corporate law services group - vinod...
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Corporate Law Services Group
Kolkata
1006-1009 Krishna Building224 AJC Bose Road
Kolkata – 700017
Phone 033-22811276/22813742/7715
New DelhiA-11, Hauz Khas, Main Market Road,
New Delhi 110016Ph – 011-41315340E: [email protected]
Mumbai601-C, Neelkanth 98 Marine DriveMumbai 400002Phone 022-22817427
www.vinodkothari.com / www.india-financing.comEmail: [email protected]
Disclaimer
This presentation is meant to be given at the specific request of a client/ potential client
for information about our firm and its activities. If any of our associates/employees have
given this to you without being solicited, please do inform at [email protected]
Who are we?Vinod Kothari & Company
Company Secretaries in Practice
Quick snapshot
• M/s Vinod Kothari & Company, Practising Company
Secretaries [UIN P1996WB042300]
• Located in New Delhi ,Kolkata and Mumbai
• 26 years of vintage
• 5 partners
• 14 qualified company secretaries, 4 qualified
chartered accountants, 2 qualified lawyers, 1 MBA, 1
PHD
• Multi-disciplinary team with a very strong focus on
corporate laws, banking and financial services.
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Snapshot of experience for senior team members – 1/2
Name Qualification Post
qualification
experience in
employment
Post
qualification
experience in
professional
practice
Total
experience in
employment
+practice
Vinod Kumar
Kothari
Chartered
Accountant;
Company Secretary
6 months 32 years 32.5 years
Dev Kumar
Kothari
Chartered
accountant; Cost
Accountant;
Company Secretary
3 years 31 years 34 years
Suman Poddar Company Secretary 1 year 5 .5 years 6 years
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Snapshot of experience for senior team members – 2/2
Name Qualification Post
qualification
experience
in
employment
Post
qualification
experience in
professional
practice
Total
experience in
employment
+practice
Arun Kumar
Maitra
Company Secretary;
Chartered Accountant,
Law graduate
36 years 8 months 37 years
(Apprx)
Aditi
Jhunjhunwala
Company Secretary 1 year 4 years 5 years
Vinita Nair Company Secretary 3 months 2.5 years 3 years
Nidhi Bothra Company Secretary 4.5 years 2.5 years 7 years
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Our unique strengths 1/2• Very strong intellectual resources:
▫ Mr. Vinod Kothari is internationally recognized as an author, trainer andconsultant on specialized financial subjects, viz., housing finance, securitisation,credit derivatives, accounting for financial instruments, etc
▫ Mr. Kothari is an author of books of varied on specialized financial subjects andcorporate laws : Corporate Boards, Committees and Policies under Companies Act, 2013; Editor of Guide to Companies Act, 2013, A. Ramaiya, 18th Edition;
Understanding Companies Act, 2013 along with team Vinod Kothari; Guide to Independent Directors, co-authored by Sikha Bansal;
Corporate Laws & Companies Act 2013 (Palmtop Edition) published by Lexis Nexis; Guide to Structured Finance;
Securitisation, Asset Reconstruction and Enforcement of Security Interests, FourthEdition, 2013;
Guide to Housing Finance: A Comprehensive Guide to Mortgage Lending, 2013Edition;
Taxation of Lease Transactions in India, co-authored by Sikha Bansal; Handbook of Finance (author of three chapters - editor Frank Fabozzi) published by
Wiley, USA
Editor of Guide to Companies Act,1956 A. Ramaiya, 17th Edition Securitisation: The Financial Instrument of the Future, Fifth edition 2006;
Credit Derivatives and Structured Credit Trading, 2009 edition; Lease Financing and Hire Purchase, Fourth Edition, 1996
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Our unique strengths – 2/2• Other partners/affiliates also well established authors
▫ Ms. Nidhi Bothra is an author of e-book on Guide to Factoring,contributor to Guide to Structured Finance, Corporate Boards,Committees and Policies under the Act. She has a richconsultancy experience and has done several trainings andlectures, in India and internationally.
▫ Nidhi Bothra and Vinita Nair are co-authors of book „YourQueries on Companies Act‟, a Taxmann publication.
▫ Mrs. Vinita Nair and Mrs. Aditi Jhunjhunwala have writtenseveral articles on topics related to Companies Act, FEMA, SEBIregulations which have been published by Taxmann, e-magazines, blogs and ICSI publications.
▫ Mr. D. K Kothari is an author of some 200 articles on taxationpublished in Taxman, Taxmann.com, ITR, Taxation, CAPJ, STJ,the Chartered Accountant and The Management Accountant.
▫ Other affiliates as well as our trainees have authored numerouswrite ups published by CPT & SCL-Taxmann, indiancorplaw,moneylife, ICSI/ ICAI publications etc.
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Holding high standards of professionalism• Over our journey spanning over 25 years, we have not compromised
on professional ethics• We have aimed at providing best services to our clients.• Work with the best of the country‟s companies, and therefore, our
regular interface with leading companies provides us an eye on thebest corporate governance practices in the country;▫ equipped with global understanding of corporate governance
• Our differential approach is in giving innovative solutions to theclient‟s needs.
• We bring value by providing independent opinions, expertise, guideas to best practices in corporate governance, and assisting inarriving at solutions in case of complicated real-life issues.
• We are used to working with very narrow turn-around-time.• Highly motivated associates – all our associates have a strong
academic inclination as authors, speakers and so on• With law in our head and equity in our heart, it has always been our
endeavour to provide the best practices, comparable with globalbenchmarks, to our clients.
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Over years, handled diversified work on corporate laws – 1/2
• Advisory, drafting and procedural matters in relationto: Mergers, corporate restructurings, corporate debt restructurings
Oppression and mismanagement and other corporate disputes andlitigation matters
SARFAESI related cases
Debt recovery cases
Securities law
Takeover regulations
Financial instruments
FEMA
Joint ventures
Consolidations
NBFCs
FCRA
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Over years, handled diversified work on corporate laws – 2/2
• Transition to Companies Act, 2013 related services▫ Redrafting of the charter documents specially the Articles of Associations in the
light of various new provisions▫ Preparing a list of significant compliances and compliance points thereof, based
on the company‟s paid up capital, listed/unlisted/public/private status, turnover,profits and other applicable criteria, the trigger points for these compliances, andthe procedures for complying with the same
▫ Advising on transactions including: loans to directors;
inter-corporate investments; related party transactions including identification of related party transactions,
assisting in laying down systems to ensure checks on related party transactions;
Corporate Social Responsibility; Financial transactions like identifying probable “deposits”;
▫ Vetting of director‟s report and director‟s responsibility statement fromviewpoint of compliances with Section 134 of Act, 2013
▫ Certifications of annual return▫ Conduct the Secretarial audit for the Company including companies in the
category of NBFCs HFCs, wealth management companies etc.▫ Opinions and advisory on implementation of provisions of Act ,2013
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Services with respect of listing regulations
▫ We claim a very strong understanding of the new Listing Regulations,notified on Sept 2, 2015
▫ Academic involvement: Vinod Kothari was a panelist on NSE workshop on listing regulations Vinod Kothari led two ICSI workshops on listing regulations, in Delhi and
Kolkata, both attended by over 100 professionals each We conducted a full day workshop on listing regulations in Mumbai, where
6 senior officials of BSE participated.
▫ Practical involvement: We have drafted policies under the Listing Regulations –
Determination of Materiality policy, preservation of documents policyfor major clients: Coal India – our draft adopted by the Board Apollo Tyres – our draft adopted by Board Excide Industries – our draft being considered Emami Limited – our draft under consideration SREI Infrastructure – our draft under consideration HDFC – we advised on the materiality policy
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Services with respect of Insider trading
regulations
• Draft of Code of Fair Disclosure, Code of conduct
▫ For major clients, including vetting of the code for
HDFC Limited
▫ Drafting for Coal India Limited and several other listed
entities
• Advising several clients on intricate issues such as
▫ Policy on pre-clearance of trades by compliance officer
▫ Maintenance of gray list (restricted list of securities) of
other entities, by compliance officer
▫ Stand to be taken on pledge of securities, contra-trades,
etc
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FEMA Compliance Services
• Overseas Direct Investments• Compliance of Norms relating to investment in JVs/WOS,
Ceiling for investments, drawing of funds, reportingrequirements etc.
• Foreign Direct Investments• Reporting of inflow, issue of shares, adherance to sectoral cap
and price norms, end use restrictions etc.
• Holistic check of FEMA compliances• Advisory in relation to compliance under downstream
investment
• Compounding under FEMA• Applicability and formalities for ECB & Trade Credit.
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Corporate governance matters
• As we claim considerable strength in drafting, and ability to consolidateglobal best standards in corporate governance, we have drafted lots ofpolicies, procedures etc:▫ Many of these are given in Vinod Kothari‟s ICSI publication: Guide to
Corporate Boards, Committees and Policies
• Assisted several clients in corporate governance frameworks such as:▫ Creating rigorous framework (questionnaire format) for board evaluation,
independent directors‟ evaluation, risk assessment, auditors‟ evaluation etc▫ Acting as external facilitator for evaluation by independent directors
• Gave corporate governance report for leading companies▫ Himadri Chemicals
• Handling sensitisation of corporate governance principles for boards ofleading companies:▫ Conducted a session for Independent directors of Dr Reddy‟s Laboratories▫ Conducted a session for board of Amalgamated Tea, a Tata Group company
• Author of a complete book, titled Guide to Independent Directors
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Some other services offered
We have also handled matters pertaining to:
• Incorporation of LLPs, amendment to the LLP deed
• Incorporation of companies
• Delisting of shares of company from stock exchange
• Shifting of registered office of a company
• Condonation of delay in intimating regardingsatisfaction of charges
• Application to CG for various aspects of managerialremuneration
• Secretarial Audit
…..……..to name a few
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Major PSU clients
• Coal India Limited
• Damodar Valley Corporation
• Balmer Lawrie Limited
• MSEB Holding Company Limited
• Rashtriya Ispat Nigam Limited
• Orissa Minerals Development Corporation Limited
• West Bengal Infrastructure Development Finance
Corporation
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Servicing the best of the companies in the country
State Bank of India
ITC Limited
Coal India Limited
HDFC Limited
Bata India Limited
Balmer Lawrie & Co.Ltd
Rashtriya Ispat Nigam Limited
Tata Capital Financial Services Ltd
Dr. Reddy‟s Laboratories Limited
Tata Steel Limited
Exide Industries Limited
CESC Limited
Indian Explosives Limited
India Infoline Group
Ispat Limited
Zee Group
LNB Group
Monsanto India Limited
Magma Fincorp Limited
Hindustan Construction Company
Limited
Emami Limited
TRF Limited
Trident Limited
SREI Infrastructure Finance Limited
Kanoria Chemicals & Industries Ltd
Linde India Limited
Birla Jute
Apollo Tyres Limited
Orissa Minerals & Development Corp.
Binani Industries Limited
Binani Cement Limited
West Bengal Infrastructure
Development Finance Corporation Ltd
Manaksia Group
Aegis Logistics Limited
Britannia Industries Limited
Eveready Industries India Limited
Hindustan Motors Limited
Himadri Chemicals & Industries
Limited
Shree Cement Limited and many more
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Some assignments with Regulatory and
Multilateral agencies
• Retainer to National Housing Bank for MBS and
Covered Bonds in India for 6 months;
• Handled several projects of IFC, Washington
pertaining to Affordable Housing Finance, Leasing
etc;
• Handled projects of Asian Development Bank for
bond markets in India, securitisation etc.
• Advised SEBI for drafting of Securitised Debt
Instruments Regulations, 2008.
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Profile of Our Partners
Qualification : Chartered Accountant, Company Secretary
Author of Books :
▫ Securitisation: The Financial Instrument of the Future▫ Credit Derivatives and Structured Credit Trading▫ Securitisation, Asset Reconstruction and Enforcement of Security Interests▫ Insights on Companies Act, 2013 & All about Independent Directors▫ Handbook of Finance (author of three chapters)▫ Corporate Laws & Companies Act 2013 (Palmtop Edition), Editor of Guide to Companies Act,
1956, A. Ramaiya, 17th Edition▫ Guide to Housing Finance: A Comprehensive Guide to Mortgage Lending (under printing)
Lecturing :
▫ Vinod Kothari lectures all over the world on various topics. For schedule of lectures and workshops, see www.vinodkothari.com/lectures/ and www.vinodkothari.com/secwork/
Position :▫ Promoter, Director of Association of Leasing and Financial Services▫ Promoter, Director of Indian Securitisation Foundation▫ Former Chairman of the Institute of Company Secretaries of India▫ Executive Director of the Asian Securitisation Forum▫ Independent director in several listed public companies
Awards : Outstanding Young Person of Calcutta in the field of Finance and Taxation and several others
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Vinod Kothari
Arun Kumar Maitra• Profession: Practising Company Secretary.• Date of Birth: 28.02.1949• Nationality: Indian• Membership in Professional Organisations:
▫ Associate Member of the Institute of Company Secretaries of India(ICSI).
▫ Associate Member of the Institute of Institute of Chartered Accountantsof India
• Qualifications: M.Com; LL.B; A.C.A; A.C.S• Experience:
▫ Retd. Company Secretary & General Manager (Law) of National Fertilizers Ltd.(a Mini-Ratna Central P.S.U.)
▫ More than 35 years experience to deal with corporate laws of various leadingorganizations in the country both in the public and private sector.
▫ Ex-Faculty, Institute of Company Secretaries of India (ICAI) and Institute ofCost & Works Accountants of India (ICWAI).
Dev Kumar Kothari Qualification
o Bachelor of Commerce (B.com)o CMAo ACSo FCA
Articles & Publications
o Over 200 Articles published online may be viewed on:www.taxmanagementindia.com;
o Lots of articles on taxation published in Taxman, Taxmann.com, ITR, Taxation, CAPJ,STJ, the Chartered Accountant and The Management Accountant
Position : Joined as Partner at Vinod Kothari & Company, Practising Company Secretaries,Kolkata with effect from October, 2015
Area of Expertise:
• Income tax law, income tax proceedings and corporate taxation;• International taxation, arms length pricing, dealing with related party transactions;
• Depreciation under corporate laws and taxation laws;• Conflicts and congruence between corporate laws and taxation laws.
Aditi Jhunjhunwala
Qualification : Commerce graduate and Company Secretary
Articles & Publications:o Article on “Relaxation in filing MGT 14 for new instances- great timing of relief by
MCA” published in Corporate Professional Today‟o Article on “More the merrier: MCA widens scope of undertaking CSR activities”
published in Corporate Professionals Today (Volume 32, Issue 3, February 2015)-aTaxmann publication
o Article on “Criminal liability of Corporate Officers: Supreme Court takes a negativeview” in SCL Magazine in February 2015 issue-a Taxmann publication;
• Lecturing:o Deliberated on various provisions of Companies Act, 2013 at ICAI and ICSI study
circles
• Position :o Associated with Vinod Kothari & Company as Associate and Senior Associate for 4
years and 9 months, and subsequently admitted as Partner upon its conversion into afirm in April, 2015.
• Area of Expertise : Providing opinions and advisory in matters connected to CompanyLaw, SEBI and related Corporate Law, Advising and handling corporate litigation mattersincluding appearance before the Company Law Board (CLB), High Court and DRT,Handling various assignments such as incorporation of companies and LLPs, shifting ofregistered office, condonation of delay etc. with various legal departments such as theRegistrar of Companies, Regional Director, Ministry of Corporate Affairs, Reserve Bank ofIndia
Vinita Nair DedhiaQualifications: MS (Finance) and Associate Company Secretary
Articles and Publications:• Authored “What every Board needs to know above SEBI LODR” published in
Corporate Professionals Today – Taxmann November 10, 2015 issue .
• RBI Guidelines on Private Placement of Debentures by NBFCs - Co-authored with
Ms. Nidhi Ladha. Published in indiacorplaw.blogspot.in .
• Authored “SEBI gives a New Year gift – issues PIT Regulations, 2015”
published in Taxguru and onlinelawsolutions . Position: Associate and Senior Associate at Vinod Kothari & Company,
Practising Company Secretaries, Mumbai since the year 2013, and admitted
as Partner, since conversion into a firm in May, 2015.
Area of Expertise: Regulatory compliances under Corporate Laws, FEMA
Regulations, Incorporation of Companies and LLPs, Secretarial audits,
Various proceedings under Companies Act, 2013, FEMA, SCRA, Private
placement, public offers, qualified institutional placement, etc
Profile of Our Associates
Nidhi Bothra
Qualification : ACS Articles & Publications:
o Co-Authored article on Islamic Lease published in World Leasing Newso Articles on Islamic Finance News, Red Money publicationo Article on Asset Finance Internationalo Article on Solar Securitisation in renewable energy magazineo Articles and reviews on the microfinance industry in microfinancefocus.com o Several articles published in www.vinodkothari.com, www.india-financing.com, www.credit- deriv.com
and www.suvidha.como Analysis of the state of securitization and leasing industry in several countries o Articles of Micro finance, laws of venture capital, mortgage industry and carbon credits, leasing, cost
management, Introduction to Financial Markets etc Lecturing :
o Lectured in Ghana – African Securitization Schoolo Lectured in SREI – In-house Mentoring programo Lectured in Calcutta University on Functioning of Financial Marketso Corporate trainingo Lectured in ICAI on Carbon Creditso Lectured in EIRC – ICSI for SIP and EDP sessions with studentso Taught CS Inter & Final students in Academy of Financial Service Pvt Ltd
Position : o Executive Vice President of Vinod Kothari Consultants Pvt Ltdo Associate of Vinod Kothari & Company]o Profile for the month of January, 2012 on Asset Finance International, an international online journal on
asset backed funding Area of Expertise : Securitisation, affordable housing, mortgage lending, leasing, credit derivatives, etc
Suman Poddar
Qualifications: B.Com(H), ACS
Articles and Publications: Authored a write up on “Management Services-aprohibited activity by an auditor” to be published in Corporate Professionals Todayby Taxmann.
Present Engagement: Senior Associate at Vinod Kothari & Company, PractisingCompany Secretaries, Kolkata
Area of Expertise:
• Regulatory compliances under Corporate Laws, FEMA Regulations.• General Corporate advisory matters.• SEBI related matters
Nitu Poddar
Qualifications: BBA, ACS
Articles and Publications:
• Authored “MCA puts an end to the long wait - issues series of exemption –
notifications - Section 8” published in indiacorplawblog:
http://indiacorplaw.blogspot.in/2015/06/finally-some-exemptions-to-private.html
• Authored “Who should be the addressee to the Auditor's Report?” published in
issue No. 2 of 3015-16 of ICSI Newsletter
Present Engagement: Associate at Vinod Kothari & Company
Area of Expertise:
• Regulatory compliances under Corporate Laws;
• General Corporate advisory matters;
• Incorporation of Companies
Vijaylakshmi Agarwal
Date of Birth: 25.08.1985
Qualifications: ACA
Present Engagement: Senior Consultant, Vinod Kothari Consultants P Ltd, a sister concern
Area of Expertise:
• Consulting services in relation to financial services, direct & indirect taxation and accounting
issues.
• Providing opinions and advisory in matters connected to Company Law, SEBI and related
Corporate Law.
Abhirup Ghosh Qualifications: BBA, ACS
Articles and Publications:
• Authored various articles on Housing Finance and Affordable Housing Finance, can be
viewed at – http://www.india-financing.com/housing-finance.html;
• Articles published at www.india-financing.com and www.vinodkothari.com on issues
relating to Companies Act, 2013; Regulations by SEBI and RBI
Present Engagement: Senior Manager, Vinod Kothari Consultants (P) Ltd, a sister
concern
Area of Expertise:
• Advisory in matters connected to Company Law, SEBI, RBI and related Corporate
Laws;
• Advisory in matters connected to Leasing, Housing Finance etc;
• Advisory in matters connected to Corporate Debt Restructuring.
Surbhi Jaiswal Date of Birth: 30.05.1989
Qualifications: ACS
Present Engagement: Senior Manager, Vinod Kothari Consultants Private Limited
Articles& Publications:
• Co-authored “RBI relaxes charge creation norm on ECBs” with Vinita Nair
published in Taxguru;
• Co-authored research reports on NBFCs for 2013-14, Housing Finance Sector for
2013-14 & Asset Reconstruction Companies for 2013-14;
• Article on “International Financial Serve Centre” published in India Corp Law and
the same can be accessed at http://indiacorplaw.blogspot.in/
Area of Expertise:
• Advisory in matters connected to Company Law, SEBI, RBI and related Corporate
Laws.
Jyoti Srivastva Date of Birth: 12.05.1992
Qualifications: ACS
Present Engagement: Manager at Vinod Kothari & Company
Articles& Publications:
• Co-authored “Particulars of penalties and punishments in e-form MGT-7” with
Vinod Kothari;
• Authored “Does SS-1 provides 'Gully'? Participation in restricted items vide
AC/VC mode” published in Taxguru.
Area of Expertise:
• Providing opinions and advisory in matters connected to Company Law, SEBI and
related Corporate Law
Saurav Malpani
Date of Birth: 12.05.1992
Qualifications: ACS
Present Engagement: Senior Manager, Vinod Kothari Consultants Private Limited
Articles& Publications:
• Article published at www.india-financing.com and www.vinodkothari.com on
proposed REITs structure in India taking into account the SEBI Regulations and
Income Tax Act.
Area of Expertise:
• Accounting and Taxation;
• Non-Banking Financial Companies;
• Leasing;
• Housing Finance
Dipanjali Nagpal Qualifications: B.A (Mathematics and Economics) , ACS
Present Engagement: Manager at Vinod Kothari & Company, Practising
Company Secretaries, Mumbai
Articles& Publications:
• Authored article „Loans to directors-Allowed worldwide restricted in India‟
published in August 2015 issue of Corporate Professionals Today magazine by
Taxman;
• Authored Article on a case law relating to - Liability of a Non executive
director, to be published in the December 2015 issue of Securities and Corporate
Laws magazine by Taxmann
Area of Expertise:
• Corporate Laws;
• Company Secretarial matters;
• SEBI Rules, Regulations and Guidelines;
• Corporate Governance advisory matters.
Aman Nijhawan Qualifications: ACS
Present Engagement: Manager at Vinod Kothari & Company
Articles& Publications:
• Article on “Introduction of Commercial Courts and Divisions: Is it end of
endless litigation” published in Corporate Professionals Today-a Taxmann
publication;
• Article co-authored with Ms. Aditi Jhunjhunwala on “Birthday Gift for
managerial personnel turning 70-High Court interprets Section 196 of
Companies Act, 2013” published in Corporate Professional Today(Volume
33,Issue 7,August, 2015)-a Taxmann publication
Area of Expertise:
• Providing opinions and advisory in matters connected to Company Law, SEBI and
related Corporate Law.
• Involved in conducting of secretarial audit under the provisions of Companies Act,
2013 and the Listing Agreement.
Nikita Snehil
Qualifications: ACS
Present Engagement: Manager at Vinod Kothari & Company
Articles& Publications:
• Article on “MCA clarifies on residency requirement of resident director” publishedin Moneylife;
• Article on “ Analysing the applicability of SS-2 to private companies” published inDTPA;
• Article co-authored with Mr. Aman Nijhawan on “MCA latest gift to companiestapered version of e-form MGT-7” published in Corporate Professional Today-aTaxmann publication.
Area of Expertise:
• Providing opinions and advisory in matters connected to Company Law, SEBI andrelated Corporate Law.
• Involved in conducting of secretarial audit under the provisions of Companies Act, 2013and the Listing Agreement.
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Our Websites
Corporate Laws: Click here
Companies Act: Click here
• SEBI LODR: Click here
Securitisation: Click here
Credit derivatives: Click here
Leasing and asset-backed financing: Click here
Asset reconstruction companies: Click here
Microfinance: Click here
India Accounting: Click here
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Our Blogs & Groups
Blogs and Groups on Corporate
Law:
o Corporate Law
o Company Law
o NBFC
Other Blog and Groups:
o Securitisation
o Leasing
o Micro Finance
o Leasing
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Speak to UsVinod Kothari & Company Kolkata Office: 1006-1009 Krishna
224 AJC Bose Road
Kolkata – 700017
Ph: 91-33-22817715/ 1276/ 3742
Mumbai office: 601C, Neelkanth,
98, Marine Drive,
Mumbai-400002
Phone: 022-22817427
Delhi Office: A-11, Hauz Khas, Main Market Road, Opposite Vatika Medicare, New Delhi 110016,
Phone: +91 11 41315340
E-Mail to: [email protected]; [email protected]
Our Websites: www.vinodkothari.com; www.india-financing.com
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