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Companies Act 2013 & Other Corporate Laws

Regulatory and Statutory Compliance Management

Regulatory and Statutory Compliances are of utmost importance and the cost of non-compliance is on the increase day by day. Studies conducted by leading research organisations across global economies have proved that the cost of compliance is very small compared to the cost of non-compliance. Finteglaw helps large corporate groups and small businesses as well to achieve high levels of compliance by implementing automated systems (and manual systems, depending on clients' choice) for Regulatory and Statutory Compliances.

Governance Risk Management and Compliance (GRC) Processes

Governance, Risk Management, and Compliance are three pillars that work together for the purpose of assuring that an organization meets its objectives. When organizations reach a size, it becomes imperative that coordinated control over GRC activities is required to insulate the organisation against risks and to make it adhere to high standards of Corporate Governance. The business faces relentless demands to conform to regulations, standards, frameworks, and control requirements. With both internal and external security threats on the rise globally, it is increasingly important that any organization have a reliable Governance, Risk, and Compliance (GRC) program in place. Finteglaw helps large and midsize organisation to automate the internal controls for Risk Mitigation, Regulatory Compliances, and above all Board Governance so that the cost of non-compliance is brought to zero.

Corporate Social Responsibility (CSR)

In terms of Section 135 of Companies Act, 2013 read with Schedule VII thereof, CSR needs to be carried out, by certain companies as prescribed, in areas such as (i) Eradicating hunger, poverty and malnutrition, (ii) Promoting education, (iii) Promoting gender equality and empowering women, (iv) Ensuring environmental sustainability, (v) Protection of national heritage, art and culture, (vi) Measures for the benefit of armed forces veterans, (vii) Contributions to technology incubators, (viii) Rural development projects, (ix) Swachch Bharat, etc.

CSR is a matter of Governance by all means. The Role of Finteglaw in implementing Corporate Social Responsibility (CSR) includes identification of eligible and genuine projects for implementation. Finteglaw also conducts audit of the end use of the money spent on CSR and provide a report to the Board of the Client company.

SEBI Takeover Code

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 has both trigger based compliances and periodic compliance enshrined in it. SEBI Regulations envisage very high penalties for non disclosures and other violations of the Takeover Code. Finteglaw assists listed companies design and implement internal control systems and process to achieve high levels of compliance in terms of the SEBI Takeover Code. Finteglaw also assists target companies to rectify non-compliances with the SEBI Takeover Code. Finteglaw closely coordinates with Merchant Bankers in acquisition process, apart from undertaking due diligence on the target companies from a Takeover perspective.

Competition Law Compliance

All organisation need to pay attention to the compliance requirements with Competition Act 2002. Existence of internal systems and process to comply with the Competition Act 2002 and related matters will ensure that your organisation is fairly insulated against the risks of huge penalties associated with infringement of the Competition Law. Further, competition compliance promotes a culture of compliance and encourages good corporate citizenship.

The Competition Act covers all economic agents such as producers, service providers, traders, sellers, buyers, etc. All public sector enterprises, Central or State, are also within the purview of the Competition Act. Even government departments engaged in commercial activities are within its purview.

Finteglaw helps clients devise a business friendly internal control systems to ensure compliance with Competition Act 2002.

Anti Money Laundering (AML) Compliance

Financial Intermediaries have started realising the importance of implementing an enterprise wide risk-based Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) Compliance Program. In this context, evaluating the money laundering risks in an organization and identification of the tools and techniques for mitigating these risks can present a significant challenge. Finteglaw provides a wide variety of consultative services designed to assist organizations in all aspects of AML/CFT compliance, including the following:

  • Designing and Implementation of AML/CFT Risk Registers and mitigating mechanisms
  • Review the institution’s business, customers and transactions to identify areas with high potential for exposure to money laundering and/or OFAC violations
  • Automation of Suspicious Transaction Alerts and reporting to FIU-India
  • Assistance in AML/CFT System Vendor Selection

IRDA Compliance for Insurers and Brokers

Insurance Regulatory and Development Authority (IRDA) aims at promoting fairness, transparency and orderly conduct in financial markets dealing with insurance and build a reliable information system to enforce high standards of financial soundness among market players.

Finteglaw helps in drafting and implementing policies, processes and systems in respect of (i) Removal of Conflicts of interest, (ii) Compliance Risk management, (iii) Code of conduct and ethics, (iv) Whistleblower policy, (v) AML/CFT Policy, etc. Maintenance of Solvency margins, Limiting expenses of management of insurers and commission to agents and intermediaries, Speedy settlement of genuine claims, Preventing insurance frauds, Putting in place effective grievance redressal machinery also are of primary importance to the conduct of Insurance Business, and Finteglaw helps in these areas also.

Insurance Brokers, Composite Brokers, Corporate Agents, and Web Aggregators are also subject to several compliance requirements and Finteglaw assists these intermediaries also.

SEBI Compliance for Intermediaries & Listed Companies

Securities and exchange Board of India (SEBI) is one of the rigorous regulators in India and governs both the Securities Market and the Commodities Derivatives Market. Principles of Governance Risk and Compliance (GRC) play a significant role in managing both Market Intermediaries registered with SEBI and Companies listed with Stock Exchanges in India.

We also undertake assignments in respect of Revocation of Suspension by NSE and BSE, clearing backlog of Listing Compliances and putting the listed company back on track in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Finteglaw helps clients in obtaining SEBI Registration as an Intermediary, Compliance Management, enhancing and streamlining the role of the Compliance Officer, installing systems and processes to ensure regulatory compliance, SEBI guidelines, SEBI Takeover Code, SEBI Act 1992, and SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Intermediary) Regulations, 2008 are some of the generic laws where intermediaries and listed companies need consulting and assistance. Finteglaw assists both Intermediaries and Listed companies for attaining high standards of compliance, obviating regulatory risks associated with business and also drafting policies and procedures.

RBI Compliance for NBFCs, Banks and ARCs

Reserve Bank of India (RBI) is the most mature regulator in India. Apart from being the central bank, RBI doubles up as financial regulator governing primarily Banks, Non Banking Finance Companies (NBFC) and Securitisation Companies / Reconstruction Companies known as Asset Reconstruction Companies (ARC).

Finteglaw helps all financial intermediaries in obtaining RBI Registration, Compliance Management, installing systems and processes to ensure Risk Based Supervision, Compliance management and Anti Money Laundering (AML) measures.

We also provide assistance to ARCs in due diligence and management of Charges in respect of the securities and collaterals pertaining to distressed financial assets.

Company Incorporation

Finteglaw handholds first generation entrepreneurs and promoters in incorporating companies, structuring capital, and commencing business. Statutory and legal Compliances have been considered painful by the small entrepreneurs and their business time gets diverted to various compliance matters. Finteglaw’s outsourcing of compliances with Company Law and other Corporate Laws have been well appreciated by companies in the SME.

Mergers and Acquisitions (M&A)

Mergers and de-mergers are the processes of Company Law. We undertake, on a turnkey basis, the legal documentation such as Scheme of Amalgamation, Notice to Shareholders, Resolutions and Preparation of Documents to be filed with National Company Law Tribunal (NCLT) of respective jurisdictions. Finteglaw also gets the valuation of the Amalgamated and Amalgamating Companies done for arriving at the ratios of equity swaps. Finteglaw also undertakes Advisory Services on Post Merger Compliances and services such as Listing, Delisting etc.

Finteglaw provides end-to-end advisory solutions on buy-side engagements. Typical buy-side engagements have the following phases in which we work closely with the client’s team in consummating the transaction, namely, Target Identification, Preparation of Term Sheet, General Due Diligence and closure

We work closely with top management of companies and help them identify the right sale transaction. Typical sell-side engagements comprise the following phases in which Finteglaw works closely with the client’s team in consummating the transaction, namely, Strategic Restructuring Plan, Identifying the strategic partner / buyer, Preparation of Term Sheet, General Due Diligence and Closure

Finteglaw maintains a database of companies coming up for sale. The database of interested buyers in any specific field is matched with the sell side database. All relevant due diligence and data support is provided to both the seller and the buyer in a professional manner, thereby facilitating in the negotiations for the transaction. The deal ultimately consummated under the auspices of Finteglaw.

Representation Before Tribunals
(through SVVS & Associates Company Secretaries LLP - Associate Firm)

A firm of Company Secretaries is allowed to represent clients and appear before various regulatory authorities like Securities Exchange Board of India (SEBI), Competition Commission of India (CCI), Regional Director of MCA etc. and quasi judicial bodies such as Securities Appellate Tribunal (SAT), National Company Law Tribunal (NCLT), and Competition Appellate Tribunal (COMPAT).

SVVS & Associates Company Secretaries LLP is a mega CS firm having presence at Mumbai, Chennai, Hyderabad and Delhi. The firm attends to the Show Cause Notices (SCN) and Adjudication proceedings against clients by various regulatory authorities like SEBI, CCI etc., and prepares defence for the same. The Designated Partners of the firm represent clients and appear before various regulatory authorities and Tribunals.