Services

Incorporation

4

Incorporation of Companies as per Act 2013

  • Obtaining Digital Signature Certificate (DSC) of proposed Directors;
  • Obtaining Director Identification Number (DIN) of proposed Directors;
  • Filing of form INC-1 for reservation of name;
  • Drafting and preparation of incorporation documents;
  • Drafting of Memorandum and Articles of Association (MOA & AOA);
  • Filing of incorporation documents including MOA & AOA in SPICe form INC-32, INC-33 & INC-34;
  • Printing of share certificates;
  • Obtaining PAN/TAN of Company;
  • Assistance in opening of bank account of the Company;
  • Adjudication of stamp duty on shares certificates.

 

Incorporation of Limited Liability Partnership

  • Obtaining Digital Signature Certificate of the proposes Partners;
  • Obtaining Designated Partner Identification Number;
  • Filing of Form LLP-1 for reservation of name;
  • Drafting and preparation of incorporation documents;
  • Filing of incorporation documents in Form LLP-2;
  • Drafting of LLP Agreement;
  • Filing of LLP Agreement in Form LLP-3;
  • Obtaining PAN and TAN;
  • Assistance in opening of bank account of the LLP.

Co-founder/

Employment/Advisor

s2

Issuance of shares to Employee under ESOP

  • Drafting of Employee Stock Option Scheme/Policy;
  • Drafting of Employee Stock Option Agreement;
  • Drafting of notice, agenda and minutes of Board Meeting to consider and approve the ESOP;
  • Formation of Compensation Committee;
  • Drafting of notice and explanatory statement to hold EGM to take the approval of Shareholders;
  • Filing of necessary forms to Registrar of Companies (ROC).

 

Advisory Services

  • Negotiation of Advisory fee
  • Negotiating and structuring of Advisory equity
  • Drafting of Advisory Services Agreement

Compliance

Management

s3

Annual Filing with the Registrar of Companies (ROC) under Companies:

  • Filing of financial statement and other related documents with the Registrar in form AOC-4;

  • Preparation of the Annual Return in the prescribed Form MGT 7;
  • Signing of the Annual Return as per Section 92 of the Companies Act, 2013;
  • Certification in Form MGT‐8 as per section 92(2) & Rule 11(2) of the Companies (Management and Administration) Rules, 2014.

Event based regulatory filings with Registrar of Companies under Companies,Act 2013:

  • Shifting of registered office from one state to another under Section 13;
  • Approval under Section 196 & 197 relating to appointment & remuneration of Managerial Persons;

  • Registration of charge;
  • Condonation of delay in filing of Charge under Section 87;
  • Registration/closure of place of establishments viz; Branch/Project/Liaison & Representative office (s) foreign companies in India and Compliance Management thereof;
  • Compounding of Offences under section 441 of the Companies Act, 2013;
  • Change of name of the Company;
  • Conversion of public company into private company and private company into public company;
  • Change in MOA & AOA of Company;
  • Offer issue and allotment of securities under private placement, preferential allotment or right issue;
  • Appointment/Resignation/Removal of directors;
  • Increase in authorized share capital of the Company;
  • Share transfer compliances;
  • Restructuring (Merger/Acquisitions & Winding Up) of Company.

 

Regulatory filings with the RBI under Foreign Exchange Management Act, 1999:

  • Regulatory approvals including Foreign Investment Board (FIPB), Reserve bank of India (RBI), Secretariat of Industrial Approval (SIA), ROC and other concerned authorities;

  • Assisting in preparation of regular compliances;
  • Maintain a check on compliance (FDI, ODI, Export, Import etc.);
  • Requirements and compliances under FEMA for making investments Outside India (Overseas Investments);
  • Foreign Direct investments (FDI) and External Commercial Borrowings(ECB);
  • Compounding of offences under FEMA;
  • Filing of Advance Remittance Reporting Form to RBI;
  • Filing of Form FC-GPR;
  • Filing of Form FC-TRS;
  • Allotment/Transfer of shares to non-residents;
  • Issue of Statutory Certificates under FEMA & RBI regulation;
  • Certification of Form FC – GPR, TCR, TCK& TDS for remittances of foreign exchange and other certifications under FEMA, 1999 and various rules and regulations made there under;
  • Obtaining Import – Export Code (IEC) from DGFT.

Investment

Structuring

s4

Investment Structure

  • Conceptualization and advisory on investment transaction structures
  • Negotiation and drafting of term sheets
  • Negotiation and drafting of Definitive Agreements
  • Share Subscription Agreements
  • Shareholders’ Agreement
  • Share Purchase Agreement
  • All support including calls, till the closure of the transaction

 

Investment Compliances

  • Filing of E ‐ forms with the concerned Registrar of Companies
  • Obtaining Designated Partner Identification Number
  • MGT ‐ 14 for passing special resolution with respect to alteration in Articles of Association of the Company
  • PAS ‐ 3 for allotment of shares to the investors
  • DIR ‐ 12 for the purpose of appointing Investor Director, and other relevant e ‐ forms as maybe required

Third Party

Agreements

s5

Drafting/Reviewing/Vetting of relevant agreements to be executed with third parties

Illustration :

  • Non ‐ Disclosure Agreements
  • Service Agreements
  • Vendor Agreements
  • Client Contracts
  • Marketing Alliance Agreements
  • Lease Agreements
  • Leave and License Agreements
  • Business Conducting Agreements, etc.

 

Drafting of Website/Mobile-App related Agreements:

  • Terms of Use
  • Privacy Policy
  • End ‐ user License Agreement

Due Diligence

s6

Conducting legal due diligence of the investee company with respect to:

  • Companies Act, 2013
  • Foreign Exchange Management Act, 1999
  • Employment/Labour Laws, as applicable
  • Intellectual Property Laws
  • Third Party Agreements executed by the investee company
  • Litigation

Intellectual

Property

s7

Trade Mark Registration

  • Verification of class of Trade Mark and checking its availability
  • Preparation of Trade Mark Application
  • Filing of the Trade Mark Application with the Trade Mark Registrar
  • Registration of the Trade Mark.

IP related Agreements:

  • Invention and Intellectual Property assignment Agreements