Bhuta Shah | Corporate Secretarial Services

Corporate Secretarial Services

Advisory

Corporate law plays vital part in the entire operations of an organisation. Whilst a large part of corporate law primarily relates to the Companies Act, 2013, it does the secretarial oversight of other laws including SEBI, FEMA, NBFC and so on. It is important to understand various procedural compliances required under law, ways to make those compliances, consequences of non-compliance before entering into any transaction/business deal. It should not happen that the cost of compliance/non-compliance overruns the benefit of transaction/business deal.

It is also important to take timely advisory from professionals to protect the organisation from any non-compliance in near future due to negligence. After all, ignorance of law is not treated as an excuse in the eyes of Law.

We at BSC have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who possess extensive experience in various corporate laws who provide extensive advisory services over formation of different type of entities based on the needs of the client and proposed structure of the entity, procedural compliance required to be done before entering a particular transaction or business deal, conducting due-diligence of entity before entering into any business deal, timely check of existing procedural compliances and advisory to improve the same, etc.

A secretarial due diligence is scrutiny of all, or specific parts of the procedural compliances of the target company depending on the purpose of secretarial due diligence which may be mergers, acquisition, major investment decision or long term business association with a view of uncovering any compliance risk and provide the buyer with an extensive insight into the company’s procedural compliance matters. The results of the secretarial due diligence, in general, reflect the levels of compliance thresholds and is often, a barometer of the Organizational philosophy and approach to compliance. It also improves the buyer’s bargaining position and ensures that necessary precautions are taken in relation to the proposed business deal.

It covers the due diligence of legal and procedural aspects of a business transaction like potential pitfalls, pending dues as well as cases before the authorities, pre-check of existing compliances of target company, and other related issues.

At BSC, we cover the following important aspects under the scope of due diligence. However, the list provided herein is not an exhaustive list and the scope would vary according to the nature of engagement entered into:

Basic features such as master data on the MCA portal, correct reflection of particulars w.r.t Directors, Key Managerial Personnel, Registered Address, Other addresses, compliances completed and so on
Ensure compliance with provision of Articles of Association
Maintenance of statutory registers, minutes books etc.
Appointment of and remuneration to Directors
Agreements with director
Loans to Director
Related parties transaction
Matters such as prospectus, minimum subscription compliance with listing agreement, disclosure, etc. in case of listed company.
Acceptance and repayment of Fixed Deposits
Dividend Distribution
Filing of necessary returns

Considering the rapidly growing economy, globalization and increase in complexities of businesses, government is continuously upgrading and updating the existing laws and regulations to cope up with the ever-increasing complexities in the business. Also, due to advent of digitalization there is tremendous increase in digital compliance and issuance of new e-forms each day, leading to large scale regulatory reform. Consequently, organizations need to ensure effective compliance with increasingly varied and complex requirements.

In order to deal with the greatest challenges of the regulatory reform, organisation needs professional assistance over advisory of changes in existing laws, regulations, forms or applicability and scope of new laws, regulations and forms.

We at BSC have a experienced team of Company Secretaries, Legal Professionals and Chartered Accountants who are actively engaged to deliver pragmatic solutions to complex regulatory issues.

BSC can help you:

By assisting you in providing advisory to rapidly changing economic reforms and making due compliance;
Evaluate the effectiveness of existing compliance policies and procedures;
Identify, verify, and even prevent breaches of regulatory requirements;
Provide advice on the compliance function and, when appropriate, assists with the implementation of specific reporting systems, process requirements, and compliance programs, including training approaches;
Keep track of regulatory developments and avoid last minute rush to compliance.

Nowadays, organizations enter into various transactions for growth and expansion of the business such as fresh issue of equity shares, ESOP, bonus issue, right issue, debt issue, issue of depository receipts, etc. These transactions require various procedural compliances under different corporate laws and close examination to make procedural compliance accurately and timely.

We at BSC have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who provide extensive services for execution of such transactions which are governed mainly by the following regulatory framework:

The Companies Act, 2013 along with relevant rules
Securities Contracts (Regulation) Act, 1956
Foreign Exchange Management Act, 1999
Securities Contracts Regulation (Rules) 1957
SEBI (ICDR) Regulations 2009
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
SEBI (ESOP & ESPS) Guidelines, 1999
Companies (Share Capital and Debentures) Rules, 2014
SEBI (Issue and Listing of Debt Securities) Regulations 2008

Introduction of Companies Act, 2013, have given rise to numerous disclosure requirements by the companies to the Registrar of Companies (RoC), SEBI, Stakeholders and other Statutory authorities. In order to help our clients to stay abreast with all the statutory requirements, our dedicated team of Company Secretaries regularly advices clients in various corporate, legal & secretarial compliance services.

BSC has a wealth of experience in providing flexible, tailored services to a range of companies from small start-ups to multi-nationals and high net-worth listed entities. Our corporate secretarial team has in-depth knowledge and skill in the corporate secretarial space.

At BSC, our team takes a holistic approach in guiding our clients about the various compliances which are required under various different statues. We take care of our clients right from inception i.e. maintenance of books of accounts to the final stage i.e. filing of annual returns and various other related forms.

Under corporate and allied laws, instances arise where certificate of CS is required which is also a part of out regular corporate compliance services. At BSC, our dedicated team of Lawyers and CS is also involved in representing their clients before various forums i.e. RoC, NCLT, NCLAT, SEBI, RBI, etc.

Secretarial Audit ensures that the company has complied with the legal and procedural requirements and that the Board and other processes and compliance mechanism of the company are robust enough. It postulates verification of records, books, papers and documents to check compliance with the provisions of various statutes, laws, rules and regulations, procedures by a competent professional.

At BSC, we conduct a detailed secretarial audit of various books, records of the company to –

To ensures the company management and affairs are being conducted in accordance with statutory requirements.
To secure the confidence of directors, employee, stakeholders, creditors, and management in the working of the company
To Point out Non- compliances and inadequate Compliances.
To substantially reduces the burden of the law-enforcement authorities.
To ensure that the legal and procedural requirements are duly complied with that strengthens the image and goodwill of a company.

While preparing the secretarial audit report, we take utmost vigilance as we believe it is a critical tool for identifying and prioritizing controls and establishing risk appetite while also being an important way to extend confidence to various stakeholders including Investors, Management.

Corporate Governance Audit is an independent assessment of an organization with a view to expressing an opinion on the adequacy and effectiveness of the internal control systems, policies, procedures are implemented well to serve needs of all the stakeholders.

We provide following services in respect of Corporate Governance Audit of Companies:

To adopt procedure for assessing risks such as financial, economical, global, political, industrial and company specific risks, which will help in minimizing such risk.
To provide for measures to monitor and review the effectiveness of the company’s internal audit function; and monitor the independence, objectivity and effectiveness of the internal audit process, taking into consideration relevant professional standards.
To provide for such measures to ensure that company complies with applicable Laws in respect of the following:
- Composition of the Board and its various committees, including Audit Committee.
- Meetings of Board and its various committees.
- Compensations of Directors including Non-Executive Directors.
- Code of Conduct and whether the Company has laid down the same to various levels in organization
- To ensure that information including Financial Planning, Financial Statements and results, Annual operating plans and budgets, show cause or demand or prosecution notices and such other materially important documents are been placed before the Board from time to time.
- To ensure whether proper disclosures have been made regarding related party transactions, accounting treatment, risk management, etc. by the company wherever required.

It is mandatory for every company incorporated in India whether public or private to file the various e-Forms along with the necessary documents with the RoC. Annual filing of the company includes all the documentation related to the filing of financial statements and Annual return which consists of information that includes the Financial Statements of the company, Certifications(if any) Registered Office Address, Shares and Debenture details, Register of Members, Debt details and information about the Management of the Company. The annual return would also disclose the shareholdings structure of the Company, changes in Directorship and details of the transfer of securities. BSC can help you file your Company’s annual return accurately and timely.

At BSC, we provide our clients full assistance in certain routine and Annual compliances for
Companies: –

Appointment of an Independent Director, Independent Women Director, Internal Auditor
Filing of various forms with the RoC at time of appointment, removal, resignation, etc. of directors.
Documentation and e-filing with respect appointment/ resignations of Key Managerial Personnel (KMP)
Constitution and further functioning of Audit Committee, and various other committees.
Advising / Assisting in setting up Vigilance Mechanism.
Documentation and formalities regarding Appointment of Auditors.
Advising and assisting in convening Board Meeting/General Meetings and all allied activities and documentation pre & post meetings.
Drafting of Notices, agenda, Minutes etc. for all meetings.
Preparation and Tax filing of Annual Return with Registrar of Companies (ROC)
Preparation and filing of relevant E-forms with Registrar of Companies (ROC)
Filing of Annual audited financials in XBRL form, if applicable

Many small entrepreneurs establish their business as sole proprietorships initially wherein there is no separate legal existence of the business. However, as the business starts growing rapidly it is crucial to structure it and provide a separate legal existence as changing the format of a small business to a corporation or a One Person Company (OPC) can offer a range of advantages for entrepreneurs. Most notable advantage is that a corporation or OPC protects entrepreneur’s personal assets in case debts or legal judgements are claimed against the business. Incorporating separate entitiy has far reaching benefits which are briefly listed below:

Separate Legal Existence
Perpetual succession
Limited Liability
Greater access to capital
Lower corporate tax rates
Brand Building
Value added tax (VAT) Management
Sales Tax Optimization
Favorable Tax Regime

Operating in India or in several other regulated jurisdictions require studying the special regulatory requirements. For instance, setting up a company in the non- banking financial sector or banking sector or insurance sector requires a deeper study of applicable regulations and planning for such things in advance and it is essential to factor time and costs thereof.

Incorporation of a company or Setting up a business is not an easy task. It involves number of approvals from various regulatory authorities depending upon the type of company, compliance to various laws and regulations framed therein and much more.

We at BSC have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who possess extensive experience in various corporate laws who provide end to end solutions for all client’s needs, providing assistance for incorporation of different type of entities based on the proposed structure of the entity and needs of the management, procedural compliance involved and help the company make a place for itself in the booming market.

Other Special Services

Non-Financial Assurance – Quality Aspect Assurance

Non-Financial Assurance services focus on evaluating and providing assurance on various quality aspects of your business operations beyond the financial metrics. This includes assessing the effectiveness of internal controls, compliance with industry standards, and adherence to regulatory requirements. Our Quality Aspect Assurance services cover a wide range of non-financial areas such as environmental impact, corporate governance social responsibility, supply chain integrity, product quality, and financial planning. By ensuring these critical aspects meet high standards, we help businesses enhance their reputation, build stakeholder trust, and achieve sustainable growth.

Financial Advisory and Reporting Services

Financial statements reporting is paramount since it is report card on company’s performance for the fiscal period. It enables the management and owners pursue the objective of achieving business strategies, fund raise, capital allocation, merger and acquisition.
We, at BSC, have experienced professionals who have hands on experience on providing GAAP/Ind-AS/IFRS Services, developing SOPs on financial reporting process and end to end solutions and support services relating to complex financial accounting requirements in a wide range of scenarios:-

GAAP conversions
Consolidation
IPO Support
Accounting Manual and SOP documentation
Financial statement preparation
Transaction accounting
Impact assessment of new standards

Outsourced accounting - Accounting and reporting services

This service includes supporting accounting, payroll and regulatory functions of the business, so that Clients can focus on their business. This can briefly be divided into the following services:

Managed accounting solutions:

Helping and assisting in accounting and accounting systems and protocols and maintaining books of account.
Assisting clients in solving complex accounting transactions.
Advising clients on tax effectiveness and efficiency.

Statutory Tax Compliances:

Preparing details and workings for TDS, Advance tax, GST, Provident fund, ESIC, Profession tax, etc. and making timely payments and filing returns within the respective due dates to avoid interest and penalties.

Secretarial Services:

With a secretarial service in place, a company can be assured that there will be the timely completion of the statutory filings because a default in them can lead to serious consequences like fine, legal battle even imprisonment. The company can be free from these problems because secretarial service takes care of all these legalities and compliance issues.

Payroll Management:

Preparing monthly payroll register with deduction of TDS and other statutory dues and payroll processing.

Vendor payment & banking transactions:

Handling banking transactions on behalf of clients – making vendor payments, statutory payments, etc.

Vendor and customer accounts reconciliation:

Co-ordinating with the parties of the clients for providing ledgers and reconciling the accounts on periodic basis.

Cash flow and working capital management:

Managing cash flows and working capital of the Clients

MIS Reporting:

Providing MIS report on periodic basis to the Management for decision making. Business managers at all levels of an organization, from assistant managers to executives, rely on reports generated from these systems to help them evaluate their business’ daily activities or problems that arise, make decisions and track progress.

Risk Advisory

With the changing external and internal environment, businesses are under constant pressure to maintain the effectiveness of their processes and controls. Any failure in executing or managing critical operations can not only impact the organization to a great extent, but also creates a negative impression on the organization’s stakeholder values. With an increase in corporate failures, there is an additional focus from regulators, financial institutions, as well as independent directors on the way various processes, controls and IT securities are being managed. Our risk advisory services is a combination of process, IT security experts. The team has an array of experts possessing industry-specific expertise.
Our Risk Advisory Services encompass the following:

Internal Audit:

At BSC We combine our industry knowledge with our risk-based internal audit methodology and tailor our internal audit offering to your size, sector, risk appetite and regulatory requirements.

Management Audit:

Our Management audit services designed to enhance the effectiveness of management actions. Our experienced team of auditor provides assistance to the clients in managing their key business concerns, be it achieving strategic business goals, meeting operational challenges, complying with regulatory norms or managing reporting requirements. Productivity and competence of Management are key determinants of an organization’s success.

IT Risk Advisory:

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Governance Risk and Compliance

Internal Financial Control:

BSC’s Internal Financial Controls Framework (IFC) has been developed keeping in mind the requirements of the Companies Act, 2013. This framework focuses on financial controls’ effectiveness through a continuous cycle of self-assessment and independent credence based on various internal financial control elements.
BSC’s Internal Financial Controls Framework considers a holistic approach by focusing on two levels i.e.

Entity level
Process level

The framework and approach is in alignment with globally accepted guidelines such as COSO 2013.

Charter documents are the basic fundamental legal documents that act as constitution of the corporation. It provides a blue print, as corporation and every member of the corporation needs to abide by such documents.

These documents are going to eternally be the sole paper responsible in setting ground rules that will govern how company/LLP functions, the appointment of directors/partners, procedure for meetings and the rights and restrictions that will attach to each class of the company’s share amongst various other functioning of the company.

Thus, it is important to ensure that such crucial documents of the corporation are well drafted by the competent team of professionals. We at BSC can help you by providing tailor made drafting of the charter documents of the corporation as per the needs of the clients.

Following are some of the crucial charter documents in case of different types of corporation to be formed:

Memorandum of Association (MOA) and Articles of Association (AOA) in case of Public Limited Company, Private Limited Company, One person Company.
Limited Liability Partnership agreement in case of LLP
Partnership Deed in case of Partnership firm

Thinking of starting of a Company or an LLP is no-brainer, but to formulate one in reality is no cake work. One of the uphill battle in this is getting the approval for the name of your dream Company which you indeed expect it to be innovative and exclusive. Here, you will be content with BSC as we assure to provide you with the following services:

Leading you through the pre name approval process i.e. the requirements that have to be complied with before application for name approval.
Providing assistance in selection of name that would fall in the guidelines prescribed by the MCA.
Assisting in getting approvals & NOC’s from various authorities namely; SEBI, FMC, Central Government, Central Board Of Indirect Taxes & Customs (CBIC) etc.
Guiding through the procedure for filling of relevant documents with the ROC for reservation and registration of name within the prescribed time.

Forming a right entity is the first and foremost important step in your business. Formation of entity requires a good deal of paper work which involves filing various e-forms with the regulatory authorities.

We at BSC have a dedicated team of Company Secretaries, Legal Professionals and Chartered Accountants who assist our clients to file the requisite formation documents with the regulatory authorities timely and accurately which are as follows:

Obtaining Director’s Identification Number (DIN) for Directors
Obtaining Digital signatures
Assisting in obtaining name approval for the Company
Memorandum and Articles of Association
Providing assistance for document Legalisation, Attestations, Notarisation, and Filing with ROC.
Liaisoning with regulatory authorities till receipt of certificate of Incorporation

If the company owners or directors decide to discontinue or wind up the business, they may consider for the options of the closure. Most feasible or easiest way to close a company is striking off its name from Register of Companies. This is preferable when a company is inoperative for a certain period. Other options include a winding-up petition, however that involves more time, investment and compliance.

On approval of the strike off, the company’s name is removed from the register and thus, it is not existent in the eyes of laws. The company must fulfil all the compliance before proceeding for the strike-off application. The application is accompanied by various documents and requires assistance from the professional.

We at BSC, can provide end to end assistance in making due procedural compliances for closing your Company to ensure there are no loose ends. We offer complete services in connection with the following:

Assisting in preparing the necessary board resolutions and minutes.
Filling of the requisite forms and submitting the statutory documents such as declaration of solvency report, auditor’s report and registered valuer’s report, etc.
Assisting in appointing a liquidator for the winding up proceedings.
Submitting the order for winding up with the ROC within the prescribed period.

BSC also provide its clients with some ancillary services which interalia includes services in relation to IP registration. IP refers to Intellectual Property, and which includes patents, trademark, copyrights.

Currently, we are servicing several of clients from across India from diverse industries retailers, hoteliers, hospitals, pharmaceutical companies, technology companies, universities, research institutes, and individuals. Our team of professionals are always committed to do their utmost to justify the enormous trust that our clients have placed in us to help them to be more successful be it in India or rest of the world.

Patent is a monopoly right granted to person who has invented a new and useful article or an improvement of an existing article or a new process of making an article. A patent is a statutory right for an invention granted for a limited period of time to the patentee by the Government, in exchange of full disclosure of his invention for excluding others, from making, using, selling, importing the patented product or process for producing that product for those purposes without his consent.

Trademark, is a recognizable sign, design or expression which identifies products or services of a particular source from those of others. The trademark owner can be an individual, business organization, or any legal entity. A trademark may be located on a package, a label, a voucher or on the product itself.

Non-Financial Assurance – Quality Aspect Assurance

Financial Advisory and Reporting Services

GAAP conversions
Consolidation
IPO Support
Accounting Manual and SOP documentation
Financial statement preparation
Transaction accounting
Impact assessment of new standards

Outsourced accounting - Accounting and reporting services

Managed accounting solutions:

Helping and assisting in accounting and accounting systems and protocols and maintaining books of account.
Assisting clients in solving complex accounting transactions.
Advising clients on tax effectiveness and efficiency.

Statutory Tax Compliances:

Secretarial Services:

Payroll Management:

Preparing monthly payroll register with deduction of TDS and other statutory dues and payroll processing.

Vendor payment & banking transactions:

Handling banking transactions on behalf of clients – making vendor payments, statutory payments, etc.

Vendor and customer accounts reconciliation:

Co-ordinating with the parties of the clients for providing ledgers and reconciling the accounts on periodic basis.

Cash flow and working capital management:

Managing cash flows and working capital of the Clients

MIS Reporting:

Risk Advisory

Internal Audit:

At BSC We combine our industry knowledge with our risk-based internal audit methodology and tailor our internal audit offering to your size, sector, risk appetite and regulatory requirements.

Management Audit:

IT Risk Advisory:

Governance Risk and Compliance

Internal Financial Control:

Entity level
Process level

The framework and approach is in alignment with globally accepted guidelines such as COSO 2013.

Corporate Secretarial Services

Managed accounting solutions:

Statutory Tax Compliances:

Secretarial Services:

Payroll Management:

Vendor payment & banking transactions:

Vendor and customer accounts reconciliation:

Cash flow and working capital management:

MIS Reporting:

Risk Advisory

Internal Audit:

Management Audit:

IT Risk Advisory:

Governance Risk and Compliance

Internal Financial Control:

Managed accounting solutions:

Statutory Tax Compliances:

Secretarial Services:

Payroll Management:

Vendor payment & banking transactions:

Vendor and customer accounts reconciliation:

Cash flow and working capital management:

MIS Reporting:

Risk Advisory

Internal Audit:

Management Audit:

IT Risk Advisory:

Governance Risk and Compliance

Internal Financial Control:

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