corporate digest magazine august, 2017 by venture care

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Venture Care Digest August 2017 INR 150/- - (Legal & Compliances) - (Finance) - (Special Story) CONSEQUENCES FOR NOT COMPLYING WITH ANNUAL FILING WITH THE REGISTRAR OF COMPANIES CHALLENGES AND THE WAYS OUT FOR BUSINESS VALUATION MODELS WHY STARTING A BUSINESS AS PRIVATE LIMITED COMPANY IS NOT A GOOD IDEA MAGAZINE THE SMARTEST WAY TO STARTING AN ONLINE BUSINESS IN INDIA - (Strategy) Strategy | | | Finance Digital Legal www.venture-care.com

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Venture Care

D i g e s t

August 2017 INR 150/-

- (Legal & Compliances) - (Finance)- (Special Story)

CONSEQUENCES FOR NOT COMPLYING

WITH ANNUAL FILING WITH THE

REGISTRAR OF COMPANIES

CHALLENGES AND THE WAYS OUT

FOR BUSINESS VALUATION MODELS

WHY STARTING A BUSINESS AS

PRIVATE LIMITED COMPANY

IS NOT A GOOD IDEA

MAGAZINETHE SMARTEST WAY TO STARTING

AN ONLINE BUSINESS IN INDIA

- (Strategy)

Strategy | | |Finance Digital Legal

www.venture-care.com

2www.Venture-Care.com/Magazine August 2017

IndexEditorial

Special Story

Index

WHY STARTING A BUSINESS AS PRIVATE LIMITED COMPANY

IS NOT A GOOD IDEA

3

4

Legal & Compliance

CONSEQUENCES FOR NOT COMPLYING WITH ANNUAL FILING WITH THE

REGISTRAR OF COMPANIES6

Indian Funding Update

INDIAN STARTUP FUNDING AND INVESTMENT CHART [JULY 2017] 23

Finance

CHALLENGES AND THE WAYS OUT FOR BUSINESS VALUATION MODELS 20

THE SMARTEST WAY TO STARTING AN ONLINE BUSINESS IN INDIA 278 STEP PROCESS FOR NEW PRODUCT DEVELOPMENT 29HOW TO SETUP A FOREIGN COMPANY BUSINESS IN INDIA 31

Index

Strategy

EMPLOYEE STOCK OPTIONS (ESOPS ) – BENEFICIAL TO EMPLOYER AS WELL

AS EMPLOYEE11

GUIDE ON FAST TRACK EXIT SCHEME- ALL YOU NEED TO KNOW 13PROFESSIONAL GUIDE ON APPOINTMENT OF FIRST AUDITOR 18

WHY SHOULD YOU DO THE FEASIBILITY ANALYSIS BEFORE KICKING-OFF

A BUSINESS IDEA

34

2www.Venture-Care.com/Magazine Augest 20173 www.Venture-Care.com/MagazineAugust 2017

Editorial

gentleman used to walk every day in a park. He saw that a beggar used tocome every day and sit in front of the gateof park keeping a bowl on a box.

Prashant Kumar

One day, the gentleman asked the beggarthat what is inside the box. The beggar didnot reply. The very next day the person askedthe same. The beggar, getting irritated,repl ied that he had found the boxsomewhere along the road side and he didnot have any idea that what was inside. Thegentleman suggested him to open the boxand check. The beggar said there must notbe anything inside. The person insisted. Thebeggar opened the box. There were gold anddiamond. Moral of this “we don't believe in our goldand diamond which are hidden within us”. Weneed to explore. Youth of India mustrecognize this fact.

Indian population also should know their potential and leave heard following mind set.

Jumping on the same boat may be good but innovation is required at every place.

Prashant KumarEditor

A

August 2017 edition of magazine is dedicated to legal aspects of business with somestrategic inputs.

Giving a legal structure to business is required. But which structure is best. You will

understand that what are the pros and cons of being private limited company. Many

companies especially start-up companies are sometimes careless in filing with ROC which

has severe repercussions. Company wants to reward their employees. The article discusses

that how it is beneficial for companies and employees both. The legal article contains that

how an unmanageable company can be closed without HC procedure. It a fast track exit

scheme. You will enjoy reading that who can become the first auditor of the company and

what is the procedure. Whenever there is transaction there is need for valuation. There are

many valuation models adopted by the valuer but each valuation model has some

challenges. The article discusses those challenges and the way out to overcome.

Happy Reading...

WHY STARTING A BUSINESS AS PRIVATE LIMITED COMPANYIS NOT A GOOD IDEAWHY STARTING A BUSINESS AS PRIVATE LIMITED COMPANY

IS NOT A GOOD IDEA

Private Limited Company is an ideal Business entity for a majority of medium and large sizedbusiness, as it offers advantages from Liability protection to easy transferability.

However operating... Private Limited Company is an ideal Business

entity for a majority of medium and large sized

business, as it offers advantages from Liability

protection to easy transferability. However operating

as Private Limited Company is not ideal for Micro

or small enterprises. Following are limitation

associated with Private Company which makes it

inappropriate for many businesses.

Here is the list –

Expensive Incorporation:

Private Company registration costs more than LLPor proprietorship. More documentation requiredfor incorporation of Private Company.

To incorporate a private limited company, aminimum of two shareholders are required. Aminimum of two shareholders and a maximumof up to 200 shareholders are allowed in aprivate limited company. The shareholderscould be natural persons or companies,including foreign companies. There is no suchlimit on a maximum number of shareholder/members in case of proprietorship concern.

Limit on Maximum number of Shareholders:

Minimum Capital Requirement:

To incorporate Private Limited Companyminimum Rs. 1 Lacs and for Limited Companyminimum Rs.5 Lac's capital is required. So it isnot suitable for small enterprises which are notcapable of investing more money to start thebusiness.

Special Story

4www.Venture-Care.com/Magazine August 2017

Special Story

Compliance Formalities: A private Company requires more compliancespost incorporation. All companies are required tohold Board Meeting, Annual General Meeting, getthe accounts audited, maintain statutorily. Inaddition to this, a Company would also have tomaintain compliance with tax and labor laws, whichare applicable irrespective of the type of businessentity

MCA & Stock Exchanges' Compliances & Penalty:

The company has to file Annual Return andAnnual Report (XBRL format wherever applicable)yearly with MCA. Listed Company has to doquarterly compliance with Stock exchanges withinstipulated time period. But if documents are notfiled within stipulated time then there shall be hugepenalty levied by ROC and Stock Exchanges.

Personal Liability.

The Company has unlimited liability. Members ofthe Company enjoy limited liability. However, infollowing cases personal liability of directors andmembers would also arise:

When in any act or contract the name of

Company has been misdescribed, those who have

actually done the act or made the contract shall

be personally liable for it.

When in course of winding up of a Company, any

business of the Company has been carried out to

defraud the creditors, persons who are knowingly

parties to such conduct shall be personally liable

for the debts of the Company

Division of ownership: A major disadvantage of the private limitedcompany is that it requires a minimum Twodirectors and shareholders. So any single personcannot start a private Limited company. Henceany major decision to be taken by a Companywould always require the consent of two persons.

Winding up of Company:

The procedure for winding up of a Company canbe complicated, time-consuming and costly whencompared to an unregistered partnership firm.Hence, it's important to register a Company onlywhen the promoters are serious about using theCompany to operate a business.

Conclusion:-

It is better to incorporate LLP / proprietorshipfor the small scale of Business, where there is noneed for more funds to run a business.

If you have any query please write in the comment box below

Start your business in a smart way with package �om Venture CareVC SmartStart

2www.Venture-Care.com/Magazine Augest 20175 www.Venture-Care.com/MagazineAugust 2017

CONSEQUENCES FOR NOT COMPLYING WITH ANNUAL FILING WITH THEREGISTRAR OF COMPANIESCONSEQUENCES FOR NOT COMPLYING WITH ANNUAL FILING WITH THE

REGISTRAR OF COMPANIES

In this guide we are going to touch the following topics: Introduction to Annual Filing Timelines for

Annual Filing Estimated Normal and Additional Government Fees for small Companies Consequences of...

Legal & Compliance

IN THIS GUIDE WE ARE GOING TO TOUCH THE FOLLOWING TOPICS:

Introduction to Annual Filing

Timelines for Annual Filing

Estimated Normal and Additional Government Fees for small Companies

Consequences of not complying with annual filing

When a company obtains the status of a Defaulting Company

Procedure to be adopted for getting the status of an active company and making the company

fully compliant

Benefits of converting a company into an active company

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Legal & Compliance

INTRODUCTION TO ANNUAL FILING:

Any Company incorporated in India whether it is asubsidiary of the foreign company, joint ventureentity and others under the Companies Act, all arerequired to file few forms in an electronic mode withthe concerned Registrar of Companies ( ).ROC

WHAT ARE THE E-FORMS FILED WITH ROC EVERYYEAR?: AOC – 4: PURPOSE :

To file with Registrar of Companies the followingdocuments:

Financials of the company – Balance Sheet, Profitand Loss account, Cash flow statement, it'srespective schedules

Auditor's Report – It is the view of StatutoryAuditor on the financial position of the companyand its affairs.

Accounting Policies – These are the accountingtreatment given by the company while preparingaccounts and financial statements

Notes to accounts – These are other financialdisclosures required to be given by companieswhich are not separately reflected in BalanceSheet and Profit and Loss account and it'sscheduled

MGT – 7: PURPOSE:

To disclose Registrar of Companies the followinginformation

List of Directors including executive andnon-executiveList of ShareholdersChange in Directors during the financial yearChange in Shareholding pattern during thefinancial yearDates of Meetings of Board, Committees andShareholders held during the yearTotal share capital Authorised, Issued,Subscribed, called up and Paid upTotal amount of Debentures, Deposits, Loans,secured or unsecured as on financial year enddate

ADT – 1 PURPOSE:

For Intimation of Appointment of StatutoryAuditor to ROC

Director's Report – It is the Director explainingcompany's affairs about various matters affectingshareholders interest along with replies toqualifications raised by the Statutory Auditor in itsReport

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Legal & Compliance

TIMELINES FOR ANNUAL FILING:

As per newly introduced provisions of Companies Act 2013, every company shall close its financialstyear on 31 March of each year (except some exceptions for first the financial year).

It is to be noted that all the timelines of Annual filing depend upon the end of financial year.

Sr. No. Name of Event Maximum time limitThe last date by which eventhas to be completed in anycase

Hold Annual GeneralMeeting

Within 6 Months of end offinancial year

th30 day of September everyyear

1

Filing of Form ADT 1 Within 15 days of AnnualGeneral Meeting

Within 15 days of AnnualGeneral Meeting

2

Filing of Form AOC 4 Within 30 days of AnnualGeneral Meeting

th29 day of October every year3

Filing of Form MGT 7 Within 60 days of AnnualGeneral Meeting

th29 day of November everyyear

4

ESTIMATED NORMAL AND ADDITIONAL GOVERNMENT FEES FOR SMALL COMPANIES:

The Normal Government fees perform applicable to companies depends upon its Authorized

The Additional filing fees depends upon two factors, namely, Normal filing fees and the time period

of delay in filing forms

Additional fee rules for period of delay All forms

Up to 30 days

More than 30 days and up to 60 days

More than 60 days and up to 90 days

More than 90 days and up to 180 days

More than 180 days

2 times of normal fees

4 times of normal fees

6 times of normal fees

10 times of normal fees

12 times of normal fees

The estimated government fees perform are given in details in the table below:

Sr.No

Authorized

capital

NORMALFiling Fees

(Amount in Rupees)MAXIMUM ADDITIONAL

Filing Fees (12 Times of

Normal Filing Fees)

(Amount in Rupees)

Total Filing Fees Perform

(Amount in Rupees) for

all annual filing forms

Total filing FEES PERYEAR if not filed withintimelines (Amount in

Rupees) (AOC – 4,MGT -7, ADT – 1)

Total filing FEES PER

YEAR if filed within

time (Amount in

Rupees) (AOC – 4,

MGT -7, ADT – 1)

1

2

3

4

5

Less than 1,00,000

1,00,000 to

4,99,999

5,00,000 to

24,99,999

25,00,000 to

99,99,999

1,00,00,000

or more

200

300

400

500

600

2400

3600

4800

6000

7200

2600

3900

5200

6500

7800

7800

11700

15600

19500

23600

600

900

1200

1500

1800

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Legal & Compliance

CONSEQUENCES OF NOT COMPLYING WITH ANNUAL FILING:

Description of Events Consequences of not complying with event

Holding Annual GeneralMeeting

Company and every officer of the company (including DIRECTOR)shall punishable with fine – Upto Rs. 1,00,000/- Penalty in

case of Continuing Default – Rs. 5000/- per day

Filing of Form MGT 7 1. Company shall be punishable with fine – Not less than Rs. 50,000/- which may extend to Rs. 5,00,000/- 2. Every officer (including Director) – – Fine: Not less than Rs. 50,000/- which may extend to Rs. 5,00,000/- OR – imprisonment for a term which may extend to six months OR – Both

Filing of Form AOC 4 All the directors – Fine: Not less than Rs. 50,000/- which mayextend to Rs. 5,00,000/- OR – imprisonment for a term which may

extend to One Year OR – Both

WHEN A COMPANY OBTAINS A STATUS OF A

DEFAULTING COMPANY:

Companies Act Does not define Defaulting Company.

However, if a company does not comply withannual filing for a period of 3 years or more, the Registrar of Companiesmay change its status to“Defaulting company” or “Defunct Company”.

CONSEQUENCES FOR COMPANY:

The company cannot file any e-form except Annu-al filing forms, forms for appointment of Director,Forms for Application to Registrar of companies, etc.

It means that company cannot execute any activi-ty such as a change in Name, Change in registeredoffice, Issue or allotment of shares, etc.

CONSEQUENCES FOR DIRECTOR:

Unable to sign e-form of any company:Many times situation arises while filing e-formby a company which is not a defaultingcompany, that a message pops-up that theDirector is not eligible to sign the e-form as thesigning director is also a director of defaultingcompany. In such a situation, such a director isrequired to complete annual filing of thatdefaulting company and then he becomeseligible to sign e-form of any other company.Disqualified to become a Director in any othercompany: If a company does not file itsfinancials (AOC – 4) or Annual Return (MGT – 7),every director of such company is disqualifiedto be a director in any other company.

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Legal & Compliance

CONSEQUENCES FOR PROFESSIONALS:

Company Secretaries and Chartered Accountants ofthis company cannot certify forms of any company.

Procedure to be adopted for getting the status ofan active company and making the company fullycompliant

Preparation of forms AOC 4, MGT 7 and ADT 1 ofthe company and uploading it on the website ofMCA.(For documents required and government feesfor filing the above forms details are given in theprevious slide)

Application to the to Registrar of Companieschange the status of the company to Active.

BENEFITS OF MAKING THE COMPANY ACTIVE:

BENEFITS WITH REFERENCE TO LEGAL

CONSEQUENCES:

Avoid legal consequences of penalty,imprisonment to Directors and other officers indefault (could not understand this sentence)

Directors of company becomes bee eligible to signe-forms of any other company and does notbecome disqualified to become director in any othercompany

It serves as a notice to public of any informationrequired to be given by the company under any act

It may serve as a proof or evidence in the courtof law

BENEFITS WITH REFERENCE TO OTHER THAN

LEGAL CONSEQUENCES:

Helpful in creating a good public image Whiledrafting Board's Report, Companies includesome additional information in it which mayinclude:

Companies include Management Discussionwhich serves as a medium of vital informationto the public. the company through this,communicates various future plans andrunning projects, future prospects, strengthsof the company, steps taken or to be takenby the company to overcome its weaknessesand various other information which createsa good image in mind of public, governmentand regulatory authorities.

Transparency: If a company follows all legalprovisions of the Act in an ethical manner, itmeans, it maintains transparency amongpublic and creates an image of the ethicalcompany in minds of public, regulatory andgovernment.

As these documents are filed with GovernmentAuthorities and certified by professionals, itseems to public documents can create moreconfidence t than any other document even ifit is circulated in public through any otherexpensive medium. Therefore it is a cheap wayto communicate information to the publicwhile gaining more confidence.

If you have any query or question pleasecomment in the comment box below or Contactus. We would love to help you.

10www.Venture-Care.com/Magazine August 2017

Legal & Compliance

EMPLOYEE STOCK OPTIONS (ESOPS )– BENEFICIAL TO EMPLOYER AS WELL

AS EMPLOYEEEmployee Stock Options (ESOPs)ESOPs (Employee Stock Option

Schemes) are programmes proposed with the basic interest of both,employers and employees. The company providing the scheme gives

the employees an...

Legal & Compliance

Employee Stock Options (ESOPs)ESOPs (Employee

Stock Option Schemes) are programmes proposed

with the basic interest of both, employers and

employees. The company providing the scheme

gives the employees an incentive in the form of

ownership interest, while the employer is able to

retain a high quality employee it would not

otherwise be able to afford. By providing stock

options, either at a particular rate fixed by the

company or through various schemes designed by

the board of directors, ESOPs are issued for mutual

benefits and are considered the most practical

means of motivating and retaining an employee.

ESOPs are issued in the form of direct stock,

bonuses or through profit-sharing plans, and only

the employer has the right to decide who can avail

of the options. However, ESOPs are just options,

which can be purchased at a certain price before a

certain date or not. There are certain norms and

rules set by the Company Rules Act, 2014 for

granting of ESOPs to employees.

Essential terms in ESOP While the broad definition of an ESOP may be

clear, its finer details can be pretty hard to

understand. Let's go through them, one by one, to

understand them better. Grant: This is the process

through which the employee is offered the share.

Grant price and grant date are the price at which

the shares are offered and the date on which it is

made available. Before granting the shares, the

company gives an option to the employee to either

purchase it or leave the option. Vesting period: The

specific time the employee must wait to exercise the

ESOP options is the vesting period. The employees

can wait until the vesting period to convey to the

employers their decision about buying the stocks

(ESOP) offered. Once the vesting period is over, and

if the employees decide to purchase the shares, they

need to remit the exact amount demanded for the

shares to purchase them.

Benefits of ESOP plans

Although employeeOwner's perspective:retention, motivation and awarding hard workare all the benefits that comes out of ESOP foran employer, there are various other notableadvantages too, especially for startups. WithE S O P op t i o n s , o n e ca n avo i d ca s hcompensations as a reward, thereby saving onthe immediate outflow of cash. For startupsespecially, when they are on the verge ofexpanding, or beginning their operations on alarger scale, awarding employees in the formof stock options will work out to be a feasiblemethod than cash rewards. ESOPs are givenas a motivation to the employees. Since theemployees will be benefitted in turn, when theshare prices increase, it will be an incentiveenough for the workers to put in their 100%.Similarly, ESOPs can also help you attract thebest talent in the market. Employees have theEmployee's perspective:benefit of acquiring shares at a nominal rate,and also selling it (after a suitable tenure setby the employees) and gaining the profit. If,for instance, the share prices shoot up, as it isbound to happen when a company grows overthe years, a good deal of profit is gained byselling the shares. Certain companies setESOPs as a separate entity other than thesalary options, and hence, it adds on to thebenefits you receive as an employer. ESOPs area part of an employee's salary, and hence, aretaxable income, exercised as per the rules.Hence, ESOPs are both beneficial options to anemployer as well as an employee. However, itis crucial to understand the terms andconditions pertaining to ESOPs and also tounderstand that granting ESOP itself does notsignify enormous cash benefits. The share priceon the say you sell them (after a cliff period)and also any other conditions, all needs to bechecked before exercising the option or as foremployers, before providing them to theworkers.

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Legal & Compliance

GUIDE ON FAST TRACK EXIT SCHEME-ALL YOU NEED TO KNOWGUIDE ON FAST TRACK EXIT SCHEME-ALL YOU NEED TO KNOW

In this guide, we are going to touch the following topics- Introduction for Fast Track Exit SchemeWho shall opt for Fast Track Exit Scheme Consequences of not opting...

In this guide, we are going to touch the followingtopics-

Introduction for Fast Track Exit Scheme

Who shall opt for Fast Track Exit Scheme

Consequences of not opting for FAST TRACK EXIT

SCHEME

Which company is ineligible for filing under Fast

Track Exit Scheme

Which Company is eligible for filing under Fast

Track Exit Scheme

Procedure to be FOLLOWED FOR FAST TRACK EXIT

SCHEME

INTRODUCTION OF FAST TRACK EXIT SCHEME:

It is a fast process to close a without company

adopting a lengthy procedure for company

closure by passing a special resolution,

applying to high court, appointment of

liquidator and so on which may take not

less than six months and also it is a very

expensive process which is not affordable to

small companies and sick companies. The

Ministry has issued Guidelines for Fast Track

Exit Mode to give the opportunity to the

defunct companies to get their names struck

off from the register under section 560 of the

Companies Act, 1956.

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Legal & Compliance

As no separate procedure is given by newly

introduced Companies Act, 2013 and the circular

issued in the year 2011 under Companies Act, 1956

is still in force for the closure of the company.

THE MOST IMPORTANT BENEFITS OF FAST TRACK

EXIT SCHEME ARE AS BELOW:

The inoperative Companies which are not

generating any revenue nor complying with its

annual filing, have got a new option to close

company without paying huge additional fees.

It is a short process in which company can be

closed without huge documentation.

It is a time-saving

WHO SHALL OPT FOR FAST TRACK EXIT SCHEME:

The small companies which are

Inoperative

Not complying with any annual or other filings

with Registrar of Companies

Operating in loss and lost hope of making profit

The company does not have any object or

continue with it

Shall apply to Registrar of Companies for theclosure of the company.

CONSEQUENCES OF NOT OPTING FOR FAST

TRACK EXIT SCHEME:

The above type of companies (given in thelast slide) which does not choose Fast TrackExit Scheme, could suffer followingconsequences:

There is a very strong possibility that, for thecompanies which are inoperative and notcar ry ing on any mandatory annualcompliances under Companies Act, 2013,could receive notice from Registrar ofCompanies, under which jurisdiction theRegistered office of the company falls, for notcomplying with annual filing.

In such a situation, Directors of the company

shall have to appear before the court and

explain the reason for non-filing of documents

with Registrar of companies. After that, the

company will have to complete their annual

filing and other compliances and present a

proof of such filing to the court. On non-

complying with the directions of the court,

directors may have to suffer huge penalties,

imprisonment, etc.

14www.Venture-Care.com/Magazine August 2017

Legal & Compliance

PROCEDURE TO BE FOLLOWED FOR FAST TRACK EXIT

SCHEME:

The Company shall file an application in prescribedform FTE online with the Registrar of with fees ofRs. 5000/-

ATTACHMENTS:

In affidavit which should be sworn by each of the

existing director(s) of the company before a First

Class Judicial Magistrate or Executive Magistrate

or Oath Commissioner or Notary, to the effect

that the company has not carried on any business

since incorporation or that the company did some

business for a period up to a date (which should

be specified) and then discontinued its operations,

as the case may be;

Indemnity Bond, duly notarized to be given by

every director individually or collectively, to the

effect that any losses, claim and liabilities on the

company, will be met in full by every director

individually or collectively, even after the name

of the company is struck off the Register of

Companies;

Statement of Account duly certified by CA in

practice or auditor of the company.

Board resolution showing authorization for filing

the form.

In case, the application in Form FTE, is not being

digitally signed by any of the director or Manager

or Secretary, a physical copy of the Form duly

filled in, shall be signed manually by a director

authorized by the Board of Directors of the

company and shall be attached with the

application Form at the time of its filing

electronically;

In case, the applicant name is not available in

the database of directors maintained by the

Ministry, the application shall be accompanied

by certificate from a Chartered Accountant in

whole time practice or Company Secretary in

whole time practice or Cost Accountant in

whole time practice along with their membership

number, certifying that the applicants are the

present directors of the company. In such cases,

the applicants shall not be asked to file Form-

32 and Form DIN-3.

The company shall disclose pending litigations

if any, involving the company while applying

under FTE.

If the pending prosecutions are only for

non-filing of Annual Returns and Balance

Sheet such application may be accepted

provided the applicants have already filed the

compounding application. However, steps for

final strike of the name of the company will

be taken only after disposal of compounding

application by the competent authority.

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Legal & Compliance

WHICH COMPANY IS INELIGIBLE FOR FILING UNDER

FTE SCHEME:

Listed companies;

Companies that have been de-listed due to non-

compliance of Listing Agreement or any other

statutory Laws,

Companies registered under section 25 of the

Companies Act, 1956 or section 8 of Companies

Act, 2013

Vanishing companies;

Companies where inspection or investigation is

pending or any proceedings are pending in the

court

Companies against which prosecution for a non-

compoundable offense is pending in court;

Companies accepted public deposits which are

either outstanding or the company is in default in

repayment of the same;

Company having secured loan;

Company having management dispute;

Company in respect of which filing of documents

have been stayed by court or Company Law

Board (CLB) or Central Government or any other

competent authority;

The company having dues towards income tax or

sales tax or central excise or banks and financial

institutions or any other Central Government or

State Government Departments or Authorities or

any local authorities.

WHICH COMPANY IS ELIGIBLE TO APPLY UNDER

FAST TRACK EXIT SCHEME:

Company having NIL assets and liabilities

Company inoperative since the date of

Incorporation or 1 Year or more

The has closed down its bank account.

PROCEDURE TO BE ADOPTED BY REGISTRAR OF

COMPANIES IN THIS MATTER:

The Registrar of Companies, on receipt of the

application, shall examine the same and if

found in order, shall give a notice to the

company under section 560(3) of the

Companies Act, 1956 by email to its e-mail

address intimated in the Form, giving thirty

days time, stating that unless cause is shown

to the contrary, its name be struck off from

the Register and the company will be

dissolved;

The Registrar of companies shall put the

name of applicant(s) and date of making the

application(s) under fast track exit mode, on

d a i l y b a s i s , o n t h e M C A p o r t a l

http://www.mca.gov.in/, giving thirty days

time for raising an objection, if any, by the

stakeholders to the concerned Registrar;

16www.Venture-Care.com/Magazine August 2017

Legal & Compliance

In case of company(s) like Non-Banking Financial

Company(s), Collective Investment Management

Company(s) which are regulated by other

Regulator(s) namely RBI, SEBI, the Registrar of

Companies, at the end of every week, shall send

intimation of such companies availing fast track

exit mode during that period to the concerned

Regulator(s) and also an intimation in respect of

all companies availing fast track exit mode

during that period to the office of the Income Tax

Department giving thirty days time for their

objection, if any;

EXPLANATION:

“Non-Banking Financial Company” means a

company as defined in clause (f) of section 45-I

of the Reserve Bank of India Act, 1934

“Collective Investment Management ” means the

company as defined in clause (h) of

sub-regulation of 2 of Securities and Exchange

Board of India (Collective Investment Companies)

Regulations, 1999

The Registrar of Companies immediately afterpassing of time given in sub-part (a) to © ofthis Para and on being satisfied that the caseis otherwise in order, shall strike its name offthe Register and shall send a notice undersub-section (5) of section 560 of theCompanies Act, 1956 for publication in theOfficial Gazette and the applicant companyshall stand dissolved from the date ofpublication of the notice in the OfficialGazette

“ If you have any question or query please

comment in the comment in the comment

box below or .We would love to

Contact us

help you. ”

2www.Venture-Care.com/Magazine Augest 201717 www.Venture-Care.com/MagazineAugust 2017

Legal & Compliance

PROFESSIONAL GUIDE ON

APPOINTMENT OF FIRST AUDITOR

PROFESSIONAL GUIDE ON

APPOINTMENT OF FIRST AUDITOR

INTRODUCTION Individual or audit firm can become the first auditor Tothe company according to the companies act 2013.No other person can be

appointed as an auditor of the...

INTRODUCTION

Individual or audit firm can become the firstauditor To the company according to thecompanies act 2013.No other person can beappointed as an auditor of the company. The firstauditor of the company should be a Charteredaccountant.

After annual general meeting within 30 days,a financial statement along with the auditor'sreport shall file with the register of companies.

Each tax filing needs a comprehensive report

from the auditor, in every financial year a private

limited company is required to submit its audit,

reports duly assessed and checked by an auditor

as well as the other requirements Sections 139 to

148 of the companies Act 2013 gives a complete

and detailed summary of the role of an auditor.

Chartered accountant firm's registration numbermust be there in the company's resolution for theappointment of the first auditor. Till theconclusion of the first annual general meeting, he first auditor shall hold office. The companyneeds to convey an extraordinary general meetingby issuing a notice to all the members in writing,in case board of directors failed to appoint thefirst auditor within 30 days of incorporation. Suchmembers within 90 days from the date of failureto appoint shall appoint the first auditor in theextraordinary general meeting.

18www.Venture-Care.com/Magazine August 2017

Legal & Compliance

APPOINTMENT OF FIRST AUDITOR

Within 30 days of Incorporation, the firstauditor of the company shall be appointed bythe Board. An EGM shall be called within 90days to appoint the first auditor In the case ofBoard's failure to appoint the first auditor asper Section 139(6). The 90 days time limitstarts from Incorporation of the companyrather than the expiry of 30 days(i.e. failureof Board) however, the law is silent regardingfrom when this time limit of 90 days bereckoned.

Tenure: – stTill conclusion of the 1 annual general

meeting. Remuneration: –Remuneration of the first

auditor can be decided by the Board As per

proviso to section 142(1) of company law.

stAppointment of 1 auditor require obtaining

written consent, certificate and filing of form

ADT-1.

Section 139(6) governed the appointment off i r s t a u d i t o r, n o n - o b s t a n t e c l a u s e[notwithstanding anything contained insub-section (1)] and it is sub-section (1) requireobtaining consent & certificate from auditor andfiling of form ADT-1 with ROC. Interpretation of “notwithstanding anythingcontained�.”: – the non-obstante clause is usedto avoid the operation and effect of all contraryprovisions as per Supreme Court view. Thus, theno-obstinate clause will prevail In case anydeparture between a non-obstante clause andother provisions. Since Section 139(6) does not speak anythingcontrary to Section 139(1) as far as obtaining ofconsent, certificate and filing of a form areconcerned. Thus, it can be interpreted thatADT-1 should be filed with ROC for first auditorappointment.

PROCEDURE

1. Convey the message to the proposed auditor as

regard to the intention of appointing him/it as

auditor whether he/ it is eligible and not

disqualified to be appointed as auditor of the

company.

2. Obtain consent & certificate from auditor.

3. Obtain recommendation of the audit committee

if it is required to be constituted.

4. Call Board meeting.

5. At the first board meeting approve the

appointment of auditor.

6. Intimate the auditor and file with ROC form

ADT-1(to be attached in form GNL-2 as per MCA

circular 09/2014 dated 25th April 2014) within

15 days.

STAPPOINTMENT OF AUDITOR AT 1 AGM

Every company shall appoint an individual or astfirm as an auditor of the company in its 1 annual

general meeting who shall hold office from theconclusion of that meeting, till the conclusion of itssixth annual general meeting as per Section 139(1)of the Act.

Tenure subject to ratification: – At every AGM the

tenure of 5 consecutive years is subject to

ratification by shareholders

Remuneration: – Remuneration of the auditor of a

company shall be fixed in its general meeting as

per section 142(1) of the Act or in such manner as

may be determined therein.

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Finance

CHALLENGES AND THE WAYS OUT FOR

BUSINESS VALUATION MODELS

Generally, there are four popular valuation models: Discounted Cash flow (DCF) model Relative

valuation model, and Asset base valuation model Earning Capitalization model

Let's start with DCF model. For...

Generally, there are four popular valuationmodels:

1. Discounted Cash flow (DCF) model

2. Relative valuation model, and

3. Asset base valuation model

4. Earning Capitalization model

Let's start with DCF model.

For raising equity or other finance from any othersources, valuer uses this model. Valuer heavily reliesupon the expected future cash flows as communicatedby the management. But the valuer should reduce thefuture expected cash flows because the managementmay be biased (it has to raise funds). These cash flowsare estimated for a certain time period, say 3-5 years.After that, these cash flows are discounted at a well-estimated discount rate. Cash flows may be FreeCashflow to Firm (FCFF) or Free Cash Flow to Equity(FCFE). Of course, this valuation model is used as agoing concern.

20www.Venture-Care.com/Magazine August 2017

Finance

Where are the loopholes?

Expected future cash flows are prone to

change due to various factors such as

competitors' strategy, technological changes,

brand dilution, change in management

strategy etc.

How to fix up the discount rate? It is also

subject to change over years. Also, there are

many factors which affect the discount rate

and these factors are unpredictable.

The way out....

Do sensitivity analysis by changing the cash

flows and the discount rate.

Value your business frequently whenever there

is the change in external or internal situations.

Now, let's have a look at relative valuation

model:

This model is used to value a business inrelation to similar business. Earnings and/orcash flows of the business undervaluation iscompared with those of the similar business andwith the help of the given price of the similarb u s i n e s s , t h e p r i c e o f t h e b u s i n e s sundervaluation is estimated.

The difficulty is that:

Whether the similar business operates in the

same products, markets

Whether the similar business uses the same

technology

Whether the similar business is as old as this

business

Whether price/value of the chosen similar

business is unbiased etc.

The way out....

It is better to choose the very close similar

business which operates in the same market and

has very similar product.

Choose more than one similar business and if

possible compare the business with the industry

average.

Adjust the price/value of the similar business

upward or downward

3rd comes Asset Valuation model Many people believe that this valuation cannotbe used for going concern businesses. Partially true.This model can be used for those businesses alsobut there must be significant productive assets. Itincludes R&D, IP, TM etc also.

The difficulty is that how the productive assets canbe valued and what is the expected life of thoseassets

The way out is that asset valuer should valuethose assets at expected market value and assetvalue and the expected life of the assets shouldundergo sensitivity analysis.

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Finance

The last popular model is Earning Capitalizationmodel: Under this method, Equity earning iscapitalized at a certain rate. This modelassumes that the present earning shall remainfixed forever.

The loopholes:This model does not consider growth in the

business.

The rate at which earning is capitalized is

prone to change

The way out:

Consider the average earnings for last 3-5 years.

Calculate the average growth in earnings for last

3-5 years and estimate it for next 1st future year

and then capitalize it.

Do sensitivity for earning, growth rate and the

discount rate. To conclude, no valuation model is full proof. Tovalue any business, valuation models in combinationshould be used

22www.Venture-Care.com/Magazine August 2017

Indian Funding Updates

Indian Startup Funding And

Investment Chart

July 2017

Indian Funding Updates

Sr.

No.Date

(dd/mm/yyyy)

StartupName

Industry/Vertical

Sub-VerticalCity /

LocationInvestors'

NameInvestment

TypeAmount(in USD)

Reliance

Corporate

Advisory Services

Ltd

Seed Funding 1,000,000Peer to Peer Lending

platform

BangaloreConsumerInternet

Billion Loans01/07/20171

Infuse Ventures,

JLL

Private Equity 2,600,000Energy management

solutions provider

AhmedabadTechnologyEcolibriumenergy03/07/20172

Asset Management(Asia) Ltd, Digital

Garage Inc

Private Equity 20,000,000Online marketplace for

automobiles

GurgaoneCommerceDroom04/07/20173

Kalaari Capital,Nexus India

Capital Advisors

Private Equity 8,500,000online marketplace for

food and grocery

BangaloreeCommerceJumbotail05/07/20174

International Finance

Corporation,

Rocketship, Accel

Partners, Jungle

Ventures, Shailesh

Rao, Venture Highway

Private Equity 12,000,000B2B marketplace for

Industrial products

NoidaeCommerceMoglix05/07/20175

BCCL Private Equity 1,000,000Hyperlocal home servicesprovider

MumbaiConsumerInternet

Timesaverz05/07/20176

N/A Seed Funding N/Aparenting blog and kids'

events discovery platform

GurgaonConsumerInternet

MyCity4Kids06/07/20177

Blume Ventures,

Contrarian Capital

India Partners,

Emergent Ventures

India, Pallav Nadhani,

Ashish Gupta, Sharad

Sharma, Sirion Labs

Seed Funding N/ACloud Solutions Provider BangaloreTechnologyMinjar06/07/20178

India Quotient,

Shunwei Capital

Seed Funding 1,000,000Digital Media Video

platform

BangaloreConsumerInternet

Clip App07/07/20179

Sreeram Iyer, SuvoSarkar, Anita

Gupta, LikemindVentures

Seed Funding N/AMF investment platform BangaloreConsumerInternet

Upwardly.in07/07/201710

Mitsui & Co. Private Equity 3,000,000Workshop Management

Software Platform

HyderabadTechnologyAutorox.co10/07/201711

Dunamis

Ventures Pte Ltd

Private Equity 2,250,000Salon & Spa Aggregation

& Discovery platform

PuneConsumerInternet

Fagobo11/07/201712

Venture Catalysts,

Sourav Ganguly,

Ankit Aditya, Moksh

Sports Ventures

Seed Funding 464,000Video Content Discovery

Platform

MumbaiConsumerInternet

Flickstree11/07/201713

Fireside Ventures,

Apurva Salarpuria,

Sidharth Pansari,

Sprout Capital

Seed Funding N/AOnline Interior Design

platform

BangaloreConsumerInternet

Design Cafe11/07/201714

SBI-FMO Fund,

essemer Venture

Partners,

Catamaran Ventures

Private Equity 18,500,000Digital payments solutions BangaloreTechnologyInnovity12/07/201715

24www.Venture-Care.com/Magazine August 2017

2www.Venture-Care.com/Magazine Augest 201725 www.Venture-Care.com/MagazineAugust 2017

Indian Funding Updates

Sr.

No.Date

(dd/mm/yyyy)

StartupName

Industry/Vertical

Sub-VerticalCity /

LocationInvestors'

NameInvestment

TypeAmount(in USD)

Corvus Ventures,

MAPE Advisory

Group

Private Equity N/ADoor Step Delivery

platform

HyderabadLogisticsVdeliver12/07/201716

500 Startups, Purvi

Capital, Rajan

Anandan, Abhishek

Gupta

Seed Funding N/AChatbot creation tool BangaloreTechnologyBott.mer12/07/201717

Indian Angel

Network

Seed Funding N/ANext Gen Mobility device

manufacturer

PuneTechnologyArcatron12/07/201718

Brigade Innovations

LLP, TV Mohandas

Pai, Suhail Rahman,

Bobby Reddy, M

George

Seed Funding 540,000Construction site operations

and analytics platform

BangaloreTechnologyQuickspec14/07/201719

Blacksoil Capital

Pvt. Ltd

Private Equity 1,700,000Designer consumer

products Marketplace

BangaloreeCommerceChumbak14/07/201720

Sequoia Capital,

Grey Orange,

Rajesh Ramaiah,

Anshuman Das,

Rishi Das

Seed Funding 2,000,000Sales Solutions for

Fashion Brands

BangaloreTechnology17/07/201721 Increff

IDG Ventures

India Advisors,

Jungle Ventures

Private Equity 4,000,000Enterprise Banking

Solutions

PuneTechnology17/07/201722 Vayana

One97

Communication

Ltd

Private Equity N/AMobile Services &

Solutions

NoidaTechnology18/07/201723 Mobiquest

Uber Technologies

Inc, Amaya Capital

LLP

Seed Funding N/AAmbulance

Aggregation Services

HyderabadConsumer

Internet

18/07/201724 Ambee

Xelpmoc Seed Funding N/AOnline Insurance

platform

KolkataConsumer

Internet

18/07/201725 IdealInsurance

Kae Capital Seed Funding N/AMobile games creator BangaloreTechnology18/07/201726 HypernovaInteractive

ain Capital

Ventures, Renaud

Laplanche

Private Equity 10,000,000Consumer Leasing

Platform

BangaloreConsumer

Internet

19/07/201727 Rentomojo

Francesco Cara Seed Funding N/AAI powered recruitment

platform

BangaloreConsumer

Internet

19/07/201728 AirCTO

ABI-Showatech

(India) Ltd

Seed Funding 600,000Gamified Learning App BangaloreTechnology19/07/201729 Playablo

Kae Capital,

M&S Partners,

Seed Funding 700,000Online payments

platform

GurgaonTechnology20/07/201730 Trupay

Subramani

Somasundaram,

Sundeep Sahni,

Mayank Mittal &

Others

Seed Funding 200,000Online Marketplace for

Construction Material

GurgaoneCommerce20/07/201731 Brick2wall

Indian Funding Updates

Sr.

No.Date

(dd/mm/yyyy)

StartupName

Industry/Vertical

Sub-VerticalCity /

LocationInvestors'

NameInvestment

TypeAmount(in USD)

Harmeet Bajaj,

Pameela P,

Fusiontech

Ventures & Others

Seed Funding N/AWomen Work wear

etailer

New DelhieCommerceFablestreet21/07/201732

Sunil Kalra,

Aditya Singh,

Rishi Srivastava,

Rajan Anandan

Seed Funding N/AMachine Learning

Access platform

New DelhiTechnologyMonsoonFintech

21/07/201733

Blume Ventures,

NB Ventures,

Nspira

Seed Funding N/AHealthy Food Delivery

Platform

BangaloreConsumer

InternetMonkey Box21/07/201734

Stellaris Venture

Partners

Private Equity 1,200,000Mobile-first Enterprise

communication

platform

BangaloreConsumer

InternetNoticeboard25/07/201735

Tencent Holdings Private Equity 35,000,000Mobile Learning App BangaloreConsumer

InternetByju’s25/07/201736

Yuvraj Singh Seed Funding N/ACo-Working Space

Provider

New DelhiOthersCreator’sGurukul

26/07/201737

Goldman Sachs Private Equity 25,000,000Budget hotels brand &

Aggregator Platform

New DelhiConsumer

Internet

Fab Hotels26/07/201738

Indian Angel

Network, Anand

Mahindra

Seed Funding 200,000Assisted Learning

Startup

BangaloreConsumer

Internet

ThinkerBell26/07/201739

Source- www.track.in

26www.Venture-Care.com/Magazine August 2017

HBM HealthcareInvestments, Maverick

Capital Ventures,Sequoia India,

Omidyar Networkand Kae Capital

Private Equity 15,000,000Online Pharmacy GurgaoneCommerce1mg27/07/201740

Amen Dhyllon Seed Funding N/AApp-based Aggregator of

Offline Businesses

MumbaiConsumer

Internet

Jhakaas28/07/201741

Info Edge (India)

Ltd

Seed Funding 1,250,000Beauty Services

Marketplace

MumbaiConsumer

Internet

BigStylist28/07/201742

RoundGlass

Partners

Seed Funding N/Aonline marketplace

for discovering fitness

centres

BangaloreConsumer

Internet

Gympic.com28/07/201743

Strategy

THE SMARTEST WAY TO STARTINGAN ONLINE BUSINESS IN INDIA

THE SMARTEST WAY TO STARTINGAN ONLINE BUSINESS IN INDIA

Don't try and build a business until you read this – Just imagine what

it would be like to build an attractive business that avoided all of the...

Don't try and build a business until you readthis-

Just imagine what it would be like to build anattractive business that avoided all of the risksthat cause 90% of new businesses to fail. What would it be like to avoid all the

frustrations, disappointment, and public

humiliation of trying to build a business around

an idea that was highly valued in your mind but

no one else would pay for it?

Note 1: Economics always teaches us to match a

supply with the demand.

Good businesses fill a need in theNote 2:

marketplace.

Great businesses solve painful problemsNote 3:

in the marketplace. Most entrepreneurs fail to find the real demand

before they start and many of them think that

they create the demand which rarely works.

2www.Venture-Care.com/Magazine Augest 201727 www.Venture-Care.com/MagazineAugust 2017

Strategy

Do you know how hard it is to try and convince

someone they want or need something when in

reality, they don't? Even if it's “cool”? This is where

many businesses fail.

They fail to provide a product that their market

REALLY REALLY WANTS and NEEDS!

So this question may arise for you: “How do I

know what my customers really really want?”

Follow these 6 phases to starting a businessthsuccessfully? At the 6 phase your business will

be a super hit, here are the phases�

1. Tune Your Mind set

Find BIG opportunities to start profitable

companies from scratch

2. Idea Extraction

Find & Select Profitable Ideas� Even When

You Have Nothing

3. Sketch The Solution In front Of Your

Potential Customers

Show your solution up front to build trust and

rapport with customers.

4. Pre-Selling

Get your customers to fund the development

of your software so you have ZERO RISK.

Do you want an insider's lesson? Follow the6 part process above and train your mind tosee opportunity and you will find iteverywhere.

And then...

Take action.

Take action.

Take action.

Keep going and don't stop until you win.

“Nothing in this world can take the place of

persistence. Talent will not. Nothing is more

common than unsuccessful men with talent.

Genius will not. Unrewarded genius is almost a

proverb. Education will not. The world is full of

educated derelicts. Persistence and determination

alone are omnipotent.”

— Calvin Coolidge

5. Build and Develop the Product

Out source the development of your software

with the Pre-Sales money to A+ developers

so you can live the lifestyle you desire.

6. SCALE!

Release And Launch to 1000/month and then

go beyond!

28www.Venture-Care.com/Magazine August 2017

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Strategy

8 STEP PROCESS FORNEW PRODUCT DEVELOPMENT

8 STEP PROCESS FORNEW PRODUCT DEVELOPMENT

Have you ever thought about how a few organizations figure out how to market whole productofferings effortlessly while others still struggle to trump up the interest? Building up...

Have you ever thought about how a feworganizations figure out how to market wholeproduct offerings effortlessly while others stillstruggle to trump up the interest? Building up anew product shouldn't feel like you're battlingwith the dark forces. There are some easier waystoo. For that you need to build up a clear roadmap which will become an organized guide toyour business a clear path to follow. Newproduct development process includes thecomplete journey from generating the concept tolaunch the product into market. When you willset the means and tail it up to check, productdevelopment will turn into a more engaged andadaptable approach that can be adjusted forevery single diverse kind of items andadministrations. Process flow is covered infollowing 8 Steps:

Idea Generation New product Developmentprocess starts with the Generating Idea or theConcept. According to experts, Coming up withfresh ideas has often been considered as one ofthe hardest phase of this whole process. In thebeginning all ideas are good ideas up to certainextent, so it can come from many differentdirections. This is because experts often go forextensive research of industry and market trendsbefore heading towards the next level.

1.

2. Screening of Ideas Screening of ideas is a crucialstage in this process, as it needs to ensure thatunsuitable ideas should get rejected as soon aspossible. So how to differentiate between greatconcepts which will attract the buyers and ideaswhich will hamstring your campaign before iteven begins? So this is done by making sure theprofit potential of the product, checking thingslike expected customer class, size of the targetmarket, market growth.

Strategy

3. Developing and Testing of the Concept Nowyour idea has passed the screening test. Thisnext phase is the part where companies startworking on the concept. By surveying with thequestions like “How do we get this to work?”,“Did you understand the concept..??” we cancheck the whether consumer has got enough indepth information about it so he can visualizeit or not. Amid this stage, the association andthe advertising division will resolve points ofinterest like the advantages of the item,showcasing standards, generation costs, andexpected client reaction.

4. Business Analysis Once the concept has beentested and finalized, company decision-makerswill turn their attention to the numbers, byassessment of the profitability of the product.Because if the production cost is too high for apotentially lucrative idea, then its better not toaccount it. So the analysis includes detailing ofmarketing strategy, highlighting the targetmarket, product positioning and the marketingmix which will be useful. It also includesanalysis of product demand, costs of fullappraisal, competitor study and identificationof break-even point.

5. Product Development when a new productgets approval, it has sent to the technical andnew product development department. Theymake a prototype model to check exact design,dimensions & specifications and suitablemanufacturing processes. It also gives space forconsumer testing, their feedback on about theproducts look, feel and performance with theirquality tests.

6. Technical Aspects Whether you are selling atech product or simple toy, the technicalaspects of the product need to be cross-verifiedahead of time. This is the place things likespecialized aides, plans, leave procedures, andmonetary estimations are dealt with before theitem is formally launched in the market. Thisprocedure is required to approve the entire ideaand is utilized for further refinement of allcomponents.

Commercialization This is the phase where themarketing campaign and the sales funnelassociated with the product start workingtogether. At the point when the idea has beencreated and tried, ultimate conclusions shouldbe made to move the item to its dispatch intothe market. Valuing and promoting plans shouldbe concluded and the business groups andconveyance informed, so that the item andorganization is prepared for the last stage.

7.

Launching in the market. A detailed launch planis very much essential for this stage where it canrun smoothly and make a maximum impact. Thislaunch plan includes decisions regarding timeand place for launch to primary focusedcustomer class.

8.

At last we should be with a specific end goal tolearn from any errors made, a feedback of themarket performance of the product which isneeded to assess the product. New productdevelopment can be made much complex andcentered, with a higher probability of success, byfollowing these steps.

30www.Venture-Care.com/Magazine August 2017

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Strategy

HOW TO SETUP AFOREIGN COMPANY IN INDIA

HOW TO SETUP AFOREIGN COMPANY IN INDIA

How to Setup a Foreign Company Business in India Due to economic revolution andglobalization, mostly companies in the world looking to expand their operations

throughout the Globe. In...

How to Setup a Foreign Company Business inIndia[/caption] Due to economic revolution andglobalization, mostly companies in the worldlooking to expand their operations throughoutthe Globe. In the recent past due to IndiaEconomy booms and Government also opendoors to foreign nations company to invest inIndia, many foreign companies comes forward tosetting up their business in India. Wholly ownedSubsidiary is one of the business formation wherea foreign entity can setup business in India. Thisblog helps in understanding about the Whollyowned subsidiary(WOS) Registration of foreigncompany in India

About WOS When an Entity which is incorporated outsideIndia (i.e Foreign Country), makes 100% ForeignDirect Investment (FDI) as per Indian FDI policy,the Indian company incorporated for this purposeis said to be wholly owned subsidiary of thatforeign entity. Under the current foreigninvestment policy, a wholly owned subsidiary canbe established either under the automatic route,if the conditions specified therein are compliedwith (specific high priority industries) or obtain anapproval from the FIPB. This is the easy and bestmethod for setup a foreign-based Company inIndia, where entire hold on the share capital ofan Indian company is held by Foreign BasedEntity.

Strategy

Key Feature of WOSWOS is regulated by Indian Companies Act,

2013

All types of Business Activities are permitted

such as manufacturing, marketing, services

activity etc subject to FDI Norms.

Treated as Domestic Indian Company and

Indian Taxation apply and eligible for all

exemptions and deduction as applies to

Domestic Companies.

Type of WOS

In India, there are two form of

company incorporated

Private Limited

Public Limited

Private Limited Company has followingcharacteristics:

shareholders' right to transfer shares is restricted

the number of shareholders is limited to 200; and

an invitation to the public to subscribe for any

shares or debentures is prohibited.

Minimum paid up capital is �1,00,000.

Minimum 2 Director and 2 shareholders, One will

be Indian Resident Director.

Public Limited Company has following

characteristics:

It must have at least seven shareholders.

Minimum paid up capital must be �5,00,000

It must publish a prospectus or file a statement in

lieu of a prospectus before it can start transacting

business.

A public company is required to have at least three

directors.

Documents required for Registratio

/setup of Wholly Owned Subsidiary

(WOS).1. 3 Passport Size photograph.

2. PAN CARD (Not mandatory in case of Foreign

Director).

3. Passport (Mandatory for Foreign Director, Must

be in English Language and duly apostile).

4. Address proof (Driving License, Voter ID,

Passport, Aadhar Card).

5. Any one of following (Bank Passbook, Credit

Card Statement, Telephone Bill, Electricity Bill).

6. Proof of Registered office in India-Electricity

Bill, Leased deed or Rent Agreement.

7. If the proposed director is in a foreign country

then all the documents must be duly apostile

by the home country & if a director is presently

in India then such apostile is not required.

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Strategy

Process required for registration/

setup of Wholly Owned Subsidiary

(WOS) in India.1. Obtaining (Director Identification Number) DIN

for all Directors.

2. Obtaining Digital Signature for all the directors.

3. Filling Application for Name Reservation for the

proposed Company.

4. Drafting Memorandum & Articles of Association.

5. Subscription to the Memorandum by the

shareholders and appropriate person.

6. Submission of all the documents to the

Concerned Registrar of Companies (ROC).

7. Receipt of Certificate of Incorporation from

the ROC.

8. Apply for PAN CARD and an opening of Bank

Account.

9. Submission of Documents for FDI Compliance

after Subscription of Share Capital.

Cost for Registering a Company in

India The cost for registering a business in India is

relatively inexpensive. Registration of a

company in India can also be completed within

a few weeks, making India an easy place to

start a business.

Post Incorporation Formalities Post registration of the company in India, the

Indian Director can help open a bank account

for the company in India. Once the bank

account is opened, the Company must make

FDI reporting to the Reserve Bank of India. The

procedure for reporting FDI inflow into the

company is simple and can be completed easily

by a legal or accounting professional in India.

Completing the FDI reporting would ensure that

the business is in compliance with all

regulations in India and ready to operate.

Strategy

WHY SHOULD YOU DO THE FEASIBILITYANALYSIS BEFORE KICKING-OFF

A BUSINESS IDEA

WHY SHOULD YOU DO THE FEASIBILITYANALYSIS BEFORE KICKING-OFF

A BUSINESS IDEA

As well said, “ you don't want to invest your money, your time and youreffort on a project or business idea, which seems possible to fail or...

As well said, “ you don't want to invest yourmoney, your time and your effort on a project orbusiness idea, which seems possible to fail or notto success”.

Let's look at Wikipedia definition: “A feasibilitystudy evaluates the project's potential for success;therefore, perceived objectivity is an importantfactor in the credibility of the study for potentialinvestors and lending institutions.”

What is a Feasibility Report? The is an analysis or study or feasibility reportnew business or product idea and covers thediscussions, analysis, and study of the differentaspects ( almost every aspect ) of the feasibilityof a START-UP businesses.

A visibility report focus on the various aspectsof the survivability of the start-up businesssuch as product feasibility, financial feasibility,Market feasibility, Plant/Machinery feasibility,Manpower feasibility, location feasibility etc

Know the feasibility of your new Business or Product Idea, Talk with the Expert

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Strategy

The three amazing benefits of having feasibilitystudy or analysis:

1.Specific .

Being focused and specific a feasibility study or

analysis starts with a single question — asking

whether the idea, event or action is a viable

solution — and force you to focus solely on that

question to the exclusion of everything else, drilling

down to explore possible outcomes.

A feasibility analysis is different than thebusiness plan. A feasibility study is an investigativetool that might cause you to discount an idea,whereas a business plan is a call to action.Generally, feasibility analysis is used as apredecessor to creating a business plan.

2.The Big Picture Feasibility study or analysis force you considerthe big picture first and then think of a top-downapproach. In this way, one or two general starterquestions lead to a host of additional, moredetailed questions that become increasinglynarrower in focus as you get closer to reaching anultimate answer. For example, asking whetheranyone will buy your new-and-improved productand whether it will generate a profit createsadditional questions that force you to considercustomer need and possible competition, and toidentify risks that you may face.

You must also describe the followings:- –Your product and its benefits, – Your target market, and – Cost along with break-even and profit points.

3.Alternative Solutions

Feasibility study or analysis offer you thechance to “get it right” before committing time,money and business resources to an idea thatmay not work in the way you originally planned,causing you to invest even more in correctingflaws, removing limitations, and then simply tryagain. Feasibility studies may also open youreyes to new possibilities, opportunities, andsolutions you might never have otherwiseconsidered. There are no right or wrong answersto the questions you ask, but an answer youdon't necessarily want or expect can create newprofit potential.

Here is how Venture Care Team analyze the

feasibility of a new business idea

The Usability and inclusion of a feasibilityreport: Feasibility studies do not dive into, in-depthlong-term financial projections. In basic terms,investor or start-up owner should have aforesight if he will make or lose money duringthis project. The investor decides to proceed ornot, considering the outcomes of the feasibilitystudy.

Accordingly, a successful feasibility studyshould do a basic break-even analysis to seehow much money would be necessary to meetthe operating expenses of the business idea.

36www.Venture-Care.com/Magazine August 2017

Strategy

So, there are two main elements to take intoconsideration:

1. Cost = Money + Time + Effort2. Value expected to be delivered by business idea

That being said, a feasibility study dives intofour major areas:

1. Market Analysis2. Organizational Setup3. Technical Issues4. Financial Analysis

As the first step of a feasibility study, the marketanalysis should be done in order to have an ideaabout supply & demand balance of your product orservice.

Market Analysis:Units to be Sold: How many units do you projectto sell each month?

What is the projected supplySupply Projection: in your area of the products or services neededfor your project?Identification of Target Market and TargetCustomer: What are your target market andtarget customer? How many are they, yourpotential customers?

What competition exists inCompetition Analysis: this market? Can you establish a market nichewhich will enable you to compete effectivelywith others providing this product or service?

Is the location of your proposedLocation:business or project likely to affect its success? Ifso, is the identified site the most appropriateone available?

Organizational Setup: As the next step to market analysis, rightorganizational structure and organizationalqualifications to manage the business should bedetermined. People to be on board, inmanagement and other positions should becarefully thought and assigned. In this step, inorder to illustrate your organizational structureon an org chart, as a quick and simple solution,use an.

Technical Issues: Depending on the nature of your business idea,technology and equipment may become one ofthe biggest cost element. So you need to decideon technology and equipment needed. On theother hand, you should consider the date whenyou will obtain those since they will directlyaffect your start-up timeline.

Financial Analysis:As a final step, you should analyze kefinancial parameters as following:

Variable Costs: These are the costs incurred instarting up a new business, including COGS Here you will define Opex and CapexFixed Costs:Logistics & InventorySales Projections and Target RealizationReporting: This is your monthly sales amountprojection.

You should define how much ofSales Channels: sales will be distributed on which channel andsell out prices for each channel

Considering competition, the mostPricing:appropriate price positioning for your product orservice should be determined.

This is forProfit and Loss Statement Report:finding the break even point for the proposedbusiness, considering the costs and revenuegenerated

As a conclusion, your feasibility study shouldgive a clear idea whether your business ideadeserves investment or not. If you want toease your feasibility study process, using

ready-to-use Feasibility Study Kit forStart-ups which include all above will be a

smart solution for you.

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let us help your organization stay compliant and avoid heavy penalties,

Talk with our Expert call : 020 65363633

Helping your business to stay compliant.

Single package to make your company GET SET GOING

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A single window for all the essentials

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Our wide spectrum of services ensures a comprehensive package to service all

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Talk with our account manager call : 020 65363633

VC SmartVC Smart StartStartMake your “Business Dream” a “Reality”

See Morewww.venture-care.com/smart-start

More Ideas for Your BusinessMore Ideas for Your Business

It’s not how many ideas you have.It’s how many you make happen.It’s your idea or venturecare’s,We make it happen to Plan, Launch

Growand your business. See howat www.venture-care.com

WHAT WE DO

Since 2010, We are helping businesses and enterprises to Plan, start & Grow Businessand Close or Exit from a Business.

We at Venture Care generate ideas, sparkactions and quantify time-bound resultsby providing tailored, practical andaffordable solutions.

Venture-Care is dedicated to turning goodideas into measurable change and to guideyou to flourish your business aspirations.

Note

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3031 AV Rotterdam, (NL)Phone: +31 614 575 275

About Venture Care:- Venture Care is India's 1st of its kind online Business Solution Company which

helps to Plan, Launch, Manage and Grow Businesses. Find More about us at

www.venture-care.com

WHAT WE DOSince 2010, Venture Care (a S&F Advisory Brand) is helping businesses and

enterprises to Plan a Business, start a business, run a business, Grow a

Business and Close or Exit from a Business.

We at Venture Care generate ideas, spark actions and quantify time-bound

results by providing tailored, practical and affordable solutions for the growth

of your company. Venture-Care is dedicated to turning good ideas into

measurable change

Our team of Chartered Accountants, Business planner, Technocrats,

Strategist, Marketers, Senior Bankers, Company Secretaries, Tax Experts and

other professionals enables us to help and guide you to flourish your

business aspirations.