Corporate Compliance & Transaction Advisory

• Drafting notices, agendas, resolutions and minutes of board, committee and general meetings in accordance with Secretarial Standards SS-1 and SS-2
• Maintaining statutory registers — members, directors and key managerial personnel, charges, related party contracts, loans and investments
• Annual return and financial statement filings, and certification of the annual return by a Company Secretary in Practice where required
• Event-based filings — appointments and resignations of directors, allotments, charge creation, modification and satisfaction, and alteration of the memorandum or articles
• Filing of resolutions and agreements, significant beneficial ownership declarations, and the return on acceptance of deposits and on money not treated as deposits
• Half-yearly returns in respect of outstanding dues to micro and small enterprises
• Directors’ disclosures of interest, declarations of non-disqualification and the annual KYC of directors
• Preparation of the Board’s Report and the annexures it must carry, and maintenance of the compliance calendar for the year

You get a calendar, not a reminder culture. Every due date for the year is fixed at the start, the papers are prepared in advance of the meeting rather than after it, and we tell you early if a filing is at risk instead of after the date has passed.

Minutes are drafted as a record capable of being produced to a regulator or a court, not as a formality. Where a decision is significant, the minute records the basis on which the board took it.

Where we take over a company’s secretarial work from someone else, we begin with a health check of the existing record and give you a written list of what is missing and what it takes to fix it, before we start.

• Shareholders agreements and share subscription agreements, including transfer restrictions, tag and drag rights, reserved matters, exit mechanics and deadlock resolution
• Memorandum and articles of association drafted or amended to reflect the actual agreement between the parties
• Non-disclosure, confidentiality and data privacy agreements
• Commercial contracts — supply, distribution, service, franchise, agency, licensing and technology agreements
• Employment agreements, consultancy agreements, employee handbooks and stock option scheme documents
• Business transfer agreements, asset purchase agreements and slump sale documentation
• Board and shareholder resolutions, powers of attorney, indemnities, undertakings and declarations
• Trust deeds, society bye-laws, joint venture agreements, and the statutory policies a company must adopt

We ask what happens when the arrangement breaks down, and draft for that. The clauses that matter are exit, transfer, termination, indemnity and dispute resolution, and they are the ones most often left to a template.

Documents are drafted to sit correctly with the company’s constitution. A shareholders’ agreement that conflicts with the articles is unenforceable against the company to that extent, and we amend the articles at the same time rather than leaving the two documents at odds.

Drafts are delivered in plain, working English, with the negotiable points flagged so you know where you have room to move before you sit down with the other side.

• Written legal opinions on the interpretation of the Companies Act, 2013 and the rules made under it
• Advice on loans, guarantees and investments involving directors and group entities, and on inter-corporate loans and investments
• Related party transactions — identification, approvals, arm’s length and ordinary course, and disclosure
• Board composition, independent directors, key managerial personnel, and the limits on managerial remuneration
• Borrowing powers, restrictions on the board’s authority and the shareholder approvals they require
• Directors’ duties, liabilities, disqualification and indemnification, and the position of officers in default
• Corporate social responsibility applicability, computation, spending and reporting
• Second opinions on positions already taken, and opinions supporting a proposed transaction or filing

An opinion from us states a conclusion and the reasoning that supports it. Where the position is genuinely unsettled we say so, set out the competing views and tell you which we would act on and why — but we do not hide behind the uncertainty.

For boards, we prepare the note that goes into the agenda papers, so that the minute records a properly informed decision rather than a bare approval.

Where an opinion may be tested in a proceeding, it is countersigned by our Partner – Legal, an Advocate, which is frequently what a lender or an investment committee requires.

• Advice on the entry route, sectoral caps, conditions and pricing guidelines applicable to a proposed foreign investment
• Reporting of issue of capital instruments to a person resident outside India, and of transfers between residents and non-residents, on the RBI’s single master form portal
• Reporting for limited liability partnerships receiving or transferring foreign investment, and for downstream investment by an Indian entity
• The annual return on foreign liabilities and assets, and reconciliation of past reporting
• External commercial borrowings — eligibility, loan registration and the monthly return — and advice on end-use restrictions
• The annual activity certificate for an existing branch, liaison or project office, and its closure and the remittance of the surplus
• Overseas direct investment by Indian entities and residents, and the reporting that follows
• Compounding of contraventions before the Reserve Bank of India, including the application and the hearing

We check the position before the money moves. Whether the sector permits the investment, at what price the instrument can be issued, and what has to be reported within how many days — all of it is settled in advance, because none of it can be fixed afterwards without a compounding application.

Where reporting has already been missed, we quantify the exposure, prepare the compounding application to the Reserve Bank and appear at the hearing, rather than leaving the contravention open on the record.

For foreign parents we act as the single point of contact for the Indian entity’s corporate and exchange control compliance, and report in a form that a parent company’s own legal team can follow.

• Private placement of securities — the offer letter, the identification of the offerees, the separate bank account, the return of allotment and the record of offers
• Preferential allotment, including the valuation report and the special resolution and explanatory statement it must support
• Rights issues, bonus issues and the capitalisation of reserves
• Employee stock option schemes and sweat equity — scheme drafting, shareholder approval, grant, vesting and exercise
• Issue of debentures, both convertible and non-convertible, and the security and trustee arrangements around them
• Institutional borrowing, the creation, modification and satisfaction of charges, and the shareholder approvals that borrowing limits require
• Buy-back of securities, reduction of capital and the return of capital to shareholders
• Coordination of the registered valuer’s report, and the closing checklist through to filing and issue of the certificates

We give you the process map before the term sheet is signed — the resolutions, the valuation, the timelines and the filings — so the funding date is realistic and the investor is not told one date and given another.

The private placement provisions are strict and the consequences of getting them wrong are disproportionate. We run the offer as the section requires: to identified persons, from a separate bank account, with the record maintained and the return filed in time.

Our Partner – Finance works alongside on the valuation inputs and the dilution arithmetic, so the cap table the client is looking at is the one that will actually result.