Due Diligence
Growing complexity in the business environment and high-profile corporate scandals have indelibly changed the legal and regulatory landscape. The result is an unprecedented increase in business-related investigations and litigation.
Due Diligence is the process of investing all the information that is pertinent to an issue. The careful investigation is necessary to ensure all the material information pertinent to the issue. The performance of those actions that are generally regarded as prudent, responsible and necessary to conduct a thorough and objective investigation, review and/or analysis
We have solutions that combine experience, subject matter knowledge and deep industry expertise. Prowis offers mobilize resources to assess your issues and develop a plan of action to discreetly and cost effectively manage your situation while sustaining public credibility during challenging times. Prowis provides a complete due diligence report to its Clients who are looking for enhancing organizational efficiencies. The analysis includes a complete report which discovers all risks and implications regarding a decision to be made.
Prowis Legal Team undertakes due diligence exercise of business, legal and financial affairs of corporate bodies and helps clients to assess business proposals, identify possible legal problems,thus help clients in taking informed corporate decisions.
Regardless of the situation, while entering into business contract with other company & individuals can expose an organization/ company to a myriad of complex situation. Today, virtually all businesses are in some way affected by global enterprise. Prowis ensures strategic legal advice that helps its clients seize and maximize the available opportunities while also managing and minimizing the risks.
Prowis Team believes with its experience, risk can be narrowed down to the minimum. The risk management formula designed by our team includes an initial check-up of your business partner before entering into a business relationship with them. With a Comprehensive legal due diligence of your partner , Prowis will be able to spot what you can expect while entering into such contract. That's why a business/ legal audit may generally be necessary to determine which legal and structural issues the enterprise faces. Our Experience will help our client foresee many of the potential pitfalls and to develop plans to prevent them.
XBRL Services
eXtensible Business Reporting Language (XBRL) defines and provides names- or "tags"- for numbers, narrative text, dates and other facts in a business report. It is often described as "bar coding" for financial and business information.
The benefit that XBRL will bring to businesses include:
- ability of different regulatory bodies to use the same electronic data set - avoiding duplication & reducing compliance costs
- automatic exchange and reliable extraction of financial information across all software formats & technologies
- improvement in the efficiency with which various tools can generate comparisons & analysis
Prowis offer a comprehensive solution around your XBRL needs. Our solution is structured to address the compliance with the Ministry of Corporate Affairs mandate, flexibility to address the evolving financial reporting framework in India and scalability from outsourced services to in-house processing
Certification Services
Prowis Team assists small or medium scale companies who do not have in-house secretarial departments. Prowis idea is to act as 'virtual' secretarial department. Nevertheless, for large organizations Prowis team is the one stop solution for all kind of secretarial assistance and legal advice and also carries out assignments allotted on ad-hoc basis.
Prowis through its Firm comprised of eminent Practising Company Secretaries provides Complaince Services to impeccably execute the routine compliances under the Companies Act. Viz. Certification of various forms under the Companies Act, 1956.
Secretarial, Legal Compliance
- Drafting of notices, minutes etc. in respect of Board & General Meetings and assistance in finalizing the same.
- Assistance in keeping the Statutory Records & Registers under the Act up-to-date.
- Preparation of various Forms & Returns to be filed under the Companies Act, 1956.
- Certifying and filing various forms and returns with the Registrar of Companies, the Regional Director's Office and the Ministry of Corporate affairs.
- Attending the Board / General Meetings with prior notice, if required.
- Secretarial Compliance Certificate and /or Report of Secretarial Audit.
- Change in the name of a company.
- Addition of objects to the MOA.
- Conversion of the company into Public or Private.
- Petitions with Company Law Board / Regional Director under various provisions of Companies Act, 1956.
- Shifting of registered office from one State to another State.
- Search and Registration of Charges.
Corporate Restructuring Services
Corporate Restructuring as such requires deep knowledge of statutory and legal positions, current business and economic conditions and various socio-economic factors. Its a very critical area of transition for a company. It must be ensurde that any Corporate Restructuing process yields the desired positive impact in all respects Prowis has always helped its esteemed Client companies by providing valuable insights and advisory services for such Corporate Restructuring and is very much acquainted enough to ensure that its advise for Corporate Restructuing has always yielded the desired positive impact in all respects. Prowis has so far dealt with the following cases of restructuring
- Reduction of Share Capital.
- Procedural formalities in relation to issue of ESOP and ESOS.
- Conversion of company from Private to Public and Public to Private.
- Financial restructuring assistance.
- Company takeover
FEMA / RBI Related Services
Prowis provides its clients various advisory and compliance services to companies to facilitate their handling of various aspects of the Foreign Direct Investment related matters.
These services are broadly offered under the following categories:
- Advice and legal opinions under FEMA.
- Consultation to foreign companies for doing business in India and vice versa
- Seeking FIPB Approvals and other required approvals from Government Agencies for FDI
- Investment strategy for foreign companies.
- Other Compliances under FEMA.
Initial Public Offer / Investment Related Services
Any Company at some point in time need additional funding. There are many ways to raise additional capital , of which the familiar way is raising money through Public Offer. This involves many statutory and legal compliances. Strict Compliance of the statutory provisions, restrictions and procedures in respect of the capital raising or funds mobilization needs to be followed.
Prowis has the requisite expertise to offer its clients to take proper decisions by advising them about all factors involved in the process. Our ageis range from advice to execution support to further statutory compliances:
- Due Diligence - Legal and Financial.
- Documentation Process- pre and post funding.
- IPO Advisory and Assistance
SEBI Compliances
There are certain specific guidelines, rules and compliances required to be adhered to under the Securities & Exchange Board of India (SEBI) for those companies incorporated / listed / to be listed on the Stock Exchange. Prowis Team has an experienced team to advice and help clients in the execution of these statutory requirements. Our Team will
- Co-ordinate respect of Initial Public Offering (IPO) by a company.
- Ensure Compliances under Investor Protection Rules.
- Advice on compliances under the SEBI Takeover Regulations/ SEBI Insider Trading Regulations.
- Statutory Advice & Opinions on SEBI matters.
- Compliance under Listing Agreement.
Corporate Governance Compliances
Corporate Governance is the key to proper management of the business of a company. Adherence of Corporate Governance is essential for the sustainable growth of the company. Indian laws provide a framework for Corporate Governance based on a mix of 'mandatory' and 'voluntary' compliances. Listed Public Companies have to fulfill some mandatory Corporate Governance compliances while unlisted companies can voluntarily choose to fulfill certain compliances in their own interest. Prowis offers to help and guide both categories of companies in ensuring that they fulfill their respective Corporate Governance commitments.
Our services includes
- Ensuring the composition of the Board of Directors, Audit Committee and other committees.
- Expressing opinion on the interpretation of the SEBI Corporate Governance Code.
- Assisting in drafting the various codes required under Clause 49 of the Listing Agreement.
- Attending meetings of the Board and Audit Committee of listed public limited companies.
- Assisting in periodical Corporate Governance compliance and audit.
- Preparing Corporate Governance Reports.
- Consultancy on matters arising during implementation of the Companies Act, 1956.