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Corporate Governance, Advisory, Assurance and Legal
Compliance Services
HPACS ® Consulting
HPACS® Consulting was promoted in February
2006 by Mr. Hemant Paliwal, Managing Part-
ner of Hemant Paliwal & Associates (a firm of
Company Secretaries) estab-
lished in February 1999,
who has a wide and exten-
sive corporate experience of
over thirty years. The firm
has a dedicated & client
committed, team of Compa-
ny Secretaries, Chartered Accountants, Cost
Accountants, Lawyers, MBA’s and Engineers
from premier institutes specialized in their re-
spective practice areas, with rich and wide ex-
perience.
Extensive
corporate
experience of
over thirty
years
WHO WE ARE
We take care of your business viability stud-
ies, assurances, advisory, legal, administra-
tive and secretarial assignments, either on-
site or off-site, fo-
cusing not just on
where your company
is, but on where you
want it to be. We
assist companies
worldwide, assist
shareholders, direc-
tors, company secretaries and members of
close corporations by offering co-developed
solutions using technical expertise, access to
knowledge and timeout delivery.
OUR FOCUS
COMPLIANCE & TRUST BUILDERS
Business viability
studies, assurances,
advisory, legal,
administrative and
secretarial
assignments.
OUR SERVICES
Single window for all corporate services
 Services under the Companies Act 2013
 Services under the Securities Exchange Board
of India Act, 1992
 Services under Foreign Exchange Management
Act 1999
 Corporate Affairs Services
 Accounting Advisory Services
 Taxation Advisory Services
 Technology Law and Intellectual Property
Rights
 Competition Law & Anti-Trust Services
 Dispute Resolution
 Sick Companies
BREIF OF OUR SERVICES
Company Law
Incorporation of New companies and Limited
Liability Partnerships.
Compliances Services under the Companies
Act, 2013 and uploading Statutory Forms.
Maintaining statutory secretarial records and
statutory books electronically through on our
in house software and generate reports/
statutory registers and circulating them in-
stantly anywhere in the world via email.
Secretarial Audit as required under the provi-
sions of the Companies Act, 2013.
Certification of Annual Return in accordance
with the provisions of Companies Act, 2013.
Advisory Services on the constitution of Board
of Directors, Independent Directors, women
Directors, small shareholders Directors, Audit
Committee, Remuneration and Grievance
Committee.
Complete support and advisory services for
implementation of Corporate Social Responsi-
bility in compliance with the provisions of the
Companies Act 2013.
Drafting Director’s Report and Board Evalua-
tion Statement as required under the provi-
sions of the Companies Act, 2013.
Procedural filings with the regulatory authori-
ty (Registrar of Companies) on behalf of Indi-
an and Foreign companies operating as a
Branch office in India.
Organising and conducting Board Meetings
via Video Conferencing for Companies and cir-
culating minutes.
Organising Annual General Meetings and
Proxy Management Services for Companies.
Organising Postal ballot and e-ballot services
and working as scrutinizers for certifying the
voting results.
Advisory services to the Directors of the com-
panies on phone calls, Video calls, by e-mails
or in meetings.
Charge filings and Search Reports for lending
banks and Financial Institutions from Regis-
trar of Companies.
Conducting due diligence on a company or
generating any other specific search reports in
respect of the companies from the records
available with the regulatory authorities
(Registrar of Companies).
Complete company Law legal advisory and
transactional services for amalgamation, re-
construction, reorganization and winding up
of companies.
Prosecuting Class action lawsuits under the
Companies Act, 2013
Winding up of companies
Advice on the winding-up of Company and all
allied matters.
Preparation of Statement of Affairs for sub-
mission to Official Liquidators.
Appearing before the Official Liquidator and
the concerned High Courts in India.
Business advice on shifting, buying and sell-
ing of Industrial properties/estates, machin-
ery and tools including documentation, as
agent.
Services under the Securities Exchange Board
of India Act, 1992
Complete support, certifications and assis-
tance in the implementation and compliance
of Listing Agreement.
Complete support and advisory services for
Listing and Delisting of Shares from the Indi-
an and Foreign Stock Exchanges.
Complete support, advisory & transaction ser-
vices to companies in implementing all Regu-
lations, notifications, circulars and orders of
Securities and Exchange Board of India (SEBI)
issued under the SEBI Act 1992.
Complete support in drafting replies to Show
Cause notices issued by SEBI and making
representation before the Adjudicating Officer
of SEBI.
Filing Appeal against the orders of SEBI in
Securities Appellate Tribunal and allied ser-
vices.
As prescribed by Securities & Exchange Board
of India (SEBI) Audit of Stock Brokers, Depos-
itory Participants & Registrar and Transfer
Agents.
Services under Foreign Exchange Management
Act 1999
Complete support to Foreign Companies who
wish to start business in India under the gov-
ernment’s Foreign Direct Investment Policy
and all allied legal activities related thereto.
Complete support to Foreign Institutional In-
vestors who wish to invest in Indian Capital
Market and allied compliance with SEBI and
RBI.
Complete support and transaction services in
the External Commercial Borrowings, Listing
of Shares in Foreign Stock Exchanges, Raising
Funds via ADR / GDR / IDR and compliance
services towards RBI under the FEMA
Advice on legal and procedural matters falling
under Foreign Exchange Management Act
1999 (FEMA) of India and arranging various
approvals and compliance pursuant to vari-
ous regulations issued under FEMA.
Drafting reply to show cause notices and ap-
pearing before the prescribed authorities un-
der FEMA.
In case of defaults filing compounding Peti-
tions under FEMA 1999.
Corporate Affairs Services
Foreign collaborations, Joint Ventures and
setting up of subsidiaries in India and abroad.
Searching potential target companies for
Takeovers in India and abroad as per compa-
ny strategies.
Drafting Memorandum of understandings,
promoter’s agreements, shareholder’s agree-
ments and Commercial & legal agreements.
Management Audit and implementation of
Corporate Governance.
Drafting Business Responsibility Reports as
required under clause 55 of the Listing Agree-
ment and for Global Companies Drafting
“Sustainability Reports” as per Global Report-
ing Initiative, towards compliance of Foreign
Stock Exchange Listing Agreements.
Accounting Advisory Services
 Accounting advice for complex transactions,
including M&A and corporate restructuring
GAAP transformation
 GAAP conversion (from local GAAP to Ind AS,
IFRS or US GAAP, and vice versa) including
systems and tax support
 Advice on new accounting pronouncements
Accounting Advisory support
 Assistance and advisory in financial reporting
and analysis of accounting issues
 Accounting training solutions
 Treasury and hedge accounting support, in-
cluding related valuations
 Accounting manuals
 Helping during Statutory Audit in direct coor-
dination with Statutory Auditors of the com-
pany. Capital markets
 Advisory Services on SEBI (ICDR) Regulations
2009
 Legal advisory services in secondary capital
market transactions
Taxation Advisory Services
Direct Tax Advisory Services
Advising on withholding tax obligations on
payments
Obtaining no-objection certificates
Assisting in filing various tax returns
Helping during tax audit by revenue authori-
ties
Providing corporate tax litigation assistance,
including representation services
Obtaining advance rulings
Indirect Taxes Advisory Services
Advising on collection of Service Tax, VAT tax
and obligations on payments
Obtaining no-objection certificates
Assisting in filing various indirect tax returns.
Advising on Excise and Customs obligations
and timely payment thereof.
Providing corporate indirect tax litigation as-
sistance, including representation services
Obtaining advance rulings.
Technology Law and Intellectual Property
Rights
Commercial agreements.
Trade secrets.
Intellectual Property litigation.
International Privacy and Data protection.
Technology licensing.
Intellectual property enforcement and antipi-
racy.
Intellectual property portfolio management -
Anti-counterfeiting, brand protection.
Advisory services on government regulatory
guidelines issued in pursuance of the Govern-
ment of India’s Digital India initiative.
Ensuring compliance with Information Tech-
nology Act and its allied rules.
Advising clients on implementation of data
security protocols.
Trade Marks registration, licensing & enforce-
ment.
Competition Law & Anti-Trust Services
Acting as an authorized representative before
the Competition Commission of India.
Advising Company on dealership agreements,
trade, practices, and sales campaigns.
Advisory services on combinations and acqui-
sitions regulated by the competition commis-
sion of India.
Dispute Resolution
Dispute Resolution services for protection of
rights though courts as well as through arbi-
tration proceedings.
Litigation services for disputes in:
Intellectual Property Rights
Technology Laws
Taxation (Direct & Indirect)
Property disputes
Product Liability
Commercial Contracts
Arbitration
Appointment of arbitrators
Conducting the arbitration proceedings
Ensuring compliance and implementation
of the arbitration award
Sick Companies
Registration and reference to BIFR / AAIFR
and appearance before them as authorized
representatives.
Preparation of Rehabilitation Scheme for the
distressed companies.
Search co-promoter or buyer for Sick / Dis-
tressed Units.
Advisory services in allied matters pertaining
to Sick / Distressed Units.
PROMOTER PROFILE:
Hemant Paliwal, is Master of Commerce (M.Com), specialized in Business Administration from
University of Rajasthan, Jaipur (India). He is a qualified Company Secretary and became Fellow
Member of the Institute of Company Secretaries of India in 1995. web: http://www.icsi.edu
He is member of numerous prestigious organisations, a few of them have been enumerated be-
low:
 Society of Corporate Secretaries and Governance Professionals, New York, USA
(www.governanceprofessionals.org)
 The Institute of Chartered Secretaries and Administrators, U.K. (http://www.icsa.org.uk)
 All India Management Association (AIMA) New Delhi (www.aima-ind.org)
 “Financial Times London Non-Executive Directors Club” London (www.non-execs.com)
 “National Association of Corporate Directors” (NACD) Washington (www.nacdonline.org)
He has participated and contributed in various professional development national and in-
ternational seminars in India, UK, Malaysia and presented professional papers. He is professional Independent Di-
rector on the Board of International companies of US subsidiaries in India, like Gibson Guitar in India, HPACS Con-
sulting ( UK) Ltd of London.
He has over three decades of experience as Corporate Professional and he has worked with large Industrial houses/
institutions in India, such as - J. K. Industries Ltd, Continental Construction Ltd., and NSIC Ltd. Presently as Prac-
ticing Company Secretary he has successfully assisted to International companies from around the world to set up
their Subsidiaries or Branches in India and post set-up, complete legal and commercial support services.
In India he manages Corporate Finance for Indian companies and advised them on listing at AIM - London Stock
Exchange, External Commercial Borrowings. Joint Venture Agreements with overseas companies, formation of com-
panies in India and abroad for Indian MNC’s and compliance thereof and drafted schemes of transnational takeo-
vers, Company Secretarial Audits ( Legal Due Diligence) , Capital Market Laws & Securities and Exchange Board of
India (SEBI) related matters in India, corporate governance matters, international secretarial services, taxation, and
various corporate affairs issues. He can be contacted at e-mail: hemant@hpacs.com
PROMOTER PROFILE
& THE HPACS TEAM
Dr. Asha Paliwal
[Partner]
Human Resources
Mr. Kenneth Foo
[Associate-Malaysia]
Chartered Company
Secretary
Mr. Vaijayant Paliwal
[Associate Partner]
Deborah King
[Associate—UK]
Chartered Secretary
Mr. Hemant Paliwal
M.Com, FCS, MIMA,
ACIS (UK), NACD (USA)
(Managing Partner)
HPACS® Consulting
15th, Floor, Eros Corporate
Tower, Nehru Place
New Delhi-110019 (India)
Ph: +91-11-42401301
Fax: +91-11-43034750
e-mail: info@hpacs.com
Litigation Team:
217, Devika Tower,
Nehru Place,
New Delhi 110 019,
India
Phone: +91-11-40587667
E-mail: litigation@hpacs.com
HPACS® Consulting
(U.K.) Ltd.
Registered Office at:
20-22 , Wenlock Road
London. N1 7GU
United Kingdom
Phone: +44 20 8123 6791
E-mail: london@hpacs.com
Other Locations
New York: newyork@hpacs.com
K. Lumpur: kulalalumpur@hpacs.com
Port Louise: portlouise@hpacs.com
Mumbai: mumbai@hpacs.com
Bangalore: bangalore@hpacs.com
WWW.HPACS.COM
© 2015 HPACS. All rights reserved.

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HPACS Indian Presentation

  • 1. Corporate Governance, Advisory, Assurance and Legal Compliance Services HPACS ® Consulting
  • 2. HPACS® Consulting was promoted in February 2006 by Mr. Hemant Paliwal, Managing Part- ner of Hemant Paliwal & Associates (a firm of Company Secretaries) estab- lished in February 1999, who has a wide and exten- sive corporate experience of over thirty years. The firm has a dedicated & client committed, team of Compa- ny Secretaries, Chartered Accountants, Cost Accountants, Lawyers, MBA’s and Engineers from premier institutes specialized in their re- spective practice areas, with rich and wide ex- perience. Extensive corporate experience of over thirty years WHO WE ARE
  • 3. We take care of your business viability stud- ies, assurances, advisory, legal, administra- tive and secretarial assignments, either on- site or off-site, fo- cusing not just on where your company is, but on where you want it to be. We assist companies worldwide, assist shareholders, direc- tors, company secretaries and members of close corporations by offering co-developed solutions using technical expertise, access to knowledge and timeout delivery. OUR FOCUS COMPLIANCE & TRUST BUILDERS Business viability studies, assurances, advisory, legal, administrative and secretarial assignments.
  • 4. OUR SERVICES Single window for all corporate services  Services under the Companies Act 2013  Services under the Securities Exchange Board of India Act, 1992  Services under Foreign Exchange Management Act 1999  Corporate Affairs Services  Accounting Advisory Services  Taxation Advisory Services  Technology Law and Intellectual Property Rights  Competition Law & Anti-Trust Services  Dispute Resolution  Sick Companies
  • 5. BREIF OF OUR SERVICES Company Law Incorporation of New companies and Limited Liability Partnerships. Compliances Services under the Companies Act, 2013 and uploading Statutory Forms. Maintaining statutory secretarial records and statutory books electronically through on our in house software and generate reports/ statutory registers and circulating them in- stantly anywhere in the world via email. Secretarial Audit as required under the provi- sions of the Companies Act, 2013. Certification of Annual Return in accordance with the provisions of Companies Act, 2013. Advisory Services on the constitution of Board of Directors, Independent Directors, women Directors, small shareholders Directors, Audit Committee, Remuneration and Grievance Committee. Complete support and advisory services for implementation of Corporate Social Responsi- bility in compliance with the provisions of the Companies Act 2013. Drafting Director’s Report and Board Evalua- tion Statement as required under the provi- sions of the Companies Act, 2013. Procedural filings with the regulatory authori- ty (Registrar of Companies) on behalf of Indi- an and Foreign companies operating as a Branch office in India. Organising and conducting Board Meetings via Video Conferencing for Companies and cir- culating minutes. Organising Annual General Meetings and Proxy Management Services for Companies. Organising Postal ballot and e-ballot services and working as scrutinizers for certifying the voting results. Advisory services to the Directors of the com- panies on phone calls, Video calls, by e-mails or in meetings. Charge filings and Search Reports for lending banks and Financial Institutions from Regis- trar of Companies. Conducting due diligence on a company or generating any other specific search reports in respect of the companies from the records available with the regulatory authorities (Registrar of Companies). Complete company Law legal advisory and transactional services for amalgamation, re- construction, reorganization and winding up of companies. Prosecuting Class action lawsuits under the Companies Act, 2013
  • 6. Winding up of companies Advice on the winding-up of Company and all allied matters. Preparation of Statement of Affairs for sub- mission to Official Liquidators. Appearing before the Official Liquidator and the concerned High Courts in India. Business advice on shifting, buying and sell- ing of Industrial properties/estates, machin- ery and tools including documentation, as agent. Services under the Securities Exchange Board of India Act, 1992 Complete support, certifications and assis- tance in the implementation and compliance of Listing Agreement. Complete support and advisory services for Listing and Delisting of Shares from the Indi- an and Foreign Stock Exchanges. Complete support, advisory & transaction ser- vices to companies in implementing all Regu- lations, notifications, circulars and orders of Securities and Exchange Board of India (SEBI) issued under the SEBI Act 1992. Complete support in drafting replies to Show Cause notices issued by SEBI and making representation before the Adjudicating Officer of SEBI. Filing Appeal against the orders of SEBI in Securities Appellate Tribunal and allied ser- vices. As prescribed by Securities & Exchange Board of India (SEBI) Audit of Stock Brokers, Depos- itory Participants & Registrar and Transfer Agents. Services under Foreign Exchange Management Act 1999 Complete support to Foreign Companies who wish to start business in India under the gov- ernment’s Foreign Direct Investment Policy and all allied legal activities related thereto. Complete support to Foreign Institutional In- vestors who wish to invest in Indian Capital Market and allied compliance with SEBI and RBI. Complete support and transaction services in the External Commercial Borrowings, Listing of Shares in Foreign Stock Exchanges, Raising Funds via ADR / GDR / IDR and compliance services towards RBI under the FEMA Advice on legal and procedural matters falling under Foreign Exchange Management Act 1999 (FEMA) of India and arranging various approvals and compliance pursuant to vari- ous regulations issued under FEMA. Drafting reply to show cause notices and ap- pearing before the prescribed authorities un- der FEMA. In case of defaults filing compounding Peti- tions under FEMA 1999.
  • 7. Corporate Affairs Services Foreign collaborations, Joint Ventures and setting up of subsidiaries in India and abroad. Searching potential target companies for Takeovers in India and abroad as per compa- ny strategies. Drafting Memorandum of understandings, promoter’s agreements, shareholder’s agree- ments and Commercial & legal agreements. Management Audit and implementation of Corporate Governance. Drafting Business Responsibility Reports as required under clause 55 of the Listing Agree- ment and for Global Companies Drafting “Sustainability Reports” as per Global Report- ing Initiative, towards compliance of Foreign Stock Exchange Listing Agreements. Accounting Advisory Services  Accounting advice for complex transactions, including M&A and corporate restructuring GAAP transformation  GAAP conversion (from local GAAP to Ind AS, IFRS or US GAAP, and vice versa) including systems and tax support  Advice on new accounting pronouncements Accounting Advisory support  Assistance and advisory in financial reporting and analysis of accounting issues  Accounting training solutions  Treasury and hedge accounting support, in- cluding related valuations  Accounting manuals  Helping during Statutory Audit in direct coor- dination with Statutory Auditors of the com- pany. Capital markets  Advisory Services on SEBI (ICDR) Regulations 2009  Legal advisory services in secondary capital market transactions Taxation Advisory Services Direct Tax Advisory Services Advising on withholding tax obligations on payments Obtaining no-objection certificates Assisting in filing various tax returns Helping during tax audit by revenue authori- ties Providing corporate tax litigation assistance, including representation services Obtaining advance rulings Indirect Taxes Advisory Services Advising on collection of Service Tax, VAT tax and obligations on payments Obtaining no-objection certificates Assisting in filing various indirect tax returns. Advising on Excise and Customs obligations and timely payment thereof. Providing corporate indirect tax litigation as- sistance, including representation services Obtaining advance rulings.
  • 8. Technology Law and Intellectual Property Rights Commercial agreements. Trade secrets. Intellectual Property litigation. International Privacy and Data protection. Technology licensing. Intellectual property enforcement and antipi- racy. Intellectual property portfolio management - Anti-counterfeiting, brand protection. Advisory services on government regulatory guidelines issued in pursuance of the Govern- ment of India’s Digital India initiative. Ensuring compliance with Information Tech- nology Act and its allied rules. Advising clients on implementation of data security protocols. Trade Marks registration, licensing & enforce- ment. Competition Law & Anti-Trust Services Acting as an authorized representative before the Competition Commission of India. Advising Company on dealership agreements, trade, practices, and sales campaigns. Advisory services on combinations and acqui- sitions regulated by the competition commis- sion of India. Dispute Resolution Dispute Resolution services for protection of rights though courts as well as through arbi- tration proceedings. Litigation services for disputes in: Intellectual Property Rights Technology Laws Taxation (Direct & Indirect) Property disputes Product Liability Commercial Contracts Arbitration Appointment of arbitrators Conducting the arbitration proceedings Ensuring compliance and implementation of the arbitration award Sick Companies Registration and reference to BIFR / AAIFR and appearance before them as authorized representatives. Preparation of Rehabilitation Scheme for the distressed companies. Search co-promoter or buyer for Sick / Dis- tressed Units. Advisory services in allied matters pertaining to Sick / Distressed Units.
  • 9. PROMOTER PROFILE: Hemant Paliwal, is Master of Commerce (M.Com), specialized in Business Administration from University of Rajasthan, Jaipur (India). He is a qualified Company Secretary and became Fellow Member of the Institute of Company Secretaries of India in 1995. web: http://www.icsi.edu He is member of numerous prestigious organisations, a few of them have been enumerated be- low:  Society of Corporate Secretaries and Governance Professionals, New York, USA (www.governanceprofessionals.org)  The Institute of Chartered Secretaries and Administrators, U.K. (http://www.icsa.org.uk)  All India Management Association (AIMA) New Delhi (www.aima-ind.org)  “Financial Times London Non-Executive Directors Club” London (www.non-execs.com)  “National Association of Corporate Directors” (NACD) Washington (www.nacdonline.org) He has participated and contributed in various professional development national and in- ternational seminars in India, UK, Malaysia and presented professional papers. He is professional Independent Di- rector on the Board of International companies of US subsidiaries in India, like Gibson Guitar in India, HPACS Con- sulting ( UK) Ltd of London. He has over three decades of experience as Corporate Professional and he has worked with large Industrial houses/ institutions in India, such as - J. K. Industries Ltd, Continental Construction Ltd., and NSIC Ltd. Presently as Prac- ticing Company Secretary he has successfully assisted to International companies from around the world to set up their Subsidiaries or Branches in India and post set-up, complete legal and commercial support services. In India he manages Corporate Finance for Indian companies and advised them on listing at AIM - London Stock Exchange, External Commercial Borrowings. Joint Venture Agreements with overseas companies, formation of com- panies in India and abroad for Indian MNC’s and compliance thereof and drafted schemes of transnational takeo- vers, Company Secretarial Audits ( Legal Due Diligence) , Capital Market Laws & Securities and Exchange Board of India (SEBI) related matters in India, corporate governance matters, international secretarial services, taxation, and various corporate affairs issues. He can be contacted at e-mail: hemant@hpacs.com PROMOTER PROFILE & THE HPACS TEAM Dr. Asha Paliwal [Partner] Human Resources Mr. Kenneth Foo [Associate-Malaysia] Chartered Company Secretary Mr. Vaijayant Paliwal [Associate Partner] Deborah King [Associate—UK] Chartered Secretary Mr. Hemant Paliwal M.Com, FCS, MIMA, ACIS (UK), NACD (USA) (Managing Partner)
  • 10. HPACS® Consulting 15th, Floor, Eros Corporate Tower, Nehru Place New Delhi-110019 (India) Ph: +91-11-42401301 Fax: +91-11-43034750 e-mail: info@hpacs.com Litigation Team: 217, Devika Tower, Nehru Place, New Delhi 110 019, India Phone: +91-11-40587667 E-mail: litigation@hpacs.com HPACS® Consulting (U.K.) Ltd. Registered Office at: 20-22 , Wenlock Road London. N1 7GU United Kingdom Phone: +44 20 8123 6791 E-mail: london@hpacs.com Other Locations New York: newyork@hpacs.com K. Lumpur: kulalalumpur@hpacs.com Port Louise: portlouise@hpacs.com Mumbai: mumbai@hpacs.com Bangalore: bangalore@hpacs.com WWW.HPACS.COM © 2015 HPACS. All rights reserved.