Advisory Services

• Advisory on inbound structuring i.e. structuring of investments into India & advising on the nature & structure of the Business entity (e.g., Liaison Office, Branch Office, Joint Venture, wholly Owned Subsidiary.Assistance in setting up of, or purchase of an existing entity.

• Assistance in obtaining Approvals & Compliance with various requirements of RBI/ FEMA.

• Approval from the Foreign Investment Promotions Board (FIPB), ministry of Finance and assistance in preparation of the Foreign collaboration Agreements.

• Advisory on change/exit from existing Business model.

• Advisory outbound structuring, i.e. choice of appropriate jurisdiction, structuring of investments etc.

• Assistance in regular FEMA compliances as per statutory provisions like filing of Forms/ Returns etc.

• Assistance in Compounding of Offences under FEMA.

• Assistance in the process of voluntarily admitting the contravention, pleading guilty and seeking redressal under FEMA,1999.

• Preparation of Application with RBI.

• Advisory on change/exit from existing Business model.

• Advisory outbound structuring, i.e. choice of appropriate jurisdiction, structuring of investments etc.

• Assistance in regular FEMA compliances as per statutory provisions like filing of Forms/ Returns etc.

The Registrar of Companies ( ROC ) is an office under the Ministry of Corporate Affairs (MCA), which is the body that deals with the administration of companies and Limited Liability Partnerships in India. At present, 22 Registrar of Companies (ROCs) is operating in all the major states. However, states like Tamil Nadu and Maharashtra, have more than one ROC.

There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.

As per the provisions contained in section 117 of the Companies Act, every resolution is required to be filed with the ROC within 30 days of being passed. The Registrar of Companies needs to record all such resolutions. The Company law has also laid down the penalty in case of failure to file the resolutions with the registrar within the stipulated time. In other words, a company is required to intimate the Registrar of Companies concerning all of its activities which includes appointing directors or managing directors, issuing prospectus, appointing sole-selling agents, or the resolution regarding voluntary winding up, etc.

The National Company Law Tribunal was setup by the Central Government in 2016 under Section 408 of the Companies Act, 2013. The National Company Law Tribunal has been setup as a quasi-judicial body to govern the companies registered in India and is a successor to the Company Law Board. In this article, we look at the National Company Law Tribunal, its functions and powers in detail.

National Company Law Tribunal enjoys a wide range of powers. Its powers include:

• Power to seek assistance of Chief Metropolitan Magistrate.
• De-registration of Companies.
• Declare the liability of members unlimited.
• De-registration of companies in certain circumstances when there is registration of companies is obtained in an illegal or wrongful manner.
• Remedy of oppression and mismanagement.
• Power to hear grievance of refusal of companies to transfer securities and rectification of register of members.
• Protection of the interest of various stakeholders, especially non-promoter shareholders and depositors.
• Power to provide relief to the investors against a large set of wrongful actions committed by the company management or other consultants and advisors who are associated with the company.
• Aggrieved depositors have the remedy of class actions for seeking redressal for the acts/omissions of the company which hurt their rights as depositors.
• Powers to direct the company to reopen its accounts or allow the company to revise its financial statement but do not permit reopening of accounts. The company can itself also approach the Tribunal through its director for revision of its financial statement.
• Power to investigate or for initiating investigation proceedings. An investigation can be conducted even abroad. Provisions are provided to assist investigation agencies and courts of other countries with respect to investigation proceedings.
• Power to investigate into the ownership of the company.
• Power to freeze assets of the company.
• Power to impose restriction on any securities of the company.
• Conversion of public limited company into private limited company.
• If the company cannot or has not held an Annual General Meeting as required under the Companies Act or a required Extraordinary General Meeting, then the Tribunal has powers to call for a General Meetings.
• Power to alter the financial year of a company registered in India.

Appeal from order of Tribunal can be raised to the National Company Law Appellate Tribunal (NCLAT). Appeals can be made by any person aggrieved by an order or decision of the NCLT, within a period of 45 days from the date on which a copy of the order or decision of the Tribunal.

On the receipt of an appeal from an aggrieved person, the Appellate Tribunal would pass such orders, after giving an opportunity of being heard, as it considers fit, confirming, changing or setting aside the order that is appealed against. The Appellate Tribunal is required to dispose the appeal within a period of six months from the date of the receipt of the appeal.