For legal compliance management, we provide service of legal review of all or select applicable laws.
I. Comprehensive legal compliance review exercise:
This exercise is aim to provide comprehensive list of applicable laws, finding out personnel responsible for their compliance and to create, update and monitor compliance standards. This exercise is intended to be reviewed once in 2/3 years, depending upon size and need of the organisation.
Briefly, the following procedure is followed::
(i) finding out applicable laws, with our team and team of Clients
(ii) to collate statutes (Acts, Ordinance, Rules, Regulations, Circulars, Notifications and in some cases relevant court rulings);
(iii) Create checklists on all* or select applicable laws as agreed with clients
(iv) Provide updates on all/select applicable laws at agreed intervals
(v) To review compliance of all/select applicable laws at agreed intervals and provide report on exceptions (non-compliances), by assigning risk rating.
* Currently covering Companies Act, SEBI Regulations, Listing agreement, SCRA, FEMA, Competition Act, Trade Marks Act, Copyright Act, Shops and Establishments Act, Profession Tax and major Labour Laws.
II. Periodic limited legal compliance review:
This exercise is intended to ensure periodic review of compliance of key important applicable laws. It is carried out as per clients requirements. It can be either for issue of certificate and/or as part of internal control and legal risk management.
Review of compliance of conditions of Corporate Governance as per clause 49 of listing agreement is an example of this exercise.
III. To verify compliance of specific laws as one time exercise:
It can be where a company intends to acquire or sale business/organisation. Or it can be upon receipt of some notice or for tightening loose ends of compliances for example review of compliances of the SEBI (Prohibition of Insider Trading) Regulations 1992 and under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.
As periodic limited legal compliance review is intended for independence view, it is not substitute to internal mechanism to ensure compliance of applicable laws.
::Consultation / advisory services::
- Indian listed companies regularly seeks our oral and written opinion on various legal matters.
- Consultation on Voluntary Delisting of securities
- Re-listing of suspended listing / removal of suspension of listing
- Takeover of listed company by unlisted entities
- Loan to directors
- Appointment and resignation of directors, additional directors, alternate directors, nominee directors
- Appointment of Managing Director, whole Time Director or manager
- Accepting deposits / borrowings (unsecured loans)
- Payment of dividend
- Removal of director
::obtaining approvals of government and regulatory authorities ::
- Listing of shares / securities on rights issue, preferential issue, merger / demerger
- Takeover under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations of 1994 and 1997 as well as compliance thereof
- Appointment and payment of commission to sole-selling agent
- Payment of remuneration to relatives of directors
- Payment of remuneration to directors, including for payment of professional fees to non-executive director
- Transactions with directors, relatives of directors, other entities (firm, limited company, HUF, trust) wherein directors are interested
::representation / appearance before judicial and administrative authorities::
- Before Company Law Board fro all matters. Click here for list of matters for which one may approach Company Law Board.
- Before Central Government (Ministry of Corporate Affairs and Ministry of Information and Broadcasting)
- Before Regional Directors
- Before Registrar of Companies
::Other services::
- Obtaining shareholders consent by Postal ballot, including acting as scrutinizer in postal ballot
- Acting as scrutinizer in voting by ballot (including in court convened meetings)
- Transfer of funds to Investor Education and Protection Fund
- Registration of charge over assets of company (secured loans) under the Companies Act
- Change of name
- Change of object clause of memorandum of association
- Increase of authorised share capital
- Change of articles of association
- Change of auditor
- Redemption of preference shares
- Holding board meetings or committee meetings
- Holding general meeting of shareholders
