Incorporation

A. Incorporating a company

Step 1: Reservation of Name

RUN is a designated form to reserve the name of a company. Two names in order of preference can be given. The objects for which the company is proposed to be incorporated should be provided in RUN form. The MCA fee for filing this form is Rs.1000, and it can be resubmitted once. Thereby, altogether, four names can be applied using one form. The name will be reserved for a period of 20 days.

Step 2: Incorporation

Part 1: SPICe Form

SPICe stands for Simplified Proforma for incorporating company electronically. Director Identification Number (DIN) can be applied using SPICe Form. The following documents and information are required to be attached with this form:

• INC 9: Declaration by first directors and first subscribers
• DIR 2: Consent to act as directors
• PAN Card of subscribers and directors
• Passport or driving license or voter ID of all subscribers and directors
• Bank statement or electricity bill or telephone bill or mobile bill of all subscribers and directors
• Address for correspondence or registered office address of the company
• Rental agreement/proof of ownership of registered office
• NOC from owner of property
• Latest utility bill of the property
• Capital structure of the company
• Area code of the proposed registered office address. PAN card and TAN card shall be issued along with the certificate of incorporation

NOTE

If the company wishes to have a temporary address for correspondence, it has an option for file INC 22 within 30 days of incorporation of the company.

Part 2: SPICe MoA

SPICe MoA form or INC 33 is a form linked to SPICe. The main objects of the company and other objects have to be provided in this form. The DSC of all subscribers is mandatory to fill this form.

Part 3: SPICe AoA

SPICe AoA or INC 34 is linked to SPICe. SPICe AoA is a ready-made form wherein the company can strike off any article that it does not want to include in its AoA.

Part 4: INC 35 AGILE

INC 35 form is linked form to SPICe form. INC-35-AGILE (application for goods and services tax identification number, employees state Insurance corporation registration plus employee’s provident fund organization registration).

Time limit for incorporation:

MCA takes around 2-3 days for incorporation of a company.

B. Incorporating an LLP

Step 1: Reservation of Name

RUN is a designated form to reserve the name of the company. Two names in order of preference can be given. The objects for which the LLP is proposed to be incorporated should be provided in RUN form. The MCA fees for filing this form is 200/-. This form can be resubmitted once. Thereby altogether 4 names can be applied using one form. The name is reserved for 3 Months.

Step 2: Incorporation of LLP

The form for incorporation of LLP is FILLIP which stands for Form for Incorporation of Limited Liability Partnership in India. The following information and documents are required to file for incorporation of an LLP:

• Subscribers page
• Form 9: Consent to act as designated partner
• Proof of address of registered office
• NOC from the owner of the property
• Rental agreement
• PAN card of partners and designated partners
• Passport or driving license or voter ID of partners and designated partners
• Bank Statement or electricity bill or telephone bill or mobile bill of partners and designated partners
• Contribution

Once the FILLIP form is approved, a certificate of incorporation will be issued by the MCA. The fees for filing this form depends on the amount of contribution.

Step 3: LLP Agreement

The objects for which the LLP is proposed to be incorporated shall be mentioned in Form 3. This has to be filed within 30 days.

Time Limit

LLP incorporation takes approximately 7-10 days.

Filings

There are two kinds of compliances under the Companies Act, 2013. All companies incorporated have to comply with all the requirements as specified under the Companies Act, 2013. Time-based compliances are also known as annual compliances. They include AOC-4 (balance sheet), MGT-7 (annual return) and ADT-1 (appointment of statutory auditors). All other compliances are event-based compliances which triggers whenever an event occurs which requires reporting to the Ministry of Corporate Affairs through a designated form. We undertake filing of all forms which includes preparation of the form, attachments and certification.

Representation before MCA & NCLT

Professionals are empowered under the Companies Act, 2013 to appear on behalf of the company before the Registrar of Companies, Regional Director and National Company Law Tribunal. Chartered accountants are empowered to appear before above authorities as the authorized representative of clients.

We provide corporate law consultancy in areas of drafting, due diligence, fund raising, loan documentation, intellectual property rights, taxation and Labour law compliances.

Due Diligence in mergers and acquisitions is the process of evaluating and investigating a prospective business decision by getting information about the financial, legal, intellectual and other material information from the other party. The ultimate goal of such activities is to make sure that there are no hidden drawbacks or traps associated with the business transaction under consideration. By performing due diligence, a perfect strategy can be evolved to carry out the merger or acquisition.

Mergers and acquisitions revolve around certain specific steps and due diligence is the first step to make the end business successful. Due diligence helps in understanding the following about the company:

• Capital structure including shareholding pattern
• Composition of board of directors
• Shareholders’ agreement or restrictions on the shares, for example, on voting rights or the right to transfer the shares
• Level of indebtedness
• Whether any of its assets have been offered as security for raising any debt
• Any significant contracts executed by it
• The status of any statutory approvals, consents or filings with statutory authorities
• Employee details
• Significant litigation, show cause notices and so on relating to the target and/or its areas of business
• Intellectual property of the company
• Any other liability, existing or potential.

In an increasingly global-scale business environment, the valuation issues surrounding mergers and acquisitions, financial reporting, restructuring, tax planning and disputes have become more complex than ever. Moreover, with India accepting the convergence with globally accepted International Financial Reporting Standards (IFRS), accounting challenges that may have to be tackled during implementation cannot be ignored.

We provide a wide range of valuation services. We provide assistance in the following areas:

i. Tangible Asset Valuations

We assist our clients in evaluating, identifying and valuing tangibles and intangibles for the purpose of purchase price allocation (PPA) and also advise clients on accounting impacts before deal execution by carrying out pre-deal PPAs.

ii. Intangible asset valuations:

We value and apprize intellectual property assets like patents, copyrights, trademarks, trade names or brands, research and development assets, products in R&D stages, etc. We review license and franchise agreements from a valuation perspective. We also value and evaluate intangible assets like contractual and non-contractual customer relationships, core deposit intangibles, customer lists and non-compete agreements.

iii. Share valuation

We offer independent advice to boards of directors to help them determine the right price to pay or accept for a business. We help evaluate shareholder value for stakeholders.

iv.Business valuation

Business Valuation for a broad range of industries including financial and professional services, technology, manufacturing, hospitality, etc.

Valuation issues

The use of valuation of an asset/share/business in a specific transaction shall have a multi-fold effect impacting various stakeholders at various levels. For example: parties to the transaction, income tax department, RBI & many other minor stakeholders.

Services

• In-depth analysis of different variables in the valuation study.
• Expert level solutions to adhere various regulatory compliance.
• Certifications as per different regulatory authorities.

We provide the following services under IFRS:

• Review existing accounting policies and suggest changes for compliance with IND AS/IFRS
• Assist in preparing IND AS/IFRS compliant financial statements
• Develop and implement roadmaps and blueprints for IND AS/IFRS adoptions
• Develop and review administrative and internal control procedures in relation to IND AS/IFRS
• Assist in forming an opinion in any IND AS/IFRS related matter
• Assist in filing IND AS/IFRS financial statements in XBRL format
• Help companies in estimating the fair value of an asset/liability in accordance with IND AS/IFRS

A business plan is a formal statement of a set of business goals, the reasons why they are believed attainable, and the plan for reaching those goals. It may also contain background information about the organization or team attempting to reach those goals.

Objective

• To raise capital or debt
• For the investors to make investment decisions
• Structuring deals
• Future planning by top management
• To arrive at the capital requirement of the company

We take end to end responsibility to prepare business plans for companies based on inputs from the management in the following areas:

• Revenue and cost
• Human resource employed
• Working capital cycle which includes the details of stock, debtors and creditors
• Proposed leverage ratio and
• Historical financial statements

An employee stock ownership plan (ESOP) is an employee-owner program that provides a company’s workforce with an ownership interest in the company. In an ESOP, companies provide their employees with stock ownership, often at no up-front cost to the employees. The designing of an Equity based compensation scheme goes through three stages – conceptualization, consummation and communication.

Here how we can help you start crafting an ESOP/ESAR plan:

• Determining the objective of the management
• Involving a specialized team to take the required inputs to make sure the items in the plan can be done effectively
• Customized/Fixed time frame to implement the plan and delivering timely communication

Our experts advise on outlining an optimal deal and assist in effecting the transactions. We provide better solutions to support a wide range of transactions by understanding the pros and cons involved and see that the ultimate objectives of the arrangement are achieved by providing a list of alternative routes available. We also ensure that the arrangement is in compliance with all applicable statutes.