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Secretarial Services Provided by Company Secretaries A. Company Laws and Securities Related Laws I. Basic Services Incorporation of New Company in India / Overseas Joint Venture in India or Outside India and related policies of Govt. of India Liaison and co-ordination with the Registrar and Share Transfer Agents, Stock Exchange(s), Depositories and the Securities and Exchange Board of India Merger / Amalgamation / Demerger Secretarial Compliance Audit Company Law issues relating to – holding of meetings, maintenance / filing of records / returns, Corporate Governance, ESOP, Buy back, Takeover, Insider Trading etc. Drafting of Director’s Report, Corporate Governance Report, Annual Report presentation Periodical advisory and / or retainer basis for Private Company / Closely held Company / Listed Company / Joint Venture Company / Section 25 Company for Company law related matters Matters related to Investor Grievances II.Statutory Certification Statutory Declaration in Form 1 for Incorporation of new company in India Verification of declaration in Form 19, 20 and 20A for compliances to commencement of business / es Signing of Annual Return of Private / Public / Listed companies Certify compliance of requirement under Schedule XIII Certify all documents to be filed with Registrar of Companies to take on record within 10 days Issue of Compliance Certificate as to whether the company has complied with all the provisions of Companies Act, 1956 for all types of companies including u/s. 383A Declaration for registration of Memorandum and Articles of Section 25 companies Certify extinguishments and physical destruction of share certificates bought back by company Certify From 1 and 2 under Investor Education and Protection Fund Rules Certify allotment as approved by Stock Exchange Certify issue of certificates within one month of lodgement III. Procedural Compliance relating to Securities laws i.e. Stock Exchange / SEBI requirements Liaison and co-ordinate with the Registrar and Share Transfer Agents, stock exchange, Depositories and the Securities and Exchange Board of India including the following: Listing of Securities – Equity or Debt Instrument Monthly submission of details of dematerialisation of securities Co-ordination and submission of the quarterly certificate relating to Secretarial Audit relating to dematerialisation Co-ordination and Submission of Certificate relating to transfer-cum-demat of shares as required under NSDL / CDSL Bye laws Submission of quarterly shareholding pattern Presentation and publication of quarterly results Submission of Distribution Schedule Submission of information under Regulation 8 of the SEBI (Substantial Acquisition of Shares & Transfers) Regulations Co-ordination and submission of half yearly certificate as required under Clause 47 of the Listing Agreement Managing the formalities related to Book Closure Payment of Annual Listing fees Preparation of Annual Report incorporating the necessary requirements of Clause 49 of Corporate Governance Certificate relating to the quarterly Secretarial Audit for reconciliation as required under notification issued by SEBI Certificate as required for transfer-cum-demat of Shares as required under the NSDL / CDSL Bye laws Certificate as required for completion of the transfers as required under Clause 47 of the Listing Agreement IV. Preparation of the Status and Search Report from Registrar of Companies for Banks / Financial Institutions V. Services for specific assignments like obtaining Central Government Approval, SEBI Approval, ROC Approval, Written opinion, Certification etc. VI. Advisory & co-ordination on Forms /Return and Registers Return of Allotment (intimation of issue of Shares) Return of Change of Directorship Yearly Annual Return Intimation to R.O.C. of any Special Resolution passed by the company Return of Increase in the Authorized Share Capital Return for registration of creation / modification / satisfaction of Charges on the Assets of the company Return of intimation of having beneficial interest in the shares not held in the company’s name Return of appointment of Managing Director / Whole time Director / Manager etc. Register of Members u/s 150 Register of Directors, Manager, Managing Director and Secretary u/s 303 Register of Directors’ Shareholdings u/s 307 Register of Charges u/s 143 Register of Investments not held in Company’s name u/s 49 Register of Contracts and Arrangements in which the Directors are interested u/s 301 Register of Applications and Allotments Register of Transfers Register of Attendance of Board and General Meetings Minutes Books of Board and General Meetings etc. B. Foreign Direct Investment–Inbound and Outbound Advisory on followings based on Govt. of India Policy on Foreign Exchange, Foreign Exchange Management Act (FEMA), Import & Export Policies (EXIM), Notifications, Circulars, Guidelines issued by Reserve Bank of India from time to time Advisory on Entry strategies into India Establishment of Wholly Owned Subsidiary in India Establishment of Branch, Liaison Office, Representative Office in India Drafting of Shareholders Agreement for Joint Ventures Drafting of Articles of Association for JV Companies Drafting of Technology Transfer Agreement Formation of Company outside India Advisory on making application to Govt. of India (FIPB or concerned Ministries) or Regulatory Authorities (RBI) for Projects, Company Formation, Technology Transfers Remuneration to Foreign Technicians & Foreign Directors Royalty related matters C. Intellectual Property Rights We are a registered Trademark Agent in India Search Reports Strategy for Registration Clearance of oppositions Registrations Assignment related Royalty Agreements Licensing Agreements Enforcement of IPR Opposition to conflicting marks, passing-off, infringements etc. Action against spurious goods manufacturers/marketers Watch on journals Civil and/or criminal action including Order u/s. 156(3), Stay Order from High Court etc. Documentation including assignment, sell-off of IPR etc. D. Legal Compliance Audit Periodical Audit to verify, check and confirm compliance by corporate on statutory laws including bare acts, rules, guidelines, circulars, notifications and any amendments, if any,: a. Company Laws b. Securities Laws c. Commercial laws d. Environmental Laws e. Banking Laws f. Labour Laws g. Fiscal Laws – Direct and Indirect Taxes h. Property Laws i. Insurance Laws j. IPR Laws k. Constitutional laws l. Consumer Laws m. Civil Laws n. Information Technology Laws o. Arbitration Laws Detail Coverage of Compliance Audit 1. The Companies Act, 1956 2. The Competition Act, 2002 3. Sick Industrial Companies (Special Provisions) Act, 1986 4. SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 5. SEBI (ESOP) Guidelines, 1999 6. Securities Contact (Regulations) Act, 1956 7. Listing Agreement with Stock exchange/(s) 8. Indian Contract Act, 1872 9. Sale of Goods Act, 1930 10. Negotiable Instrument Act, 1881 11. Recoveries of Debts Due to Banks and Financial Institutions Act, 1993 12. Depositories Act 1996 13. Takeover Code 14. Manufacturing and Other Companies (Auditors Rport) Order, 1988 15. Consumer Protection Act, 1986 16. Essential Commodities Act, 1955 17. Fatal Accidents Act, 1855 18. Environment Protection Act, 1986 19. Foreign Exchange Management Act, 1999 20. Foreign Contribution (Regulation Act), 1976 21. Water (Prevention and Control of Pollution ) Act, 1974 22. Information Technology Act, 2000 23. Payment of Bonus Act, 1965 24. Minimum Wages Act, 1948 25. Workman’s Compensation Act, 1923 26. Employees Provident Fund and Miscellaneous Provisions Act, 1952 27. Employees State Insurance Act, 1948 28. Public Liability Insurance Act, 1991 29. Equal Remuneration Act, 1976 30. Payment Gratuity Act, 1972 31. Factories Act, 1948 32. Industrial (Development and Regulation) Act, 1951 33. Industrial Employment (Standing Order) Act, 1946 34. Industrial Disputes Act, 1947 35. Contract Labours (Regulation and Abolition) Act, 1970 36. Sales Promotion Employees (Conditions of Service) Rules, 1976 37. Trade Union Act, 1926 38. Arbitration and Conciliation Act, 1996 39. Specific Relief Act, 1963 40. Transfer of Property Act, 1882 41. Registration Act, 1908 42. Indian Stamp act, 1899 43. Double Taxation Avoidance Agreements with various contries 44. Income Tax, 1961 45. Wealth Tax Act, 1957 46. Central Excise Act, 1944 47. Service Tax, 1994 48. Central Sales Tax Act, 1956 49. Sales Tax Act of various States 50. Customs Act, 1962 51. Prevention of Food Adulteration Act, 1954 52. Import & Exports 53. Local Body – Municipality Laws 54. Standards of Weights & Measures Act, 1976 55. Marine Insurance Act, 1963 56. Trade Marks Act, 1999 57. Copyrights Act, 1957 58. Designs Act, 2000 E. Legal Advisory Vetting of commercial, employment or labour related, property related, finance documents, legal documents to verify applicability and compliance of various applicable laws in India Legal audit for existing commercial arrangements/documentations Advisory legal compliance of various commercial documents like Periodical Schemes, Notices, MOU etc. Drafting of Contracts, Agreements, Legal Documents, Notices, bank Documents etc. Advisory on Cheque Dishonour cases Matters relating to recovery of rightful dues and related legal actions through fastest legal recourse Civil suits related advisory Advisory on Criminal cases relating to Cheque Dishonour, Investor Grievances, Cheating, Insecticides, Prevention of Food & Drug Administration, Drugs & Cosmetic, Weights & Measures, Environment, Cyber Laws, Statutory Laws Advisory on Arbitration matters Advisory Movable / Immovable property matters Stamp duty / registration matters Winding-up cases Consumer Forum cases Labour law matters Matters related to DRT Co-op. Housing Society matters Trust related matters Any other legal matters relating to Partnership Firm, personal matters including wills, succession certificate, LOA, Letter of Probate etc. "Next Few weeks you would be receiving detailed discussion on major Services provided by Companies Secretaries relates to Companies act / SEBI /FEMA"
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