Secretarial Compliances

Secretarial Compliances

Companies Act, 2013 provides the legal framework for a company to register and function in India. Compliances, as prescribed in the Act, are comprehensive in nature with stringent provisions and penalties in case of non-compliance. Our secretarial department provides wholesome solution for all compliance related requirements of Companies Act, 2013. Our secretarial services include:

1. Annual Compliances

Compliances for a company as required by Companies Act, 2013 includes:

•  Filing of Annual Accounts (AOC-4) & Annual Return (MGT-7)
•  Filing of Cost Audit Report (CRA-4)
• Filing of Form for Appointment of Auditor (ADT-1)
•  Return of Deposits (DPT-3)
•  MSME-1 on half yearly basis
•  Conducting Board Meetings at specified intervals
•  Conducting Annual General Meetings
•  Resolution for various activities

Apart from the above compliances, there are specified provisions and restrictions with respect to acceptance of deposits, related party transactions, appointment of auditors, etc.

At Shiv & Associates, all the data regarding compliance status of the companies, resolutions passed, board meeting conducted and other relevant details are maintained in systematic manner and reviewed to ensure that all our clients are 100% complied with the requirements of the Companies Act, 2013. Through an automated tracking mechanism, we ensure that all the filing requirements of our clients are met well within time, to avoid any late fees or penalties.

2. Mergers & Acquisition (M&A)

A company is a separate legal entity from its members and has a perpetual succession. It is not uncommon for a company to change hands, acquire or be acquired by or merge its operations with another company. Section 230-232 of the Companies Act, 2013 read along with The Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 governs the process of merger, amalgamation and acquisition in India.  A company may opt for Merger & Acquisition (M&A) for reasons such as:

•  Expansion and Diversification
•  Optimum Economic Benefit
•  De-risking Strategy
•  Increase the Market capitalization
•  Increasing the efficiencies of operations
•  Tax benefits
•  Access foreign markets
•  Change in Ownership

Our M&A Advisory Team assist the companies in Merger & Acquisition process by:

•  Identifying opportunities for mergers, de-merging or restructuring of operations;
•  Due Diligence
•  Evaluating and advising on various mechanisms of mergers from secretarial, taxation, commercial and operational point of view.
•  Assisting the company in the process of merger such as obtaining approval from creditors, passing necessary resolutions, amendment in Memorandum of Association and conducting shareholders meeting
•  Filing of necessary forms
• Drafting and approval of Scheme of Arrangement

3. ESOPs and Right Issue

Employee Stock Option Plan (ESOP) is an employee benefit plan whereby an employee is given an opportunity to gain ownership of the company, by allotting them shares of the company at a price considerably less than the market price of the shares. Apart from benefiting the employees, ESOPs are meant to align the interests of the employees with that of the shareholders and thus motivating them to focus better on company performance and growth. Hence, ESOPs are preferred by companies, specially start-ups, for their dual benefit of motivating employees as well as helping them to retain talent. ESOPs in India are governed by the Companies (Share Capital and Debenture) Rules, 2014

Right Issue is an option given to the existing shareholders of the company to infuse more capital in the company. This option is given to the shareholders in proportion of their existing shareholdings as per Section 62 of the Companies Act, 2013.

Our Secretarial Team provides advisory and assistance to the companies while framing the Employee Stock Option Plan and Right Issue, ensuring compliance with all the provisions of the Companies Act, 2013 and rules thereof.

4. Due Diligence

Due diligence is an investigation, audit, or review performed to confirm the facts of a matter under consideration. Due diligence of a company is generally performed before the business sale, merger, capital infusion or debt funding. It is an extensive process undertaken by an acquiring firm in order to thoroughly and completely assess the target company’s business, assets, capabilities, and financial performance. Major types of Due Diligence are:

•  Financial Due Diligence- involving a thorough review of audited financial statements, recent unaudited financial statements, company’s projections and the basis of such projections, capital expenditure plan, schedule of inventory, debtors and creditors, fixed and variable cost analysis, profit margins, debt analysis, liquidity, cash flows etc.
•  Asset Due Diligence- reviewing the schedule of fixed assets, their location, condition, properties held, market value of assets and mortgages.
•  Human Resource Due Diligence- Analysis of total employees, their salaries, HR policies, labour disputes, employment agreements, ESOPs and other commitments made to employees.
•  Taxes Due Diligence- Review of all taxes company is required to pay, correctness of tax calculation and tax litigations.
•  Legal Due Diligence- Examination of minutes of board meetings, material contracts, loan agreements, licensing agreements, cases filed by/ against the company, etc.
•  Customer Due Diligence- Review of company’s customer base w.r.t. company’s large customers, service agreements, customer satisfaction score, churn rate, etc.

Our Due Diligence Team helps investors to make an informed decision and in valuation of the company by ensuring a thorough check on the overall function and financial performance of the company.