Routine Matters

• Handling investors, investors’ grievances, coordinating with the Registrar and Transfer Agents (RTA) on related issues, recording the weekly Beneficiary Position (Benpos), maintaining the share transfer registers, demat queries, replies to BSE in response to Investor Grievance, etc.
• Handling AGMs and EGMs. Conducting Court Convened meeting for the purpose of Merger.
• Secretarial work, which includes preparation of Notice of Annual General Meeting, Directors’ Report, Management Discussion & Analysis Report, Corporate Governance Report, Annual Return. Assisted in drafting of Chairman’s Speech for both the AGM and the Court Convened Meeting.
• Independently co-ordinating and conducting the Board Meetings and committee meetings.
• Preparation of Minutes of the Board Meetings, Audit Committee Meetings, Remuneration Committee Meetings, Share Transfer Committee Meetings and General Body Meetings of the shareholders.
• Maintenance and updation of various Statutory Registers.

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Corporate Transactions

We assist you in during an array of corporate transactions such as:

• Mergers & Acquisitions transactions – both domestic and International (Indian piece).
• Liaising with various law firms (international and domestic) for transactions, closing and post-closing activities, etc.
• Advising on Indian leg of various international takeovers.
• Conducting due diligences (both physical and virtual).
• Assisting clients in entering into joint ventures, including participating in negotiations, finalization of agreements and closing of transactions, etc.

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Audits

Various audits conducted:

• Secretarial Audit in accordance with circular issued by SEBI.
• Share transfer Audit as per clause 47C of the Listing agreement at the Registrar and Transfer Agent.
• Audit for Certification of the Annual Return as required under Companies Act, 1956 for listed companies.
• Audit for issue of Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956.
• Audit for certification under Section 205 of the Companies Act, 1956 for transferring unclaimed fixed deposits and dividends to Investor Education and Protection Fund.

We also offer the following audits:

• Diligence Reporting for lending banks.
• Internal Audit for stock broking companies.

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Special Assignments

Some of the special assignments we undertake are: 

• Issue and allotment of shares to Qualified Institutional Buyers (QIBs) under SEBI Regulations.
• Merger of an unlisted company with a listed company and in getting the said shares listed on the Stock Exchanges.
• Conducting Postal Ballot as per Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 for listed companies.
• Issue of shares under the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 in co-ordination with the Merchant Banker.
• Sub-division of shares of a listed company.
• Issue, allotment and listing of bonus shares for a listed company.
• Issue and allotment of Debentures and Preference shares including preferential allotment in public unlisted companies as well as private companies.
• Payment of dividend by a listed company and all the matters relating thereto.
• Allotment and Listing of shares issued on Preferential Allotment to Foreign Institutional Investors (FIIs) and private placements on the Stock Exchanges.
• Conducting Secretarial and Corporate Legal Due Diligences.
• Appearing before authorities, such as Company Law Board, Regional Director, RBI etc to represent the client in various petition and compounding matters.
• Drafting of share subscription agreements, share purchase agreements, shareholders’ agreements, commercial agreements, joint venture agreements within the framework of the Companies Act, 1956.
• Incorporation of companies and limited liability partnerships.
• Incorporation of societies under the Societies Registration Act, 1860.
• Shifting of registered office from one state to another and within the same state.
• Obtaining approval for contracts with related parties under section 297 of the Companies Act, 1956.
• Amendment of Memorandum (Object Clause) and Articles of Association of the Company.
• Amendment of Articles of Association of the Company to incorporate the shareholders agreement.
• Obtaining registrations under Bombay Shops & Establishment Act, 1948, Importer-Exporter Code Licenses, PAN, TAN, Profession Tax, etc.
• Preparation of documentation for debt raising from financial institutions.
• Conversion of Private Limited Company into a Public Limited Company and vice versa.
• Compliances for Company registered under Section 25.
• Filing Petition under Section 141 of the Companies Act, 1956 for condonation of delay for filing Form No. 8 with the Registrar of Companies.
• Carrying out search and preparing reports thereof.
• Liaising with private equity investors for various matters.

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Regulatory Compliances

Compliances with Stock Exchanges as per Listing Agreement including:

• Intimation of Book Closure under Clause 16.
• Shareholding Pattern under Clause 35.
• Compliances relating to Quarterly and Annual Financial Results under Clause 41.
• Corporate Governance Report under Clause 49.
• Replies to Stock Exchanges in response to Investors Grievances.

Securities and Exchange Board of India (SEBI):

• Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
• Disclosures under SEBI Insider Trading Regulations.
• Drafting and implementation of the Insider Trading Code in the Company.

Reserve Bank of India (RBI)/ Foreign Exchange Management Act (FEMA):

• Compliances under FEMA regulations and reporting to RBI for issue and transfer of shares to non-residents under Foreign Direct Investment (FDI) policy
• Issue of certificate for the purpose of submission of Form FC-GPR to the RBI
• Compliances relating to overseas direct investments (ODI)
• Compliances relating to External Commercial Borrowings (ECB)
• Compliances relating to Non-Banking Financial Companies (NBFCs).

Registrar of Companies (ROC) / Ministry of Corporate Affairs (MCA):

• Preparation, certifying and filing of various forms required to be submitted to the ROC through MCA’s online portal.
• Conducting secretarial audit and issue of Secretarial Compliance Certificate required u/s 383A of the Companies Act, 1956.

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Welcome

Khanna & Co. is a practicing Company Secretaries firm offering an array of services like corporate secretarial compliances, formation and mergers of companies, partnerships, due diligence, audit and advisory.

The CS firm was founded in the year 2014 by Preeti Khanna and Anup Khanna.

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