With enactment of Companies Act, 2013 the new

era for Corporate India has started

A product

by

Introducing

Background

• With President assent to Companies Act, 2013 the new chapter for

India Inc has seen the light of the day.

• The new law brings with itself new challenges & opportunities and

addresses the public concern over corporate accountability and

responsibility and alongside introduces some industry friendly

provisions .

• The law calls for higher compliances and enhanced disclosures

requirement and Central Government is further empowered at 416

places to strengthen norms through rules.

• There would be transition periods for the applicability of specified

provisions.

• Apart from learning the new law, change in habits and attitude is

also warranted.

The New Law Offers

More Opportunities

More Flexibility

More Power

More Remedies

But also calls for

Enhanced Liabilities

Heavy Penalties

Stringent Provisions

Strict Disclosures

More Transparency

Streamlined Procedures

Overhauled Processes

Changed Constitutions

Since 57 years the Companies Act 1956 is in

veins of India Inc…… but now!!!

Event Requirement

Provision under

Companies Act,

1956

Provision under

Companies Act,

2013

Definition of

Subsidiary Company

Treatment of

Preference Share

Capital wrt

ownership Now included

Private Placement

Norms Applicability on

Securities

Only Shares

covered

Now securities

included

Raising of Deposit Deposit raised from

General PublicNot allowed for

specified class

Financial Year

Requirement of

uniform FY

Extension of

Financial year

Since 57 years the Companies Act 1956 is in

veins of India Inc…… but now!!!

Event Requirement

Provision under

Companies Act,

1956

Provision under

Companies Act,

2013

Cash Flow Statement Audit

Now required

Corporate Social

ResponsibilitySpecified expenditure

Now required

Independent

Directors

Requirement,

Tenure, Rotation,

LiabilitiesNow specified

Approval of Related

Party Transaction at

Shareholders

Meeting

Voting by interested

Shareholder Now only

disinterested

shareholder to vote

• Re-organization of group structure

• Re-structuring of group directorships

Corporate Structure

• New procedures , compliances with stringent penalties

• High end Disclosures & Transparency requirement

Disclosure & Compliances

• Complete overhaul of Board Processes

• Re-constitution of Board & Committee

• Understanding role & importance of Independent Directors.

Board & Its Processes

Companies Act, 2013 – Overview of

Changes required

• Account & Audit process

• Tenure, Appointment & Position of Auditors

Accounts & Audit

• Private Placement Norms streamlined

• Re-working on fund raising plans required

Fund Raising Requirements

• Corporate Social Responsibility

• Internal & Secretarial Audit

• Others, calls for rethinking on current plans for future.

New Requirements/Concepts

Companies Act, 2013 – Overview of

Changes required

THE WHOLE

SYSTEM

NEEDS TO BE REDEFINED!!!

WITH THIS WOULD FOLLOW

ENHANCED

LIABILITY, ACCOUNTABILITY

&

RESPONSIBILITY

OF OFFICER IN DEFAULT

Officer in Default now

Includes

Whole Time Director

Key Managerial person(KMP)

No KMP then assented Director in charge by Board or all

Directors otherwise

Any person specifically authorized by Board or KMP

Any person on whose advise, direction and instruction; Board

is accustomed to act

Every director aware of contravention by virtue of receipt

of proceedings of minutes, participation therein without

objecting, or consenting

RTA, Share transfer Agents, Merchant Banker in case of

issue/transfer of shares

Includes CEO/MD or

Manager, CS, WTD, CFO,

others

Promoter of

the Company

likely to be

included

Even

Independent

Directors

included

herein

Companies

Act, 1956

Companies

Act, 2013

We at

Corporate

Professionals

aims at maximizing

the benefits of

opportunities

granted and

minimizing the

impact of challenges

posed on you

Change is difficult to

accept but to make your

journey from 1956 to 2013

smooth & exciting , we

have created a unique

PRODUCT

How we can Partner you ???

Company Law Makeover (CLM) is a result of dedicated team and

intense research undertaken in the subject since the introduction of the

Bill in 2009. We aim to partner you in the transitional phase of

unlearning & relearning.

Impact Assessment Reporting

Training & Orientation Programs

Opinions & Advisory

Documentation & Compliances

SCOPE OF OFFERING

Impact Assessment Reporting under Companies Act, 2013

• Impact Assessment Reporting to the Board after identifying

statutory changes to be brought about by the company in due

course and their impact on the Company with focus on key areas

like:

– Company Structure

– Disclosure & Compliances

– Board & its Process

– Accounts & Audit

– Fund Raising

– New requirements/concepts

– Processes & Requirements

• Impact Assessment Reporting on the company’s ongoing

transactions

Training & Orientation Programs under

Companies Act, 2013

• Arranging Customized Training/Orientation Programs for

• The Board

• The Promoters

• Independent Directors

• CS & other Officer in Charge

• CFO & the Accounts & Audit officers

to make them aware of the upcoming changes, their

specified roles & responsibilities & more

• Providing elaborative & subject specific presentations for

the Board & other officer/departments regarding their

specific requirements

Opinions & Advisory under

Companies Act, 2013

• Understanding proposed corporate actions and advising

based on changes under the New Law.

• Providing opinions on issues under New Company Law now

and after the notification of the Rules framed

there under.

• Continuous advisory on implementation process of new

law and other news.

Documentation & Compliances under

Companies Act, 2013

• Assistance in complete overhauling with

respect to necessary documentation and

drafting to meet the requirement of new

Law such as

Articles of Association

Directors Report,

Code of Conduct and,

lot many other forms and formats.

Value Additions

Besides aforesaid, on our engagement as a Consultant, as

value addition to our services we would be providing:-

• Access to - an exhaustive web portal to

abreast you with the new law at the click of a mouse & other

value adds associated with it.

• Access to Mobile App on new law to Corporate Legal

Team.

ENGAGEMENT

MODELS

Retainership

Initial Impact Assessment

Transactional Advisory

Highlights of Retainership

• Expert Knowledge pool at disposal

• Advisory and Analysis of subject experts over the issues

confronted by the Client

• Solutions manager for any inadvertent non compliance

• Continuous updation on various statutory laws

• Systematic reporting procedure at the higher level

• Support tool to avoid any non compliance being faced by the

Company

Why us?

About Corporate ProfessionalsOffering varied legal & financial services, Group ‘Corporate Professionals' has

emerged as an innovative leader in delivering corporate advisory & solutions.

Aiming to become a one-stop-shop offering integrating legal and financial

solutions, the Group has successfully completed a high number of corporate

transactions in the last couple of years.

The Group houses a strong skill set spanning to more than 100 research

oriented, multi-disciplinary, young and dynamic professionals comprising

Advocates, Company Secretaries and Chartered Accountants.

The Group competitively provides a range of services spanning across Corporate

Law, Corporate Governance & Compliances, Securities & Capital Markets

Law, Due Diligence, Global Business Setup, Foreign Exchange Transaction,

Intellectual Property Rights, Litigation & Alternate Dispute Resolution,

Mergers & Amalgamations, Deals & Commercial Agreements.

Corporate Professionals for New Company Law

Our Dedicated team of experts & experienced professionals have being continuously

engaged in dissecting and interpreting the new law since its introduction in 2009.

Our expertise is also showcased from:

Authored books titled „An insight of Companies Bill 2012‟(more than 4500 copies sold) & Analysis of Companies Act,2013

Designed and are running a dedicated website on NewCompanies Law www.companiesact.in –an exhaustive portalto keep you updated on the New Law

Mobile app on New Companies Law (ICL) – giving access tonew provisions & much more while you are on a go.

Classroom Series & Newsletter - detailed analysis of new lawto explore and identify pro‟s and con‟s therein

Organizational level participation as KnowledgePartner at various forums and team participation asspeakers at several places

Our Mentors

Mr. Pavan Kumar Vijay (FCS, LLB, M.Com), the Founder of Corporate Professionals

Group holds the honour of becoming the youngest President of ICSI (2003) and is

presently a Member of Appellate Tribunal of Professional Bodies, Member of the Rules

making committee of Ministry of Corporate Affairs for new Company Law and

Chairman of ASSOCHAM National Council for Merger & Acquisitions (M&A). Being a

Mentor of a multidisciplinary mega firm he holds rich experience of almost 25 years in

diverse Corporate Legal fields including Companies Law, Securities Law, Capital

Market & Financial Services, Corporate Governance and so on. He is a distinguished

speaker at various industry forums, seminars and media platforms and a regular

writer for professional journals, newspapers and magazines

Dr. R. K. Agarwal (LLB, FCA, FCS, AICWA, M.Com, Ph. D), Ex Chairman of NIRC

of ICSI and Ex Member of Accounting Standard Board of ICAI, is practicing as

Chartered Accountants for almost 30 years. He has wide experience of handling

Income Tax search cases and has poured his practical experience in the form of

this well researched book i.e. Law relating to Search & Seizure. He has been

contributing articles and addressing various seminars on topics relating to income-

tax, accounting and auditing.

Our Team

Mr Mahipal Gupta (FCS, LLB) holds more than 30 years of experience in

Corporate Laws, Due Diligence, Merger/Amalgamation/Take-over, Handling IPOs,

FPOs, PE deals, Private Placements, Debt/Loan Syndication, Dealing with Capital

Market Intermediaries, Stock Exchanges, SEBI, ROC, RD, CLB, Department of

Company Affairs, Official Liquidator etc

Ms. Anjali Aggarwal (FCS), possess with her a significant experience of over 10

years in Stock Exchange and SEBI related Matters with expertise in the subject

relating to Prospectus, Allotment of Securities, Private Placement, ESOP,

Buyback & Delisting. She has played a significant role in development of various

online ventures for the Organization, viz. www.delisting.in, www.esoponline.in

Mr. Manoj Kumar (ACS), member of “National Council for M&As of ASSOCHAM”

and Co-founder & General Secretary of “Corporate Knowledge Foundation”, holds

rich experience of over 9 years in Corporate Legal Advisory, Mergers &

Acquisitions and other Transaction Advisory. He specializes in M & A -

Planning & Implementations, National and Cross Border Joint Ventures- Deal

Structuring & Negotiations, Financial Reengineering, Business Modeling and has

in hand experience of conceptualizing and managing more than 100 M&A.

Mr. Chander Sawhney (FCA, ACS), member of National 'M&A Council' of

ASSOCHAM is also a Certified Valuer by ICAI. He has multifaceted post

qualification experience of over 7 years in the fields of Valuations & Business

Modeling, Mergers & Amalgamation, Corporate Value Creation and Sick

Companies Revival. He has also played a pivotal role in success of website viz.

www.corporatevaluations.indealing with unstructured subject of Corporate

Valuations.

Ms. Deepika Vijay Sawhney (LLB, ACS) heads the Capital Markets &

Intermediaries division of the Group and possess experience of almost 10 years

in Securities Laws, Capital Markets and Corporate Legal Advisory. She has

also been instrumental in guiding and setting up IPRs and Competition Law

Services and is also leading the innovative proprietary product viz. “Corporate

Investment Protector” dealing with Investor rights & protection techniques.

Mr. Ankit Singhi (LLB, ACS) holds experience of over 7 years in Corporate Legal

Advisory, Due Diligences, Compliance Assurance & Joint Venture Advisory.

Possessing indepth knowledge and rich working experience in varied Corporate Law

transactions he has also co-authored a Book “India Business Set-up Guide” and is

also an integral member behind the formulations of various websites viz.

www.llponline.in , www.startbizindia.in, www.femaindia.in.

Our Team

Ms. Deepali Mendiratta (LLB, ACS, Diploma in Forex and Treasury

Management), possess multi dimensional experience dealing with matters

involving Companies Law, Securities Law and Foreign Exchange laws and holds a

significant experience of over 6 years in Corporate Legal Advisory, Regulatory

Interpretations & Compliances, Corporate Governance Services, Legal Due

Diligence& Legal Drafting

Mr. Abhishek Bansal (LLB, ACS), has multi-faceted work experience of almost 6

years in the diverse areas of Corporate Legal Advisory, Legal Due Diligences,

Drafting, Vetting and Negotiating Business and Commercial Agreements and

complex corporate structuring issues.

Mr. Pankaj Singla is enrolled as an Advocate with the Bar Council of India

and specializes in corporate legal advisory with principal emphasis on cross-

border investment transactions and corporate restructuring. He has recently

earned his Masters in Law (LL.M.) from Kyushu University, Japan.

Our Team

Ms. Anju Malik is an Associate Member of ICSI and a Chartered Financial Analyst

(ICFAI) and has also taken several Advanced Audit and Accounting courses in the

Mountain View College, Dallas, Texas in the Unites States. Holding rich

experience of approx. 4 years she has done exhaustive research on the New

Companies Law . She was earlier working with Ernst and Young in the quality

and risk management profile.

Mr. Nitesh Latwal, an Associate Member of ICSI, holds rich experience in

Corporate Law Advisory, Corporate Governance Services, Due Diligence,

Regulatory Approvals, LLP and Business Set Up Services and is one of the team

members for undertaking exhaustive research on New Company Law.

Our Team

Ms. Stuti Bansal (B.B.A.LLB., DCL), is enrolled as an Advocate with the Bar

Council of India and holds experience of more than 2 years on matters relating to

Intellectual Property Rights and Corporate Commercial issues with a good

exposure to research based assignments in various industrial sectors, corporate and

Companies Law.

Ms. Shipra Paul (ACS), holds experience of more than 5 years in the field of

Corporate Law Advisory and India Entry Services and has been an integral part

of the team involved in the development of online portals viz. www.llponline.in &

www.startbizindiain focusing on establishing and pursuing business in India.

Thank You!

Ms. Deepali A Mendiratta

Mob. +91 9999500038

Landline. 011 40622211

E-Mail: deepali@indiacp.com

Mr. Ankit Singhi

Mob. +91 9910888952

Landline. 011 40622208

E-Mail: ankit@indiacp.com

For Further Information Contact