YKPA

Y. K. Purohit & Associates

Chartered Accountants

Corporate Advisory

Incorporation

A. Incorporating a Company

Step 1: Reservation of Name

  • Utilize the RUN form to reserve the company’s name, providing two preferences and details of proposed activities. The MCA fee for this filing is Rs. 1000, with the option for one resubmission.

Step 2: Incorporation

  • Part 1: SPICe Form
    • Submit the SPICe form electronically, incorporating the company and applying for Director Identification Numbers (DINs). Required documents include INC 9, DIR 2, PAN cards, identification proofs, address proofs of subscribers and directors, along with registered office details.
  • Part 2: SPICe MoA
    • File the SPICe MoA form (INC 33), stating the main and other objects of the company, with the mandatory use of digital signatures of all subscribers.
  • Part 3: SPICe AoA
    • Complete the SPICe AoA form (INC 34), allowing customization of the company’s articles.
  • Part 4: INC 35 AGILE
    • Submit INC 35 AGILE for GSTIN, ESIC registration, and EPFO registration.
  • Note: Temporary correspondence address can be filed via INC 22 within 30 days of incorporation.

Time Limit for Incorporation:

  • MCA typically completes company incorporation within 2-3 days.

B. Incorporating an LLP

Step 1: Reservation of Name

  • Utilize the RUN form to reserve the LLP’s name, providing two preferences and details of proposed activities. The MCA fee for this filing is Rs. 200, with one resubmission allowed.

Step 2: Incorporation of LLP

  • File the FILLIP form for LLP incorporation, providing subscriber details, Form 9, proof of address, PAN cards, identification proofs, and bank statements. Upon approval, a certificate of incorporation is issued.

Step 3: LLP Agreement

  • File Form 3 within 30 days, specifying the proposed objects of the LLP.

Time Limit for LLP Incorporation:

  • LLP incorporation typically takes 7-10 days.

Filings

Under the Companies Act, 2013, companies must adhere to both time-based (annual) and event-based compliances. We handle all form filings, including preparation, attachments, and certification.

Representation before MCA & NCLT

Professionals, including chartered accountants, are empowered to represent clients before authorities such as the Registrar of Companies, Regional Director, and National Company Law Tribunal as authorized representatives.

In the realm of corporate law, we offer comprehensive consultancy services encompassing:

  • Drafting
  • Due diligence
  • Fundraising
  • Loan documentation
  • Intellectual property rights
  • Taxation
  • Labor law compliances

In mergers and acquisitions, due diligence serves as a critical process for assessing and investigating prospective business decisions. It involves gathering financial, legal, intellectual, and other pertinent information from the other party. The primary objective is to uncover any hidden drawbacks or risks associated with the contemplated business transaction. Through due diligence, an effective strategy can be developed to facilitate the merger or acquisition.

Key Areas of Focus:

  1. Capital Structure and Shareholding Pattern
  2. Composition of Board of Directors
  3. Shareholders’ Agreements and Restrictions
  4. Level of Indebtedness
  5. Security Offered for Debt
  6. Significant Contracts
  7. Statutory Approvals and Filings
  8. Employee Details
  9. Litigation and Regulatory Matters
  10. Intellectual Property Assets
  11. Other Existing or Potential Liabilities

Introduction: In today’s globalized business landscape, valuation complexities arise in various contexts such as mergers and acquisitions, financial reporting, restructuring, tax planning, and disputes. With India aligning with International Financial Reporting Standards (IFRS), addressing accounting challenges during implementation is imperative.

Our Offerings:

1. Tangible Asset Valuations:

  • Evaluation and identification of tangible and intangible assets for purchase price allocation (PPA).
  • Pre-deal PPA assessments to advise on accounting impacts before deal execution.

2. Intangible Asset Valuations:

  • Appraisal of intellectual property assets including patents, copyrights, trademarks, and trade names.
  • Assessment of research and development assets, products in R&D stages, and review of license and franchise agreements.
  • Valuation of contractual and non-contractual customer relationships, core deposit intangibles, customer lists, and non-compete agreements.

3. Share Valuation:

  • Independent advice to boards of directors to determine appropriate pricing for business transactions.
  • Evaluation of shareholder value for stakeholders.

4. Business Valuation:

  • Valuation services tailored for diverse industries including financial services, technology, manufacturing, and hospitality.

Valuation Issues:

  • The implications of asset/share/business valuation in specific transactions are manifold, affecting various stakeholders including parties involved, income tax department, RBI, and other minor stakeholders.

Our Services Include:

  • Thorough analysis of variables in valuation studies.
  • Expert solutions to ensure regulatory compliance.
  • Certifications in accordance with regulatory authorities.

In line with International Financial Reporting Standards (IFRS), we offer a comprehensive suite of services to support your compliance efforts:

  1. Review of Accounting Policies:

    • Evaluation of existing accounting policies to ensure alignment with IND AS/IFRS.
    • Recommendations for policy changes to achieve compliance.
  2. Preparation of Financial Statements:

    • Assistance in preparing IND AS/IFRS compliant financial statements.
  3. Adoption Roadmaps:

    • Development and implementation of roadmaps and blueprints for smooth IND AS/IFRS adoption.
  4. Internal Control Procedures:

    • Development and review of administrative and internal control procedures in compliance with IND AS/IFRS.
  5. Expert Opinion:

    • Provision of expert opinions on any IND AS/IFRS related matters.
  6. XBRL Format Filing:

    • Assistance in filing IND AS/IFRS financial statements in XBRL format for regulatory compliance.
  7. Fair Value Estimation:

    • Support in estimating the fair value of assets/liabilities in accordance with IND AS/IFRS requirements.

Introduction: A business plan serves as a formal document outlining a set of business objectives, the rationale behind their achievability, and the strategy for attaining those objectives. It often includes background information about the organization or team driving these goals.

Objectives:

  • Securing capital or debt funding
  • Facilitating investment decisions for investors
  • Structuring business deals
  • Guiding future planning by top management
  • Determining the capital requirements of the company

Our Approach: We undertake end-to-end responsibility for crafting comprehensive business plans tailored to the unique needs of companies. Our process involves gathering inputs from management in key areas, including:

  1. Revenue and Cost Analysis:

    • Thorough examination of revenue streams and cost structures to ensure viability and profitability.
  2. Human Resource Planning:

    • Assessment of workforce requirements and skill sets necessary for business operations.
  3. Working Capital Management:

    • Detailed analysis of the working capital cycle, including stock, debtors, and creditors, to optimize cash flow management.
  4. Financial Structure:

    • Proposed leverage ratios and capital structure recommendations to support sustainable growth.
  5. Historical Financial Analysis:

    • Examination of historical financial statements to provide context and inform future projections.

Introduction: Employee Stock Ownership Plans (ESOPs) empower a company’s workforce by granting them an ownership stake in the organization. Through ESOPs, employees acquire stock ownership, typically without any initial cost. The process of designing an Equity-based compensation scheme involves three key stages: conceptualization, consummation, and communication.

Our Approach: We offer comprehensive assistance in initiating and developing ESOP/ESAR plans tailored to your organization’s objectives. Our process involves the following steps:

  1. Management Objective Determination:

    • Identifying the management’s objectives and goals regarding the implementation of an ESOP.
  2. Specialized Team Engagement:

    • Involving a specialized team to gather necessary inputs and ensure effective plan execution.
  3. Customized Implementation Timeline:

    • Establishing a customized or fixed timeframe for implementing the ESOP plan, ensuring adherence to deadlines.
  4. Timely Communication Delivery:

    • Providing clear and timely communication to stakeholders regarding the ESOP plan, its benefits, and implementation process.

Introduction: Our team of experts specializes in advising on optimal deal structuring and facilitating transaction execution. We offer tailored solutions to support various transactions, comprehensively analyzing the associated benefits and risks. Our aim is to ensure that the ultimate objectives of the arrangement are achieved by presenting a range of alternative routes. Additionally, we prioritize compliance with all relevant statutes.

Our Approach: We employ a meticulous approach to transaction structuring, ensuring that each step is meticulously planned and executed. Our services include:

  1. Deal Optimization:

    • Advising on the most advantageous deal structures to maximize benefits and minimize risks.
  2. Transaction Support:

    • Providing comprehensive support throughout the transaction process, from planning to execution.
  3. Alternative Route Identification:

    • Presenting a range of alternative routes to achieve the desired objectives, considering the unique circumstances of each transaction.
  4. Compliance Assurance:

    • Ensuring that the transaction structure is fully compliant with all relevant statutes and regulations.