1-COMPANIES ACT 1956
Besides undertaking assignments of Formation and Incorporation of the Companies and routine matters of compliances & management, ‘PNA’ has its established practice and proficiency in:
• Composition of offences,
• Obtaining various approvals/ sanctions from the Registrar of Companies, Regional Directorate, Ministry of Company Affairs, Company Law Board and Courts with respect to various matters under the provisions of Companies Act, 1956.
• Corporate Restructuring through Merger, Acquisition, takeovers and Buyback.
• Comprehensive Legal & Secretarial Due Diligence.
Secretarial Audits, Compliances & Certification:
• Conducting Comprehensive Secretarial Audits of various Public & Private Companies.
• Conducting Secretarial Compliance Audit under Section 383A of the Act.
• Conducting Secretarial Audits as required by NSDL/CDSL, Capital Reconciliation Audit as provided by SEBI, Audit under Clause 47(c) of the Listing Agreement.
• Conducting Internal Audit of Depository Participants as per circular NSDL/SG/II/010/99, dated 26.03.1999.
• Conducting Pre-certifications of e forms.
• Certification of Annual Return and Corporate Governance Reports of listed Companies.
‘PNA ’ provides comprehensive legal advisory services with a closed focus on:
• Corporate and Company Law Advisory;
• Drafting, Vetting and Finalisation of Shareholders, Directors, Joint Venture, Foreign Collaboration Financial & Technical Agreements, Commercial Contracts including Service Contracts, IPR Licensing Agreement with related parties, Agreement for Sole Selling Agency etc;
• Advisory & consulting services to shareholders, entrepreneurs and business houses to defend and protect their legal and commercial rights;
• Advising on various legal and procedural documentation;
• Composition of Offences under section 621A of the Companies Act, 1956;
• Involved in different kinds of financial restructuring, corporate restructuring and amalgamations, mergers acquisitions under Indian law.
Merger / Amalgamation / Reconstruction:
• Drafting and filing of Scheme of Amalgamation, Application(s), Petition(s), Report of Chairman of the meeting, Notice(s) and various other documents related therewith.
• Assistance in convening, conducting & holding of Meetings of Shareholders and Creditors as required under Section 391 & 394 of the Companies Act, 1956 and under the supervision of Court.
• Advising on Valuation Methodologies and Strategies for arriving at Share Exchange ratio.
• Follow – up at the office of Official Liquidator, Regional Director & Registrar of Companies at various stages of Amalgamation.
Compounding of offences:
‘PNA’ has so far handled various assignments relating to Compounding offences under Section 621 A of the Companies Act, 1956;
• Drafting of Petition(s) Affidavit(s), Power of Attorneys, Memorandum of Appearances, etc. & liaison with office of the Registrar of Companies & get the Report of ROC be forwarded to Regional Director or CLB, as the case may be.
• Making appearances before Hon’ble Company Law Board or Regional Director(s).
Approvals of Regulatory Authorities:
Approval of Ministry of Corporate Affairs (MCA), Company Law Board (CLB), Regional Director and other regulatory authorities under various provisions of the Companies Act, 1956 viz.
• Approval under Section 269 relating to appointment & remuneration of Managerial Persons;
• Seeking exemption from attaching Subsidiary’s Accounts with that of Holding Company under Section 212(8);
• Shifting of registered office from one state to another under Section 17(2);
• Condonation of delay in filing of Charge under Section 141;
• Approval under Section 297 for contracts in which Directors are interested;
• Seeking exemption/extension under Section 58A;
• Obtaining approval in respect of Office or Place of Profit under section 314 of the Companies Act, 1956.
• Performing functions of the Scrutinizer as provided under Postal Ballot Regulations such as Co-ordination with Postal Authorities, RTAs and to prepare, finalise and announce the result of Postal Ballot at AGM/EGM.
Other Secretarial & Legal Areas:
• Drafting & finalization of various Share Purchase & Shareholders’ Agreement (SPSHA), Joint Venture Agreements (JVA), Deed of Adherence and other related agreements & documents necessary for carrying on purposes of the SPSHA or JVA.
• Incorporation, Change of name, alteration of object, Capital & Situation clause of various public & private Companies & conversion of public Companies into private and vice versa.
• Drafting of Agenda Papers, Notices, Directors’ Report & Minutes of Board & General Meetings.
• Preparation and maintenance of various Statutory Records & Registers under the provisions of the Companies Act, 1956.
2. Listing, IPO’s, SEBI & Other Securities Laws:
‘PNA ’ undertakes compliance for and on behalf of the client companies of various listing agreement (s) entered with the Stock Exchange(s), various Guidelines issued by the Securities and Exchange Board of India (SEBI) viz-a-viz SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, SEBI (Prohibition of Insider) Trading Regulations, 1992, SEBI (Delisting of Securities) Guidelines, 2003, SEBI (Disclosure & Investor Protection) Guidelines, 2000, etc.
• ‘PNA ’ in association with Leading Financial Analyst & Legal professionals is actively providing Initial Public Offering (“IPO,s), Right Issues, FPO’s and other securities issuance, planning, Management, consultancy & secretarial compliance assistance services and has conducted Pre & post Secretarial Due Diligence Audits and compliances for the various prestigious Houses coming with IPO(s).
• Clause 49 audit, advisory & compliances - companies which are required to comply with the requirements of the Clause 49 need to submit a quarterly compliance report to the stock exchanges as per sub clause VI(ii), of the revised clause 49, within 15 days from the end of every quarter. ‘PNA’ provides the consultancy and advisory services as to Listing Agreement Clause 49.
• ‘PNA’ through its specialized knowledge provides the audit and Compliances services under Clause 49.
3. Foreign Exchange Management Act
‘PNA’ Provides management & consultancy services in:
• Foreign Direct investments (“FDI”) compliances .
• Reserve Bank of India, SIA/ FIPB approvals.
• Assistance in filling & Filing various Forms and Returns.
• Certification of Form FC – GPR, TCR, TCK & TDS for remittances of foreign exchange and other certifications under FEMA, 1999 and various rules and regulations made there under.
• Consultancy and Compliances in FEMA, Rules and Regulations made thereunder.
• Compounding and Regularisation of Offences or Non-compliances.
After the liberalization policy, Indian market has gone through the growing number of international transactions, mergers and takeovers. Investments have been on a roll and the investments in India (FDI) from abroad and from India in the overseas markets have been rising constantly. ‘PNA ’ advise our clients on various issues relating to Foreign Exchange Management Act (FEMA),1999. Our services in this field include:
• Consultancy - On implications of various provisions of the Foreign Exchange Management Act, 1999 (FEMA) and regulation made thereunder.
• Planning - To plan the matters/transactions/projects/agreements involving FEMA
• Collaborations In/ Outside India - Requirements of FEMA and its compliances
• Investments Outside India (Overseas Investments) - Requirements of FEMA and its compliances
• Investments By Foreign Enterprises, Foreign Residents in India (FDI) - FEMA law procedures and their compliances
• Non Resident Indians (NRI)/Persons of Indian origin (PIO) – Privileges and obligations under FEMA
• FIPB (Foreign Investment Promotion Board) - Professional services in the field of obtaining FIPB approval for FDI
• External commercial Borrowings( ECB) - Law Procedures and Compliance
• Investment in Real Estate Sector through FDI and investment by NRI/ PIO in Real Estate Sector - Law procedure and compliance
• Residential status of Individuals - Law, procedure and compliance
• Reserve bank Of India - Professional services in the field of obtaining permission under various provisions of FEMA, Filing of Intimations, Statutory Forms & Returns
• Statutory Compliances – As per Requirements of FEMA and their compliance
• Taxation - Of foreign enterprises, opinion, consultancy and compliance
• International Transactions covered under FEMA - Implications of Transfer pricing law and Double Taxation Agreements(DTA)
• Professional services for obtaining Import - Export Code ( IEC ) from DGFT
4. SoftwareTechnology Park (STP)
‘PNA’ management & consultancy services in STPI referring all the legal aspects and provide single point contact services for member units which enable them to carry out operations at a pace which is in compliance with global standards. The services are in:
• Consultancy and Compliances of Pre-Registration procedure
• Consultancy and Compliances of Post-Registration procedure
• Consultancy for Statutory Compliances for STP units are listed below as reference Accounts:
o Each of such unit is required to maintain separate accounts for its operations. Separate annual balance sheet will have to be made for each such unit which would be become a part of the main balance sheet of the company. For maintaining separate accounts the following will have to be done:
o Maintenance of Separate Cash & Bank book and corresponding vouchers.
o Maintenance of sales invoices.
o Maintenance of Fixed Assets registers.
o Maintenance of Foreign Inward Remittance Certificate file (FIRC's) & Bank Realization Certificate file where the original of the FIRC's and BRCs are kept.
o Maintenance of contract file, where copies of contracts received from buyers are maintained.
o Preparation of yearly balance sheet for the unit which would ultimately become a part of the balance sheet of the company.
o Each unit is required to maintain separate bank accounts for its operations. The units is free to have as many bank accounts as it desires but shall have to designate a single branch of bank whom all export documents will be submitted. In other words the work of handling of all shipping documents and realisation of export proceeds will have to be entrusted to this designated bank branch.
• Consultancy and Compliances of Statutory Reports for STP Units
o Regarding filling monthly returns before 7th of the following month to STPI
o Regarding filling quarterly returns before 10th of the month after the close of the quarter to STPI
o Regarding filling Annual Returns to STPI in the nature of a Performance report indicating the Export Performance and CIF value of Imported Goods and Foreign Currency spent on other expenses like travel etc., - to be filed before 30th April.
o Regarding fulfilling an export obligation as per EXIM policy in force.
5. Intellectual Property Right (IPR)
Intellectual Property meant the any intangible asset that consists of human knowledge and ideas. Various types of Intellectual Property are as follows:
3. Trademark- Service & Products
4. Geographical indications
5. Industrial Design
However, this is not an exclusive list of Intellectual Property. As it includes many other forms of intellectuals which vary as per the Laws of Countries e.g. Trade Secrets, etc.
6. Labour Laws
At "PNA " we provide the compliances services as to the various Labour Laws governing the Indian Corporate world.
7. Limited Liability Partnership (LLP)
LLP has been defined as a corporate business vehicle that enables professional expertise and entrepreneurial initiative to combine and operate in flexible, innovative and efficient manner, providing benefits of limited liability while allowing its members the flexibility for organizing their internal structure as a partnership.
Thus, we at "PNA " provides the services as to the LLP since from formation to the day to day compliances of the LLP as been required under the LLP Act.