Entity compliance and governance

We continue to witness a significant volume of corporate actions across sectors for raising capital, consolidating, expanding or divesting business operations, entity rationalization, mechanisms for efficient use of surplus funds or maximizing cash repatriations/returns to shareholders. We have been engaged by clients to provide nimble, solution-oriented advice across the following illustrative areas:

• Mergers, demergers, and amalgamations
• Business transfers, slump sales and asset sales
• Fund infusions through issuance of securities (including debt securities), loans and borrowings
• Re-organization of share capital through buybacks, capital reductions, sub-divisions, consolidations, and securities transfers
• Board related services, including onboarding and orientation programs for Directors and key managerial personnel, evaluation of Boards and their committees and changes in composition of Boards and their committees
• Alteration of Memorandum and Articles of Association
• Advisory services with respect to CSR, transactions related to loans and investments, related party transactions and compliance structuring

Our team is equipped to provide year-round compliance support under the SEBI Listing regulations, SEBI Prohibition of Insider Trading (PIT) regulations and other allied SEBI regulations, along with digital governance solutions in identified areas. Our services include:  

• IPO assistance
• SEBI Listing Obligations and Disclosure Requirements (LODR) compliances
• Review of related party transactions and PIT compliances
• Preparation / review of Board’s report, corporate governance report and ESG reporting (BRSR)
• PIT tool
• Preparation and review of policies/codes
• Preparation of Standard Operating Procedures
• Governance review and benchmarking, including evaluation of corporate governance practices based on existing laws/regulations and Indian/global best practices
• Governance manuals
• Familiarization sessions for the Board/KMPs/Independent directors
• Year-round compliance support 

Our comprehensive health-check and remediation support services provide a holistic view of effectiveness of compliance frameworks, gaps in regulatory compliances and risks associated with non-compliance, based on the provisions of the Companies Act, 2013, Limited Partnership Act, 2008 or SEBI LODR Regulations. As part of this service offering, we provide:

• One-time diagnostic reviews to evaluate the completeness and accuracy of past compliances and corporate data, policies and processes
• Assistance in regularizing compliance gaps
• Assistance in compounding of offences
• Assistance in mapping legal obligations to internal processes and policies
• In-depth assessment of risks relating to process and policy gaps and non-compliances
• Recommendations to improve the company’s compliance reporting framework

For entities intending to close their business operations in India, we provide extensive advisory and closure support based on the financial position, status of assets and liabilities, status of pending litigations/prosecutions/proceedings and expected timelines for closure: 

• Advisory on modes of closure of an entity and repatriation of funds
• Strike-off of the company
• Liquidation support services
• Closure of LLPs / offices of foreign companies