Business has no borders …. entrepreneurs require various resources to start and sustenance in the market from preparation of business plan to listing of its shares the businesses require various services of professionals. By completion of Business plan entrepreneurs will be much better prepared and know whether or not their business idea is feasible and the things such as how is your business unique, and why will your goods or services appeal to customers? What are the primary differences between your company and your competitors? What are the driving factors to choose your business over another? In other words, what is the underlying reason a customer would do business with your company? makes and turns you the successful entrepreneur.
Corporate Governance and Compliance are intricately linked. Governance is the overall management approach, Board Members and Senior Executives use to control and direct an organization. Compliance is the process through which companies demonstrate that they have confirmed to specific requirements of laws, regulations, contracts, strategies and policies. Both governance and compliance involve rules of conduct and controls on organizational behaviour.
Failure to comply means businesses are subject to regulatory penalties, including fines and imprisonment. Reporting of Compliance ensures that a business is complying with the domestic and international regulations and also assessing the internal controls and processes which ensure that the rules are being followed.
The purpose of the Compliance Reporting is to hold processes accountable, not let them fall to the wayside and provide for modification when there is a risk to compliance.
Competition is now almost universally acknowledged as the best means of ensuring that consumers have access to the broadest range of services at the most competitive prices. Producers will have maximum incentive to innovate, reduce their costs and meet consumer demand. Competition thus promotes allocative and productive efficiency. But all this requires healthy market conditions and governments across the globe are increasingly trying to remove market imperfections through appropriate regulations to promote competition. Competition laws are premised upon the economic principle that competition is desirable in a free market. Competition laws seek to prevent businesses from engaging in practices that are harmful to competition and consumer welfare. With the advent of competition laws in India, the focus has now shifted from curbing monopolies, strict senso, to promoting competition
Secretarial Audit is a mechanism which gives necessary comfort to the management, regulators and the stakeholders, as to the compliance by the company of applicable laws and the existence of proper and adequate systems and processes in the company. Submission of Secretarial Audit Reports for the prescribed companies was mandated with effect from financial year 2014-15 under section 204 of the Companies Act, 2013.
Governments, financial institutions, banks and companies all have realized that the corporate compliant regime lies not in the adequacy of legislations but in its implementation and compliance. Enactment of various laws is not enough and the desired results cannot be achieved unless their implementation is geared up.
The companies are the engines of modern economy. They drive the economy and in the process, they are also socially responsible, since they draw resources from the society for their sustenance. Keeping in tune with the changing global business scenario with complex business operations and investment pattern coupled with increasing class of sophisticated stakeholders, the newly enacted Companies Act, 2013 seeks to ‘raise the bar on governance’ in a comprehensive form with relevant themes such as investor protection, fraud mitigation, inclusive agenda, reporting framework, corporate social responsibility with self regulation and compliances.
Due diligence is an investigative process for providing the desired comfort level about the potential investment and to minimize the risks such as hidden uncovered liabilities, poor growth prospects, price claimed for proposed investment being on higher side etc., In general due diligence process is transaction based. Due diligence process includes examining all aspects of a company including manufacturing, financial, legal, tax, IT systems, labour issues, checking for regulatory issues as well as understanding issues related to IPR, the environment and other matters such as contractual documentation, litigation, ownership of movable, fixed and intangible assets.
India is one of the fastest growing economies in the world and has emerged as a key destination for foreign investors in recent years. Economic reforms initiated in 1991 have grown in scope and scale and yielded increasingly salutary dividends. One of them is the steady improvement in India’s relative position in the global economy, reflected in New Delhi’s growing influence in international institutions (G-8, G-20) and negotiating free trade areas (with ASEAN, EU). Another is the improved efficiency in the economy and adoption of international “best practices” in the production of a range of goods and services.
Foreign Investment in India is regulated in terms of clause (b) sub-section 3 of section 6 and section 47 of the Foreign Exchange Management Act, 1999 (FEMA) read with Foreign Exchange Management (Transfer or Issue of a Security by a Person resident Outside India) Regulations, 2017 issued vide Notification No. FEMA 20(R)/2017-RB dated November 7, 2017. These Regulations are amended from time to time to incorporate the changes in the regulatory framework and published through amendment notifications.
Commercial law covers the broad areas of business, commerce and consumer transactions. Commercial law in India has developed rapidly over the years with the opening up of the Indian markets for Foreign Direct Investment and the development of Trade Policy according to World Trade organisation norms. It allows, so far as it can, Corporations to do business in the way they want and not to stick to forms that they may think to be outdated. Commercial Law Practice is recognized as an integral element of corporate operations, and is gaining more and more importance. In this era of globalisation, sweeping changes in business strategies require Corporates to meet the challenge of complying with commercial contract law for the smooth functioning of its business. A lack of understanding of Commercial Law in this rapidly evolving era may entangle an organisation in unnecessary legal hurdles, which may also prove to be very costly in terms of finance, time and lost business opportunities.
At NLN & ASSOCIATES, through its dedicated team with specialisation in International Business, Commercial Conveyancing, Confidentiality, Distributorship, Contracting, Subcontracting, Technology Transfer, Trademark Licensing and Turnkey Transactions inter-alia, provides clients with end-to-end solutions and all necessary support, timely, in order to comply with the legal formalities to commence their operations/ conclude their deals and at all times ensures that their business interests are safeguarded.
Secretarial Audit is an audit to check compliance of various legislations including the Companies Act and other corporate and economic laws applicable to the company. The Secretarial Auditor expresses an opinion as to whether there exist adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Secretarial Audit helps to detect the instances of non-compliance and facilitates taking corrective measures. Secretarial Audit audits the adherence of good corporate practices by the company, therefore it is an independent and objective assurance intended to add value and improve operations of the Company. Secretarial Audit helps to accomplish the organisation’s objectives by bringing a systematic, disciplined approach to evaluate and improve effectiveness of risk management, control, and governance processes. Secretarial Audit provides necessary comfort to the management, regulators and the stakeholders, as to the statutory compliance, good governance and the existence of proper and adequate systems and processes.
As per section 204(1) of Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following companies are required to obtains Secretarial Audit Report:
-Every listed company; -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.
“Turnover” means the aggregate value of the realisation of amount made from the sale, supply or distribution of goods or on account of services rendered, or both, by the company during a financial year.[Section 2(91)]
Business restructuring helps compnies address poor performance, pursue new strategic opportunities and attain credibility in the market(s) where it operates and it is the process of redesigning one or more aspects of a company. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, survive a currently adverse economic climate, or poise the corporation to move in an entirely new direction. Here are some examples of why corporate restructuring may take place and what it can mean for the company.
In general, the idea of corporate restructuring is to allow the company to continue functioning in some manner. Even when corporate raiders break up the company and leave behind a shell of the original structure, there is still usually a hope, what remains can function well enough for a new buyer to purchase the diminished corporation and return it to profitability.
A company may restructure as a means of preparing for a sale, buyout, merger, change in overall goals or transfer to a relative. The company may choose to restructure after it fails to successfully launch a new product or service, which then leaves it in a position where it cannot generate enough revenue to cover payroll and debts.