I. Company Law & Secretarial Compliances We undertake all kinds of company law related and secretarial services under direct supervision of qualified and experienced company secretaries. The spectrum of services we provide includes incorporation of companies, maintenance of various statutory registers and records, including minutes books of board & shareholders meetings, preparation of agenda, Notice of Board meetings, share holder meetings, report, assisting in holding and conducting board meetings & shareholders meetings, follow up and liaising with ROC, ensuring compliance of various clauses of the listing agreement, Filling and filing of various forms and returns with ROC, etc and most importantly providing proper advice to the management on various aspects and statutory provisions under the Companies Act, 1956.





II. Corporate Governance Services Advising on good governance practices and compliance of regulations and guidelines made there under. Company Corporate Governance norms as prescribed under the listing norms and various other statutes and also assist in developing and establishing good governance practices and sound ethical and professional standards on the foundation of which the edifice of a corporate is built.
III. Corporate Restructuring Services We advice and assist managements in formulating and implementing pragmatic and effective corporate restructuring strategies especially keeping in view the needs and constraints of emerging and midcap companies. following a merger, acquisition, divestiture, or leveraged buy-out. The impact of corporate restructuring like a merger, amalgamation or demerger is generally widely felt, touching shareholders, creditors, investors, employees, suppliers, customers and the community. We, at P.S.Rao & Asscociates, reduce the adverse fall out of this impact by providing appropriate strategy with an inbuilt comprehensive restructuring plan. In addition, we help clients secure debt and equity financing, while reducing cost and reorganizing operations. We also place top level professionals in management positions to turnaround the company’s financial performance. Our customized, strategic approach to restructuring limits financial losses and simultaneously reduces tensions between creditors and shareholders. By doing so, we seek to alleviate the temporary distressed situation and improve the company’s competitive position.

• Amalgamation / Mergers / Demerger.
• Arrangement in relation to corporate restructuring
• Reduction of Share Capital
• Liquidation / Winding-up of Companies

IV. Secretarial/Compliance audit and certification services We conduct compliance and secretarial audit for and on behalf of the corporates. It helps strengthen the Corporate Governance in an organization. Compliance audit assists the Audit Committee and the Board of Directors on understanding the status of the statutory compliances, internal control systems, management information systems and its effectiveness in the proper and transparent governance of the organization.

• Secretarial Audit
• Share Transfer Audit
• Operational Audit of credit rating agencies
• Internal Audit for stock brokers/trading members/clearing members
• Corporate Governance Report
• Certification of Borrower Companies for Consortium Lending under RBI norms.
• Annual Return Certification
• Certify compliance of requirement under Schedule XIII
• Certify all documents to be filed with Registrar of Companies to take on record
• Certify extinguishments and physical destruction of share certificates bought back by company.

V. Representation Services We work very closely with various Departments, Ministries, Authorities, Registrar Offices, Sub-Registrar Offices, Associations & Government Bodies and regulatory authorities like RBI, SEBI, IRDA etc. to ensure that clients get the best possible effective, timely advice and assistance. The range of our Services include Liasoning Representation before various Departments, Ministries, Authorities, Registrar, Sub-Registrar Offices, Associations & Government Bodies, in India. We represent on behalf of a company and other persons before;

• Company Law Board
• National Company Law Tribunal
• Competition Commission of India
• Securities Appellate Tribunal
• Registrar of Companies
• Consumer Forums
• Telecom Disputes Settlement and Appellate Tribunal
• Tax Tribunals and Other quasi-judicial bodies and Tribunal

VI. Financial Markets Services We keep ourselves updated from the movements and the trends in the capital market and provide the overall consultancy in respect of Public Issue/Right Issue/Bonus Issue of shares .The broad range of our services includes drawing up marketing strategy for the issue, advising on timing of the issue, price of the offer, ensuring compliance of various regulatory and statutory requirements of SEBI, Stock Exchanges, RBI, GOI etc. We make the marathon task of preparing the Drafting of Prospectus and Letter of Offer quite simple swift by virtue of our experience and deep understanding of the markets and the regulatory environment, compliance of pre-public issue and post public issue activities, liasoning with various statutory authorities, also assist promoters to select right intermediaries of the issue, private placement of Equity and Preference Share with NRIs, OCBs, Banks & Financial Institutions, Mutual fund companies etc.



VII. Banking Services We provide Diligence Report and Certification in respect of Consortium / Multiple banking arrangement made by Scheduled Commercial Banks/Urban Co-operative Banks, Loan Syndication, Loan Documentation, Registration of Charges etc.

• Diligence Report and Certification in respect of Consortium / Multiple banking arrangement
• Loan Syndication
• Loan Documentation
• Registration of Charges
• Status and Search Report
• Inspection, modification & satisfaction of Charges
• Condonation of delay in filing documents
• Opinion on various company law matters
• Advising lenders in safeguarding their interest consequent to change in the constitution of the borrower
• Certification as per the Guidelines on consortium arrangements/multiple banking arrangements issued by RBI.
• Compliance of Directions issued to NBFC / Banking Companies under RBI Act, 1934.
• One time settlement of dues with banks and financial institutions, including "Corporate Debt Restructuring" ( CDR) proposals.

VIII. RBI and FOREX Law Services Cross border transactions is the order of the present buisiness era. Overseas investments in India, setting up of branch offices / subsidiaries, and joint ventures are primarily governed by FEMA, its rules and regulations, along with the permission and approval of RBI in certain cases. Our services in this area include;

• Advice on legal and procedural matters falling under FEMA and arranging various approvals and compliances
• International corporate strategies & affairs.
• Setting up of Foreign Subsidiaries/ joint ventures abroad.
• Setting up of Branch office, Liaison office, Project office and related compliances.
• FDI (Foreign Direct Investment) compliances.
• NRI (Non-Resident Indian) investment and compliances.

IX. Legal Due Diligence Our due diligence specialists and legal experts have a proven track record of conducting meticulous due diligence for all kinds of enterprises whether small, medium or large enterprises in respect of potential acquisitions, strategic investments, collaborations, joint ventures etc.

• Conducting corporate legal due diligence
• Documentation and check list compliances under various Corporate Laws
• Issuing Due Diligence Reports
• Providing post due diligence legal compliance audit manual
• Assist in Negotiations
• Assist in drafting, preparation and finalization of Shareholders and Share Subscription Agreements.
• Commencement of new business by an existing company
• Execution of pre completion and post completion transactions.