of Half-yearly returns

NBFCs (Non Banking Financial Companies) compliances under RBI regulations

FDI in NBFCs

RBI Related Matters

Making applications to Reserve Bank of India for purchase/sale of shares, debentures & securities and directly to and from Residents in India and outside India.

Making application to Reserve Bank of India for purchase/sale of residential and commercial property including renting out of property.

Any specific advice required in relation to FEMA/RBI matters

Permission for opening Liaison office

Permission for opening Branch office

Setting up Partnership / Partnership by NRI’S or persons of Indian origin.

Other Advisory Services on FEMA etc.

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Stock Exchange & SEBI related Compliance

Assistance in Listing of Securities – Equity or Debt Instrument,

Monthly submission of details of dematerialization of securities,

Co-ordination and submission of the quarterly certificate relating to Secretarial Audit relating to dematerialization.

Co-ordination and Submission of Certificate relating to transfer-cum-demat of shares as required under NSDL / CDSL Bye laws,

Submission of quarterly shareholding pattern,

Presentation and publication of quarterly results,

Submission of Distribution Schedule,

Submission of information under Regulation 8 of the SEBI (Substantial Acquisition of Shares & Transfers) Regulations,

Co-ordination and submission of half yearly certificate as required under Clause 47 of the Listing Agreement,

Managing the formalities related to Book Closure,

Payment of Annual Listing fees,

Preparation of Annual Report incorporating the necessary requirements of Clause 49 of Corporate Governance,

Certificate relating to the quarterly Secretarial Audit for reconciliation as required under notification issued by SEBI,

Certificate as required for transfer-cum-demat of Shares as required under the NSDL / CDSL Bye laws,

Certificate as required for completion of the transfers as required under Clause 47 of the Listing Agreement,

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Secretarial Services

Yearly Return Certification

Support and help for planning of Secretarial and Statutory/Non-legal records including Statutory Registers Due Diligence

Taking care of exclusion applications for organizations, envious of acquiring exception from the application from the appropriateness of the Takeover Regulations

Petitions with Company Law Board/Regional Director/The National Company Law Tribunal under different arrangements of Companies Act.

Tasks like getting Central Government/Regional Directors Approval, SEBI Approval, ROC Approval, composed Legal assessment and so forth

Recording of Annual Return/Forms (counting XBRL)

Return of Increase in the Authorized Share Capital

Support of Statutory Register and Minutes Books of Board and General Meeting

Outer Commercial Borrowings (ECB), Overseas Direct Investment (ODI)

Drafting of different Agreements and deeds like Gift Deeds

Planning of notification, plan, minutes and goals for Board Meetings, Committees thereof, General Meetings and reports thereof

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Company Secretary

Professional company Secretary House for companies with complete solution of your compliances at one place for Corporate. Team of experts Company Secretary execute all regular and event based compliances with in-depth knowledge. Company Secretary Firm handling Corporate Law, Secretarial matters, Secretarial compliances & Audits, Corporate Planning and Re-structuring, Stock Exchange matters compliances and other Corporate Law matters.