I. Goods and Service Tax Advisory and Compliance:

The GST Law in India has been implemented from July 01, 2017. With the Introduction of GST, way of doing business has changed throwing ample opportunities for structured businesses to optimize tax and costs. It has thrown up challenges as well for the businesses, as the law is comparatively new with regular amendments presently at a rapid pace.

The greatest value we provide to our client is transfer of indirect tax knowledge and expertise gained through advising thousands of clients, during the last 3 decades in indirect taxation, ranging from small proprietors to large MNCs on a variety of indirect tax issues. This experience is further put on ice due to the large volume of compliance which our dedicated team of professionals is catering on a regular basis to our high-profile clients.

We at BSC have a dedicated team of professionals (Chartered Accountants and GST Practitioners) who focus only upon the Indirect Tax aspects which includes advisory services on business transactions, providing legal opinions, compliances, audits and due-diligence related work.

a. Structuring Advisory:

We are known for suggesting workable solutions and ability to solve complex issues and deliver strategy and implementation from a business and technical view within the framework of law. The coverage ranges from the present GST Law, Customs Law, Foreign Trade Policy and the erstwhile Central Excise, VAT and Service Tax Laws.

We assist in improving the performance and effectiveness of clients’ business of examining all the Indirect tax aspects of core management and business process for further growth of the business.

b. Legal Assistance and Opinions:

We believe in providing independent and competent opinion to our clients. We strive to provide first hand understanding to our clients of legal implications associated with any transactions they intend to entered. Our team possess experience in providing legal assistance with regards to any given transaction. We provide following assistance to our clients:

• Vetting of contracts and other supporting documents relating to the matter for opinion.
• Providing written opinion on any given transactions.
• Opinions on routine as well as transaction specific issues.

c. Due Diligence including vendor diligence:

Strategic business decisions often require due diligence of parties involved, in order to assess the financial viability of the decision. In business deals, tax due diligence of seller is one of the crucial and important check for making any deal feasible. Such due diligence is either voluntary by seller or is based on specific requirement of the buyer to review the tax exposure. This becomes more critical where entity is exposed to multiple indirect tax laws.

Tax Professionals at BSC possess in-depth knowledge and experience for due diligence review. The team identifies areas of non-compliance, potential threats thereof and suggest remedial measures to make the deal work. Alternative structuring strategies to optimize tax incidence are also considered and suggested will conducting the due diligence. Our GST due diligence services include the following:

• Advise over viability of a transaction/deal after conducting deep study of the transaction/ structure/ vendor concerned.
• Comprehensive Due Diligence Report with comment on important areas.
• Suggestion on way forward and available solutions.

d. GST Compliances:

Every GST registered entity is required to submit GST returns within time limit prescribed by the law. It is imperative to understand that compliance is very important in GST due to automation of all returns including payment process. Managing such multiple tasks could be technically complex, time consuming and can involve unpredictable costs for a business.

Tax needs to be paid to government at the end of each tax period which requires identification of appropriate calculation of tax liability after adjusting eligible credits. There could be other multiple adjustments also on account of non-monetary consideration, time of supply, related party implications, reverse charge liability etc.

Our firm offers support in GST return filing services which are as follows:

• Review of procedural compliances including GST registrations obtained, payment of taxes, filing of returns, disclosure of ITC & outward supplies in returns, movement of goods for job work, carry forward of credits etc.
• Providing assistance to calculate tax liability for each tax period cycle after considering all eligible input eligible credits and liability as per reverse charge mechanism.
• Preparing and submitting GST returns and providing guidance with regards to payment of taxes.
• Review GST returns prepared by clients to ensure appropriate disclosure of sales turnover and claiming of eligible ITC and matching the same with regular books of accounts to avoid any discrepancies.
• Vouching of sample sale and purchase invoices to ascertain correctness of billing and accounting system.
• Review interest computation due to delayed GST payment, non-payment to vendors etc.
• Review of fulfillment of conditions for exemption / concessional rate of taxes.
• Support in designing efficient accounting and support system so that information necessary for filing of return are available instantaneously.
• Assistance in making payment after adjusting eligible credits in the most suitable manner which optimizes cash payment of taxes.
• Review of GST outward supplies, tax rates applied, concessions, exemptions claimed, fulfillment of related conditions, export benefits claimed etc.
• Review of GST input tax credits claimed to assess eligibility, ineligibility, completeness, documentation for credits etc.

e. GST Audit:

As per the provision of CGST Act 2017, a registered taxable person whose turnover is more than Rs. 2 crores in a year is required to get his books of account audited by a chartered accountant or cost accountant. The due date for submission of audited financial accounts including reconciliation statement for a financial year would be 31st December of subsequent year. We conduct audit of books of accounts under GST which would cover following aspects:

• Review of outward supplies declared in return to ensure that it includes all outward supplies made during the financial year
• Review of inward supplies declared in return to ensure that it includes all inward supplies received during the year
• Review of all deductions claimed including sales returns, abatements, exemptions
• Review of classification, rate of goods which should be according to provisions of GST further we also review the classification HSN wise
• Assessment of registrations obtained and whether any amendments is required to comply with the provisions of GST Law
• Review of input tax credits claimed on inputs, input services and capital goods, as also claim of credit in accordance with all eligibility criteria
• Review of reconciliation statements are to be filed along with certified audit report
• Support in preparation of the reconciliation statement and filing of Annual return
• Conducting audit in accordance with all other requirements as per GST Act

II. GST Representation Services and Litigation Support:

With the rapid increase in dispute, litigation or investigation. it is necessary to get credible and reliable advice to manage risk and create value. Our team of experienced professionals combines the highest standards of technical skills and knowledge to gather analyses and evaluate evidence. We review pending litigations issue wise and thereafter provide guidance over the possible outcome basis the judicial precedent and legal provision in respect of each litigation, along with the risks involved. We assist clients in drafting responses, while making submissions and presentations on their behalf. Furthermore, we help them in maintaining a database, wherein litigations are segregated based on issue, forum, etc.

a. Representation before various forums for assessments:

Matters which escalate beyond notice stage needs filing of appeal before quasi-judicial authorities or judicial authorities. These could be commissioner (appeals), Tribunal, Revisionary Authority, or similar other authorities. Our legal team understands the matter; prepares and files appeals wherever required considering the legal, factual aspects and appears before the designated authorities.

We provide following services to our clients to enable them to have effective representation:

• Submission of details/ documents before respective authorities
• Representation before various authorities
• Follow up with respective authority for speedy conclusion of proceedings
• Submission of Advance Ruling applications with respective authorities after screening the matter for which advance ruling is sought

b. Representations and follow up for speedy disposal of Refund Claims:

The Indirect Tax team at BSC, have in-depth knowledge of interconnections among various indirect tax laws, understand the intricacies in different refund options, undertake the cost-benefit analysis and suggest our clients with the best workable options.

We assist our clients in the following way:

• Assisting client about refund to be claimed in time
• Filing refund applications, compilation of details/documents for submission to the respective authority.
• Assisting client on difficulties/issues related to refund claim.
• Follow up with the respective authority for rapid processing of refund

c. Litigations Support:

We are strong followers and propagators of ethics in our professional practice. We provide independent and unbiased guidance to our client on legal matters. BSC has a wide experience in providing most effective and beneficial litigative solutions by:

• Litigation review exercise to formulate strategy for swift resolution of matters
• Reviewing existing litigation and uncertain tax positions; comment on the grounds taken for defense in existing litigations and probability of success and mitigation steps for future litigation.
• Identifying potential risks regarding various tax positions and comment from long-term view.
• Proactively explore alternative tax dispute resolution avenues for complex tax disputes
• Reviewing litigations for disclosure as contingent liability in financial statements
• Drafting replies to notices, submissions to authorities, appeals to authorities and Tribunal, applications before advance ruling authorities
• Presenting personal appearances and arguments before adjudicating authorities, appellate authorities and Tribunal
• Representing arguments before advance ruling authorities
• Preparing briefs for legal counsel, briefing legal counsel and assisting legal counsels for appeals, writ petition and special leave petition before Apex Court and High Court

III. Service Tax Representation Service and Litigations:

BSC is known for its practice in the Service Tax Law. Though post introduction of the Goods and Services (GST) Law, the Service Tax Law is abolished, however cases related to the service tax regime are still pending at the various forums before the authorities, and also there are instances where the defaults under the erstwhile Service Tax era can still emerge in the near future.

In order to facilitate our clients with any litigations that may emerge pertaining to the erstwhile Service Tax era, we at BSC with our decades of knowledge and experience in this particular field are able to serve our clients for the earlier Indirect Tax regime also, along with the present Indirect Tax i.e. GST regime, under a one single roof.

a. Representation & Litigation assistance:

Most of the legal disputes commence with the issuance of a show cause notice and we believe that if the same is addressed properly at this stage, litigation could be avoided/mitigated to a large extent. We suggest fair opinion to our client as to whether the case is worth contesting or admit the facts as stated in the show cause to avoid frivolous litigation. We have team of experienced legal team having in-depth experience in drafting reply to various notices issued under the GST law. We also attend personal hearing on behalf of client. Further we assist in preparation of various submission as required at various stages of the litigation. We also assist clients in representation before the authority also further we help in handling matters regarding the departmental audit.

b. Follow up for Refund claims:

We believe in offering qualitative value-added services to our clientele. Our refund application process has its foundation built on comprehensive process checklists, document verification and categorization, reconciliation with records and periodical follow ups and pursuing the refund application with the authorities. With such comprehensive process in place, the process of refund becomes quite easy and the clients gets the best possible outcomes.

I. Advisory:

Corporate laws play an important part in the entire operations of an organization. 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 advice 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 the 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 proposed structure of the entity and needs of the management, procedural compliance involved in particular transaction or business deal, 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:

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

b. Compliance advisory:

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 landscape – both domestic and international. 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, organization 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 an 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:

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

c. Transaction advisory:

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.

II. Compliance:

With the advent of Companies Act, 2013, there is enhanced disclosure requirements by the companies to the Registrar of Companies (RoC), Stock Exchanges, Shareholders 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 staff has depth of 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 address the compliance needs of our clients right from inception i.e. maintenance of books of account to the filing of annual returns and various other related forms.

Under corporate and allied laws, instances arise where certificationsare required, which is also a part of our regular corporate compliance services. At BSC, our dedicated staff are also involved in representing their clients before various fora i.e. RoC, NCLT, NCLAT, SEBI, RBI, etc.

a. Secretarial Audit :

Secretarial Audit is a process to check compliance with – the provisions of various Laws/Rules/Regulations/Procedures, maintenance of books, records etc. by an independent professional to ensure that the company has complied with the required legal and procedural obligations and also maintains required processes to adhere to it.

b. Corporate Governance Audit:

Corporate Governance Audit is an effective way to ensure that the company has complied with all the laws applicable and effective internal control systems, policies, procedures are implemented well to serve needs of all the stakeholders, as mandated by the LODR This Audit also helps ameliorate the Board of Directors comfort levels when it comes to maintenance of Corporate Governance standards laid out by Law and spelt out by the Board.

c. Filing of Annual Accounts and various other compliances/ certifications:

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 the following different services:

i. Assisting in periodic Compliances for OPC, Small Companies and Private Limited Companies.

• Disclosure of Directors’ Interest in other entities by way of directorship or shareholding,
• Calling for declaration by Directors u/s 164(2) in Form DIR-8
• Preparation and filing of Annual Return with Registrar of Companies (ROC)/li>
• 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 filing of relevant E-forms with Registrar of Companies (ROC)
• Documentation and formalities regarding Appointment of Auditors
• Filing of Annual audited financials in XBRL form, if applicable

ii. There are certain more Annual Compliances mandatory for Unlisted Public Limited Companies, apart from those applicable to private companies as mentioned above.

• Circulation of Financial Statement and other Relevant documents
• Certification of Annual Return as Practicing Company Secretary

iii. Limit Based Annual Compliance for Unlisted Public Companies.

An unlisted Public Limited Company has to comply with the guidelines of Companies Act 2013 with respect to following parameters depending upon its applicability. We advise and assist companies in following major compliances, depending upon applicability:

• Disclosure of Public Deposits
• Documentation and e-filing with respect appointment/ resignations of Key Managerial Personnel (KMP)
• Appointment of an Independent Director
• Appointment of an Independent Women Director
• Appointment of an Internal Auditor
• Carrying out Secretarial Audit
• Constitution and further functioning of Audit Committee
• Constitution and further functioning of Nomination or Remuneration Committee
• Advising / Assisting in setting up Vigilance Mechanism

iv. There are certain added Annual Compliances for Listed Company under Companies Act, 2013

• Reconciliation of share Capital Audit
• Share Transfer Audit
• Providing Scrutiniser’s Report
• Shareholding Pattern
• Advising regarding Postal Ballot
• Unaudited /Audited Financial Statements
• Corporate Governance Report

III. Formation & other services:

Many small entrepreneurs launch their companies as sole proprietorships initially wherein there is no separate legal existence of the business. However, as the business starts growing rapidly it is important 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 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
• Limited Liability
• Lower corporate tax rates
• Greater access to capital
• Perpetual succession
• Brand Building

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.

a. Legal drafting of charter documents:

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

b. Name approval:

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 etc.
• Filling of requisite forms for approval of name; providing description with respect to the fees structure for approval and registration of a name for the Company / LLP.
• Guiding through the procedure for filling of relevant documents with the ROC for reservation and registration of name within the prescribed time.

c. Compliance & Certificates:

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
• Seeking availability of Name of the Company – search and name approval
• Obtaining Digital signatures
• Memorandum and Articles of Association
• Support for document Notarisation, Legalisation, Attestations and Filing with Registrar of Companies.
• Follow up with regulatory authorities till receipt of certificate of Incorporation
• Support for Bank Account & Registered Office

d. Closure and Dissolution:

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.

IV. Other Special Services:

a. Services to NBFC’s:

BSC has, in the past 35 years, been well connected with the financial sector in India. With the wide range of services, it has to offer to this sector, it has worked with some of the prominent names in the industry. In the recent past, with its highly motivated staff, the firm has been able to satisfy its clients belonging to the Non-Banking Financial Service Sector with certain exceptional achievements.

Services we offer to NBFC’s:

• Incorporation and registration of NBFCs
• Assisting is setting up the business – preparation of SOP, Credit Underwriting Mechanism etc.
• Business strategic advisory
• Product based advisory
• Legal, regulatory, accounting and taxation advisory
• Company secretarial assistance
• Structuring of financial instruments
• Drafting of business documents
• Entity due diligence

b. Registrations:

1. IPRs:

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.

2. Patents:

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.

3. Trademark:

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.

4. Copyrights:

Copyright, is a legal concept giving the creator of an original work exclusive rights to it, usually for a limited time, it also gives the copyright holder the right to be credited for the work, to determine who may adapt the work to other forms, who may perform the work, who may financially benefit from it, and other related rights.