COMPLETE CORPORATE LAW COMPLETE CORPORATE LAW SOLUTIONSSOLUTIONS

Presented By: Arun Gupta & Presented By: Arun Gupta & Ankit SinghiAnkit Singhi

VISION 2010VISION 2010

Vision essentially is a dream. And when we talk Vision essentially is a dream. And when we talk in corporate sense, Vin corporate sense, Vision is a dream with a ision is a dream with a deadline.deadline.. .

From this perspective, vision need to have From this perspective, vision need to have following five componentsfollowing five components::An ability to inspire.An ability to inspire.  A sense of Worthiness.A sense of Worthiness.  An invitation to share.An invitation to share.    It should be in clear and understandable detailIt should be in clear and understandable detail    It should be achievable.It should be achievable.  

OUR STRENGHTSOUR STRENGHTS            Quality WorkQuality Work                Timely CompletionTimely Completion                Experience & KnowledgeExperience & Knowledge              Best & effective Best & effective LiasoningLiasoning                ContactsContacts

OUR WEAKNESSOUR WEAKNESS              Lack of manpowerLack of manpower              Ineffective MarketingIneffective Marketing                Lack of Research MaterialLack of Research Material            Developing Core Competencies Developing Core Competencies             carelessnesscarelessness

FUTURE MAKEOVERFUTURE MAKEOVER

Company Law Solutions Department

Department Liaisoning Services/Products

DEPARTMENTAL DEPARTMENTAL LIASONINGLIASONING

SERVICES UNDER ROCSERVICES UNDER ROC

FORMATIONSFORMATIONS CONVERSIONSCONVERSIONS REPORTSREPORTS CHARGE MANAGEMENTCHARGE MANAGEMENT SHOW CAUSE NOTICESSHOW CAUSE NOTICES INSPECTION, INVESTIGATION AND COMPLAINTSINSPECTION, INVESTIGATION AND COMPLAINTS CLOSURE OF COMPANY CLOSURE OF COMPANY APPROVAL SERVICES APPROVAL SERVICES SEARCH REPORTSEARCH REPORT

COMPANY LAW COMPANY LAW BOARD/NCLTBOARD/NCLT

Compounding u/s 629A of the Act, 1956;Compounding u/s 629A of the Act, 1956; Shifting of Registered Office form one state to another;Shifting of Registered Office form one state to another; Sec 397/398, Oppression and Mismanagement cases; Sec 397/398, Oppression and Mismanagement cases; Condonation of delay in registration of charges;Condonation of delay in registration of charges; Condonation for delay in filing CLB order;Condonation for delay in filing CLB order; Rectification of register of Members;Rectification of register of Members; Application for Investigation of affairs of a company u/s 235 Application for Investigation of affairs of a company u/s 235

of the act;of the act; Approval for issue of shares at discount;Approval for issue of shares at discount; Applications/Representations in the area of Fixed depositsApplications/Representations in the area of Fixed deposits ; ;

REGIONAL DIRECTORREGIONAL DIRECTOR

Approval for shifting of registered office from the Approval for shifting of registered office from the jurisdiction of one ROC to another within the jurisdiction of one ROC to another within the same statesame state

Appointment of Auditor by CGAppointment of Auditor by CG Removal of AuditorRemoval of Auditor Sec 297 ApprovalSec 297 Approval CompoundingCompounding InspectionsInspections License under sec 25License under sec 25 MergerMerger

SERVICES/PRODUCTSSERVICES/PRODUCTS

INCORPORATIOINCORPORATIONN

CompaniesCompanies NGO’NGO’ Foreign Branches Foreign Branches  LLP  LLP 

OPPORTUNITIES UNDER OPPORTUNITIES UNDER INCORPORATIONINCORPORATION

Reality BoomReality Boom Online IncorporationOnline Incorporation Incorporation packageIncorporation package

AUDITS AUDITS   

Following types of Audits are in offeringFollowing types of Audits are in offering Secretarial auditSecretarial audit Compliance AuditCompliance Audit Securities AuditSecurities Audit Corp Gov AuditCorp Gov Audit Labour laws auditLabour laws audit Internal Audits just like financialInternal Audits just like financial

WHY VOLUNTARY AUDIT ?WHY VOLUNTARY AUDIT ?

MCA21MCA21 Corporate GovernanceCorporate Governance  

MCA21MCA21THE FUTURE HEADTHE FUTURE HEAD

IMMEDIATE ENCASHMENTIMMEDIATE ENCASHMENT  

    

MCA21 READYMCA21 READY Arrangement of hardware required for Arrangement of hardware required for MCAMCATimely updation of Master DataTimely updation of Master DataCorrection of CINCorrection of CINE-searchE-search

INSPECTIONSINSPECTIONS

Under this head, we will offering a complete Under this head, we will offering a complete “Inspection-Solution” package, which will cover “Inspection-Solution” package, which will cover

the following :the following :  

Pre-inspection preparation/auditPre-inspection preparation/audit    

Drafting of reply to Inspection reportDrafting of reply to Inspection report    

Liasoning with MCA and RD offices with respect to Inspection Liasoning with MCA and RD offices with respect to Inspection reportreport

    

Compounding of contraventions in case of default admittedCompounding of contraventions in case of default admitted    

Handling of prosecutionsHandling of prosecutions

COMPOUNDINGSCOMPOUNDINGS

Following types of compounding will be Following types of compounding will be offered:offered:              Compounding of general contraventionsCompounding of general contraventions            Compounding arising out of inspectionCompounding arising out of inspection            Condonation for delay in registration of Condonation for delay in registration of chargescharges            Condonation for delay in filing various Condonation for delay in filing various

report/orders with the ROCreport/orders with the ROC  

RETAINERSHIPSRETAINERSHIPS

We will architecture various “Retainership We will architecture various “Retainership model” including the following:model” including the following:              Preparation and drafting of secretarial Preparation and drafting of secretarial recordsrecords            Legal opinionsLegal opinions            Solutions to specific problems Solutions to specific problems             Vetting of legal agreements (Inter Vetting of legal agreements (Inter Departmental work)Departmental work)            Corporate Law compliancesCorporate Law compliances            Labour law compliances (Inter Departmental Labour law compliances (Inter Departmental work)work)            Securities law compliances. (Inter Securities law compliances. (Inter Departmental wor)Departmental wor)            Corporate Governance- Audit & Corporate Governance- Audit & ImplementationImplementation            Approvals under various lawsApprovals under various laws

CERTIFICATIONSCERTIFICATIONS

We will provide the following certifications:We will provide the following certifications:              Compliance certificatesCompliance certificates            Corporate Governance certificates Corporate Governance certificates             Certificates under securities lawCertificates under securities law            Certification of forms and other certificates Certification of forms and other certificates

under company lawunder company law            Certificates under various regulations of Certificates under various regulations of FEMAFEMA            Annual Return certificationAnnual Return certification

CORPORATE CORPORATE ANALYSIS/JANAMPATRI ANALYSIS/JANAMPATRI

FOR INDEPENDENT FOR INDEPENDENT DIRECTORDIRECTOR

  

  

NEEDS OF INDEPENDENT NEEDS OF INDEPENDENT DIRECTORDIRECTOR

            Information relating to the management of Information relating to the management of the companythe company

            Business structureBusiness structure            Level of Corporate CompliancesLevel of Corporate Compliances            Financial performance of the company (in Financial performance of the company (in

last three years)last three years)            Information of various prosecutions (if Information of various prosecutions (if

any) launched against the companyany) launched against the companyAny other defaults (if any)Any other defaults (if any)

  

E-SEARCHE-SEARCH

INNOVATIVE SEARCH INNOVATIVE SEARCH         

General searchGeneral search Search based on directorshipSearch based on directorship Search based on properties(another big thing to Search based on properties(another big thing to

happen)happen) Business take over searchBusiness take over search Event wise search, for example to the number of Event wise search, for example to the number of

companies promoted by a particular personcompanies promoted by a particular person Same management company searchSame management company search

ONLINE AUDITONLINE AUDIT

  

PROCESS PROCESS 

Drafting of QuestionerDrafting of Questioner Posting of Questioner on websitePosting of Questioner on website Invitation to Companies to fill the Questioner and Invitation to Companies to fill the Questioner and

submit it;submit it; Back office will prepare a report on the basis of Back office will prepare a report on the basis of

questioner filledquestioner filled A report will be send to company online after A report will be send to company online after

attaching digital signature based on the attaching digital signature based on the information produced.information produced.  We may advertise such product like CP Cert.We may advertise such product like CP Cert.

CORPORATE CORPORATE GOVERNANCEGOVERNANCE

In the future ahead Corporate Governance In the future ahead Corporate Governance would be the next big buzz not only for the would be the next big buzz not only for the

listed companies but for all those companies listed companies but for all those companies who want to be better managed, better who want to be better managed, better

governed and want to create value for their governed and want to create value for their share holders. In there this endeavor, share holders. In there this endeavor,

Corporate professionals will partner them by Corporate professionals will partner them by providing:providing:

              Effective and regular Corporate Effective and regular Corporate

Governance AuditGovernance Audit            Effective and time bound Corporate Effective and time bound Corporate

Governance Governance Implementation Implementation

TECHNICAL SCRUTINY TECHNICAL SCRUTINY OF BALANCE SHEET OF BALANCE SHEET

  

The Legal angel of Drafting of Balance Sheet is to The Legal angel of Drafting of Balance Sheet is to comply all the provisions of Companies Act 1956 read comply all the provisions of Companies Act 1956 read

with schedule and Accounting Standards.with schedule and Accounting Standards.  

If we will talk about the deepness of such provisions and If we will talk about the deepness of such provisions and also the view of Department, almost 95% of the also the view of Department, almost 95% of the

Companies do not comply the each of provisions of the Companies do not comply the each of provisions of the act.act.

  We will offer the service relating to technical Scrutiny of We will offer the service relating to technical Scrutiny of Balance Sheet from the point of sec 211 and schedule VI Balance Sheet from the point of sec 211 and schedule VI

before presenting it to Board of Director of the for before presenting it to Board of Director of the for approval. It is an annual assignment.approval. It is an annual assignment.

  OpportunityOpportunity

  This is the Vision of Ministry of Company affairs towards This is the Vision of Ministry of Company affairs towards implementing MCA 21. so we have to match our vision implementing MCA 21. so we have to match our vision

with their vision.with their vision.  

ThreatsThreats  

Only Big size Companies will ask for such services.Only Big size Companies will ask for such services.  

PREPARATIONSPREPARATIONS

PREPARATIONS

Software Books Website Database Manpower

Ramaiya-CD

Software like Co-Sec

Book on Drafting Legal Company Law update Listed Co’ in Delhi

Client Co’s

Big MNC,s

Big Law/CA firms

Two CS(1-2) exp

Two trainee

IN-HOUSE INTELLECT IN-HOUSE INTELLECT DEVELPOMENTDEVELPOMENT

  

WEBSITES ON OFFERINGWEBSITES ON OFFERING            

Website on Website on Incorporation with emphasis on Incorporation with emphasis on doing business in Indiadoing business in India

Website on Website on section 297 and related party section 297 and related party transaction (another revolutionary idea)transaction (another revolutionary idea)

Website on Website on Managerial Remuneration etcManagerial Remuneration etc

E-NEWSLETTERE-NEWSLETTER      

Latest update on MCA21 Latest update on MCA21

Latest update in the field of Corporate LawLatest update in the field of Corporate Law Latest CasesLatest Cases Practical Knowledge on MCA21Practical Knowledge on MCA21 Latest FAQ’sLatest FAQ’s One Article on key topicOne Article on key topic Monthly CompliancesMonthly Compliances Inviting QueriesInviting Queries

REVENUE & COSTREVENUE & COST

S.S.NoNo

ServicesServices QuantitQuantityy

RateRate Monthly Monthly YearlyYearly

11 IncorporationsIncorporations 1010 20,00020,000 2,00,0002,00,000

22 Secretarial Secretarial AuditAudit

0202 2500025000 50,00050,000

33 RetainershipRetainership 1010 1500015000 1,50,0001,50,000

44 CertificationsCertifications 5050 50005000 2,50,0002,50,000

5i5i Other Other certificationscertifications

2500025000 3,00,0003,00,000

66 Internal AuditInternal Audit 2020 2500025000 5,00,0005,00,000

77 CompoundingCompounding 22 2500025000 50,00050,000 6,00,0006,00,000

88 MCA approvalsMCA approvals 55 3000030000 1,50,0001,50,000 18,00,0018,00,0000

99 InspectionInspection 11 100000100000 1,00,0001,00,000 12,00,0012,00,0000

1010 Corporate Corporate Governance Governance AuditsAudits

55 2500025000 2,50,0002,50,000

1111 ROC ROC CompliancesCompliances

5000050000

1212 RD CompliancesRD Compliances 5000050000

TOTALTOTAL 8,25,0008,25,000 1075000107500000

MCA 21 ServicesMCA 21 Services

No. of Clients GroupsNo. of Clients Groups 100100 Average No. of Group Companies 5Average No. of Group Companies 5 Total No. of CompaniesTotal No. of Companies 500500 No. of Companies needs Correction No. of Companies needs Correction

(Approx 80%)(Approx 80%) 400400 Fees per companyFees per company 1000-20001000-2000 Expected Revenue (400* 1000)Expected Revenue (400* 1000) Rs. Rs.

400000-800000400000-800000

EXPECTED COSTEXPECTED COST

Salary-15 %Salary-15 % Out of pocket expenses-10%Out of pocket expenses-10% Indirect Exp. – 15 %Indirect Exp. – 15 % Net ProfitNet Profit = 100% - 40% = 60%= 100% - 40% = 60% Net Profit = Approx. Rs. Net Profit = Approx. Rs.

70,00,000.00 70,00,000.00 per annumper annum

ROADBLOCKS/THREATSROADBLOCKS/THREATS

        The New Company Law- the degree The New Company Law- the degree of liberalization will definitely be of liberalization will definitely be more more        Lack of effective marketingLack of effective marketing        Low fee structure of CompetitorsLow fee structure of Competitors        Innovative ideas are always risky Innovative ideas are always risky and required testing and required testing        Lack of recognization as Lack of recognization as Knowledge hub Knowledge hub

MARKETING STRATEGYMARKETING STRATEGY

PLAN OF ACTIONPLAN OF ACTION

Quality services always leads to automatic Quality services always leads to automatic publicitypublicity

Developing a standard e-mail for various types of Developing a standard e-mail for various types of our service & productsour service & products

E-newsletterE-newsletter Marketing our Website through goggle searchMarketing our Website through goggle search Mouth publicityMouth publicity Preparing a list of target peoplePreparing a list of target people

FCRA DEPARTMENTFCRA DEPARTMENT

FCRA is one another department, which FCRA is one another department, which offers us enormous wok opportunities in offers us enormous wok opportunities in the form of the following:the form of the following:              Registration of NGO’s for receiving Registration of NGO’s for receiving foreign contribution foreign contribution            Prior approval for receiving foreign Prior approval for receiving foreign contribution contribution            Other general compliances under Other general compliances under the act the act   

RBI/DIPP/FIPB RBI/DIPP/FIPB DEPARTMENTDEPARTMENT

This area is one of the another important area This area is one of the another important area which still remains unexplored by our which still remains unexplored by our organization. It provides work opportunities in organization. It provides work opportunities in the form of:the form of:              FDI approvalsFDI approvals            Approval for establishing SEZ, Industrial Approval for establishing SEZ, Industrial Park, Park, STPI STPI            Industrial licenseIndustrial license            IEMIEM            Transfer of shares from resident to non-Transfer of shares from resident to non-resident resident and vice-versa and vice-versa            Establishing of branch /project/liaison Establishing of branch /project/liaison office office             NBFCNBFC

PLANNING & PLANNING & EXECUTIONEXECUTION

  

  TO DREAM IS A LUXURY OF ALL TO DREAM IS A LUXURY OF ALL BUT TO ACHIEVE IS A CALIBER BUT TO ACHIEVE IS A CALIBER

OF FEWOF FEW

A report can be prepared by anyone A report can be prepared by anyone but what lies beneath is its successful but what lies beneath is its successful execution within a give time frame, execution within a give time frame, which only requires three simple which only requires three simple things:things: CommitmentCommitment TimeTime LabourLabour

We Pose our commitment to the We Pose our commitment to the organisation.organisation.

We mean itWe mean it..

Suggestion, Support Suggestion, Support and Ideas are always and Ideas are always

invited from CP Parivarinvited from CP Parivar. .

THANKS FOR PATIENT THANKS FOR PATIENT HEARING HEARING

&&

BEST OF LUCK TO CPBEST OF LUCK TO CP