Investment and Stock Market Consultancy

The Share Market in today’s senior is not limited to the geographical boundaries of any country. Any Investor sitting in one country can purchase securities on a Company listed under any other country.

As per the report issued from the well-known organization, “The Share of Retail Investors in NSE-listed Companies as of June 30 was 7.18%, compared with 6.96% in March or 6.89% five years ago”. This shows that the involvement of Retail Investors i.e., an individual investor who applies or bids for specified securities for a value of not more than two lakh rupees.  ( defined under SEBI( Issue of Capital and Disclosure Requirement) Regulation, 2018.) in increasing on day to day bases.

However, not everyone investing in the market is financial literate or a professional who can read the graphs or the reports issued by Companies, However, we, M/s. J. K. Gupta & Associates are there to help and assist you with it.

The Proprietor of the firm i.e., Mr. Jitesh Gupta is a Postgraduate in Master of Business Administration (MBA) in the field of Finance Specialization, He has also passed two NCFM certificate courses of National Stock Exchange of India to enhance his knowledge in this field. He and his team is in the business of providing advises and other ancillary stock marketing related services to our client since 1995.

Our firms has seen all the upwards trends and well as the downwards trends of the market from which we have protected our clients and will do the same in the future.

Wealth Management

Our Firm is having wide range of client to whom we are offering Wealth Management Services, few of them are milliners and other are just common people running their business and want to maximize their wealth in the best possible manner.

Wealth Management is a very common term in today’s business market, we all are aware about the basic meaning of this term i.e., “Wealth management is an investment advisory service that combines other financial services to address the needs of affluent clients.”

However, we are living in an illusion that Wealth Management is for those who are having plenty of idle funds in their bank Accounts or for those who are billionaires. Due to this misconception there are many Individuals who really want to avail such services but they won’t.

A good Wealth Management Consultant won’t be asking for all your saving, but he should aware your will all the possibilities according to your needs.

Our Firm is having wide range of client to whom we are offering Wealth Management Services, few of them are milliners and other are just common people running their business and want to maximize their wealth in the best possible manner.

We are having approx.. 25 years of experience in this consultancy services and our moto is not just be render them services but to provide them services in accordance to their needs., i.e., if they are willing to take risk then we are offering them keeping risk factor in our mind and so on.

In this pandemic situation we all have understood that managing your saving and wealth has become need to time & our firm is best in the business.

Merger and Acquisition

The 21st Century’s Corporate world is very dynamic and at the same time competitive in nature where each and every business entity is striving for their expansion and growth at global level and for attaining this, they are heading towards organic ( internal) as well as inorganic (external) methods of growth. Such as some business tycoons are joining hands with other corporate entities to take the advantage of economies of scale and to eliminate the competition. In order to survive in this competitive environment, it has become imperative to enter into various arrangements which involve Mergers, Amalgamations, Joint Venture, Acquisitions, Takeovers, etc.

And one of the emerging trend which has been adopted rapidly by various entities is Mergers and Acquisitions.

Before we proceed with the legal complexities involved in the process, let’s try to understand the meaning of the term ‘Merger’ and ‘Acquisition’.

  • The term “Merger” is not particularly defined under any act however it can be defined as a corporate arrangement wherein two or more corporate entities combine together to form a new entity. Generally, in this type of arrangement the entity which is merging into the other one ceases to exist.
    Therefore, we can encapsulate that under merger two or more entities came under the same roof to take various advantages such as reducing the multiplicity of legal and regulatory compliances, rationalizing costs, increasing operational efficiency, strengthening its position in the industry in terms of the assets base, revenues, product and service range, taking benefits of synergy etc.

There are various types of Mergers which are commonly used in the corporate environment, some of them are as bifurcated below:

Whereas the term “Acquisition” refers to a transaction or arrangement where a Company acquires, takeover or purchases another Company.

Sometimes, these terms are often used interchangeably, but they actually differ in meaning. In merger the arrangement between the entities will be always amicable, whereas the acquisitions can either be hostile or friendly.

Other Services

J. K. Gupta & Associates is an established firm of Company Secretaries with a proven track record. We specialize in solving the complexities of Company Law and Company Secretarial practice. We are providing consultancy to many companies dealing with day-to-day Company Secretarial matters and advising directors on their legal responsibilities. We act as consultants to many other companies applying our Technical Skills and expertise on an assignment-to-assignment basis. For example, the appointment of a director, change of name of the company, amendments to the Articles of Association, an amendment to the object clause, Public/Right Issue of Shares or debentures, private placement, buy-back of own shares etc. We handle all Company Secretarial matters whether routine or complex and ensure the proper governance of Law.

We are acknowledged experts in all areas of Secretarial Practice & Company Law with a broad client base of exceptional depth & Quality. Our clients range from Manufacturers to Financiers. Exporters/Importers to Retailers, Multinational Companies to Closely held companies, big corporate houses to small family business entities. Stock & Share brokers to investors and others.

The indicative list of assignments handled by us and the services provided to the clients is as below:

  1.  
E-Form which are to be filed on a Yearly, Half Yearly and Quarterly bases
  1.  
Maintenance and updating of records, registers, books etc. required under the Companies Act.
  1.  
Pre -Certification of forms & Returns required to be filed with Registrar of Companies.
  1.  
Consultation on Corporate Laws & Tax Laws
  1.  
Handling of all Secretarial, Financial and Legal functions of the Company.
  1.  
Arranging & Conducting Board and General Meetings of the Company and all other group Companies and Making of Subsequent Documentation like Minutes and ROC Filing Documents
  1.  
Appointment and Resignation of Directors and Filing of Form DIR-12
  1.  
Preparation, Execution and Registration of all Legal documents.
  1.  
Powers of Attorney, Resolutions, Regulations, Professional services contracts.
  1.  
Our Delhi office offers Registered Office addresses for Overseas Companies.
  1.  
Company’s Trademarks and Copyrights. Appearing before Trademarks and Copyrights Registrar.
  1.  
Liaison with Lead Manager, SEBI, Stock Exchange, Registrar of Companies, Reserve Bank of India Ministry of Corporate
  1.  
Management Consultancy
  1.  
Compounding of offences under Companies Act.
  1.  
Buyback of shares
  1.  
Formations and Implementation of Employee Stock Option(s) Schemes
  1.  
Appearance before National Company Law Tribunal, Consumer Court & other Semi-Judicial Authorities
  1.  
Striking Off of Companies
  1.  
Conversion of Legal Status of the Company
  1.  
XBRL Filing also IND AS XBRL Filing
  1.  
Shifting of Registered Offices
  1.  
Issuance of ECB certificates and Certificates required by Listed Entity
  1.  
Issue of Compliance Certificate under Companies Act.

Secretarial Audit and Due Diligence of Various Government and Non-Government Companies

Secretarial Audit – Major Compliances under Companies Act

 

Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, maintenance of books, records etc., by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed due processes. It is essentially a mechanism to monitor compliance with the requirements of stated laws and processes

 

Applicability

Every Listed Company or 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. or Every Private Company which is subsidiary of Public Company with above criteria. The Secretarial Report shall be in form MR-3annexed with the Board Report

INITIAL REQUIREMENTS:

  • Representation Letter from the Company
  • List of other Acts applicable on the Company
  • MOA & AOA of the company
  • Copy of Joint Venture Agreement, Technical

Collaboration Agreement if any.

  • Financial Statements of last year
  • Events List

 

The secretarial auditor should verify the Compliances relating to following:

  • Memorandum and/or Articles of Association.
  • Disclosures
  • Issue of shares and other securities
  • Transfer and transmission of shares and other securities and related matters
  • Deposits
  • Charges
  • Auditors

Meetings of directors/committees thereof, security holders and other stakeholders.

  • Secretarial Standards
  • Dividend
  • Corporate Social Responsibility (CSR)
  • Directors and Key Managerial Personnel (KMP)
  • Loans to Directors, etc, and related party transactions
  • Loans, Investments, Guarantees and Securities
  • Registers, filing of forms, returns and documents

Our Proprietor Mr Jitesh Gupta is Eligible to be appointed as Secretarial Auditor of the Company. Mr Jitesh Gupta is also on the Panel of Experts as Mediators & Conciliators established by the Ministry of Corporate Affairs. He is a member of various core committees of ICSI and NIRC of ICSI and is on the panel of Peer Reviewers of ICSI. He was formerly the Board member of Auditing Standards of ICSI and was also a former member of the Expert Advisory Board of ICSI.

He is also a Member of the Corporate Governance Committee of the PHD Chamber of Commerce. He is been working under Insolvency laws from the Enactment of this act. Our Firm has vast Experience in Corporate laws and the team of professionals always helps the Corporate ineffective compliance of Corporate laws in the Companies.

 

 

Disclaimer: [This article has been prepared on the basis of information available till date. But professionals are advised to study the laws and compliance thoroughly before carrying out the insolvency process].

 

Voluntary Liquidation and Winding-up Services

  • Filing of an Application to the Authority for the commencement of Voluntary Liquidation Process
  • Acting as Liquidator
  • Appearance before National Company Law Tribunal
  • Any other related Work

Goods and Services Tax

J. K. Gupta & Associates specialize in solving the complexities of company law and company secretarial practice. We act as consultants to many companies dealing with all day to day company secretarial matters and advising directors on their legal responsibilities. We act as consultants to many other companies applying our technical skills and expertise as and when they are required. For example, the appointment of a director, transfer of shares or the convening and holding of meetings. In addition, most companies will, from time to time, be involved in more complex changes such as amendments to the Articles of Association, re-registrations, purchase of own shares, acquisitions or disposals etc. We handle all company secretarial matters whether routine or complex. We will ensure the proper governance of law and that each procedure is carried out properly and correctly.

Our Firm deals in below-mentioned Services as well:-

SL No.

Particulars

1

GST

Obtaining GST Registrations

Filing of GST Returns

2

Obtaining Digital Signatures (Class 3) (Signing and Encryption Both)

3

MSME Registration

4

Registration under Shops and Establishment Act

5

Obtaining Pan and tan and Updation in Pan and Tan Records

Liquidation Process

A Brief Introduction to the Liquidation Process under the IBC, 2016:

Liquidation is the last stage of any company’s Life, once the Liquidation Process of a Company is Completed, then such company ceased to exist. In India, the Liquidation Process is governed by the “Insolvency and Bankruptcy Code, 2016, and Regulation made thereunder, i.e. Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. The Prime duty of the Liquidator is to maximise the value of the stakeholder(s). The liquidation Process shall be completed within one year from its commencement date. 

Following is a table explaining the brief flow of the liquidation Process:

Initiation of Liquidation Process: Where the Adjudicating Authority, -before the expiry of the insolvency resolution process period, does not receive a resolution plan or(b) rejects the resolution plan under section 31 for the non-compliance of the requirements specified therein, Where the resolution professional, at any time during the corporate insolvency resolution process but before confirmation of resolution plan, intimates the Adjudicating Authority of the decision of the committee of creditors to liquidate the corporate debtor, Where the resolution plan approved by the Adjudicating Authority is contravened by the concerned corporate debtor, any person other than the corporate debtor, whose interests are prejudicially affected by such contravention, may make an application to the Adjudicating Authority for a liquidation order as referred to in sub-clauses (i), (ii), (iii) of clause (b) sub-section (1).In the occurrence of any of the above circumstances, the Adjudicating Authority passes liquidate
Appointment of liquidator Eligibility for appointment as liquidator: An insolvency professional shall be eligible to be appointed as a liquidator if he, and every partner or director of the insolvency professional entity of which he is a partner or director, is independent of the corporate debtor. Where the Adjudicating Authority passes an order for liquidation of the corporate debtor, the resolution professional appointed for the corporate insolvency resolution process shall, subject to submission of his written consent to the Adjudicatory Authority shall act as the liquidator for the purposes of liquidation unless replaced by the Adjudicating Authority. Replacement of the Resolution ProfessionalThe Adjudicating Authority shall by order replace the resolution professional, if the resolution plan submitted by the resolution professional, was rejected for failure to meet the requirements mentioned in sub-section (2) of section 30; or the Board recommends the replacement of a resolution professional to the Adjudicating Authority for reasons to be recorded, or the resolution professional fails to submit written consent, In any of the above-mentioned events the Adjudicating Authority may direct the Board to propose the name of another insolvency professional, to be appointed as a liquidator.
Public Announcement by Liquidator The liquidator shall make a public announcement in Form B of Schedule II within five days from his appointment, to call upon stakeholders to submit their claims or update their claims submitted during the corporate insolvency resolution process, as on the liquidation commencement date and provide the last date for submission or updation of claims, which shall be thirty days from the liquidation commencement date.]The announcement shall be published-(a) in one English and one regional language newspaper at the location of the registered office and principal office, if any, of the corporate debtor and any other location wherein the opinion of the liquidator, the corporate debtor conducts material business operations;(b) on the website, if any, of the corporate debtor; and(c) on the website, if any, designated by the Board for this purpose
Submission of the claim. A person, who claims to be a stakeholder, shall submit its claim, or update its claim submitted during the corporate insolvency resolution process, including interest, if any, on or before the last date mentioned in the public announcement, in the following forms.01.Claims by operational creditors.Form C02.Claims by financial creditors.Form D03.Claims by workmen and employees form E04.Claims by other stakeholders
Verification of claims The liquidator shall verify the claims submitted within thirty days from the last date for receipt of claims and may either admit or reject the claim, in whole or in part, as the case may be.  The liquidator may call for such other evidence or clarification as he deems fit from a claimant for substantiating the whole or part of its claim.

 

List of stakeholders The liquidator shall prepare a list of stakeholders, category-wise, on the basis of proofs of claims submitted and accepted under these Regulations, with-(a) the amounts of claim admitted, if applicable,(b) the extent to which the debts or dues are secured or unsecured, if applicable,(c) the details of the stakeholders, and(d) the proofs admitted or rejected in part, and the proofs wholly rejected. The be announced to the public in the manner specified in Regulation 12(3). liquidator shall file the list of stakeholders with the Adjudicating Authority within forty-five days from the last date for receipt of claims, and the filing of the list shall  with the Adjudicating Authority within forty-five days from the last date for receipt of claims, and the filing of the list shall  
Stakeholders’committee and its meeting. The liquidator shall constitute a consultation committee within sixty days from the liquidation commencement date, based on the list of stakeholders to advise him on the matters relating to the sale of Assets to the Corporate Debtor. The liquidator shall convene a meeting of the consultation committee when he considers it necessary and shall convene a meeting of the consultation committee when a request is received from at least fifty-one per cent of representatives in the consultation committee
REALISATION OF ASSETS[Sale of Assets]. The liquidator may sell- (a) an asset on a standalone basis; (b) the assets in a slump sale;  (c) a set of assets collectively; (d) the assets in parcels; (e) the corporate debtor as a going concern; or (f) the business(s) of the corporate debtor as a going concern: Provided that where an asset is subject to a security interest, it shall not be sold under any of the clauses (a) to (f) unless the security interest therein has been relinquished to the liquidation estate.
Mode of sale. The liquidator shall ordinarily sell the assets of the corporate debtor through an auction in the manner specified in the Schedule. The liquidator may sell the assets of the corporate debtor by means of the private sale in the manner specified in Schedule when-(a) the asset is perishable;(b) the asset is likely to deteriorate in value significantly if not sold immediately;(c) the asset is sold at a price higher than the reserve price of a failed auction, or(d) the prior permission of the Adjudicating Authority has been obtained for such sale:
Distribution of unsold assets. The liquidator may, with the permission of the Adjudicating Authority, distribute amongst the stakeholders, an asset that cannot be readily or advantageously sold due to its peculiar nature or other special circumstances. The application seeking the value of the asset; detail the efforts made to sell the asset if any; and provide reasons for such distribution permission of the Adjudicating Authority shall-identify the asset; provide a sset; detail the efforts made to sell the asset if any; and provide reasons for such distribution
Liquidator to realize uncalled capital or unpaid capital contribution. The liquidator shall realize any amount due from any contributory to the corporate debtor.No distribution shall be made to a contributory unless he makes his contribution to the uncalled or unpaid capital as required in the constitutional documents of the corporate debtor.
Proceeds of Liquidation and Distribution of Proceeds All money is to be paid into a bank account.

The liquidator shall open a bank account in the name of the corporate debtor followed by the words ‘in liquidation, in a scheduled bank, for the receipt of all money due to the corporate debtor.

Distribution Subject to the provisions of section 53, the liquidator shall not commence distribution before the list of stakeholders and the asset memorandum has been filed with the Adjudicating Authority. (2) The liquidator shall distribute the proceeds from realization within 22[ninety days] from the receipt of the amount to the stakeholders. (3) The insolvency resolution process costs if any and the liquidation costs shall be deducted before such distribution is made.
Completion of liquidation. The liquidator shall liquidate the corporate debtor within a period of one year from the liquidation commencement date.

Provided that where the sale is attempted under sub- Regulation (1) of regulation 32A, the liquidation process may take an additional period up to ninety days.]If the liquidator fails to liquidate the corporate debtor within one year, he shall make an application to the Adjudicating Authority to continue such liquidation, along with a report explaining why the liquidation has not been completed and specifying the additional time that shall be required for liquidation.

Final report prior to dissolution When the corporate debtor is liquidated, the liquidator shall make an account of the liquidation, showing how it has been conducted and how the corporate debtor’s assets have been liquidated. If the liquidation cost exceeds the estimated liquidation cost provided in the Preliminary Report, the liquidator shall explain the reasons for the same. The liquidator shall submit an application along with the final report and the compliance certificate in form H to the Adjudicating Authority for –(a) closure of the liquidation process of the corporate debtor where the corporate debtor is sold as a going concern; or(b) for the dissolution of the corporate debtor, in cases not covered under clause (a).]
Post Dissolution After filing the Dissolution Application, Once the hon’ble tribunal passed the Dissolution order of the CD, a copy of the order shall be forwarded to the authority with which the Corporate Debtor is registered within 7 days, from the receipt of the order.    

Apart from the aforesaid Liquidation Process, the Liquidator is also required to prepare and file several Reports, Applications and Documents, from time to time, into the spam of Liquidation. 

Following the table explaining the brief Reporting requirement of the Liquidator and their respective Timeline:

Name of the Report Content Timeline
Preliminary report The liquidator shall submit a Preliminary Report to the Adjudicating Authority date, having the following details-(a) the capital structure of the corporate debtor;(b) the estimates of its assets have and liabilities as on the liquidation commencement databased on the books of the corporate debtor: within seventy-five days from the liquidation commencement
Asset memorandum; The asset memorandum shall provide the following details in respect of the assets which are intended to be realized by way of sale-(a)value of the asset, (b) intended manner of sale © expected amount of realization from sale; and(d) any other information that may be relevant for the sale of the asset within seventy -five days from the liquidation commencement
Progress report(s); A Progress Report shall provide all information relevant to liquidation for the quarter, including-(a) appointment, tenure of appointment and cessation of appointment of professionals;(b) a statement indicating progress in liquidation, including (i) settlement of list of stakeholders,(ii) details of any property that remain to be sold and realized,(iii) distribution made to the stakeholders, and(iv) distribution of unsold property made to the stakeholders; (a) first Progress Report within fifteen days after the end of the quarter which he which he is appointed;(b) subsequent Progress Report(s) within fifteen days after the end during which he acts as liquidator; and
Sale report(s); Assets Sale report consists of the following: the realized value; cost of realization, if any; the manner and mode of sale; if the value realized is less than the value in the asset memorandum, the reasons for the same; the person to whom the sale is made; and any other details of the sale. On the sale of an asset
Final report prior to dissolution account of the liquidation, showing how it has been conducted and how the corporate debtor’s assets have been liquidated Along with the Dissolution Application on the Completion of the Liquidation.

 

Disclaimer: [This article has been prepared on the basis of information available till date. But professionals are advised to study the laws and compliance thoroughly before carrying out the Liquidation Process].

 

 

We at J. K. Gupta and Associates provides services relating to the above-mentioned liquidation Procedure.

 

  • Filing of an Application to the Authority for the commencement of Liquidation Process
  • Acting as Liquidator
  • Appearance before National Company Law Tribunal
  • Any other related Work

Pre-Packaged Insolvency Resolution Process

  • Filing of an Application to the Authority for the commencment of Corporate Resolution Process
  • Acting as an Interim Resolution Professional and Resolution Professional
  • Appearance before National Company Law Tribunal
  • Forensic Audit(s) and other Audit
  • Any other related Work 

Fast Track Corporate Insolvency Resolution Process

  • Filing of an Application to the Authority for the commencment of Corporate Resolution Process
  • Acting as an Interim Resolution Professional and Resolution Professional
  • Forensic Audit(s) and other Audit
  • Appearance before National Company Law Tribunal
  • Acting as Authorized Representative
  • Any other related Work

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