Legal Health Check.pptx
Legal Health Check.pptx
January’24
Scope of services
content
Legal health check - process
Our Team
Our credentials
Business to be focused
Small &
Fast Moving
Medium
Manufacturin Logistic E-Commerce Retail Sector Consumer Fintech
IT Sector Sized
g Business Business Business Business Goods Business
Enterprises
(FMCG)
(SME’s)
Legal health check -
process
LEGAL HEALTH CHECK - PROCESS
• Assessing the situation of Company on the basis of documents and information received;
• Review and assess corporate, secretarial, labour employment, and environmental laws applicable upon the
Company;
LEGAL HEALTH CHECK - PROCESS
2. RBI Single Master Form (SMF): The following forms are now can be filled as part of single Master form as per the requirement:
FC-GPR (Foreign Currency-Gross Provisional Return): It is required to be filed by an Indian company whenever a company obtains
foreign investment and it distributes its stock to outside investors in exchange for the money. It is to be filed by the Company within 30
days of such a share allotment with the RBI.
FC-TRS (Foreign Currency Transfer): When shares of an Indian firm are transferred from a resident to a non-resident Indian or vice
versa, this form is required to be filed within 60 days of transferring capital instruments or remitting cash, whichever comes first.
LLP-I- If an LLP, receives any FDI, then the LLP is required report the same in this form within 30 days.
LLP-II- In case of Divestment or Transfer of Capital Contribution, LLP is required to file this form within 60 Days.
Scope of Review - FEMA Act, 1999 (2/3)
V. CN (Convertible Notes): Whenever a Company issues or transfers any convertible notes, the Company is required to report the same
with RBI within 60 days of their transfer.
VI. DRR- If a Company issues or transfers any Depository Receipts, it is required to report the same with RBI.
VII. Employee Stock Option Plan (ESOP)- This is the form that is utilized to provide employee stock options or sweat equity shares.
VIII. DI- Any Downstream investment or some sort of foreign indirect investment by a firm is reported in this form.
4. Guidelines under FEMA for time limit for realization of Export Value & settlement of payment against Imports:
• Realization of Export Value: The amount representing the full export value of goods/software/services exported shall be realized
and repatriated to India within 9 months from the date of export.
(Note: During Covid-19 outbreak, the time period was extended to 15 months for exports made on or before July 31, 2020)
• Settlement of payment against Imports: Remittances for imports are required to be completed within 6 from the date of shipment.
(Note: During Covid-19 outbreak, the time period was extended to 12 months for imports made on or before July 31, 2020)
B. Employment & labour laws : Compliances under the Payment of Bonus Act, 1965
The Act ensures payment of annual bonuses to employees. It applies to organizations employing 20 or more employees on any
day during an accounting year. Some common compliances under the Act are:
ii. Eligibility: All employees having worked for a minimum of 30 days in an accounting year. Not applicable on employees
with salary exceeding INR 21,000 per month.
iii. Calculation of Bonus: Minimum bonus - 8.33% and the maximum - 20% of annual salary or wage. Maximum limit of bonus
payable - INR 7,000 per month.
v. Time Limit for Payment: Within 8 months from the end of the accounting year.
vi. Maintenance of Registers & Records: Preserved for a minimum of three (3) years.
vii. Filing of Returns: Annual return with name of the establishment, the number of employees, and bonus amount payable and
paid.
viii. Inspections and Penalties: Non-compliance may result in penalties, including fines upto INR 10,000 and imprisonment for
employers upto a term of 6 months.
B. Employment & labour laws : Compliances under the Shops & Establishment Act, 1954
The Act is a state-specific labor law in India regulating working conditions, rights, and obligations of employees and employers
in shops, commercial establishments, and other premises. Some common compliances are:
ii. Working Hours, Leaves and Holidays: Specifies maximum number of working hours in a day and a week for employees,
and provisions relating to overtime work, rest intervals, leaves and holidays.
iii. Wages and Payment: Payment of wages, frequency of payment, mode of payment, deductions.
iv. Employment Contracts: Issuance of appointment letters or employment contracts to employees with terms.
v. Health, Safety, and Welfare: Provisions on health, safety, and welfare of employees in the workplace, and aspects of
cleanliness, ventilation, lighting, drinking water, first aid facilities, etc.
vi. Display of Notices: Obligation to display various notices on working hours, wage rates, holidays, leave policies, Grievance
Redressal Officer.
vii. Records and Returns: Maintenance of registers, records, and documents, including attendance registers, wage registers,
leave records, and inspection books.
viii. Penalties: Non-compliance may lead to fines / penalties as per the nature (state-specific), prosecution, closure of
establishment, or loss of license.
B. Employment & labour laws : Compliances under The Contract Labour Registration Act
(CLRA), 1970
The Contract Labour (Regulation and Abolition) Act, 1970 is an Act regulating employment of contract laborers in establishments
where contract labor is engaged. Some common compliances are:
i. Registration of Establishments: Any establishment engaging 20 or more contract laborers on any day of the preceding 12 months
must be registered within 30 days of reaching 20 contract laborers.
ii. Obtaining License: License to be obtained from the appropriate labor authorities.
iii. Contract Labour Regulation and Conditions: Deals with payment of wages, basic amenities, health and safety standards,
identity cards, compliance with working hours and leave provisions.
iv. Maintenance of Records: Various records such as registers of contractors, muster rolls, wage registers.
vi. Welfare Provisions: Welfare facilities such as canteen, restrooms, drinking water, first aid etc.
vii. Abolition of Contract Labor: Where the work is of perennial nature, government may prohibit or abolish the employment of
contract labor.
viii. Penalties: Non-compliance may attract penalties, imprisonment, cancellation of license, or recovery of dues.
B. Employment & labour laws : Compliances under the Payment of Gratuity Act, 1972
i. The Act mandates the payment of gratuity to employees upon their retirement, resignation, death, or disablement due to an
accident or illness. Some common compliances are:
ii. Eligibility: Employees with minimum 5 years of continuous service, including government establishments, mines, factories,
shops, having 10 or more employees.
iii. Calculation: (Last drawn salary x 15/26) x Number of completed years of service.
iv. Maximum Limit: Currently at INR 20 lakhs. However, employers can voluntarily pay higher.
v. Payment of Gratuity: Eligible employees to be paid within 30 days from the date it becomes payable.
vi. Maintenance of Records: Employers are to maintain records of gratuity payments, names, address, employment period, amount
of gratuity paid, for a period of 5 years.
vii. Nomination: Employee may nominate any person(s) to receive the gratuity amount in case of death.
viii. Display of Notice: Employers are required to display a notice at a prominent location in workplace about rights under the Act.
ix. Penalties: Penalties / fines upto twice the amount, or imprisonment upto 6 months.
B. Employment & labour laws : Compliances under the Minimum Wages Act, 1948
i. The Act sets the minimum wage rates and regulates the payment of wages to certain categories of workers. Some common
compliances provided under the Act are:
ii. Minimum Wages: Minimum wages fixed by Government to be notified and displayed at workplace.
iii. Payment: Employers are obligated to pay minimum rates to workers as fixed by the government.
iv. Wage Period: Wages to be paid workers within the prescribed wage period (usually a month), and should not exceed one
month.
v. Maintenance of Registers & Records: Registers and records, including wage registers, muster rolls, and other prescribed
documents to be maintained accurately, reflecting the relevant information.
vi. Prohibition of Unauthorized Deductions: Deductions can only be made for authorized purposes such as statutory deductions,
fines, and deductions for absence or damage to property.
vii. Compliance with Overtime Provisions: Working beyond the normal working hours, entitles workers for overtime provisions.
viii. Penalties on Non-compliance: In case of non-compliance, Labour authorities may impose penalties which can include fines and
prosecution, depending on the severity of the violation.
B. Employment & labour laws : Compliances under the Employees Provident Fund &
Miscellaneous Provisions Act, 1952
The Act aims to provide retirement benefits and social security to employees, and is applicable upon organizations employing 20 or
more employees. Some common compliances under the Act are:
i. Registration: Employers to register under EPFO. A unique establishment code and PF A/c No. is provided.
ii. Contribution: Employer and employees to make monthly contributions to EPF @ 12% of basic wages, dearness allowance, and
retaining allowance (if any).
iii. Filing of Returns: Employers are responsible for submitting regular returns and reports to the EPFO.
iv. Records Maintenance: Maintain accurate and up-to-date records on contributions, wages, etc.
v. Display of Notices: Employers to display notices of provisions of the Act in a conspicuous place.
vi. Timely Payment: Contributions are deducted from wages and deposited with EPFO within 15 days from end of the month.
vii. Penalties: EPFO may conduct inspections. Non-compliance may result in penalties, including fines and interest upto 25% on
delayed payments, and imprisonment upto 1 year.
B. Employment & labour laws : Compliances under the Employees’ State Insurance Act, 1948
i. The Act provides medical, cash, maternity, disability, and dependent benefits to employees and their dependents. It applies to
establishments employing 10 or 20 employees (state specific). Some common compliances under the Act are:
ii. Registration: Company and eligible employees to be registered with the Employees' State Insurance Corporation (ESIC), and
receive a 17-digit unique identification number, and ESI card.
iii. Contribution: Employer and the employee to make monthly contributions- 4% of the employee's wages (3.25% by employer and
0.75% by employee).
iv. Maintenance of Records: Accurate records on ESI contributions, wages, and relevant details.
v. Returns: Returns and reports to be submitted to ESIC- monthly contribution, half-yearly returns etc.
vi. Display of Notices: Notices in conspicuous place informing of the provisions, applicable rates of contribution, names and
addresses.
vii. Timely Payment: Total contribution to be deposited to ESIC within 21 days from the end of month.
viii. Medical Examination: Employers to arrange and facilitate medical examinations specified by ESIC.
ix. Penalties: Interest from 5% to 25% on delayed payments and imprisonment upto 3 years.
B. Employment & labour laws : Compliances under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act, 2013
The Act focuses on preventing and addressing sexual harassment of women in the workplace, and lays down guidelines and
obligations for employers to create a safe and respectful work environment. Some compliances are:
i. Internal Complaints Committee (ICC): Employers with 10 or more employees to constitute an ICC at each workplace or appoint
a Local Complaints Committee (LCC) at district level.
ii. Publicizing the Policy: Develop and display a policy against sexual harassment at the workplace.
iv. Internal Complaints Procedure: Proper procedure for filing and addressing complaints, and ensure confidentiality, protection
against victimization, and timely resolution of complaints to be provided.
v. Reporting Obligations: An annual report to the district officer/nodal officer and provide details of complaints and action taken
by ICC/LCC
vi. Support and Assistance: Necessary support on complainants during the investigation process, including confidentiality,
protection from retaliation, and access to legal and medical aid, if required.
vii. Timelines: Must adhere to timelines, including inquiry and implementation of disciplinary action.
i. Provide benefits to women employees during and after their maternity period, in establishments employing 10 or more
employees, covering maternity leaves, benefits, and other provisions. Some common compliances under the Act are:
ii. Maternity Leave: Max.: 26 weeks of maternity leave - 8 weeks before and 18 weeks post delivery.
iii. Notice and Proof of Pregnancy: Written notice 6 weeks prior to the expected date be provided.
iv. Maternity Benefits: Women are entitled for maternity payments equivalent to average daily wage.
v. Nursing Breaks & creche: Additional breaks for nursing child during working hours, not exceeding 1 hour. Establishments
employing 50 or more employees are required to provide crèche nearby.
vi. Prohibition of Work During Certain Periods: Employing women for six weeks following the delivery/ miscarriage is prohibited.
vii. Discharge or Dismissal: Prohibition on discharge or dismissal of woman during her maternity leave period on the grounds of
absence due to pregnancy or her maternity leave rights.
viii. Record-Keeping: Employers to maintain records of women employees entitled to maternity benefits, leave periods, and the
payment of benefits, for two (2) years.
ix. Penalties: Non-compliance may result in penalties and imprisonment upto 3 months.
C. ENVIRONMENTAL LAWS: Compliances under the Environment Protection Act, 1986
The Act provides a framework for the prevention, control, and abatement of environmental pollution and lays down various
compliance requirements. Some common compliances under the Act are:
i. Environmental Clearances: Projects and activities (industries, infrastructure projects, mining) having potential to cause
environmental pollution or degradation require prior environmental clearance.
ii. Consent to Establish and Operate: Industries to obtain CTE and CTO from the SPCBs or PCC.
iii. Handling Hazardous Substances: Requires handling, storage, transportation, disposal of hazardous substances and hazardous
wastes under the specific regulations, and obtain licenses/permits.
iv. Pollution Control Measures: Mandates industries/entities to adopt pollution control measures, including pollution control
equipment, and waste management systems.
v. Prohibition of Environmental Pollution: The Act prohibits release of pollutants or environmental contaminants beyond
prescribed standards.
vi. Environmental Audit: Periodic environmental audits may be conducted by regulatory authorities to assess compliance with
environmental laws, pollution control measures, and mitigation measures.
vii. Reporting and Disclosures: Entities must provide information related to their environmental impact, pollution control measures,
and compliance status to the regulatory authorities.
Our Team
LUV MALHOTRA
PARTNER – LEGAL & CORPORATE SECRETARIAL
Luv is a qualified Company Secretary and a Law Graduate with more than 13 years of post
qualification experience in advising various domestic and international clients in the field of
General Corporate Advisory involving Foreign Exchange Laws, Foreign Trade Laws,
Company Law and Insolvency and Bankruptcy related laws, Compliance Management &
Regulatory Services.
He has advised several clients in setting up their Subsidiaries and Liaison Offices/Branch
Offices/Project Offices globally and providing Post Establishment Compliance Services
under various laws in respect of their businesses.
He has been assisting clients in obtaining approvals from regulatory authorities such as
Tribunals, Quasi Judicial authorities, Government Central Bank on various matters under
Company Law and Foreign Exchange Laws and Labour/Employment laws. He has also
handled various transactions and provided opinions on matters involving due diligence,
mergers, acquisitions, joint ventures, strategic alliances, employees restructuring and
closure of Companies.
32
ANIL SAH
MANAGER- CORPORATE SECRETARIAL
Anil is a Commerce Graduate, Company Secretary and Post Graduate in Business Policy &
Corporate Governance. He has more than 7 years of experience in dealing with the matters
pertaining to Corporate Secretarial & Regulatory Services including FDI, FEMA
Compliances, Business Set-up, Due-diligence, Secretarial Audits, Capital Market, Due
Diligence, Merger/Amalgamation of Private & Unlisted Public Companies & Compliances
applicable to Non-Banking Financial Companies, Limited Liability Partnerships and Overall
Compliance Monitoring etc.
He has vast experience of Liaisoning and Appearance before various authorities including
Ministry of Corporate Affairs, Regional Director, Registrar of Companies, Official Liquidator
and Reserve Bank of India.
He has been advising a number of foreign clients in setting up their Subsidiaries and Liaison
Offices/Branch Offices/Project Offices in India and providing Post Establishment
Compliance Services under various laws in respect to their Indian business.
Anil has been an integral part of the organization since past few years and his expertise and
extensive experience, plays a vital role in providing advisory and compliance services to
clientele of MBG on timely and effective manner.
.
33
KAPIL GUPTA
MANAGER- CORPORATE SECRETARIAL
Kapil Gupta is qualified Company Secretary, Law Graduate and Post Graduate in Business
Policy & Corporate Governance with having more than 8 years of post qualification
experience in Corporate Secretarial & Regulatory Services including FDI, FEMA
Compliances, Setting-up Companies, Due-diligence, Secretarial Audits, Company Law
Advisory and Overall Compliance Monitoring etc.
He has advised several foreign clients in setting up their Subsidiaries and Liaison
Offices/Branch Offices/Project Offices in India and providing Post Establishment
Compliance Services under various laws in respect of their Indian business.
He has vast experience of Liaisoning and Appearance before various authorities including
Ministry of Corporate Affairs, Regional Director, Registrar of Companies, NCLT, Company
Law Board and Official Liquidator etc.
Mr. Gupta has been an integral part of the organization since past few years and his
expertise and extensive experience, helps the MBG to provide a One-Stop Corporate
Compliance Solutions to our clients.
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SHIVANAND SINGH
PRINCIPAL ASSOCIATE
Shivanand was Graduated from Ewing Christian college, Allahabad. Passed LL.B from Law
college in Nasik (Pune University), Maharashtra; LL.M from university of Pune, Maharashtra
in May 2005. Did full time lecture-ship in department of law Nasik from June 2005 till March
2008.
Thereafter, Practicing in Delhi, since last 14 years.
Have appeared in all the District Courts of Delhi as well as High Court of Delhi and Supreme
Court of India. Have experience of litigation in all NCR Courts and several other District
Court and High Courts out of Delhi in the States of Punjab, Haryana, Uttar Pradesh, Bihar,
Maharashtra, Gujarat etc. Have wider experience in several fields of litigation including
Consumer Forums, DRT, CAT, NCLT (in Voluntary Liquidation matters under the Insolvency
and Bankruptcy Code, 2016), CESTAT, Arbitration. Have worked earlier with “Singh &
Associates”, a leading and world class law firm. Have worked for various highly reputed
Companies, like- L&T, HCL Technologies, Sapoorji & Palonji, Jaypee, Supertech, Era Infra,
Shakꢀ Bhog, Jindal, Wipro etc.
35
HARSH SINHA
ASSOCIATE - LEGAL
Harsh is a diligent Law Graduate and Post Graduate in Criminal Law, having 6 years of total
professional experience as an In – House Counsel and Practicing Litigator.
Erstwhile, he had worked for various reputed Law Firms. He had drafted and filed numerous
legal documents like Legal Notices, Plaints, Written Statements, Applications under Section
151 of CPC. Appeared and Instituted various Criminal and Civil Cases before District Court
of Bhopal, Gurugram, High Court of Madhya Pradesh and NCT of Delhi.
36
TANU PRIYA
EXECUTIVE- CORPORATE SECRETARIAL
Tanu Priya is a qualified Company Secretary and Post Graduate in Business Policy &
Corporate Governance having 3+ years of hands-on experience in Corporate Secretarial
and Board matters under the Companies Act, 2013, Secretarial Standards, Corporate
Governance Setting up of Companies in India, Due Diligence, Compliances under Foreign
Exchange Management Act and overall Compliance Management & Regulatory Services.
Tanu has handled diverse matters relating to Setting up of Companies, Infusion of Capital,
Secretarial Compliance Audits, Due Diligence along with carrying out day to day
compliances of Companies, Limited Liability Partnerships and Liaison Offices/Branch
Offices/Project Offices in India.
She is associated with MBG for over a year now and is playing a vital role in providing
advisory and compliance services to existing clientele of MBG on timely and effective
manner.
37
ADITI KATARIA
ASSOCIATE - LEGAL
Aditi has completed her graduation in BBA LLB (Hons) from Guru Gobind singh
Indraprashta University and Post Graduation (LLM) specializing in Business and Corporate
Law from Symbiosis Law School, Pune. She also holds Diploma in M&A, Institutional
Finance and Investment Laws.
She posses internship experience from Law firms, where she has handled an array of
drafting of various Commercial Agreements, prepared Legal opinions and, reviewed due
diligence reports and Term sheets. She has extensive research skills and can provide
solutions to different research problems.
She is associated with MBG since July 2023 and it is her first job.
38
Our Credentials
Our Credentials (1/5)
Daiichi Kogyo India Private Furukawa Sangyo Kaisha Ube Machinery India Private
Limited India Private Limited Limited
Our Credentials (3/5)
ISE Suzuki
Our Credentials (5/5)
MBG Corporate
Services
AN INTRODUCTION
Your Global Business Experts
46
Vision and Values
Industry We leverage our senior Regulatory Our senior team has extensive
team's long years of regulatory experience which
experience across allows us to perform
industries to provide comprehensive analysis of
specialized knowledge applicable laws and regulations,
and expertise and offer proactive compliance strategies,
valuable insights and and ongoing monitoring to
360 degree ensure adherence to all
recommendations to
advisory and regulatory requirements.
clients.
integrated
multidisciplinary
approach
LAUNCH
Our Key Service Offerings
Risk Advisory Services Transaction Advisory Services Taxation Advisory &
(RAS) (TAS) Compliance Services (TACS)
• Internal Audit • Market / Location Feasibility Study • International Tax Services
• Business Health Check • Preparation of Teaser & IM • Corporate Tax Services
• Transfer Pricing Services
• Dealership Audit / Review • Financial Due-Diligence
• Personal Tax Services Indian Nationals
• SOP Development & Refinement • Operational Due-Diligence
• Expatriate Tax Services
• ICFR Documentation & Testing • Transaction Valuation • Trade Remedies under Anti-Dumping &
• Entity Level Controls Policy Drafting • Post Merger Integration Countervailing Duties
• Authorized Economic Operator Programme
• Business Process Re-engineering • Transaction Tax
• Custom Valuation & Assistance in SVB
• Transaction Monitoring Support • Transaction Legal Investigation
• Asset Verification Services • Merger & Acquisition / Joint • Representation on DGFT matters Foreign
Venture Support • Trade Policy Procedures Incentives
• Accounting Reconciliation
• Indirect Tax Litigation
• Forensic Advisory Services:
• Assistance in GST Departmental Audit
▪ Corporate Intelligence
• GST Refunds
▪ White-Collar Investigation • GST Compliance Review
• GST Advisory & Compliance
Our Key Service Offerings
Financial Reporting & Assurance Corporate & Other Regulatory Human Capital Consulting (HCC)
Services (FRAS) Advisory (CORA) • People Development
• GAAP Transformation • &A, JVs and General Corporate • HR Technology
• Accounting Advisory support • Fraud Recovery & Settlements • Payroll Management
• IPO & Capital markets • Legal assistance, Disputes & Arbitration • Compliance & Best Practices
• Consolidation & Closures • Employment & Labor • Compensation Benchmarking & Structuring
• Audit Support • Capital Market & Security Laws • HR Strategy & Organization Development
• Financial Instruments • Real Estate Matters • Performance Management & Training
• IND-AS Review • Regulatory Approvals
• Competition Laws
• Bankruptcy & Insolvency
• International Trade & WTO Disputes
• Commercial & EPC Contracts
• Secretarial Compliances
Diversified industries
www.mbgcorp.com/in [email protected]