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OUTSOURCING
Process outsourcing of Secretarial and Legal functions of companies on regular basis, with client specific approach.

 

secretarial practice
  1. Incorporation of Companies  
  2. Incorporation of Special Object Companies
    • Section 25 Company
    • Producer Company
    • Guarantee Company
    • Mutual Benefit Company  
  3. Declaration in Form 1 that all requirements of the Companies Act, 1956 and the rules made there under have been complied with in respect of registration of a company and matters precedent and incidental thereto.
  4. Commencement of Business - Declaration in   Forms 19, 20 and   20A   of compliances for obtaining a certificate of commencement of business/ commencement of other business
  5. Alteration of Memorandum and Articles of Association of Companies
  6. Change of Name of Companies  
  7. Conversion of Companies  
  8. Striking off of Names under section 560 of the Companies Act, 1956  
  9. Filling and filing of various forms, returns etc. with ROC  
  10. Registration of Charges, Search Reports and Status Reports  
  11. Compliance Certificate under section 383A of the Companies Act, 1956 - To issue compliance certificate as to whether a company has complied with all the provisions of the Companies Act, 1956,for companies not required to employ a whole-time Secretary under sub-section (1) of section 383A and having paid-up share capital of ten lakh rupees or more [proviso to section 383A(1)].
  12. Maintenance of Statutory records and minute books under Companies Act, 1956
  13. Shifting of Registered Office from one State to other 
  14. Forfeiture of shares  
  15. Compounding of offences under section 621A  
  16. Central Government Approvals
  17. Oppression & Mismanagement
  18. Buy back of Securities
  19. Merger & Amalgamation of Companies.
  20. Petition & Applications to Company Law Board & Regional Director
setting up business
From the stage of Name availability till obtaining the Certificate of Incorporation/Certificate for Commencement of Business, Registration with Sales Tax, PAN, TAN, IE Code, STPI registration for new enterprises.
SEBI LAWS & PUBLIC ISSUE
  1. Legal / Secretarial due diligence process in relation to IPO’s
  2. Listing of Securities at BSE / NSE
  3. Preferential Issues / Private Placements
  4. Right Issues
  5. Procedural formalities in relation to issuance of ESOP
  6. Compliances under Listing Agreements
  7. Compliances under Corporate Governance
  8. Secretarial Audit
  9. Takeover Code & Open Offers
  10. Insider Trading Compliances
  11. Delisting of Securities
  12. Buy back of Securities by a Listed Entity
  13. Internal Audit of Portfolio Managers (SEBI Circular IMD/PMS/CIR/1/21727/03)
STOCK EXCHANGES / DEPOSITARIES
  1. Certificate of Net worth to be submitted to Bombay Stock Exchange Limited by all active members including representative members of Cash segment, Limited Trading members & Trading and/or Clearing members of the Derivatives segment of the Bombay Stock Exchange. 
  2. Certificate to National Stock Exchange Limited on;
    1. Details of directors/proprietor in format C-3 as per Annexure 4.3 of Annual Return submitted by Trading Member to the Stock Exchange.
    2. Details of shareholding pattern/sharing pattern of corporates in format C-6 as per Annexure 4.4(a) of Annual Return submitted by Trading Member to the Stock Exchange.
    3. Details of shareholding pattern/sharing pattern of firms in format C-6 as per Annexure 4.4(b) of Annual Return submitted by Trading Member to the Stock Exchange.
    4. Details of Dominant group of corporates in format C-7 as per Annexure 4.5(a) of Annual Return submitted by Trading Member to the Stock Exchange.
    5. Details of Dominant group of firms in format C-7 as per Annexure 4.5(b) of Annual Return submitted by Trading Member to the Stock Exchange.
    6. Undertaking from Relative of Persons constituting Dominant Promoter Group in format C–8 as per Annexure 4.6(a) of Annual Return submitted by Trading Member to the Stock Exchange.
    7. Undertaking from Corporates supporting Dominant Promoter Group in format C–8 as per Annexure 4.6(b) of Annual Return submitted by Trading Member to the Stock Exchange.
  3. Inspection of books of accounts and other documents of members of stock   exchange   of The Ahmedabad Share and Stock Brokers Association, Ahmedabad & Uttar    Pradesh    Stock Exchange Association Ltd., Kanpur.   
  4. Certification to the effect that RTA and/or    In-house Share   transfer facility of  Listed  Companies have issued   all   certificates   within   one month of the lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of   calls/ allotment monies, to The Stock Exchange, Mumbai, Pune Stock Exchange, The Calcutta Stock   Exchange, Uttar Pradesh Stock Exchange Association Limited (Kanpur).  
  5. Verification and authentication of the declarations of the Managing Director of a Company to the Stock Exchange, Ahmedabad     when listed securities are forfeited or delisted voluntarily.
  6. Conduct of Internal Audit of operations of the Depository Participants, at intervals of not more than three months and furnish a copy of the internal audit report to National Securities Depositories Limited (NSDL).
  7. Concurrent Audit in case of Demat Account opening, Control and Verification of Delivery Instruction Slips.
  8. Conduct   of    Internal     Audit of operations of the Depository Participants   at   such    intervals as may be specified by CDS from time to time and furnish a copy of the internal audit report to Central Depository Services (India) Limited (CDS).
CORPORATE RESTURCTURING
  1. Amalgamation / Merger / De - Merger
  2. Arrangement in relation to corporate restructuring
  3. Reduction of Share Capital
  4. Liquidation / Winding-up of Companies
Certifications
  1. To certify that requirements of Schedule XIII have been complied with as regards statutory guidelines for appointment of managerial personnel and payment of managerial remuneration to them without the approval of the Central Government
  2. Pre-certification of e-forms:
    Form No.2
    Form No.3
    Form No.5
    Form No.10
    Form No.17
    Form No.18
    Form No.23
    Form No.24AB
    Form No.25C
    Form No.32
  3. Declaration:
    Form No.1
    Form No.19
    Form No.20
    Form No.20A
    Form No.61
  4. Pre-certification of e-form of application for approval for declaration of dividend out of reserves under Companies (Declaration of Dividend out of Reserves) Amendment Rules, 2006.
  5. Pre-certification of e-form – Form 1 relating to statement of amounts credited to Investor Education and Protection Fund under Investor Education and Protection Fund (Awareness and Protection of Investors) (Amendment) Rules, 2006.
  6. To certify form DIN-3 (Form for sending of Director Identification Number intimation by the company to the Registrar) under Companies (Director Identification Number) Rules, 2006.
  7. Declaration to the effect that the Memorandum and Articles of Association of Section 25 companies have been drawn up in conformity with the provisions of the Companies Act and that all requirements of the Act and the Rules made there under have been duly complied with in respect of the registration or matters incidental or supplementary thereto under The Companies Regulations, 1956.
  8. Certificate of compliance on extinguishment and physical destruction of the bought back share certificates in case of Private Limited Company and Unlisted Public Limited Company, within seven days from the date of acceptance of shares.
  9. Certify that the issue of shares/ warrants/fully convertible debentures/ partly convertible debentures or other financial instruments with conversion option are made in accordance with Unlisted Public Companies (Preferential Allotment) Rules, 2003.
  10. Certificate from Practising Company Secretary/ auditors of the company that sweat equity shares have been allotted in accordance with the resolution of the company in the general meeting and the Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, which shall be placed before the shareholders in general meeting by the Board of Directors.
  11. Certificate on compliance with all the requirements relating to registration fees, share capital, deposits and other requirements of the Insurance Regulatory and Development Authority Act, 1999 - IRDA (Registration of Indian Insurance Companies) Regulations, 2000.
  12. Certificate for exchange control purposes. All certificates, which a Practising Chartered Accountant can issue as documentary evidence in support of certain applications, may also be issued by a Company Secretary in Whole-time Practice - Foreign Exchange Management Act, 1999 (FEMA) RBI clarification vide letter dated April 19, 2001.
  13. Certificate of compliance of conditions of corporate governance as per Clause 49 of the Listing Agreement.
  14. To issue certificate regarding maintenance of adequate security cover in respect of listed debentures by either a Practising Company Secretary or a Practising Chartered Accountant, every quarter. - Model Listing Agreement for Listing of Debt Securities.
  15. As per SEBI (Disclosure and Investor Protection) Guidelines, 2000
    1. Certificate to listed companies to the effect that all refund orders/certificates to allottees of the previous issues were dispatched within prescribed time and manner and securities were listed on the stock exchanges as specified in the offer document.
    2. Certificate to the effect that provisions of SEBI Guidelines, 2000 relating to Bonus Shares have been complied with.
    3. Certificate duly signed by itself and duly countersigned by its statutory auditor or by a company secretary in practice to the effect that the terms and conditions for issue of Bonus shares as laid down in the Guidelines have been complied with to Issuer Designated Financial Institutions.
  16. Quarterly certificate with regard to reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, details of changes in share capital during the quarter, and in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital as per SEBI (Depositories Participants) Regulations, 1996.
Financial institutions
  1. Certification with regard to the following;
    1. Necessary powers of a company and its directors to enter into an agreement.
    2. Borrowing limits of a company under section 293(1)(d) of the Companies Act, 1956, including details of share capital, authorised, issued, subscribed and paid-up, and the actual borrowing.
    3. List of Members of a company.
    4. Copies of resolutions passed at company meetings to be furnished to financial institutions.
  2. Certification of documents relating to charges - Industrial Development Bank of India
  3. Secretarial Audit, once a year, of the companies assisted by Gujarat Industrial Investment Corporation Ltd., Ahmedabad, including the joint/associate sector companies of the corporation.
Banks
  1. Status/Search Reports for banks - Indian Banks Association.
  2. Certification of documents relating to charges.
services for listed companies
  1. Certification of Annual Return.
  2. Postal Ballot Assignments.
  3. AGM Proceedings and related issues.
  4. Matters concerning Managerial Remuneration under Schedule XIII.
Other corporate services
  1. Drafting of Contracts / Agreements / MOU.
  2. Certification under FEMA and RBI Rules.
  3. Registration of Companies as STPI Unit.
  4. Registration of Software Technology Park under STPI / Bonded Warehousing Licensing.
Representation before authorities
  1. Ministry of Company Affairs (MCA)
  2. Registrar of Companies (ROC)
  3. Reserve Bank of India (RBI)
  4. Company Law Boards (CLB)
  5. Securities & Exchange Board of India (SEBI)
  6. Stock Exchanges (NSE / BSE / RSEs)
  7. Regional Director (RD)
  8. Official Liquidator (OL)
  9. Software Technology Park of India (STPI)
  10. Securities Appellate Tribunal under the Securities and Exchange Board of India Act, 1992.
  11. Customs, Excise and Service Tax Appellate Tribunal and other authorities