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JSP Associates specialises in:
A. Company Laws and Securities Related Laws
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| I. Basic Services |
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Incorporation of New Company in India / Overseas |
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Joint Venture in India or Outside India and related policies of Govt. of India |
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Liaison and co-ordination with the Registrar and Share Transfer Agents, Stock Exchange(s), Depositories and the Securities and Exchange Board of India |
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Merger / Amalgamation / Demerger |
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Secretarial Compliance Audit |
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Company Law issues relating to – holding of meetings, maintenance / filing of records / returns, Corporate Governance, ESOP, Buy back, Takeover, Insider Trading etc. |
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Drafting of Director’s Report, Corporate Governance Report, Annual Report presentation Periodical advisory and / or retainer basis for Private Company / Closely held Company / Listed Company / Joint Venture Company / Section 25 Company for Company law related matters |
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Matters related to Investor Grievances |
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II.Statutory Certification |
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Statutory Declaration in Form 1 for Incorporation of new company in India |
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Verification of declaration in Form 19, 20 and 20A for compliances to commencement of business / es |
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Signing of Annual Return of Private / Public / Listed companies |
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Certify compliance of requirement under Schedule XIII |
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Certify all documents to be filed with Registrar of Companies to take on record within 10 days |
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Issue of Compliance Certificate as to whether the company has complied with all the provisions of Companies Act, 1956 for all types of companies including u/s. 383A |
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Declaration for registration of Memorandum and Articles of Section 25 companies |
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Certify extinguishments and physical destruction of share certificates bought back by company |
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Certify From 1 and 2 under Investor Education and Protection Fund Rules |
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Certify allotment as approved by Stock Exchange |
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Certify issue of certificates within one month of lodgement |
III. Procedural Compliance relating to Securities laws i.e. Stock Exchange / SEBI requirements
Liaison and co-ordinate with the Registrar and Share Transfer Agents, stock exchange, Depositories and the Securities and Exchange Board of India including the following: |
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Listing of Securities – Equity or Debt Instrument |
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Monthly submission of details of dematerialisation of securities |
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Co-ordination and submission of the quarterly certificate relating to Secretarial Audit relating to dematerialisation |
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Co-ordination and Submission of Certificate relating to transfer-cum-demat of shares as required under NSDL / CDSL Bye laws |
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Submission of quarterly shareholding pattern |
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Presentation and publication of quarterly results |
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Submission of Distribution Schedule |
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Submission of information under Regulation 8 of the SEBI (Substantial Acquisition of Shares & Transfers) Regulations |
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Co-ordination and submission of half yearly certificate as required under Clause 47 of the Listing Agreement |
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Managing the formalities related to Book Closure |
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Payment of Annual Listing fees |
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Preparation of Annual Report incorporating the necessary requirements of Clause 49 of Corporate Governance |
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Certificate relating to the quarterly Secretarial Audit for reconciliation as required under notification issued by SEBI |
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Certificate as required for transfer-cum-demat of Shares as required under the NSDL / CDSL Bye laws |
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Certificate as required for completion of the transfers as required under Clause 47 of the Listing Agreement |
IV. Preparation of the Status and Search Report from Registrar
of Companies for Banks / Financial Institutions
V. Services for specific assignments like obtaining Central Government Approval, SEBI Approval, ROC Approval, Written opinion, Certification etc.
| VI. Advisory & co-ordination on Forms /Return and Registers |
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Return of Allotment (intimation of issue of Shares) |
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Return of Change of Directorship |
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Yearly Annual Return |
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Intimation to R.O.C. of any Special Resolution passed by the company |
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Return of Increase in the Authorized Share Capital |
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Return for registration of creation / modification / satisfaction of Charges on the Assets of the company |
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Return of intimation of having beneficial interest in the shares not held in the company’s name |
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Return of appointment of Managing Director / Whole time Director / Manager etc. |
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Register of Members u/s 150 |
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Register of Directors, Manager, Managing Director and Secretary u/s 303 |
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Register of Directors’ Shareholdings u/s 307 |
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Register of Charges u/s 143 |
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Register of Investments not held in Company’s name u/s 49 |
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Register of Contracts and Arrangements in which the Directors are interested u/s 301 |
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Register of Applications and Allotments |
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Register of Transfers |
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Register of Attendance of Board and General Meetings |
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Minutes Books of Board and General Meetings etc. |
B. Foreign Direct Investment–Inbound and Outbound
| Advisory on followings based on Govt. of India Policy on Foreign Exchange, Foreign Exchange Management Act (FEMA), Import & Export Policies (EXIM), Notifications, Circulars, Guidelines issued by Reserve Bank of India from time to time |
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Advisory on Entry strategies into India |
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Establishment of Wholly Owned Subsidiary in India |
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Establishment of Branch, Liaison Office, Representative Office in India |
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Drafting of Shareholders Agreement for Joint Ventures |
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Drafting of Articles of Association for JV Companies |
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Drafting of Technology Transfer Agreement |
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Formation of Company outside India |
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Advisory on making application to Govt. of India (FIPB or concerned Ministries) or Regulatory Authorities (RBI) for Projects, Company Formation, Technology Transfers |
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Remuneration to Foreign Technicians & Foreign Directors |
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Royalty related matters |
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C. Intellectual Property Rights
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We are a registered Trademark Agent in India |
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Search Reports |
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Strategy for Registration |
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Clearance of oppositions |
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Registrations |
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Assignment related |
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Royalty Agreements |
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Licensing Agreements |
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Enforcement of IPR |
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Opposition to conflicting marks, passing-off, infringements etc. |
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Action against spurious goods manufacturers/marketers |
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Watch on journals |
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Civil and/or criminal action including Order u/s. 156(3), Stay Order from High Court etc. |
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Documentation including assignment, sell-off of IPR etc. |
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D. Legal Compliance Audit
| Periodical Audit to verify, check and confirm compliance by corporate on statutory laws including bare acts, rules, guidelines, circulars, notifications and any amendments, if any,: |
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Company Laws |
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Securities Laws |
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Commercial laws |
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Environmental Laws |
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Banking Laws |
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Labour Laws |
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Fiscal Laws – Direct and Indirect Taxes |
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Property Laws |
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Insurance Laws |
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IPR Laws |
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Constitutional laws |
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Consumer Laws |
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Civil Laws |
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Information Technology Laws |
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Arbitration Laws |
| Detail Coverage of Compliance Audit |
1. |
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The Companies Act, 1956 |
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The Competition Act, 2002 |
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Sick Industrial Companies (Special Provisions) Act, 1986 |
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SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 |
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SEBI (ESOP) Guidelines, 1999 |
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Securities Contact (Regulations) Act, 1956 |
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Listing Agreement with Stock exchange/(s) |
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Indian Contract Act, 1872 |
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Sale of Goods Act, 1930 |
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Negotiable Instrument Act, 1881 |
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Recoveries of Debts Due to Banks and Financial Institutions Act, 1993 |
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Depositories Act 1996 |
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Takeover Code |
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Manufacturing and Other Companies (Auditors Rport) Order, 1988 |
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Consumer Protection Act, 1986 |
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Essential Commodities Act, 1955 |
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Fatal Accidents Act, 1855 |
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Environment Protection Act, 1986 |
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Foreign Exchange Management Act, 1999 |
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Foreign Contribution (Regulation Act), 1976 |
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Water (Prevention and Control of Pollution ) Act, 1974 |
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Information Technology Act, 2000 |
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Payment of Bonus Act, 1965 |
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Minimum Wages Act, 1948 |
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Workman’s Compensation Act, 1923 |
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Employees Provident Fund and Miscellaneous Provisions Act, 1952 |
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Employees State Insurance Act, 1948 |
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Public Liability Insurance Act, 1991 |
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Equal Remuneration Act, 1976 |
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Payment Gratuity Act, 1972 |
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Factories Act, 1948 |
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Industrial (Development and Regulation) Act, 1951 |
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Industrial Employment (Standing Order) Act, 1946 |
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Industrial Disputes Act, 1947 |
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Contract Labours (Regulation and Abolition) Act, 1970 |
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Sales Promotion Employees (Conditions of Service) Rules, 1976 |
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Trade Union Act, 1926 |
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Arbitration and Conciliation Act, 1996 |
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Specific Relief Act, 1963 |
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Transfer of Property Act, 1882 |
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Registration Act, 1908 |
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Indian Stamp act, 1899 |
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Double Taxation Avoidance Agreements with various contries |
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Income Tax, 1961 |
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Wealth Tax Act, 1957 |
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Central Excise Act, 1944 |
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Service Tax, 1994 |
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Central Sales Tax Act, 1956 |
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Sales Tax Act of various States |
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Customs Act, 1962 |
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Prevention of Food Adulteration Act, 1954 |
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Import & Exports |
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Local Body – Municipality Laws |
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Standards of Weights & Measures Act, 1976 |
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Marine Insurance Act, 1963 |
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Trade Marks Act, 1999 |
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Copyrights Act, 1957 |
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Designs Act, 2000 |
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E. Legal Advisory
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Vetting of commercial, employment or labour related, property related, finance documents, legal documents to verify applicability and compliance of various applicable laws in India |
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Legal audit for existing commercial arrangements/documentations |
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Advisory legal compliance of various commercial documents like Periodical Schemes, Notices, MOU etc. |
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Drafting of Contracts, Agreements, Legal Documents, Notices, bank Documents etc. |
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Advisory on Cheque Dishonour cases |
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Matters relating to recovery of rightful dues and related legal actions through fastest legal recourse |
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Civil suits related advisory |
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Advisory on Criminal cases relating to Cheque Dishonour, Investor Grievances, Cheating, Insecticides, Prevention of Food & Drug Administration, Drugs & Cosmetic, Weights & Measures, Environment, Cyber Laws, Statutory Laws |
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Advisory on Arbitration matters |
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Advisory Movable / Immovable property matters |
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Stamp duty / registration matters |
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Winding-up cases |
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Consumer Forum cases |
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Labour law matters |
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Matters related to DRT |
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Co-op. Housing Society matters |
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Trust related matters |
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Any other legal matters relating to Partnership Firm, personal matters including wills, succession certificate, LOA, Letter of Probate etc. |
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