Corporate Secretarial

P. K. Pandya & Co. offers various Corporate Secretarial Services, like

I. Formation / incorporation of company (including Section 25 / Section 8 Company), Limited Liability Partnerships (LLPs) and registration of foreign companies.

2. All approvals under the Companies Act, 1956 and the Companies Act, 2013, including rules and regulations framed thereunder. An illustrative list is as under:-

  • Represent before Registrar of Companies and Regional Director – in adjudication and appeals under the Companies Act, 2013
  • Certifying Annual Return
  • Appointment of and payment to managerial personnel
  • Act as liquidator in winding-up of a company
  • Act as scrutinizer in voting by shareholders in postal ballot and electronic voting

3. Advisory and approvals under

(A) the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder.

(B) the Securities Laws and Capital Markets, like

  • Capital reconciliation: issue quarterly certificate with regard to reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, details of changes in share capital during the quarter, and in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.
  • Clause 47(c): Certification to the effect that RTA and/or in-house share transfer facility of listed companies have issued all certificates within  one month of the lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/ allotment monies. This certificate is to be issued within one month of the end of each half of the financial year.
  • Clause 49: issue certificate of compliance of conditions of corporate governance
  • certificate on maintenance of adequate security cover in respect of listed debentures
  • Certificate that the Share Transfer Agent has completed all transfers within the stipulated time.
  • Listing of shares/securities issued on Preferential/Private Placement basis
  • listing of shares arising out of Conversion of Debentures/Warrants/Notes/Bonds into Equity Shares
  • for approval under clause 24(f) of the Listing Agreement (Amalgamation of Wholly Owned Subsidiary / other than Wholly Owned Subsidiary /Reduction of Capital under Section 100)
  • Listing of shares/securities issued on Preferential/Private Placement basis in case allotment under section 62(3) of the Companies Act, 2013 (corresponding Section 81(3) of the Companies Act, 1956). A confirmation signed by the compliance officer of the company duly counter confirmed by P. K. Pandya & Co. confirming that the said allotment has been made in accordance with the provisions of section 62(3) of the Companies Act, 2013.
  • Certificate confirming securities under lock-in (the certificate should include the distinctive numbers of securities under lock-in and date from and upto which these shares are under lock-in)
  • National Housing Board Regulations for private placement of NCDs

(4) Secretarial Audit and Certifications required by All India Financial Institutions; with regard to the following:

  • Necessary powers of a company and its directors to enter into an agreement.
  • Borrowing  limits of a company under section 180(1)(c) of the Companies Act, 2013 (corresponding section 293(1)(d) of the Companies Act, 1956), including details of share capital, authorised, issued, subscribed and paid-up, and the actual borrowing.
  • List of Members of a company.
  • Copies of resolutions passed at company meetings to be furnished to financial institutions.

(5) For Banks:

  • Diligence Report for Banks
  • Status/Search Reports for banks
  • Certification of documents relating to charges.

(6) Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, requires certification about compliance of conditions of corporate governance as stipulated under the Guidelines on Corporate Governance for Central Public Sector Enterprises 2007 (vide its ref. no. 18(8)/2005-GM dated 22nd June 2007).

Leave a Reply

%d bloggers like this:

Disclaimer

 

Chamber of Prakash K. Pandya

Advocate, Mediator and Insolvency Professional

The Bar Council of India does not permit advertisement or solicitation by advocates in any form or manner. By accessing this website, http://www.pkpandya.com, you acknowledge and confirm that you are seeking information relating to/from Chamber of Prakash K. Pandya of your own accord and that there has been no form of solicitation, advertisement or inducement by Chamber of Prakash K. Pandya or its members and associates. The content of this website is for informational purposes only and should not be interpreted as soliciting or advertisement.

The visit to this website implies your willing consent, acceptance and agreement to our terms of services including our privacy policy and cookie policy.