1. Which Companies Required Secretarial Audit.
Ans: According to Section 204 of the Companies Act, 2013 every listed company and every public company having a paid-up share capital of fifty crore rupees or more or every public company having a turnover of two hundred fifty crore rupees or more or every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more shall annex with its Board’s report made in terms of section 134(3), a secretarial audit report, given by a company secretary in practice, in prescribed form . It shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.
2. What should be stated in Board report.
Ans: The Board of Directors, in their report made in terms of section 134(3), shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report.
41. State the penalty if the Company Contravenes.
Ans: If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
CORPORATE LAWS ADVISORY AND REPRESENTATION SERVICES
3. Which are the Advising companies on Compliance of legal and procedural aspects.
Ans: Advising companies on Compliance of legal and procedural aspects, particularly under
1. SEBI Act, SCRA and Rules and Regulations made there under
2. Insolvency and Bankruptcy Code
3. Foreign Exchange Management Act
4. Consumer Protection Act
5. Depositories Act
6. Environment and Pollution Control Laws
7. Labour and Industrial Laws
8. Co-operative Societies Act
9. Mergers and Amalgamations and Strategic Alliances
10. Foreign Collaborations and Joint Ventures
11. Setting up subsidiaries abroad
12. Competition Laws
13. IPR Protection, Management, Valuation and Audit
14. Real Estate(Regulation and Development) Act
15. Arbitration and Conciliation Act
16. Drafting of Legal documents. Representing on behalf of a company and other persons before
1. Registrar of Companies(RoC)/Regional Director(RD)
2. National Company Law Tribunal
3. . Competition Commission of India
4. Securities Appellate Tribunal
5. National Company Law Appellate Tribunal
6. Consumer Forums
7. Telecom Disputes Settlement and Appellate Tribunal
8. Trade Marks Authority
9. Special Economic Zones Authorities
10. Tax Authorities
11. Other quasi-judicial bodies and Tribunals
4. Which are the Arbitration and Conciliation Services .
Ans: Acting as Arbitrator/Conciliator in domestic and international commercial disputes. Advising on arbitration, negotiation and conciliation in commercial disputes between the parties and Drafting Arbitration/Conciliation Agreement/Clause.
FINANCIAL MARKETS SERVICES
5. Public Issue, Listing and Securities Management.
Ans:
1. Advisor/consultant in issue of shares and other securities
2. Preparation of Projects Reports and Feasibility Studies
3. Syndication of Loans from banks & financial institutions
4. Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managers
5. Loan Documentation, registration of charges, status and search reports
6. Listing of securities/delisting of securities with recognized stock exchange
7. Private placement of shares and other securities
8. Buy-back of shares and other securities 9. Raising of funds from international markets ADR/GDR/ECB
6. Takeover Code and Insider Trading.
Ans: 1. Ensuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regard.
2. Acting as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider Trading) Regulations including maintenance of various documents.
7. Securities Compliance and Certification Services
Ans: Compliance with rules and regulations in the securities market particularly:
1. Internal Audit of Depository Participants
2. Certification under SEBI LODR/ICDR Regulations.
3. Audit in relation to Reconciliation of shares
4. Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) Rules
FINANCE AND ACCOUNTING SERVICES
8. State the finance and Accounting Services.
Ans: 1. Internal Audit
2. Secretary to Audit Committee
3. Working capital and liquidity management
4. Determination of an appropriate capital structure
5. Analysis of capital investment proposals
6. Business valuations prior to mergers and/or acquisitions
7. Loan syndication
8. Budgetary controls
9. Accounting and compilation of financial statements
9. State the Taxation Services. Ans:
1. Advisory services to companies on tax management and tax planning under Income Tax, GST and Customs Laws
2. Preparing/reviewing various returns and reports required for compliance with a the tax laws and regulations
3. Representing companies and other persons before the tax authorities and tribunals
INTERNATIONAL TRADE AND WTO SERVICES
10. State the International trade and WTO Services. Ans:
1. Advising on all matters related to IPRs and TRIPs Agreement of WTO
2. Advising on matters relating to antidumping, subsidies and countervailing duties
3. International Commercial Arbitration
4. Advising on and issuing certificates on Foreign Trade Policy and Procedures
5. Advising on Intellectual Property licensing and drafting of Agreement
6. Acting as registered Trade Mark Agent
MANAGEMENT SERVICES
11. What are the General/Strategic Management Services. Ans: 1. Advising on Legal Structure of the organization
2. Business policy strategy and planning
3. Formulation of the organizational structure
4. Acting as management representative to obtain ISO Certification
51. Corporate Communications and Public Relations.
Ans: 1. Communication with shareholders, stakeholders, Government and Regulators, Authorities, etc.
2. Advisory services for Brand equity and image building.
12. State the Human Resources Management Services. Ans:
1. Manpower planning and development
2. Audit of the HR function
3. Performance appraisal
4. Motivation and remuneration strategies
5. Industrial relations
6. Office management, work studies and performance standards
7. Advising on industrial and labour laws
13. State the Information Technology Services. Ans:
1. Compliance with cyber laws
2. Conducting Board Meetings through video-conferencing and teleconferencing
3. Advising on software copyright and licensing
4. Development of management reports and controls
5. Maintenance of statutory records in electronic form
6. Sending notices to shareholders by electronic mode
7. Filing of forms/documents in electronic form with Registrar of Companies and other statutory authorities