Doing Business in India: The New Companies Act 2013 Sannam S4 Webinar Series 2014 June 17, 2014 Sannam S4

2 2 The story so far… Why Companies Act 2013 Could See More Changes May 31, 2014 …While no one doubts the intention of the law, its implementation remains the priority job of the new government… CII recommends re-polishing of Co. Act 2013 and Co. Rules 2014 June 5, 2014 …Due to the hurried pace in which these act and rules were implemented, the industry barely got an opportunity to completely understand the provisions and their impacts… MCA notifies 183 sections of Companies Act 2013 March 26, 2014 …Companies Act 2013 comes into effect from next week… Areas of concern in the Companies Act 2013 Feb 16, 2014 …The ICAI has certain concerns and issues in the Companies Act, 2013 and draft rules… 'Companies Act 2013 to boost transparency‘ Nov 29, 2013 …The new Act seeks to increase transparency, provide representation for women in boards and makes CSR mandatory… New era for Corporate Law in India?

3 3 Political requirements Initiatives of the previous Government (Congress led UPA) Long drawn battle since 2004 to replace the archaic law Constant dialogue with stakeholders for 10+ years Focus on increasing the bar on governance through: - Increased reporting; - Higher auditor, director & management accountability; - CSR; and - Investor protection Expected initiatives of the new Government (BJP led NDA) Reduction in forms and approval levels Empowering government officials with decision-making Ensuring smoother transition for Corporates into the new Act Introducing the long-pending Company Law Tribunal

4 4 Old v/s new Companies Act, 2013 (‘new Act’) 29 Chapters 470 Sections 7 Schedules Rules corresponding to each chapter Companies Act, 1956 (‘old Act’) 13 Parts (26 Chapters) 700+ Sections 15 Schedules Rules/orders scattered over 60 years!

5 5 Impact for foreign companies in India  At least 1 ‘Resident Director’ on the board  Mandatory financial year  Women Directors for certain companies  Cross-border mergers and amalgamations  Board meetings through video conferencing  Auditor rotation for certain companies  Consolidation of accounts  Advance receipt of capital to commence business  Prohibition on multiple buy-backs within a year  CSR requirements for certain companies  Related party transactions  Reporting responsibilities  Board meetings  Forms and compliances

6 6 Burning issues  Grace period for appointing Resident Directors  Appointing a whole-time Company Secretary  Transition provisions for other matters  Form filing  Definition of foreign companies  Layered corporate structure  CSR under income tax  Dual regulations for the interim period  Increased formalities for company incorporation  Inter-company loans for real estate players  Definition of a listed company  Small companies merger

7 7 To do’s for you  Watch out for changes / amendments and enactment of remaining sections  Compliances through new forms, which are now on the government’s website  Ensure you’re not caught on the wrong side during the transition phase  Speak to experts about possible impacts on your existing business in India, if any, or potential concerns for setting up a corporate subsidiary in India

8 8 Reach out for more information! Kapil Dua CFO & Director, Financial Consulting Abhinav Sood Deputy Manager, Tax & Regulatory Consulting Adrian Mutton Chief Executive Officer

9 9 About Sannam S4  Sannam S4 is a specialist, single window service provider supporting the market entry and ongoing successful business development of international organizations in India, Brazil and China  We provide end-to-end practical support to our clients, helping organizations identify market opportunities, develop news sales leads and local partners, hire staff and build stable and efficiently run local operations.  By combining local technical expertise with practical advice, we deliver low risk and cost effective solutions enabling organizations to succeed in the market  Our mix of international and domestic personnel have a long track record of establishing successful businesses in developing countries. The team is comprised of dedicated local specialists, including accounting, tax, and inward investment advisors, payroll, human resource advisory and recruitment experts, along with market research and validation consultants.  To date, Sannam S4 has supported more than 150 organizations with their India market entry plans. Our clients span across different sectors and range from Fortune 500 companies to start-ups, universities, industry bodies, privately funded businesses and VC backed tech companies.  Sannam S4 has the largest team of market entry experts for the Education sector in India, and has particular strengths in the SME sector.

10 Our Client’s Sannam S4

11 Sannam S4 India: Financial Consulting Services Financial Consulting Finance & Accounts Corporate Legal & Secretarial Tax & Regulatory Consulting -Payroll setup and management -Accounting management -Accounts receivable & payables -Financial reporting -IFRS conversions -Audit coordination -Foreign exchange compliances -Monthly / periodic direct and indirect tax compliances -Withholding tax compliances -Company incorporation -Bank account setup -Statutory registrations – PAN, TAN, DIN, VAT / CST & service tax, professional tax, shop & establishment, excise etc. -Annual secretarial compliances -Professional director services -Registered office services -Filings and liaison with Ministry of Corporate Affairs -Filings and liaison with Indian central bank and their authorized dealers -FRRO registrations -Business Structuring & Market entry planning -Corporate tax planning -Moving expats into India -On-going financial, tax and regulatory advisory -Annual direct tax compliances -Transfer pricing advisory -Liaison with tax authorities -Audit coordination -Due-diligence & Health- checks (Financial, tax and secretarial) -M&A advisory (tax & regulatory)

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