|
Investment
and Business In India
India is the seventh
largest and the second most populous country in the world. It is also
the 4th largest economy in the world. A series of ambitious economic
reforms aimed at deregulating the economy and stimulating the foreign
investment has moved India
into the front-runners of the rapidly growing Asia Pacific Region and
unleashed the latent strength of a complex and radically changing nation.
Today India
is one of the most exciting markets in the world. Skilled managerial
and technical manpower that matches the best available in the world and
a middle class whose size exceeds the population of the USA or the
European Union, provide India with a distinct cutting edge in global
competition. India's
time tested institutions offer foreign investors a transparent
environment that guarantees the security of their long-term
investments. These include free and vibrant press, a well-established
judiciary, a sophisticated legal and accounting system and a
user-friendly intellectual infrastructure. India's dynamic and highly
competitive private sector has long been the backbone of its economic
activity and offers considerable scope for foreign direct investment,
joint ventures and collaborations.
One can enter the Indian market in more ways
than one. These are:
- Liasion offices
- Branch
Offices
- Project
Office
Foreign Direct Investment:
- Joint
venture:
with an Indian partner
Public Holding of Part Shares
- 100%
Owned subsidiary
- Appointing
Agent or Distributor
- Maintenance
and support arrangements
Relevant link
http://www.rbi.org.in/scripts/BS_ViewMasCirculardetails.aspx?id=5094
Registration of FIIs:
FIIs who fulfill the
conditions under Regulation 6 of the the SEBI
(Foreign Institutional Investors Regulations, 1995), can make an
application for registration
Dealing in shares and securities
Subpoints:
Transfer of
Shares/Securities from Non-residents to Non-residents
Transfer of
Shares/Bonds/Debentures from Non-residents to Residents:
Responsibility
of Companies Registering Transfer of Shares/Securities in favour of Non-residents:
Relevant
link
http://www.rbi.org.in/scripts/BS_CircularIndexDisplay.aspx?Id=1933
External Commercial Borrowings:
External
Commercial borrowings are one of the modes for sourcing of funds for corporates. The Government of India has come out
with guidelines for approval of external commercial borrowings. These
guidelines reflect the government's desire of maintaining prudent limits
for total external borrowings and at the same time give flexibility to corporates. The guiding principles of ECB policy
are to keep borrowing maturities long, costs low, and encourage
infrastructure and export sector financing which are crucial for overall
growth of the economy
Relevant
Link
http://www.rbi.org.in/scripts/BS_ViewMasCirculardetails.aspx?id=5116
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COMPANIES
ACT, 1956
Formation /
Incorporation of the Company
§
Company with Limited Liability by Share (Private
& Public Company)
§
Company with Limited Liability by Guarantee
(Private & Public Company)
§
Company formed under section 25 of the Companies
Act 1956
Registration,
Modification and Satisfaction of Charges
Maintenance
and Assist in preparation of Secretarial records
Company Law Board Petitions (CLB):
§
Petition for confirming alteration in Memorandum of
Association as to Change of Place of the Registered Office from On e
State to another. [Section 17 (2)]
§
Application for extension of time for filing
documents for registration of alteration [Section 18(4)]
§
Petition to sanction issue of share at discount
[Section 79(2)]
§
Petition for rectification of Register of Member on
any ground including refusal of registration of transfer/ transmission
of share by the Company [Section 111]
§
Petition for extension of time or condonation of delay in filing the particulars of a
charges or modification of a limitation of payment or satisfaction of a
charges with the Registrar of Companies [Section 141 (1) & (3)]
§
Petition to direct inspection of registers and
returns or to furnish the copies thereof [Section 163(6)]
§
Petition to pass an order directing immediate
inspection of minutes books or directing a copy thereof [Section 196
(4)]
§
Petition to pass an order directing immediate
inspection of register maintained under section 303. [Section
304(2)(b)]
Obtaining necessary approval of regional
director
§
For Inter Corporate Contracts under section 297
§
Change in name of the Company.
Application to Department of Company Affairs
·
Appointment of Managing Director / Manager under
Section 269 read with schedule XIII
·
Increase in Managerial remuneration beyond the
limits specified
·
Waiver of recovery of excess remuneration
·
Such other applications as may be required
Winding
up of Company
§
Defunct Company (Section 560)
§
Voluntary Winding Up
§
Winding up by Creditors
§
Act as a voluntary liquidator
Amalgamation / Merger / Take Over of the
Companies
§
Due Diligence
§
Drafting of schemes for mergers and amalgamation
§
To comply with all other legal formalities
necessary for mergers/ amalgamation/takeovers.
Legal Opinion on various Company Law Matters
SEBI
§
Assisting Mutual Funds to comply with SEBI
Regulations.
§
Appearing at SEBI hearing for and on behalf of
clients.
§
Other necessary compliance as applicable.
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Banking Insurance and Finance
Service
provided to Banks & Financial Institutions:
(I)
REGISTRATION OF CHARGES
We
offer following services in connection with the Registration of Charges
- Preparation
of Form 8 & 13 or 17 & 13
- Getting
the same signed by bank and the borrower
- Filing
the same with relevant Registrar Of Companies
- Obtaining
the Certificate of Registration of Form 8 and 13 or 13 and 17.
(II)
Search Reports
Banks
and various State Financial / Industrial Investment Corporations, while
granting loans to Companies invariably obtain a Search/Status report on
the position of borrowings made by the Company and the particulars of
charges created by the Company on its assets. This is a part of the
security aspect of the amount proposed to be lent. Banks/Financial
Institutions used to prepare these reports through their own officers
by inspecting the records maintained at the office of the Registrar of
Companies.
(III)
Loan Documentation
Bank
executes loan document while executing loans. The same get renewed
every year. The bank would surely like to know that whether they have
complied with all the requirements of the Companies Act, 1956 for
executing and further whether they have taken all precautionary steps
to secure and satisfy themselves that borrower is capable of repaying the
loan and the property is not subject to further charge without NOC from
the bank. This of course, comforts bank in audit as well as while
dealing with the main branch.
We at
Mehta and Mehta carry out necessary study of documents and search
reports carried out and can issue the certificate to the relevant bank
as regards to precaution taken by the bank and compliance under
Companies Act, 1956, which carries out the purpose aforesaid.
Drafting
gratuity superannuation and getting approval from income tax authorities:(Insurance)
- Drafting
of superannuation and gratuity scheme
- Getting
the approval of the same from the Income Tax Commissioner
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Certification
& Audit
A)
Certification:
- Secretarial
Compliance Certificate
- Annual
Return Certifications
- Securities
related work (rectification of bad deliveries)
B)
Audit:
- Transfer
and DEMAT Audit (Clause 47C)
- Depository
Participant Audit
C)
CDSL/NSDL/Broker compliance audit
D)
Due Diligence:
Due diligence of company with respect to Companies Act or any othjer laws or guidelines, which
is applicable to particular company in which, the company
operates.
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IPR
Protecting
intellectual property is often paramount to a new company's success.
With a dedicated team Mehta & Mehta, has all the legal, support,
experience to safeguard your company's brainpower assets.
a)
Trade Mark:
What is a Trademark?
A
Trademark is a "Mark" capable of distinguishing the goods or
services of one person from those of others. It can be words, names
symbols, brands, devices, headings, labels, tickets, signatures,
letters or numerals or any combination thereof used or proposed to be
used by manufacturers of goods to identify and to distinguish their
goods from goods manufactured and sold by others.
Benefits of Trademark registration
The
goodwill of the business solely depends on the Trademark and
registration of the same provides the unquestionable evidence of
Ownership. A registered Trademark acquires a special protection from
all kinds of infringements, in the eyes of Law. A registered Trademark
or marks deceptively similar to the same cannot be used by other
manufacturers or service providers unless authorised
by the certificate holder. Strict legal action can be taken against
such infringements and punishment includes imprisonment up to 2 years.
Trademark registration in India can be used as a
basis of obtaining registration in foreign countries as well.
For the
marketing of a product or service, the indispensable factor is a Brand
name or Trademark, without which marketing fails and is next to
impossible. In brief we can say marketing is never independent from a
Trademark. There are many reasons why Trademark is imperative for
marketing. Due to the increasing globalization, the concept of
Trademark has attained its deserving importance and large efforts have
been made by the central government and judiciary to ensure and protect
the rights of registered users. Trade and merchandise marks Act 1958
has been amended and updated to meet with the current scenario by the
new Act called Trademarks Act 1999. Prior to which Trademark was only
allowed and recognized for products only. The recognition given and the
provisions for allowing registration of marks related to services, make
the Trademarks Act 1999 of its kind. S. 2(z) has been incorporated in
the new Trademark Act in par with WTO (world Trade Organization).
Service means in connection with business of any industrial or
commercial matters such as banking, communication, education,
financing, insurance chit funds, real-estate, transport, storage,
material treatment, processing, supply of electrical or any other
energy, boarding, lodging, entertainment, amusement, construction,
repair, conveying of news, or information, advertising etc. Needful to
say that it has definitely enlarged the scope of Trademarks in India.
The procedure for registering Trademarks has been simplified in many
aspects. A comparison of the new Act with the old one reveals that the
framers have given keen attention and importance to protect the right
of the registered and bonafide users from the
infringes. The punishment for infringement has been enhanced from 1
year to 2 years, which shows the growing need and protection of
Trademark in the recent era. The concept of well-known Trademark is
another specialty of the new Act, which recognizes and protects the
marks of Multi national companies. A mark which is popular or known in
a country other than India
will also be considered as a well-known mark in India
and shall be protected.
What Trademark can be registered?
1.
The name of a Company, individual or firm
represented in a particular or special manner.
2.
The signature of the applicant for registration.
3.
One or more invented words.
4.
One or more words having no direct reference to the
character or quality of the goods and not being according to its
ordinary signification, a geographical name or a surname or a personal
name or any common abbreviation thereof or the name of a section, cast
or tribe in India
5.
Any other distinctive Trademark
6.
A Trademark, which has acquired distinctiveness by
use over a prolonged period of time, may be registered.
Trademark
which cannot be registered
Trademark, which is identical or deceptively similar to a Trademark,
which is already registered or has already been applied for in the name
of a different proprietor in respect of the same goods or description
of goods, may not be registered. Also a mark, the use of which would be
likely to deceive or cause confusion; the use of which would be
contrary to any law in force which comprises or contains scandalous or
obscene matter or matter likely to hurt the religious susceptibilities
of any class or section or the citizens of India; may not be
registered.
Trademark Search
Before
the investment it is advisable to conduct a search with registrar of
Trademark to ascertain whether any identical or similar marks are
registered or pending on record. It would be helpful to save valuable
time and money to a great extent. A trademark search is designed to
identify pre-existing trademarks that have the potential to conflict
with mark we desire to register and there by avoid conflicts and
violation of the right of others.
Who can
apply for a Trademark?
The
application has to be filed in the name of the owner of the Trademark;
usually an individual, corporation, or partnership firm. Generally, the
person who uses or controls the use of the mark, and controls the
nature and quality of the goods or service in respect of which it is
used is the owner of the mark.
How long
the registration lasts.
Once
the Trademark is registered, the same is valid for 10 years from
issuing the certificate and can be renewed periodically.
b)
Copyright:
- Drafting
and making necessary applications to relevant authority
- Liaison
with the office of the Trademark
- Replying
their queries
- Representing
the clients
c)
Patents:
What is a patent?
Patent
is an exclusive right, given to the inventor with respect to his
invention, by the country for a limited period of time. The inventor
becomes the owner and gains the power to avail the maximum commercial
benefit out the said invention. The exclusive right includes,
preventing others from unauthorized and illegal manufacturing of the
patented products.
Patent
can be granted only for inventions, and those, which are not, cannot be
patented.
What
are not inventions and cannot be patented?
1.
An invention which is frivolous or which claims
anything obviously contrary to well established natural laws;
2.
An invention the primary or intended use of which
would be contrary to law of morality or injurious to public health;
3.
The mere discovery of a scientific principle or the
formulation of an abstract theory;
4.
The mere discovery of any new property or new use
of a known substance or of the mere use of a known process, machine or
apparatus, unless such new process results in a new product or employs
at least one new reactant;
5.
A substance obtained by a mere admixture resulting only
in the aggregation of the properties of the components thereof or a
process for producing such substance;
6.
The mere arrangement or re-arrangement or
duplication of known devices each functioning independently of one
another in a known way;
7.
A method or process of testing applicable or other
equipment of manufacture for rendering the machine, apparatus or other
equipment more efficient or for the improvement or restoration of the
existing machine apparatus or other equipment or for the improvement or
control of manufacture.
8.
A method of agriculture or horticulture;
9.
Any process for the medical, surgical, curative,
prophylactic or other treatment of human beings or any process for
similar treatment of animals or plants to render them free of deceases
or to increase their economic value or that of their products;
10.
Inventions relating to atomic energy
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Legal
Consultancy
Debtors
portfolio management:
- Issuing
Show Cause notice
- Persuasion
of conciliation between parties
- Incase
of failure of conciliation, initiating necessary legal proceedings
and carry out the same.
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Mutual
fund
·
Drafting and maintenance of all secretarial
registers and records i.e., agenda and minutes of the board as well as
committee meeting.
·
Other Functions like Marketing / Investor Services/
Compliance documentation
·
Drafting and updating various departmental code
e.g. Advertisement code/advising processes for ensuring the
implementation
·
Checking the validity of legal documentation with
regards to the corporate clients for e.g. whether proper board
resolution has been passed by the company, execution of proper power of
attorney etc., which identifies the eligibility or otherwise of the
investors as such
·
Suggesting the standard documents and resolutions
to be accepted by MFs
·
Checking the legal validity of security created in
favor of the companies in case of secured debentures (in the case of
secured debt investments)
·
To review the services of Registrars and custodians
on the basis of reports submitted by them and audit by random checking
·
To perform Secretarial audit at regular interval.
·
To carry on orientation programmes
for various departments.
·
To co-ordinate with distributors for proper legal
compliance as mutual fund itself is
responsible on behalf of distributors. To carry out inspection and
audit of distributors and its various collection centers. As such in
case of retail investors these is going to be a crucial chain. Any
non-compliance, misrepresentation, or mistake leads to loss of
confidence of investors. An empanelled Company Secretary can be
authorized to carry out this audit
·
Drafting, updating and vetting the offer documents
/ Addendums / Compliance Manuals in view of the risk management
guidelines
·
Preparing common offer documents/ KIMs
·
Checking the AMFI certification of all the
participants of MFs
·
Confirming that all the reports are based on facts
and are in compliance with the regulations
·
Periodic due diligence and compliance audit by MFs.
·
To prohibit and keep constant control in the
adherence of the insider trading of the employees as laid by SEBI
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Asset Reconstruction
Company
ASSET RECONSTRUCTION COMPANIES ( ARCs), created under
Section 3 of the "Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest (SARFAESI) Act, 2002".
acquire NPAs / Stressed Assets from Banks and FIs.
The role played by ARCs is crucial in cleaning up the
Balance Sheets of Banks and also in reviving the Sick / Non-Performing
Companies, through Restructuring, to "Turn- around" and
operate profitably.
RBI, SEBI and the Companies Act, 1956, have set the
Guidelines under which an ARC can operate.
We at Mehta & Mehta Corporate Advisory Services, is
serving the ARCs in various ways as elaborated hereunder:-
Our Services to ARCs:
·
Technical Due Diligence.
·
Property Search, Search Report, Charge Registration.
·
Legal Due Diligence.
·
Resolution Strategy - Preparation, Implementation, and
Monitoring.
·
Resolution Strategy - For a Single large case or a Portfolio
of NPAs.
·
Drafting of Agreements, Documentatio relating to Transfer
of Debt.
·
Audit of NPAs - Proprietary, Management
and Concurrent Audit.
·
All Compliances - Regulatory, Statutory, Case
Specific and Otherwise.
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Alternate
Dispute Resolution(ADR)
The
term 'ADR', is technically an abbreviation for 'alternative dispute
resolution'
Alternate
Dispute Resolution or "ADR", means the wide variety of
methods by which conflicts and disputes between the parties to the
disputes are resolved through mediation and negotiation and
conciliation.
The
need for ADR was felt due to pendency of the
cases before the judiciary system of the Country. It is in this context
that a Resolution was adopted by the Chief Ministers and the Chief
Justices of States in a conference held in New Delhi on 4th December
1993 under the chairmanship of the the Prime
Minister and presided over by the Chief Justice of India.
The
concept of ADR is not new to India. In the earlier times
the parties used to settle the disputes through the panchayats.
In 1899 the Indian Arbitration Act was passed which was repealed by the
The Arbitration Act, 1940 and ultimately by
The Arbitration and Conciliation Act, 1996.
The
Code of Civil Procedure (Amendment) Act,1999 inserted a new Section 89
in the Code of Civil Procedure, 1908 providing for the settlement of
disputes outside the Court through
1.
Arbitration
2.
Conciliation
3.
Settlement through Lok Adalat
4.
Mediation
In India
the Alternate Dispute Resolution is covered under The Arbitration and
Conciliation Act,1996, which provides that If parties to the agreement
choose the arbitration as a mode of settlement of disputes, then the reference
of the disputes to the civil court is barred. The Act removes judicial
interference during the pendency of the
arbitration and award can be challenged only if it is in conflict with
public policy of India.
Alternate
Dispute Resolution Methods:
The
following are the most commonly used alternate dispute resolution
mechanisms:
1.
Mediation
2.
Arbitration
3.
Mini- Trial
4.
Conciliation
5.
Ombudsman Strategy
1.
Mediation
Mediation
is a process of dispute resolution by negotiation. The mediator acts as
a facilitator assisting the disputing parties in communicating and
negotiating more effectively, thereby enhancing their ability to reach
a settlement. He has no authority to adjudicate on the issues in
dispute. His role is to explain to the parties the process of mediation
and to create an atmosphere where the parties feel free to discuss the
issues in dispute between them openly and come to solution..
2.
Arbitration
Arbitration is a procedure for the resolution of disputes on a private
basis through the appointment of an arbitrator, an independent, neutral
third person who hears and considers the merits of the dispute and
renders a final and binding decision called an award. As soon as the
arbitrator is appointed, he communicates his appointment to the parties
to the dispute and invites the parties for a preliminary hearing and to
fix his remuneration and also terms and requirements of the
Arbit4ration Agreement. Other proceedings are as follows;
- Filing
the claim
- Filing
the statement of defence
- Counter
claim
- Pleadings
and submission of Evidence
- Hearings
- Interim
Relief
- Arbitral
Award
3.
Mini- Trial
The mini-trial is not really a trial at all but a combination of
negotiation, mediation and adjudication processes. In this process, the
parties select a mutually acceptable adjudicator, to preside over an
abbreviated hearing and to render an opinion as to the likely outcome
of the matter at trial. The adjudicator has no authority to make a
binding decision other than on procedural matters relating to the mini-trial.
4.
Conciliation
If the
parties to the dispute are desirous to conciliate, one or more
conciliators can be appointed. The conciliator after studying the
documents and statements of the parties holds a meeting of the parties.
Each of the parties is called upon to represent its viewpoints. The
conciliators role is to listen each of the parties, to take notes and
to ask questions. Upon the conclusion of the representations the
conciliator may decide to talk to parties separately. Thereafter
conciliator will propose a solution to the dispute and if it is
accepted by the parties, becomes settlement agreement.
5.
Ombudsman
It means a person who investigates the reported complaints and achieves
equitable settlements.investigates and
expedites complaints, helping either of the parties settle a dispute or
proposing changes to make the system (or employer, government agency,
business, etc.) more responsive to the needs of the complainant. In
India, although the institution of Ombudsman does not exist much in the
private sector as it does in other western countries, some of the
corporate houses and call center firms have come forward and introduced
the institution of Ombudsman as a part of their Human Resource
Department, to solve the problems of their employees.The
Government has also introduced an Insurance Ombudsman in 1998 and SEBI
has introduced a Banking Ombudsman recently.
The
award of the ombudsman is final and binding on the parties to the
dispute and no appeal will be preferred from such award.
International
Arbitration
Under
UNICITRAL Model Law International Arbitration can be resorted to
following commercial transactions:-
any trade transaction for the supply or exchange of goods or services,
distribution agreement, commercial representation or agency, factoring,
leasing, construction of works, consulting, engineering, licensing,
investment, financing, banking, insurance, exploitation agreement or
concession, joint venture and other forms of industrial or business
co-operation, carriage of goods or passengers by air, sea, rail or road
An
arbitration is international when
- the
parties to an arbitration agreement have, at the time of the
conclusion of that agreement, their places of business in
different States; or
- one of
the following places is situated outside the State in which the
parties have their places of business:
- the
place of arbitration if determined in, or pursuant to, the
arbitration agreement;
- any
place where a substantial part of the obligations of the commercial
relationship is to be performed or the place with which the
subject-matter of the dispute is most closely connected; or
- the
parties have expressly agreed that the subject-matter of the
arbitration agreement relates to more than one country.
There are
several international/ national arbitral authorities the services of
which can be availed like:
- The
Chartered Institute of Arbitrators (U.K.)
- The
American Arbitration Association (USA)
- The
International Court of Arbitration
- London Court of International
Arbitration
- International Center for Settlement of
Investment Disputes
Applicability
of Arbitration and Conciliation Act to International Commercial
Arbitration:
If the
arbitration is held in India,
the provisions of Part-1 of the Arbitration and Conciliation Act, 1996
compulsorily apply and the parties to the dispute are free to the
extent permitted by the derogable provisions
of Part-1. If the Arbitration is held outside India the provisions of
Part-1 will unless the parties by agreement express or implied ,
exclude all or any provisions.
The act
also applies to International Commercial arbitration which takes place
non conventional country i.e. a country which is not a signatory to
either the New York
convention or the Geneva convention.
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Business
Process Outsourcing(BPO)
What
is Outsourcing?
Outsourcing is a standard business practice, used in every industry,
which involves delegating work to an outside company. Traditional outsourcing
is broad and undefined; it can mean hiring anyone to do anything.
What
is Business Process Outsourcing?
Business Process Outsourcing, or BPO, means working with an outside
company to run your business. BPO vendors take care of non-core - but
essential - business needs and support functions. BPO is defined as
delegating a business process or function to skilled and experienced
professionals. For example, an architect firm designs buildings; they
hire an outsourcer to take care of their payroll, benefits, and
technology needs. By doing so, the designers can maintain focus on what
they do best - create, develop, and propose building plans.
Benefits
:
1.
Productivity improvement
2.
Access to expertise
3.
Operational cost control
4.
Cost saving
5.
Improved accountability
6.
Improved HR
7.
Opportunity to focus on
core business
General
Acts applicable to a BPO company / unit with specific reference to a
call center:
1.
The Companies Act 1956
2.
The Income Tax Act 1961
3.
IT & ITES ( Information Technology &
Information Technology Enabled Services ) Policy 2003
4.
Bombay Shops &
Establishment Act 1948
7.
Foreign Exchange Management Act 1999
8.
Information Technology Act 2000
Compliance
under The Companies Act 1956 :
INCORPORATION
DETAILS
|
Name of the Company
|
|
|
Registration Number
|
|
|
State of Incorporation
|
|
|
Date of Incorporation
|
|
|
Registered Office address at Incorporation
|
|
|
Change of name, if any
|
|
|
Change in status, if any
|
|
|
Promoters (Subscribers to Memorandum of Association and
Articles of Association)
|
|
DETAILS OF SUBSCRIBERS TO THE
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AS MENTIONED
THEREIN
|
NAME, FATHERS'
/ HUSBAND'S NAME & ADDRESS
|
OCCUPATION
& AGE
|
NO. OF SHARES
TAKEN
|
FACE VALUE PER
SHARE
|
|
|
|
|
|
Witness:
FIRST
DIRECTORS
Name:
|
Fathers'/ Husband's Name & Address
|
|
|
Date of Appt. (dd/mm/yy)
|
APPT. AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
|
Date of Resign. (dd/mm/yy)
|
RESIGN AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
Name:
|
Fathers'/ Husband's Name & Address
|
|
|
Date of Appt. (dd/mm/yy)
|
APPT. AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
|
Date of Resign. (dd/mm/yy)
|
RESIGN AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
Form 32
--- This is the Statutory Form to be filed within 30 days with the ROC
of any change in the Board of Directors of the Company.
DETAILS
OF MOA AND AOA
Memorandum
of Association:
Main
Object of the Company
Articles
of Association:
Amendments in Articles of Association
Other
Directors
Name:
|
Fathers'/ Husband's Name & Address
|
|
|
Date of Appt. (dd/mm/yy)
|
APPT. AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
|
Date of Resign. (dd/mm/yy)
|
RESIGN AT BOD/GM
|
FORM 32 FILED ON
|
|
|
|
Existing
Directors
DETAILS
OF SPECIAL RESOLUTIONS PASSED AT AGM/EGM (FORM 23)
Passing
of any Special Resolution in the meeting of the members requires form 23
to be filed with the ROC within 30 days of passing the resolution.
|
SR.NO.
|
RESOLUTION FOR
|
DATE OF
RESOLUTION
|
PASSED AT
/EGM/AGM
|
FORM 23 FILED
(Y/N)
|
|
1.
|
|
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REVIEW OF BOARD MEETING MINUTES
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SR. NO.
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BM DATE
(DD/MM/YY)
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MATTERS
CONSIDERED
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FORMS TO BE
FILED
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1.
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REVIEW OF GENERAL MEETING MINUTES
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SR. NO.
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BM DATE
(DD/MM/YY)
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MATTERS
CONSIDERED
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FORMS TO BE
FILED
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AUTHORISED SHARE CAPITAL CHANGES
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DATE OF AGM/
EGM
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INCREASED FROM
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INCREASED TO
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FORM 5 &
23 FILED ON
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FORMS AND RETURNS FILED WITH ROC
(From
the ROC file)
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FORM NO.
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DUE DATE
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FILED ON
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PURPOSE
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REGISTERS MAINTAINED
- Compliance
under The Income Tax Act, 1961
Deduction under Section 10A / 10B
Deduction under Section 80HHE
- IT
& ITES ( Information Technology & Information Technology
Enabled Services ) Policy 2003
Fiscal Incentives :
1.
Exemption from Electricity Duty
2.
Exemption from Stamp Duty
3.
Octroi/ Entry Taxes
4.
Central Sales Tax
5.
Lower Property Tax
6.
Power Supply at industrial rates
7.
Provisions relating to Floor Space & FSI
Non Fiscal Incentives :
8.
Permission for 24*7working hours
9.
No restriction on employing women workers
10.
Relaxation of labour laws
and statutory returns thereon
11.
BPO units treated as " Essential Services
" & " continuous process " units
12.
Unlimited captive & backup power generation
permitted
13.
Permission for IT units in IT parks to be "
Independent Power Producers"
14.
Data Protection & Consumer Privacy Act
- Compliance
under Bombay
Shops and Establishment Act, 1948
Sections
13, 14, 15, 18 and 33(3) are applicable subject to certain terms
and conditions
- Compliance
under STPI
ACCOUNTS:
Each of
such unit is required to maintain separate accounts for its operations.
Separate annual balance sheets will have to be made for each such unit
which would then become a part of the main balance sheet of the
company. For maintaining separate accounts the following will have to
be done:
a.
Maintenance of cash book.
b.
Maintenance of Bank book.
c.
Maintenance of separate cash and bank vouchers.
d.
Maintenance of sale invoices. These should be
numbered to avoid confusion. One copy of the export invoice should be
got endorsed by the Banker's and kept in record.
e.
Maintenance of party-wise ledger for both debtors and
creditors.
f.
Maintenance of fixed asset register.
g.
Maintenance of "Foreign Inward Remittance
Certificates (FIRCs)" file where the
original of the FIRC's are kept.
h.
Maintenance of "Bank Realization Certificates
(BRCs)" file where the original of the BRCs are kept.
i.
Maintenance of purchase order file where copies of
all purchase orders issued are kept. The purchase orders should be
numbered to avoid confusion.
j.
Maintenance of contract file, where copies of
contracts received from buyers are maintained.
k.
Preparation of monthly trial balance.
l.
Preparation of yearly balance sheet for the unit
which would ultimately become a part of the balance sheet of the
company.
BANKING:
Each unit is required to maintain separate bank accounts for its
operations. The unit is free to have as many bank accounts as it
desires but shall have to designate a single branch of a bank through whom all export documents will be submitted. In
other words the work of handling of all shipping documents and
realization of export proceeds will have to be entrusted to this
designated bank branch.
CUSTOMS
BONDING:
Customs Bonding of unit should be kept upto
date. The customs bonding is renewed on a yearly basis for STP units which in the normal course expires on 31st
December each year. Application for renewal should be made sufficiently
in advance and the unit must ensure extension of permission well in
advance of expiry.
TRANSFER
AND REALLOCATION OF IMPORTS MADE BY SUCH UNITS:
All imports made by such units are regulated and re-warehoused in the bonded
facility of such units. Prior specific approval of STPI and Customs is
required for transferring any such imported equipment/goods. A copy of
the permissions granted to be maintained in a separate file. Necessary
entry to be made in Warehousing Register APPENDIX-XXXIX at the time of
transfer. This entry is to be signed by customs/excise inspector in
normal course.
RE-EXPORT
OF IMPORTED GOODS FOR REPAIRS / REPLACEMENTS ABROAD:
Prior
specific approval of the STPI, Customs and RBI has to be obtained before
re-exporting any equipment for repairs abroad. A copy of the permission
granted by various agencies as stated above to be maintained. Necessary
entry to be made in Warehousing Register APPENDIX XXXIX at the time of
re-export. This entry is to be signed by Customs/Excise inspector in
the normal course.
MANDATORY/STATUTORY
OBLIGATIONS & RECORD:
The
following are the details of other mandatory/statutory obligations and
records that have to be kept at the unit -
a.
RG-16 REGISTER: Record of all
items got without payment of excise duty has to be maintained in this
register. Each entry in the said register is to be signed by an
Authorized Officer of the company and by the custom/excise inspector.
b.
B-16 REGISTER: Record of all
items got without payment of customs duty has to be maintained in this
register. Each entry in the said register is to be signed by the
Authorized Officer of the company and by the custom/excise inspector.
c.
BILL OF ENTRY FILE: Copies of the
Bill of Entries for import of material have to be maintained in this
file. This should be maintained in the same order as per entries in
APPENDIX-XXXIX register.
d.
CT3 FILE: Copies of CT3
certificates issued to the unit have to be maintained in this file.
e.
AR3 FILE: Copies of AR3
certificates issued to the unit have to be maintained in this file.
f.
TRANSIT BOND FILE: Copies of all
Transit Bonds issued to customs for transfer for goods from port office
to unit to be kept in file.
g.
CANCELLATION OF TRANSIT BONDS: Necessary
cancellation of transit bonds on re-warehousing of goods in the unit to
be done immediately. A periodic review of the same to be carried out.
h.
PERFORMANCE RETURNS: Monthly
performance reports have to be given to STPI. A copy of the return duly
receipted by the authority must be maintained in the Monthly
Performance Report File.
i.
ANNUAL PERFORMANCE RETURN: Yearly
performance report to be given to the Authority in the Authority in the
prescribed form as sought by them. Annual performance returns to STP
authorities must be promptly made by 15th April as the actual export
obligation etc. for STP unit is worked out by the authority on the
basis of this return. A copy of the return duly receipted by the
authority must be maintained in the Annual Performance Return File.
j.
IMPORT CERTIFICATES: A copy of the Import
Certificates issued by STPI permitting imports for the unit should be
maintained. This should have the full debits etc. as per the actual
imports.
k.
C-FORM: Copies of C
Form for the local purchases from the Sales Tax have to be maintained
in this file.
MONTHLY
PROGRESS REPORTS (MPRs)
All
units are required to submit Monthly Progress Report (MPRs) by 7th of every month. It is a mandatory
requirement. Units which become irregular in submitting MPRs can be denied services by STPI.
- Compliance
under Labour Laws :
1.
Employees Provident Fund Act
2.
Payment of Gratuity Act
3.
Payment of Bonus Act
1.
Permission from the Department of
Telecommunications ( DOT ) for call center is granted for 20 years.
2.
Interconnectivity between two domestic call centers
is permitted ; interconnectivity of international & domestic call
center is not permitted.
3.
Interconnection of call centers of same group is
permitted for redundancy , back up and load balancing , cross mapping
of sets is permitted.
4.
In international call centers, no PSTN connectivity
is permitted at the Indian end , inbound and outbound calls are
permitted.
5.
Internet & IPCL connectivity is permitted at
the Indian end of the international call center. Internet connectivity
is permitted to domestic call center.
6.
Outgoing calls are permissible from the domestic
call centers using local PSTN connections through PABX of the call
center , on a case to case basis. A bank guarantee has to be furnished
in this case. This has lead to a minimization of costs for domestic
call centers since only one PBAX is required now.
The use
of ATM / MPLS/ Frame Relay is permitted in addition to IPCL for foreign
end connectivity in the Indian call center. This is leading to faster
connections though it is restricted to players with great capital
outlay.
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