Company secretary as a start up Consultant CS. Rajiv Bajaj

Company secretary as a start up Consultant CS. Rajiv Bajaj Past COUNCIL MEMBER –ICSI 2015-2018 Chairman NIRC-2012 1

2

The main challenges for Startups are: Struggling to gain finance from banks. 3

The main challenges for Startups are: Not attracting Angel Investment or unable to access government help for start-ups 4

The main challenges for Startups are: Lack of planning is causing overspending and cash flow is becoming increasingly tight. 5

The main challenges for Startups are: Struggling to build a customer base. 6

The main challenges for Startups are: Finding it difficult to grow business 7

The main challenges for Startups are: Cannot attract best possible talent 8

What is the answer? 9

Company Secretary can provide start-ups with an affordable, value adding and flexible business consulting service that improves profitability, increases efficiency and helps businesses to grow. 10

Modernizing Operations These goals are achieved by focusing on our Key Concepts: 3 Reinventing the Workforce Energizing Strategy 11

Core Solution for Start-ups By 2024, the government promises to help set up at least 50,000 new startups and 500 new incubators, as also 100 innovation zones in urban local bodies. 12

HTTPS://WWW.STARTUPINDIA.GOV.IN Eligibility for Start up Action plan of startup of India Registration Process Supporting documents with application Sources of funding Incentives Benefits & Advantages to startups 13

Financial Cash flow Management Cost Reduction Management Accounting Business Analysis Management We can help start-ups control their cash flow by reducing costs and improving cash collection processes We can ensure the management team receive frequent, high quality financial data to help them make informed decisions. 14

Market Planning & Strategy Getting your Marketing & Advertising right is crucial for start-ups, it can be the difference between success or failure. We can help start-ups Analyze core marketing activities. Ensure branding of the is aligned to the corporate vision & target market Improve customer loyalty Improve customer service Market Planning Marketing Performance Reporting Branding Customer Service Customer Loyalty Strategy 15

BUSINESS PLANNING & GROWTH Having a robust business plan that is updated regularly is crucial for start-ups. Your business plan should be reviewed and updated on a monthly basis. CS can help start ups with: Business Plans for investment, loans or grants Corporate Strategy Business Planning/Budgets & Forecasts Growth Strategies Employee Performance Management Building of new reporting systems Dashboards, Scorecards & KPI's 16

PROCESS IMPROVEMENT & INNOVATION Political, cultural and technological events and trends have a profound impact on how business is conducted as they affect your customers and staff. Innovation is the introduction of new ideas, goods, services, and practices. It’s not just about new technology. It’s about new ways of doing things: new methods and new processes. We help drive innovation initiatives, increasing productivity and efficiency. Key Areas of focus: Cloud Computing Process Improvement Outsourcing options New Products & Markets Open source software options 17

Talent Management Recruiting and retaining quality staff is one of the biggest challenges start-ups face as they find it difficult to compete with larger companies. The workforce is changing and employees are more demanding than ever before. CS can help start-ups: Ensure they recruit and retain the best employee's Implement succession management for key employees to reduce business risk Ensure the organizational structure is agile and able to respond to change Ensure the business fosters a culture of productivity and innovation 18

Start-up Services 19

Four Core Services – At each stage Business Consultin g Business Analysis Outsourcing (BAO) MicroConsulti ng Business Mentoring 20

Business Consulting Company Secretary should focus on 12 key areas of start-up business management that enables them to plan, understand and grow their business. 21

Micro - Consulting Micro-consulting is a fixed price consulting solution that addresses business problems quickly and in a cost effective manner. 22

Business Mentoring Company Secretary can act as enterprise mentors who provide support to business owners and entrepreneurs and help them develop the skills to start and grow their business. 23

Business AnalysisOutsourcing Outsourcing management accounting and business analysis provides start-ups with high quality business analysis. Business Performance Manager (BPM) can have core roles for any business. Management Accounts Strategy & Planning BPM Business Analysis Business Systems 24

Benefits for Start up hiring a Company Secretary 25

Faster Decision Making 26

Higher Cash Balance & Cost Savings 27

Increase in sales 28

More opportunities for growth 29

Increased productivity 30

Core area aspects COMPANIES ACT FEMA INCOME TAX INDIRECT TAX COMPLIANCE IPRs ARBITRATION&CONCILIATION ASPECTS ECONOMIC & COMPETITION LAWS BUSINESS PROMOTION PROJECT DEVELOPMENT MANAGEMENT STRATEGIC DEVELOPMENT ASPECTS 31

Existing practices Company law services Services under Securities Contracts (Regulation) Act, 1956 and SEBI ACT, 1992 Services in respect of Arbitration/ conciliation Services in respect of Intellectual Property Rights Services under the Export & Import Policy and Procedures Services under the Customs Act, 1962 Services under the Central Excise Act Professional, Valuation of stocks, shares, debentures, etc. Services under the Income Tax Act, 1961 consultancy, Services under the Competition Act, 2002 and certification Consumer Protection Act, 1986 services Services under Foreign Exchange Management Act, 1999 Services under the Charter Policy, 1986 of the Department of Agriculture and Cooperation Personnel Services 32

Existing practices Corporate Governance Services Corporate laws advisory and representation services CORPORATE SERVICES MANAGEMENT CONSULTANCY SERVICES Financial market services Information Technology & cyber laws 33

corporate laws DIRECT TAX -Filing Returns INDIRECT TAXATION (GST) POLLUTION LAWS -Feasibility reports -licenses and registrations 34

Other laws OTHER ECONOMIC LAWS -Compliances -Registrations LABOUR LAWS -Compliances -Registrations CONSUMER PROTECTION ACT -Appearances before the tribunals IPR LAWS -Registrations - Appearances 35

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES Company law services a. formation and conversion of companies b. issue of share capital c. maintenance of records and issue reports d. appointments of directors, key managerial personnel and others e. conduction of Board Meetings, committee meetings, general meeting and other meetings f. follow up and liaising with ROC, ensuring compliance of various clauses of the listing agreement, Filling and filing of various forms and returns with ROC. g. Corporate Governance services 36

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES 1. Services under Securities Contracts (Regulation) Act, 1956 and SEBI ACT, 1992 a. Issuing certificate with respect to promoters' contribution; b. Countersigning certificate to be furnished by the listed company to SEBI to the effect that the terms and conditions for the issue of bonus shares as laid down in SEBI Guidelines have been complied with; c. Drafting of prospectus/letter of offer/other issue related documents and obtaining various approvals in association with the lead merchant banker; d. Listing of securities on recognised stock exchange; e. Issue advisor/consultant; f. Financial Consultant; g. Preparation of project reports for banks and financial institutions; h. Negotiations for financial assistance with banks and financial institutions including 37

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES Services in respect of Arbitration/ conciliation a. Advising or Drafting of the Arbitration and/or Conciliation Agreement/Clause; b. Acting as Arbitrator/Conciliator in Domestic and International Commercial Disputes. Services in respect of Intellectual Property Rights a. Advising on Intellectual Property Licensing; b. Acting as registered Trade Mark Agent; c. Advising on passing off/infringement matters 38

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES Services under the Export & Import Policy and Procedures a. Advising on Import/Export regulations; b. Issue of various certificates under the Export Import Policy & Procedures; c. Certification of year-wise value of the applicant's sales turnover of ammunition (Indigenous or imported) during the last the last three years for obtaining license for import of ammunition; d. Certification of past consumption of the items sought to be imported during the preceding two licensing years with respect to import of other restricted items; Certification of exports of products manufactured by the applicant in the preceding three licensing years with respect to grant of Export Promotion Capital Goods (EPCG) License; 39

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES of stock Valuation s, Income Tax Act, 1961 shares, debentures, etc. Service under s the a. Acting as an authorised representative before the Income-tax authorities During the assessment Proceedings, furnishing of records/documents/explanations called for, filing of appeals, claiming refunds, getting the transactions registered; b. Computation of tax payable, filing of returns of Income of the company and its directors, obtaining permanent account number, computation and payment of advanced tax; c. Advising computation of deduction of tax at source, filing of forms and issues of TDC Certificates; d. Tax planning and tax management for the company - advising about the tax concessions/incentives/relief, planning, setting up of business, amalgamation, diversification, expansion to avail tax benefits; 40

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES Services under the Competition Act, 2002 and Consumer Protection Act, 1986 a. Acting as an authorised representative before the Competition Commission/Consumer Forums; b. Advising company on dealership agreements, trade practices, sales promotion scheme, marketing and sales campaigns; c. Drafting replies to show cause notices; d. Arranging and advising on industrial licensing, foreign collaborations, joint ventures and setting up of subsidiaries in India and abroad, memorandum of undertaking, promoters’ agreement, shareholder agreement, commercial agreements. 41

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES Services under Foreign Exchange Management Act, 1999 a. Advising on legal and procedural matters falling under FEMA; b. Issue of various certificates for exchange control purposes; c. Certification of particulars of capital and resident, non-resident interests required to be submitted by Indian companies pursuant to approval given by the RBI under FEMA d. Certification of copies of the Profit & Loss Accounts and Balance Sheets of the selling company for the four years preceding the year of sale to be attached to Form IPI 4; e. Certification for payment of technical know-how fee and royalty in Forms TCK/TCR respectively, under foreign technical collaboration; f. In case of transfer of shares of a company registered in India by a non-resident to a person resident in India, by private arrangement, certification showing the fair value of shares calculated as per the valuation guidelines of the erstwhile CCI; 42

PROFESSIONAL, CONSULTANCY, CERTIFICATION SERVICES unde th Charte Policy 198 Services r e r , 6 Agriculture and Cooperation a. Certifying particulars of vessels of th e Departme nt of the company chartering foreign fishin g Personnel Services a. Advisor on labour and industrial law Requirements; b. Manpower planning and development 43

CORPORATE SERVICES Services under Foreign Exchange Management Act, 1999 Corporate Governance Services a. Advising on good governance practices and compliance of Corporate Governance norms as prescribed under the Companies Act, Listing Regulations and various other laws, rules and regulations. B. Maintenance of secretarial records, statutory books and registers C. Arranging Board/general meetings and preparing minutes thereof all work relating to shares and their transfer and transmission. 44

CORPORATE SERVICES Corporate laws advisory and representation services a. SEBI Act, 1992, SCRA, 1956 and Rules and Regulations made there under b. Depositories Act, 1996 c. Foreign Exchange Management Act, 1999 d. Environmental and Pollution Control Laws e. Labour and Industrial Laws f. Co-operative Societies Act g. Mergers, Amalgamations and Strategic Alliances h. Foreign Collaborations and Joint Ventures i. Setting up Joint Ventures / wholly owned subsidiaries abroad j. Competition Policy and Anti Competitive Practices k. Intellectual Property Rights - Protection, Management, l. Valuation and Audit m. Drafting of Legal Documents 45

CORPORATE SERVICES Representation Services Representing on behalf of a company / other persons before: a. Company Law Board b. National Company Law Tribunal c. Competition Commission of India d. Securities Appellate Tribunal e. Registrar of Companies f. Consumer Forums g. Telecom Disputes Settlement and Appellate Tribunal i. Tax Authorities, and j. Other Quasi-judicial bodies and Tribunals 46

CORPORATE SERVICES Arbitration and Conciliation Services a. Advising on arbitration, negotiation and conciliation in commercial disputes between parties b. Acting as Arbitrator/Conciliator in domestic and international commercial disputes c. Drafting Arbitration/Conciliation Agreement/Clause 47

MANAGEMENT CONSULTANCY SERVICES Financial market services 1. Banking and raising funds services: a. Loan documentation, registration of charges, status and search reports b. Raising of funds from international markets ADR/GDR/FCCBs/ FCEBs/ECB c. Due diligence d. Diligence Report and Certification in respect of Consortium/Multiple banking arrangement made by Scheduled Commercial Banks/Urban Cooperative Banks. e. Loan Syndication f. Loan Documentation 48

MANAGEMENT CONSULTANCY SERVICES International trade and world trade services: A. Advising on matters related to IPRs under TRIPs Agreement of WTO B. Advising on matters relating to antidumping, subsidies and countervailing duties International Commercial Arbitration C. Advising on and issuing certificates in respect of Foreign Trade Policy and Procedures D. Advising on Intellectual Property licensing and drafting of Agreements E. Acting as registered Trade Marks Agent 49

MANAGEMENT CONSULTANCY SERVICES Information Technology Compliance with cyber laws Conducting Board Meetings through video-conferencing and teleconferencing Advising on IT related IPR Developing management reports and controls Maintaining statutory records in electronic form E-Filing of forms/documents in electronic mode with Registrar of Companies and other statutory authorities 50

Role of CS under Competition Law Competition law in India is an important aspect of the legal studies that the Professionals like Company Secretaries need to master. Company Secretaries need to be fully aware of the legal implications and need to be equipped to advice companies . As the national boundaries disappear when it comes to trade and commerce, there is an increase in competition and more pressure on organizations to become leaner with stress on higher efficiency and achieving technological excellence. In such corporate scenarios Company Secretaries need to balance the requirements of business by complying with the legalities. Professionals like Company Secretaries are called upon to look into the finance and accounting, audit reports, budgeting, materials management, commercial and overall administration, besides the standard legal and secretarial functions. 51

. Role of CS undeR Competition law Cont With the opening up of the economy and increasing competition, there are many activities such as joint collaboration, foreign collaboration, takeovers, acquisitions, mergers, information technology and associated cyber laws which are newer areas where legal and statutory provisions need to be looked into and companies are turning for advice and guidance from Company Secretaries in such aspects. Sustaining market confidence, settling of commercial disputes are new focus areas where company secretaries need to show their competence and build their expertise in. In this regard the ICSI institute has considerable foresight in offering its expert services to the government bodies. They also guide practicing and working CS professionals in staying updated with the latest changes in the legal and statutory scene in the country; continuing education programmes are also formed to keep Company Secretaries updated in latest developments in laws, statutes, corporate governance and other focus areas. 52

CERTIFICATION UNDER vARIOUS Laws Annual Certification of a Listed Company under Company Law. Pre Certification of a company under Company Law. Compliance Certificate of a company under Company Law. Certificates for Banks FC-GPR under FEMA provisions. RBI due diligence certificate SEBI LODR certification. Reconciliation of Share Capital Audit under SEBI. Certificate of extinguishment of Shares(Buy Back). 53

PRECAUTIONS FOR CERTIFICATIONS Back up Documents Compliance of Law Independent Search Rewards 54

Emerging areas Human Resources Carbon Credits IFRS IPRsInvestigation,maintenance,agreements and audits Intangible Assets Valuation Labor Law Compliance Certificate/Audits Due Diligence 55

Emerging areas GST (Goods and Service Tax) - CGST - SGST - IGST, Integrated Goods - and UGST INSOLVENCY - Resolution process Service Tax - Liquidation - Bankruptcy VALUATION Tangible assets Intangible assets (Goodwill& IPR) 56

AUTHORITIES EXISTING ROC RBI BSE/ NSE SEBI ITAT &CESTAT CONSUMER PROTECTION COUNCIL NCLT Board (SEZ) ENERGY CONSERVATION APPELATE TRIBUNAL IRDA TRAI EMERGING Forward Market Commission GST PFRDA 57

iCSi Regulations GENERAL PERMISSIONS BY THE COUNCIL As a Director in a company. Partner in an LLP. As a professor. Life Insurance Agent. Editorship of professional journals. 58

Role of PCS under The Real Estate (Regulation and Development) Act, 2016 59

Professional Competencies Commitment to Continuous learning Mastery of Theoretica l Knowledge Ability to create knowledge as well as possess it Professional Competencies Capacity to solve problems Enthusiasm and Commitment to customers Applying theoretical knowledge to practice 60

CODE OF CONDUCT Friendly environment Professional and ethical behavior Confidentiality Due respect to the fellow members Spirit of Law Be more concerned your with character than your reputation, because your character is what you really are, while your reputation is merely what others think you are. 61

HOW DO YOU ACHIEVE SUCCESS? 62

TIP FOR SUCCESS S Relationship Timely delivery Alertness Updates Understanding Extending helping hand Balance Know your client You must do the things thin you cannot k do. yo u Roosevelt 63

In a nut shell PCS ROLES: As an Advisor As an Auditor As a Consultant As an Academician As a Researcher As a Director As an Entrepreneur As a People’s Representative 64

65

Thank you for Your Attention Wish you a grand success !!!!! U can reach out at : www.Bajaj-Bajaj.com 66