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SECRETARIAL SERVICES

Post incorporation of the corporate entity, all corporate secretarial assistance required to maintain minute books, registers and others vis-à-vis corporate governances would be rendered with high level of professionalism.

Prior to maintaining of Minutes Books, Registers and others a proper meeting should be convened where decisions for corporate administration is taken forming the basis of the activities of the corporate entity.

Drawing the Agenda is crucial for administrative purpose of the corporate entity and to further ensure that the business of the corporate entity is carried on effortlessly. PERCEPT CORPORATE SERVICES LLP with its vast company secretarial experience has specialized in drafting the above and would render high end professional services.

LEGAL SERVICES

While conducting business, the corporate entity would generate and develop Intellectual Proprietary Rights as exclusive to the corporate entity. PERCEPT CORPORATE SERVICES LLP is qualified to examine the validity of such Intellectual Proprietary Rights as relating to the following:

Patent and design including registrations obtained, description of inventions relating to patent and design, pending applications, details of patents available with the corporate entity, etc.

License agreement, User Agreement and other agreements relating to Intellectual Proprietary Rights whether belonging to any third party but utilized by the corporate entity and as provided by the corporate entity to any third party. All details relating to any actual and potential claims by employees and third parties relating to any Intellectual Proprietary Rights as belonging and claimed by the corporate entity.

All details relating to trademark, registration of trademark certification, etc and all License Agreements, Royalty Agreement and other agreements, etc, would also be examined in detail and report provided to the Clients.

PROJECT FINANCE

Project finance is the long term financing of infrastructure and industrial projects based upon the projected cash flows of the project rather than the balance sheets of the project sponsors. Usually, a project financing structure involves a number of equity investors, known as sponsors, as well as a syndicate of banks or other lending institutions that provide loans to the operation. The loans are most commonly non-recourse loans, which are secured by the project assets and paid entirely from project cash flow, rather than from the general assets or creditworthiness of the project sponsors, a decision in part supported by financial modeling. The financing is typically secured by all of the project assets, including the revenue-producing contracts. Project lenders are given a lien on all of these assets, and are able to assume control of a project if the project company has difficulties complying with the loan terms.

3Generally, a special purpose entity is created for each project, thereby shielding other assets owned by a project sponsor from the detrimental effects of a project failure. As a special purpose entity, the project company has no assets other than the project. Capital contribution commitments by the owners of the project company are sometimes necessary to ensure that the project is financially sound, or to assure the lenders of the sponsors' commitment.



Corporate Advisory Services

PERCEPT CORPORATE SERVICES LLP provides full range of Corporate Advisory Services to its clients. Corporate Advisory refers to the activity of advising organisations, including corporations, institutions and government bodies, on mergers and acquisitions and other transactions that involve a change in ownership of a company or business. In investment banking circles, this activity is commonly known by the general term M&A (Mergers and Acquisitions).

Transaction types include mergers, acquisitions, disposals, defences, spin-offs, demergers, joint ventures, privatisations, leveraged buyouts and many others. Transactions may be "public" transactions, where the target is a listed public company, or "private" transactions, where the target company is not listed.

XBRL Data Conversion Services

As per Ministry of Corporate Affairs’ General Circular No: 37/2011 dated 07.06.2011
(I.) All listed companies and their Indian subsidiaries,
(II.) All companies having a paid up capital of Rs 5 Crore or more, and
(III.) All companies having a turnover of Rs 100 Crore or above are mandated for compulsory XBRL filing.

However banking companies, insurance companies, power companies and non-banking finance companies are exempted from XBRL filing till further orders.

PCS LLP provides following services related to XBRL Data conversion and e filing:

  • Mapping up financial statements with XBRL tags
  • Validation for tags and appropriate calculations
  • Creation of XBRL instance document in XML format for e filling
  • Creation of extended taxonomy as necessary
  • Provision of a “highlight” report to facilitate review and provide concurrence on:
    • Tagging decisions that require concurrence
    • Labels added that require concurrence
    • Rendering of XBRL instance document in readable form.
    • E-filling XBRL data with respective Regulatory Authorities viz MCA, SEBI, Stock Exchanges, RBI, Mutual Fund Associations etc.

Secretarial Audit

Objective of Secretarial Audit:
Assuring Owners, Creditors, Public, and Regulators that the affairs of the company are carried on in accordance with applicable laws, rules, regulations and memorandum and articles of association and agreements regulating the decision making process.

Secretarial audit, include many steps to follow. Forming a secretarial audit checklist is important so that you ensure that there have been no missed steps or omitted documents. Although the specific documents required can vary depending on whether you are working for a private sector company or a public company, they may also vary depending on the area where you live. A secretarial audit is one of the main parts of responsible financial accounting procedures.

Procedure for Secretarial Audit:

  • Data Collection – About the Company; About Applicable Laws, Rules and Regulations
  • Determining the Period and Scope of Secretarial Audit
  • Preparing a List of Preliminary Documents Requirements
  • Thorough Analysis of Inputs and Understanding Facts and Circumstances
  • Compilation of Chronological Order of Events
  • Analysis of Events, Applicable Provisions and Level of Compliance
  • Generation of Questionnaire – General and Specific
  • Administration of Questionnaire; Identifying Respondents and Collecting Responses
  • Preparing a Record of Findings and Conclusion
  • Identification of Grey Areas
  • Ironing out Differences of Opinion and Ambiguities
  • Management Representations, Legal Opinions, Judicial Pronouncements and Articles Relied Upon
  • Preparation and Submission of Secretarial Audit Report

Financial and Investments Consultancy

PCS LLP is successfully engaged in the field of Mutual Fund, Fixed Deposits, Govt. Safety Bonds, Life Insurance, General Insurance, PPF, KVP, NSC, Investment Planning, Tax Planning, and Retirement Planning.

We have complete Financial related infrastructure to provide 24/7/365 days Financial Knowledge support, Investment Planning, Tax Planning, Retirement Planning. As an advisor we can help our client for their long-term investment planning. An investment consultant, unlike a broker, does more in-depth work on formulating clients' investment strategies, helping them fulfill their needs and goals.

FEMA / FDI

FEMA, which replaced Foreign Exchange Regulation Act (FERA), had become the need of the hour since FERA had become incompatible with the pro-liberalisation policies of the Government of India. FEMA has brought a new management regime of Foreign Exchange consistent with the emerging framework of the World Trade Organisation (WTO).

The foreign direct investment in Indian business sectors can easily be made in a variety of ways, through the Governmental and Automatic Routes. However, the Joint Ventures are the most popular and preferred forms of making investment in Indian industry.

We at PCS LLP Provides, FEMA & RBI related following services:

  • Compliance of the procedure including chartered Accountants Certification for repatriation of income/assets from India
  • Making applications to Reserve Bank of India for purchase/sale of shares, debentures & securities and directly to and from Residents in India and outside India.
  • Allotment of Shares to non residents
  • Transfer of shares from Indian resident to non-residents.
  • Setting up Joint Venture (JV)
  • Setting up Partnership / Partnership by NRI'S or persons of Indian origin.
  • Other Advisory Services on FEMA / RBI etc.
  • Issue of Statutory Certificates under FEMA & RBI regulation.

Service Tax and Central Excise

Service Tax is a form of indirect tax imposed on specified services called "taxable services". Service tax cannot be levied on any service which is not included in the list of taxable services. Over the past few years, service tax been expanded to cover new services. The objective behind levying service tax is to reduce the degree of intensity of taxation on manufacturing and trade without forcing the government to compromise on the revenue needs.

Excise taxes are considered an indirect form of taxation because the government does not directly apply the tax. An intermediary, either the producer or merchant, is charged and then must pay the tax to the government. These taxes can be categorized in two ways:
1) Ad Valorem: A fixed percentage is charged on a particular good.
2) Specific: A fixed dollar amount dependent upon the quantity purchased is charged.

Corporate Restructuring

Restructuring is the corporate management term for the act of reorganizing the legal, ownership, operational, or other structures of a company for the purpose of making it more profitable, or better organized for its present needs. Other reasons for restructuring include a change of ownership or ownership structure, demerger, or a response to a crisis or major change in the business such as bankruptcy, repositioning, or buyout. Restructuring may also be described as corporate restructuring, debt restructuring and financial restructuring.

When a company is having trouble making payments on its debt, it will often consolidate and adjust the terms of the debt in a debt restructuring. After a debt restructuring, the payments on debt are more manageable for the company and the likelihood of payment to bondholders increases. A company restructures its operations or structure by cutting costs, such as payroll, or reducing its size through the sale of assets. This is often seen as necessary when the current situation at a company is one that may lead to its collapse.

Corporate Law Advisory Board

At PCS LLP, we provide services relating to the provision of advice or professional services to corporate management, including legal advice regarding the corporation’s duties and responsibilities under corporate bylaws or company legislation, as well as the corporate and securities laws of the applicable jurisdiction or those of other countries. These services could include:

  • Appearing as an authorized representative before quasi-judicial bodies and tribunals;
  • Due diligence;
  • Corporate restructuring;
  • Foreign collaborations and joint ventures;
  • Project planning;
  • Shareholders agreement;
  • Dispute resolution

Advisory Services for Direct / Indirect Taxes

At PCS LLP, we provide advisory services in the Direct Tax as well as Indirect Tax matters. We advise our clients in structuring their business transactions with a tax planning model, advising them on income tax as well as other tax implications and applicability's. We also provide legal solutions to the clients on international taxation, transfer pricing, custom tax, excise tax, professional tax etc.

The following are our tax practice:
Direct Taxation:

  • Advising on the entire taxation structure, direct and indirect, DTAA and transfer pricing
  • Tax advisory on mergers and acquisitions
  • Comprehensive tax advice on in-bound and out-bound transactions and structuring of the transaction in a tax planned manner
  • NRI taxation and advisory
  • Obtaining advance tax rulings for our clients,
  • Representing our clients in tax litigations matters before income tax authorities

Indirect Taxation: We advise clients on indirect taxation laws, rules and regulations relating to indirect taxation ex: excise, customs, service tax, value added tax / central sales tax and goods and service tax.
Our practice area includes:
  • Advisory on classification of goods under Excise & Customs Tariffs;
  • Rendering advisory services for claiming various exemptions & concessions under indirect tax laws
  • Determining arm's length price in case import transactions are between related group entities;
  • Advising and executing Sales tax and VAT implications
  • Appearing before various tax authorities including Customs, Excise & Service Tax Appellate Tribunal ('CESTAT'), State VAT Tribunals, the High Courts and the Supreme Court of India.

Joint Venture in India

A joint venture (JV) is a business agreement in which parties agrees to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets. There are other types of companies such as JV limited by guarantee, joint ventures limited by guarantee with partners holding shares.

Joint ventures in India:
1. Equity joint venture
2. Contractual joint venture

The equity joint venture is an understanding whereby an independent legal entity is created in accordance with the agreement of two or more parties.

The contractual joint venture might be used where the organization of a detached legal entity is not needed or the creation of such a separate legal entity is not feasible.

Where one or more legal methods are used in the founding of the joint venture company to execute its operations is based on the partnership between the parties, the results of which reproduce in the joint venture agreement entered into between the parties.

The licensing agreement, know-how agreement, technical services or technical assistance agreement, royalty payment, franchise agreement and agreement including all other profit-making matters including use of intellectual property rights normally form annexes or attachments to the main joint venture agreement. They can be signed simultaneously or after the joint venture company is recognized.

Project Costing and Profitability Analysis

Project costing is the identification and reporting of all costs generated by a single project. Elements of a standard project cost sheet would include all production orders; purchase orders and inventoried items are separated and pegged to the project in order to provide a total project cost.

Profitability analysis is a component of enterprise resource planning (ERP) that allows administrators to forecast the profitability of a proposal or optimize the profitability of an existing project. Profitability analysis can anticipate sales and profit potential specific to aspects of the market such as customer age groups, geographic regions, or product types.

Profitability analysis can help key personnel in an enterprise to:

  • Identify the most and least profitable clients.
  • Identify the most and least profitable products or services.
  • Discover which sources of information offer the most reliable facts.
  • Optimize responses to changing customer needs.
  • Evolve the product mix to maximize profits in the medium and long term.
  • Isolate and remedy the causes of decreasing profit margins.

Capital Market Advisory Services in India

Capital markets provide for the buying and selling of long term debt or equity backed securities. When they work well, the capital markets channel the wealth of savers to those who can put it to long term productive use, such as companies or governments making long term investments.

Due Diligence

"Due diligence" is a term used for a number of concepts involving either an investigation of a business or person prior to signing a contract, or an act with a certain standard of care. It can be a legal obligation, but the term will more commonly apply to voluntary investigations. A common example of due diligence in various industries is the process through which a potential acquirer evaluates a target company or its assets for acquisition.


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