Corporate Governance Advisory

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Formation of Companies
Under this head we provide the following elegant services :

• Liaison with Securities & Exchange Board of India (SEBI) :
  For various reasons a Company is required to liaison with SEBI mainly for the investment related matters. We can also represent the Company before the adjudicating office of SEBI regarding many matters, and appear before the SEBI Appellate Tribunal (SAT) against orders.


• Stock Exchanges & on going compliances of listing agreement
  We provide elegant advice to the company on various clauses of listing agreement, and also chalk out Annual Compliance Program (ACP). We extend expert counsel to the listed companies on various provisions of Substantial Acquisition of shares and takeover guidelines, and also the Insider Trading Regulations under the SEBI Act.


• Liaison with the Share Transfer Agents
  Under the SEBI Act, a Company has to appoint a Share Transfer Agent for handling the shareholders related activities. Indian Stock Exchanges now permit issue of shares by a Company only in the electronic format. Still there bulk of shares in all companies, which are yet to be converted into the electronic format. The Registrars & Share Transfer Agent (R & T) is an authorized and registered agency with the SEBI, which is empowered to handle this function for a Company. These R & T agencies work in the interest of the investors and answerable to SEBI if any thing goes wrong with respect thereto.


• Acting in advisory capacity
  Acting in expedient advisory capacity with respect to the functioning of various committees to be constituted by the Board such as Audit Committee, Remuneration Committee, Share Transfer / Investor Grievances Committee etc
  Corporate bodies in India have recently started recognizing the importance of Corporate Governance. The Government authorities such as SEBI Stock exchanges have also made it compulsory for the companies to follow rules and regulations relating to the Corporate Governance. There are many requirements relating to the disclosures on various aspects of the Company, formation of the committees etc. The following committees are required to be formed by a listed Company :
  
  • Audit Committee
  
  
  • Transfer Committee
  
  
  • Remuneration Committee
  
  
  • Investors Grievance Committee


• Advising a Listed Company on
  
  • De-listing of its shares from one or more Stock Exchanges under rules prescribed by the SEBI
  
  
  • SEBI Substantial Acquisition of Shares and Takeover Regulations 1997 (SAST)
  
  
  • SEBI (Prohibition of Insider Trading) Regulations 1992
  
  
  • Preferential Allotment of shares Regulations
  
  
  • SEBI (Issue of Sweat Equity) Regulations,2002
  
  
  • SEBI Disclosure & Investor Protection Guidelines 2000

• Counsel on various issues under the Companies Act 1956
  After the incorporation of a Company, there are many occasions during the life-time of a Company, which need assistance from a professional consultant. We provide expedient services in the following areas :
  
  
  • Shifting of the Registered Office of a Company
  
  
  • Compounding of Offences committed by a company under various section of the Companies Act 1956
  
  
  • Various applications for exemptions/condonation etc. under different sections of the Act to the Department of Company Affairs, Company Law Board
  
  
  • Representation to various Government departments
  
  
  • Increase andissue of share capital


• Counsel on preparation of various documents and liaison with Government agencies such as :
  
  
  • Registrar of Companies (ROC)
  
  
  • Office of Regional Director (RD)
  
  
  • Company Law Board (CLB
  
  
  • Department of Companies Affairs (DCA)
  
  
  • Office of Official Liquidator (OL)


• Holding / co-ordination of Board /Shareholders meetings


• Issue of Shares to NRIs, OCBs, Foreign Nationals and RBI formalities in respect thereof


• Maintaining the statutory records under the Companies Act 1956 Convening creditors meetings


• Drafting of various Board/ General Meeting Resolutions and minutes etc


• Counsel on all matters under the Companies Act 1956

• Single Window Clearance in India
  Indian policies are now directed towards the global liberalization, which necessarily means the end of Licensing regime. Therefore, the Government is now placing more and more emphasis and reliance on the certification of various returns and documents by recognized professionals. We undertake all company related certification assignments.


• Winding Up of a Company
  Sometimes a decision needs to be taken for the permanently closing the business operations of a Company. We help our client to take such decision. The following are the types of winding up options available in India.
  
  
  • Voluntary winding up
  
  
  • Creditors winding up