Corporate Law Advisory & Legal Compliance Management

Corporate Law Compliance is the process in which company guarantees that is adhering to all applicable laws and regulations. Non-adherence to law or regulations will face criminal charges, which no business would want to risk. By keeping track of the various compliance requirements and ensuring that each one is met, your business can avoid the risks of penalties, fines, or lawsuits. The basic purpose of corporate compliance management are to prevent violations of the law and train employees on regulations relevant to their jobs. These programs also serve the purpose of implementing compliance procedures and monitoring for violations of said procedures.

We provide Corporate Law Advisory & Legal Compliance Management services as per the requirement of our client’s organization structure which inter-alia includes-

  • To establish a compliance management system.
  • To do regular monitoring and mapping of compliances.
  • To provide regular advise to the Board on Board Room Process.
  • To hold various Board’s Committee Meetings and Shareholders General Meetings.
  • To provide investor relations & stakeholders services.
  • To maintain and update the statutory records including minutes of the meeting.
  • To do statutory filing of documents, returns, e-forms with all supporting papers with Ministry of Corporate Affairs, Stock Exchange, SEBI, RBI and other regulatory departments.
  • To ensure & protect the interest of the Corporate, its promoters & management by adopting zero tolerance policy on non-compliances.

SECURITIES LAW ADVISORY

Listed securities in India are primarily governed by three statutes: the Securities and Exchange Board of India Act 1992 (the SEBI Act); the Securities Contract (Regulation) Act 1956 (SCRA); and the Depositories Act 1996 (the Depositories Act), each as amended. In India, Securities Laws are governed and regulated by the Securities Exchange Board of India (SEBI). SEBI Law and Regulations made there under gives confidence to the investors in Indian Capital Market as they get accurate, consistent and transparent information on corporate action and announcements.

In a listed entity the compliance of securities laws require a close monitoring, mapping and updation on securities laws on daily basis on the part of the compliance officer of the company to ensure timely compliance and to avoid heavy penalties and fines as prescribed in the statues.

We provide Securities Law Advisory services to the listed entities which inter-alia includes-

  • To make an annual compliance calendar (as amended) depending on the requirement of client’s business and corporate actions.
  • To monitor and mapping of various SEBI regulations to ensure strict compliances of securities laws.
  • To draft, finalize and report corporate action announcement, financial results, shareholding structure, capital reconciliation audit report and other statutory filing with Stock Exchange(s) and SEBI.
  • To examine the facts of the case and prepare the representation and reply before the regulatory authorities.
  • To do co-ordination and liaison with market intermediatories such as RTA and Depositories etc to ensure timely reporting and data verification.
  • To provide complete advisory, planning and execution of –
    • Buy Back of Securities,
    • De-listing of Securities,
    • ESOP,
    • Issue of Securities,
    • Take Over of Company- Change in Management Control
    • Open Offer to existing members.
    • Dematerization of Securities

INSOLVENCY RESOLUATION AND LIQUIDATION ADVISORY

Insolvency is the state of being unable to pay the money owed, by a person or company, on time. In India, Corporate Insolvency is governed and regulated under the Insolvency and Bankruptcy Code, 2016 (IBC) and Regulations made thereunder (as amended). Insolvency and Bankruptcy Board of India (IBBI) is the regulatory authority to regulate and manage the statues from time to time.

Corporate Insolvency Resolution Process (CIRP) and Liquidation Process under IBC is a time bound with strict regulatory compliances process for Insolvency Resolution Professional (IRP). In order to manage the process efficiently and timely, we provide support services which inter-alia includes-

  • To assist in holding meeting of Committee of Creditors.
  • To assist in maintaining the records including minutes of the meetings.
  • To assist in evaluation of related party transactions / status under section 29A.
  • To assist in creditor’s claims verification and finalization.
  • To do drafting of resolution plan as per the latest legal, technical and practical aspects of IBC.
  • To provide support in managing the secretarial functions of the corporate with due compliances from time to time.
  • To provide support in managing the IBC compliances including drafting, filing and reporting to the regulatory authorities from time to time.
  • To provide support in managing the operations and affairs of the corporate as a going concern during the CIRP.
  • To provide support in implementation of approved resolution plan by Hon’ble NCLT.
  • To assist liquidator in managing the liquidation process including claim verification, liquidation.
  • To facilitate the liquidator in managing the liquidation / sale of assets in liquidation process.
  • To provide all professional services as may be required by IRP / Liquidator during the process of CIRP or Liquidation under the legal framework of IBC.

RISK, DUE DILIGENCE & VALUATION ADVISORY

Due diligence is a process or effort to collect and analyze information before making a decision or conducting a transaction so a party is not held legally liable for any loss or damage. The term applies to many situations but most notably to business transactions. Due diligence falls into three main categories: legal due diligence. financial due diligence & commercial due diligence. The results of the due diligence would be fed back into the relevant risk assessment.

We provide risk, due diligence and valuation advisory services to our client particularly in the matter of –

  • Merger & Acquisition deal
  • Change in Management Control- Take over
  • Equity, Financial Securities, Plant & Machinery & Assets valuation
  • Commercial transaction deal
  • Sale, Purchase or transfer of title of properties including Equity / Debenture.

INDIA ENTRY SERVICES & BUSINESS SET UP ADVISORY

India has been the preferred destination for overseas investors and continues to attract foreign investment across sectors for a variety of reasons. Numerous economic and administrative measures, cheap labor costs, and simplified foreign investment procedures have certainly paved the way for foreign multinationals to take an informed decision for their business growth. A business requires a proper India Entry Service Strategy and knows proper channels of India entry before it can invest in India.

Any investment by a non-resident individual or business is subject to the eligibility conditions and restrictions in the applicable foreign direct investment policy. While general permissions have been accorded to many sectors subject to the participation norms under the Automatic Route, investment after going through the government approval is also allowed, subject to certain restrictions, in other cases. There are several routes foreign multinationals can choose to invest in India. Our team of professionals has rich experience in setting up a business in India for foreign investors and multinational groups. We invest considerable time in understanding the business operations, needs, and goals of any business enterprise, and based on this offer structured solutions. Business Structure in India can be set by the foreign multinational by any one way of setting up either liaison office, branch office, project office , wholly owned subsidiary of foreign company , Joint Venture Company or LLP etc.

We provide ONE STOP SOLUTION for complete set up of business entity in India which inter-alia includes the following area of advisory-

  • Incorporation of legal entity such as company /LLP in India.
  • Regulatory Approvals including foreign investment.
  • Taxation- Direct tax & Indirect tax
  • Business Licenses
  • Labour Laws
  • Manpower selection and recruitment
  • Protection of Intellectual Property
  • Listing Requirement
  • Legal Compliances Management & Due Diligence support
  • Transaction Advisory for acquisition of existing business
  • Legal support services.

REGULATORY APPROVAL SERVICES

Regulatory approvals mean any clearances, authorizations, registrations, certifications, licenses and permits granted by any regulatory authority. We ensure full compliance with regulatory reporting requirements with our tailored services. We understand the requirement of regulatory approval and process based on nature of industry, legal requirement and regulators involved in the approval process. We provide the regulatory approval services to our clients which inter-alia includes-

  • Understand regulatory approval requirement based on legal and industry specific facts.
  • Check out the action term sheet with time line.
  • Drafting of application / forms, documents support with justification seeking approval from regulator.
  • Appearance and representation before the regulatory authority.
  • Obtaining regulatory approvals and comply with post approval conditions, if any.

CORPORATE LITIGATION AND REPRESENTATION SERVICES

Corporate Litigation is a legal proceeding that deals with business and manages business disputes and approvals. Corporate litigation may include the representation before the Hon’ble NCLT / High Court in the matters of Corporate Insolvency Resolution Process (CIRP), Liquidation, Merger & Demerger, Oppression & Mismanagement, Compounding of offences and other corporate law matters as the case may be.
Our professional team which includes associates advocates appears and represents the corporate before the Hon’ble District Courts, NCLT, NCLAT, High Courts etc.