Services Rendered By PCS
The educational background, knowledge, training and exposure that a Company Secretary acquires makes him a versatile professional capable of rendering a wide range of services to companies of all sizes, other commercial and industrial organisations, small scale units, firms, etc. on retainership or job basis. The plethora of services, which a Practising Company Secretary can render, are listed below: PROJECT PLANNING
- Promotion, formation and incorporation of companies, and matters related therewith including choice of type of company, availability of name, drafting of Memorandum and Articles of Association and other documents, their stamping and registration with the Registrar of Companies.
- Identification of Project.
- Selection of location for the project and advising on various incentives available.
- Selection of land, search of titles, and getting required approvals for carrying out industrial/commercial activities on such land.
- Advising on size of the project, drawing schedule of implementation and follow up from the stage of conceiving of project upto the commencement of commercial production.
- Advising on expansion and modernisation.
RAISING OF RESOURCES/FINANCIAL SERVICES
- Preparation of Project Reports and Feasibility Studies.
- Syndication of long term and short term loans from financial institutions, banks and other agencies.
- Loan documentation, registration of charges, search and status report.
- Advisor/Consultant in issue of shares and other securities.
- 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.
- Listing of securities/delisting of securities with recognised stock exchanges.
- Private placement of shares and securities.
- Buy-back of shares and other securities.
- Raising of funds from international markets - ADR/GDR/ECB.
- Investment subsidies, sales tax and other incentives.
- Liaisoning with financial institutions, banks, other lenders, and stock exchanges, and furnishing periodical returns, reports and information required by them.
- Advising sick companies with respect to the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, and drafting of rehabilitation schemes.
FOREIGN COLLABORATIONS AND JOINT VENTURES ABROAD
- Advising on Foreign Collaborations.
- Advising on setting up of subsidiaries in India.
- Advising on setting up of joint ventures abroad or setting up of subsidiaries abroad.
- Drafting of Memorandum of Understanding, Promoters Agreement, Shareholders Agreement and Commercial Agreements.
- Planning strategies for amalgamation/merger, acquisition, takeover, spin off, reconstruction, reorganisation, restructuring and winding up of companies.
- Change of name, change of objects and shifting of registered office of the company.
- Drafting schemes of amalgamation or arrangement, public offer for acquisition or takeover, and Promoters Agreement.
- Complying with necessary legal and procedural requirements.
- Advising the management on post restructured scenario.
CORPORATE LAWS ADVISORY SERVICES Companies Act:
- Filing, registering, representing, attesting or verifying any document including forms, returns and applications by or on behalf of the company as an authorised representative.
- Compilation of status/search reports for companies, banks and financial institutions.
- Pre-certification of forms relating to Registration/Modification/ Satisfaction of charges and their filing with the Registrar of Companies.
- Pre-certification of other documents and returns required to be filed with the Registrar of Companies.
- Advising on legal and procedural matters under the Act.
- Maintenance of secretarial records, statutory books and registers.
- Acting as Secretarial Auditor, Advisor or Consultant.
- Filing of petitions before the Company Law Board.
- Appearing as authorised representative before the Company Law Board, Central Government, Regional Director and Registrar of Companies.
- Acting as Scrutinizer for postal ballots voting process.
MRTP Act/Consumer Protection Act:
- Appearing as authorised representative before the MRTP Commission/Consumer Forums.
- Advising company on dealership agreements, trade practices, sales promotion schemes, marketing and sales campaigns.
Foreign Exchange Management Act:
- Advising on legal and procedural matters falling under FEMA.
- Advising Non-Resident Indians regarding investment in India and repatriation of such investments and returns thereon.
- Obtaining RBI/FIPB approvals.
- Appearing as authorised representative before Securities Appellate Tribunal.
- Conduct of Internal Audit of Operations of Depository Participants.
- Advising on legal and procedural matters on various laws of different states on Pollution Control, Co-operative Societies, Public Trusts, Non Trading Corporations, Land Ceilings, Sales Tax, Revenue Laws etc.
Appearance before Regulatory Authorities
- Appearing as authorised representative before the Company Law Board, Central Government, Regional Director, Registrar of Companies, MRTP Commission, Consumer Forums, Securities Appellate Tribunal Central Excise authorities, Wealth Tax Authorities, Customs Authorities, Income Tax Authorities, Appellate Tribunals, Central Electricity Regulatory Commission, Gujarat Electricity Regulatory Commission, Telecom Disputes Settlement and Appellate Tribunal,BIFR.
TAX PLANNING AND MANAGEMENT Income Tax:
- Computation of tax payable, filing of returns of income of the company and its directors and obtaining permanent account numbers.
- Computation and payment of advance tax.
- Computation of deduction of tax at source, filing of forms and issue of TDS certificates.
- Acting as authorised representative before the Income Tax authorities during assessment proceedings, furnishing of records/ documents/explanations called for.
- Filing of appeals, claiming refunds, getting the transactions registered.
- Advising on tax planning and tax management, availing tax concessions, incentives, reliefs and tax benefits.
- Acting as authorised representative before wealth tax authorities in matters of disputes relating to valuation of shares, debentures, stocks, assets, etc.
- Acting as registered valuer of shares, stocks, debentures, shares in partnership firm and of business assets including goodwill.
- Acting as authorised representative before Central Excise Authorities.
- Valuation and classification of goods.
- Assessment of duty and obtaining refunds.
- Complying with formalities for removal of excisable goods for home consumption and exports.
- CENVAT procedures.
- Advising on search, seizure etc.
- Acting as authorised representative before Customs Authorities and the Appellate Tribunal.
- Assisting in clearance of import/export classification of goods.
- Valuation of goods and assessment of customs duty and obtaining refunds.
- Availing duty exemptions and drawback benefits.
EXPORT-IMPORT AND FOREX DEALINGS
- Advising on Export-Import policy and regulations.
- Export-Import documentation.
- Advising on Letters of Credit, and drafting suitable conditions in L/Cs.
- Advising and assisting in receipt and remittance of funds in foreign currency.
ARBITRATION AND CONCILIATION
- Advising on arbitration, negotiations and conciliation.
- Drafting Arbitration/Conciliation Agreement/Clauses.
- Acting as Arbitrator/Conciliator in Domestic and International Commercial disputes.
INTELLECTUAL PROPERTY RIGHTS AND WTO
- Advising on Intellectual Property Licensing and drafting of agreement.
- Acting as registered Trade Mark Agent.
- Advising on passing off/infringement matters.
- Advising on registration of patents, trademarks and copyrights.
- Advising on all matters related to Intellectual property and TRIPs of WTO.
- Valuation of Intellectual Property Rights.
- Advising on anti-dumping matters-computation of Normal Value, Sale Price, Comparisons and Appraisals.
- Manpower planning and development.
- Recruitments, fixation of terms of appointment and devising pay packages.
- Advising on matters with respect to labour and industrial laws, maintenance of registers and records, filing of various forms and registers, and follow up with the authorities.
ISSUE OF CERTIFICATES UNDER VARIOUS STATUTES Companies Act/Stock Exchanges:
- Compliance Certificate for companies not required to employ a whole-time secretary and having paid-up share capital of Rs. 10 lakhs or more.
- Making a verified declaration of compliances for obtaining a certificate of commencement of business/commencement of other business.
- Making the statutory declaration that all requirements of the Companies Act and the rules thereunder have been complied with in respect of registration of a company and matters precedent and incidental thereto.
- Give declaration in respect of section 25 companies that the Memorandum and Articles of Association have been drawn up in conformity with the provisions of the Act and compliance of provisions with respect to registration or matters incidental thereto.
- Signing of annual return of listed companies.
- Certificate regarding dispatch of certificate after transfer etc. under clause 47(C) of the Listing Agreement.
- Certification of statement of amounts credited to Investor Education and Protection Fund.
- Certificate regarding compliance with Private Limited Company and Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999 including those relating to extinguishment and distruction of certificates which has to be done in the presence of a Practising Company Secretary.
- Certificate on appointment of Managing Director/Whole-time Director/Manager under Schedule XIII.
- Certification to listed companies to the effect that all refund orders/ certificates issued were dispatched within prescribed time and manner and securities were listed on the stock exchanges as specified in the offer document.
- Various certificates under the Export-Import Policy and Procedures.
Foreign Exchange Management Act:
- Various Certificates for exchange control purposes under FEMA.
Charter Policy 1986 of the Deptt. of Agriculture and Co-operation:
- Certifying particulars of the company chartering foreign fishing vessels.