R. SRIDHARAN & ASSOCIATESCOMPANY SECRETARIES

CHENNAI

R.SRIDHARAN, B.Com, F.C.S. - PROPRIETOR

ALL-INDIA PRESIDENT OF THE ICSI - 2014

A Commerce Graduate and a Fellow Member of the Institute of CompanySecretaries of India (ICSI), the national statutory body governing the profession ofCompany Secretaries

Expert on Company Law and SEBI related matters

Vice Chairman of Southern India Regional Council (SIRC) of ICSI in 2004

Chairman of SIRC of ICSI in 2005

Member of Central Council of ICSI from 2011 -2014

Member of Peer Review Board constituted by ICSI – 2020-21

Member of Regional Advisory Committee for Organized & Service Sector

Presented Papers in Seminars/Workshops relating to Corporate Laws

Visiting faculty for Madras University & SRM University

Regular Faculty at the Institute of Directors

Visiting Faculty at various Chapters of ICSI

R.SRIDHARAN & ASSOCIATES (RSA)

R.Sridharan & Associates, Company Secretaries,was started in the year October 1999, under theproprietorship of Mr. R. Sridharan, Central CouncilMember of the Institute of Company Secretaries ofIndia. A Fellow Member of the Institute of CompanySecretaries of India, Mr. R. Sridharan is a renownedexpert in the field of Company Law and SEBI relatedmatters with vast experience gained while he was inemployment as well as a practising professional.Mr. R Sridharan has made rich contribution to thegrowth of the profession of Company Secretaries inIndia through active participation in the RegionalCouncil as a Member as well as the President of theapex body for Company Secretaries viz., theInstitute of Company Secretaries of India in 2014.Currently, he is a Member of the Peer Review Boardgoverned by ICSI for the year 2020-2021.

R.Sridharan & Associates is a leadingprofessional firm providing expert servicesto corporates in the field of Corporate Law,Corporate Restructuring, Securities Law,FEMA, FDI and Advisory services. It has awell balanced professional team thatcomprises of an expert team of Advocates,Company secretaries and Managers tohandle every type of assignment, howeverchallenging it may be. Supplementing themanpower are the CS Final candidates,secretarial trainees and assistants,contributing to the achievement of clientsatisfaction in addition to compliance withrequirement of law.

PEER REVIEW

CERTIFICATE

R.SRIDHARAN & ASSOCIATES,

COMPANY SECRETARIES,New Number 44 (Old No. 25),

Flat No.3, Thiruvarangam Apts,

1st Floor,

Unnamalai Ammal Street,

T.Nagar, Chennai- 600 017

Phone: 044-42166988

Mobile No : 98410 18446 (D),

98840 23922

Email Id: sridharan.r@aryes.in

satheesh.k@aryes.in

Website: www.aryes.in

TEAM

R.Sridharan, B.com, FCS Proprietor

K.Satheesh, B.Com, MBA Senior Manager (Secretarial & Compliance)

Associates

SrinidhiSridharan,

B.Com, ACS

Company Secretary

G.Subramaniam,

ACS, LLB

Company Secretary

R.Swaminathan,

B.Com,CA,

CMA,CS,FICS,LIFA,CAIIB

Chartered Accountant

B Dhanaraj,

LLB

Advocate

Secretarial Team

Shazia Shabnam -

J.Soundarya -

K.S.Meghala -

G.Yathish -

M.Sournalakshmi -

D.Yogeetha -

K.Alagu Sundaram -

N.Nithya -

S.R.Anitha Sri -

B.Com,CS

B.Com , CS, CMA(Inter)

M.Sc (Mathematics), CS

B.Com, CA(Inter), CS(Executive)

B.Com

B.Com

B.Com

B.Com

B.Com

B.com

NETWORK OF PROFESSIONALS ACROSS ALL REGIONS

Northern Region – New Delhi

Southern Region -

Eastern Region - Kolkata

Western Region - Mumbai

All over Tamilnadu, Karnataka & Andhra

Pradesh

• Promotion, Formation and Incorporation of Public Limited and Private Limited Companies and matters

related thereto

• Incorporation of LLPs

• Change of Name of Company

• Shifting of Registered Office of a Company from one State to another

• Acting as Scrutinizer for Postal Ballot Process

• Acting as Scrutinizer for AGM Voting Process including E-Voting

AREAS OF SPECIALISATION

• XBRL Filings for Annual Accounts & Cost Audit

• Secretarial Audit under Companies Act, 2013

• Corporate Governance Audit

• Annual Return Audit under Companies Act, 2013

• Due Diligence Audit for Banks & other companies

• Conversion of Private limited Company into Public limited Company and vice versa

• Planning strategies for Mergers / Amalgamation / Takeover / Re-construction / Re-organisation / Re-

structuring and drafting scheme of amalgamations and mergers

•Buy-back of shares

•Planning strategies for Mergers / amalgamation / takeover/ re-construction / re-organization / re-

structuring and drafting scheme of amalgamations and mergers

•Compliance Certificate Audit under Companies Act, 2013 and issue of Certificate

•Advisors and consultants for issue of shares and other securities

•De-mergers, Hiving off, splitting of undertakings.

•Listing of Securities in Stock Exchanges, De-listing of securities from Stock Exchanges

•Drafting of Letter of Offer and other documents related to issue of securities

•Search Reports for Companies depending upon their requirements

•Advising on legal and procedural matters under the Companies Act, 1956 and Companies Act, 2013

• Appearing as an Authorised Representative before the National Company Law Tribunal,

Central Government, Regional Director and Registrar of Companies.

• Making a verified declaration of compliance for obtaining certificate of commencement of business

/ commencement of other business

• Audit and certification under various Regulations of the LODR

• Audit and certification of amounts credited to Investor Education and Protection Fund

• De-listing of securities from Stock Exchanges

OTHER ACTIVITIES

Issue of Digital

Signature

Certificates for

MCA21 & IT Filings

Approved by Ministry of

Corporate Affairs to act as

Certified Filing Centre (CFC)

for e-filing under MCA21.

OTHER KEY AREAS

ACTING AS SCRUTINIZERS IN AGM VOTING & REMOTE E-VOTING

SCRUTINIZERS IN POSTAL BALLOT

VARIOUS GOVERNMENT APPROVALS

LISTING AND DELISTING

MERGER & AMALGAMATION

SHIFTING OF REGISTERED OFFICE

RIGHTS ISSUE/BONUS ISSUE

VARIOUS AUDITS

RETAINERSHIP SERVICES

HANDLING AGM

LIMITED LIABILITY PARTNERSHIPS

ACHIEVEMENTS

Corporate

Services

Acted as Scrutinizer for

more than 100 Postal

ballots for leading listed

Companies, Bank to

name a few

• E.I.D Parry (India) Limited

• MPS Limited

• Shriram EPC Limited

• Tube Investments of India Limited

• Cholamandalam Investment and Finance Company Limited

• Indian Overseas Bank

• Spencer & Company Limited

• Tamilnadu Newsprint & Papers Limited

• Coromandel Engineering Company Limited

• Carborundum Universal Limited

• Spel Semiconductor Limited

• LEL Properties India Limited

• Premier Energy and Infrastructure Limited

• BGR Energy Systems Limited

• Thiru Arooran Sugars Limited

• Penta Media Graphics Limited

APPROVALS

• Preparation of various Documents and obtaining Central Government Approval under the

following Sections of the Companies Act, 1956 / 2013

• Section 269 / 197 - Appointment of Managing or Whole time Director

• Preparation of various documents and obtaining approval of Regional Director under the

following Sections of the Companies Act, 2013

• Rectification of name of company

• Condonation of delay

• Shifting of Registered Office from one State to another – handled more than 40 companies

and appeared before all the Regional Benches of the Regional Director & Company Law

Board throughout India.

APPEARANCE BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

• Preparation of various documents and appearing before the National Company

Law Tribunal in respect of the following

• Compounding of offences under the Companies Act, 2013 and 1956.

• Compounding of offences under the FEMA,1999.

• Other matters under the Companies Act, 2013.

LISTING, EN-LISTING & DE-LISTING COMPLIANCES

Advising Client companies on various matters of compliance under SEBI laws, Takeover Code,

SEBI Listing Regulations, etc

Certification under various Clauses of SEBI Listing Regulations

Preparation of documents, liaising with Stock Exchanges and arranging for Delisting of shares

from Stock Exchanges for various Companies viz., Spencer & Company Ltd, Pentamedia

Graphics Ltd, Pentasoft Technologies Ltd, Caplin Point Laboratories Ltd, etc

Preferential allotment of shares and subsequent arrangement for listing of shares

Drafting Scheme of Merger, documentation, Companies Act compliance, Listing Compliance,

SEBI Take over Code compliance, obtaining approval of stock exchanges and High Court for

amalgamation of companies.

MERGERS AND AMALGAMATIONS

Merger and amalgamation of Companies, handling right from documentation till High Court/NCLT

approval for more than 60 companies.

Some of the cases handled by us:

• TIDC India Limited with Tube Investments of India Limited

• Ambadi Trading Company Limited with Ambadi Enterprises Limited

• Santhanalakshmi Investments Limited with EID-Parry( India) Limited

• Henkel Spic (India) Limited with Henkel India Limited

• Kulasekharam Investments with Parry Nutraceuticals Limited

• New Ambadi Investments Private Ltd with New Ambadi Estates Private Ltd.

• Coromandel Holdings and Minerals Limited with Coromandel Engineering Company Limited.

• Sify Communications Limited with Sify Technologies Limited

• Prodorite Anticorosives Private Limited with Carborundum Universal Limited

• Vetri Software India Private Limited with Lason India Private Limited (HOV Services Group)

• Placon India Private Limited with Polutech Limited

• Scheme of Arrangement for Claro India Limited

• Scheme of Capital Reduction – Cholamandalam Factoring Limited.

• Scheme of Capital Reduction – Sify Technologies Limited

• Scheme of Demerger – API Ltd.

• Scheme of Demerger – Aspire Systems (India ) Private Limited

• Scheme of Capital Reduction – Cholamandalam DBS Finance Limited

• Scheme of Reduction – API Ltd.

• Merger of Golden Saturn Shipping Pvt Ltd and Transvision Logistics Pvt Ltd and W W Shipping &• Forwarding Pvt Ltd With Worldwide Communications Pvt Ltd.

• Scheme of Arrangement - Macmillan - ICC Publishing Solutions (Private) Ltd and Charon Tec. Ltd with• Macmillan India Ltd

• Merger of Malind Laboratories Pvt Ltd with Caplin Point Laboratories Ltd.

• Merger of C.R. Finance & Securities Private Limited with IFCI Financial Services Limited

• Merger of Pentasoft Technologies Ltd with Pentamedia Graphics Ltd.

• Merger of Claro India Ltd with Kothari Phytochemicals & Industries Ltd.

• Merger of Coralgrid Software & Coralgrid Technologies Pvt Ltd with Tripe Point Technology (India)• Pvt Ltd

• Merger of Premdurai Spinning Mills Pvt Ltd with Premdurai Exports Pvt Ltd

• Merger of Parry Murray & Company Furnishings & Floor Coverings (India) Private Ltd with Ambadi• Enterprises Limited

• Scheme of Demerger – Parry Agro Industries Ltd & Parry Estates Ltd

• Scheme of Demerger – New Ambadi Estates Pvt Ltd & New Ambadi Investments & Enterprises Pvt Ltd

• Scheme of Merger – Melss Automation Ltd with Mel Systems & Services Ltd

Few coordination work done w.r.t Merger,De-merger etc.

• Titanium Equipment and Anode Manufacturing company Ltd and TeamUPD Ltd with Teamco Hitech Engineering Ltd.

• Newgen Imaging Systems Pvt Ltd with Newgen Knowledge Works Pvt Ltd

• J & B Software India Private Limited with M/s. 3i Infotech Limited

• Shapoorji Pallonji Power Projects Private Limited with Samalpatti PowerCompany Private Limited

SHIFTING OF REGISTERED OFFICE

• Apex Advanced Technology Pvt Ltd (AP to Gujarat)

• Sai Seva Business Solutions Pvt Ltd (AP To TN)

• Malind Laboratories Pvt Ltd (HP to TN)

• Lason India Pvt Ltd (TN to Maharashtra)

• SEPR Refractories India Ltd (Kerala to Maharashtra)

• Vijay Television Pvt Ltd (TN to Maharashtra)

• Prediktiva Technologies Pvt Ltd

• MPS Ltd. (TN to NCT Delhi)

• Liberty Pesticides and Fertilizers Limited (RJ to TG)

…. And many more

Follow up done with regard to shifting of registered office:

E-Billing Solutions Pvt ltd (AP to Maharashtra)

Metroof India Pvt Ltd (TN to Gujarat)

Tristar Oceanic Services Pvt Ltd

Cyberhills Developers Private Limited (AP to Territory of Delhi)

Manakin Resorts Private Limited (TN to Territory of Delhi)

Visa Processing Services (India) Pvt Ltd (TN to Maharashtra)

Ponds Exports Limited (TN to Maharashtra)

AUDITS

•Secretarial Audit under CA, 2013

• Corporate Governance Audit

• Annual Return Audit under CA, 2013

• Due Diligence Audit of Companies

• Share Capital Audit for issuing certificate under SEBI Listing Regulations

• Share Transfer Audit under SEBI

• Internal Audit of RTA as per SEBI

• Insurance Audit

• Labour Audit

• Diligence Audit of Banks

• Annual Secretarial Compliance Report under LODR

GENERAL • Operational needs and Registrations

• Opinions & Certifications

• Documentation for Acquisition and funding

• Formation of new Companies

• Winding up of Companies and Closure of Companies

• Depository Certification

• Conversion of Public Limited Company into Private Limited company and vice-versa

• Extension of time for holding the AGM

• Extension of Accounting year

• Name change

• Objects change of private and unlisted public companies

• Search at the Registrar of Companies and submission of Report

• Other secretarial related matters

• Incorporation of Section 8 Company

• Joint Venture Agreements

OTHER SPECIAL ASSIGNMENTS HANDLED

• Due Diligence Audit of Alcaste India Limited

• Insurance Audit of Cholamandalam MS General Insurance CompanyLimited

• Diligence Audit (RBI) of Cholamandalam Investment and financecompany limited

• Diligence Audit (RBI) of Carborundum Universal Limited

• Buyback of Securities

RETAINERSHIP SERVICES

• Company Law

• SEBI Rules & Regulations

• IPO, Stock Option Plans

• Foreign Exchange Management Act

• Foreign Direct Investment

• Maintenance of Statutory Registers & Records

• Compliance Calendar – Listing Regulations, Board meetings,General Meetings, Minutes, Preparation of forms for filingwith ROC etc.

OTHER SERVICES

◦RBI Approvals

◦BSE / NSE Approvals

◦XBRL Filings

◦Cost XBRL Filings

OUR CLIENTELE

Retainer Companies• Ambadi Enterprises Limited

• Coromandel Engineering Company Limited (LISTED)

• Murugappa Organo Water Solutions Private Limited

• Mayajaal Entertainment Limited

• MPS Limited (LISTED)

• Parry Enterprises India Limited

• Parry Agro Industries Limited

• New Ambadi Estates Private Limited

• Grundfos Pumps India Private Limited

• CPR Kemproducts India Private Limited

• Murugappa Management Services Limited

• Murugappa Organo Water Solutions Private Limited

• Essee Metal Containers Private Limited

• Vivardhana Microfinance Limited (NBFC)

• Sai Seva Business Solutions Private Limited

• Seven Seas Engineering Private Limited

• VGP Limited and its group of 14 cos.

• Prasad Productions Pvt Ltd

• Source HOV India Private Limited

• Alankar Shipping Company Private Limited

• Ratha Worldwide Leathers Private Limited

• Premier Energy & Infrastructure Limited (LISTED) & its groupcompanies

• Murugappa Educational & Medical Foundation (Sec.25 Co.)

• A M M Medical Foundation (Sec.25 Co.)

• M M Muthiah Research Foundation (Sec.25 co.)

• A M M Vellayan & Sons Pvt Ltd

• M M Muthiah Sons Pvt Ltd

• Gen four properties Pvt Ltdand many more……………

OTHER CLIENTELE• Tamil Nadu Newsprint and Papers Limited

• Cholamandalam Investment and Finance Company Limited.

• E.I.D- Parry (India) Limited

• Tube Investments of India Limited

• Carborundum Universal Limited

• Cholamandalam MS General Insurance Company Limited

• Cholamandalam MS Risk Services Limited

• Kartik Investments Trust Limited

• Ciria India Limited

• Chola Insurance Services Private Limited

• Tuticorin Alkali & Chemicals Limited

• JK Fenner India Limited and Group

• Amara Raja Batteries Limited and Group

AGM ACTIVITIES

• Murugappa Group

• Indian Overseas Bank

• BGR Energy Systems Ltd

• Tamil Nadu Newsprint &

Papers Limited

• Claro India Limited

• Premier Energy & Infrastructure

Limited & its group

• Spencer & Co. Limited

• Parry Agro Industries Limited

• MPS Limited

SECRETARIAL AUDIT

• Cholamandalam Investment & Finance Company Limited

• Carborundum Universal Limited & group cos.

• Cholamandalam MS General Insurance Co. Limited

• EID Parry (India) Limited

• Coromandel Engineering Company Limited

• Tube investments of India Limited

• Cholamandalam Financial Holdings Limited

• Parry Agro Industries Limited

• Parry Enterprises Limited

• Tamilnadu Newsprint & Papers Limited

• JK Fenner India Ltd & Group

• MPS interactive systems Limited

• Amararaja Batteries Limited

• Hinduja Tech Limited

• Indian Overseas Bank

• MPS Limited

•Wendt (India) Limited

•Parry Sugars Refinery India Limited

•Coromandel Engineering Company Limited

•Shanthi Gears Limited

• Kartik Investments Trust Ltd

Carborundum

Universal

Limited

E.I.D - Parry

(India)

Limited

Ashok

Leyland

Limited

Coromandel

Engineering

Company

Limited

Amara

Raja

Batteries

Limited

CORPORATEGOVERNANCEAUDIT

Shriram EPC

Limited

Premier

Energy and

Infrastructure

Limited

Parry

Enterprises

India Limited

Contd..

LIMITED LIABILITY PARTNERSHIPS

• Reservation of Name of LLP

• Processing of DIN / DSC for Designated Partners

• Processing incorporation documents and forms

• Drafting of LLP Agreement

• Conversion to LLP

LIBRARY

• Books worth Rs.15 lakhs

• All recent collections on Corporate Laws inclusive of CDs.

• SEBI and other related Laws

• FEMA collections, books, journals and regular updates.

• Income Tax Laws

• RBI Act and NBFC Regulations

• Labour and Industrial Laws

• Insurance Law Manual

• All ICSI Publications, seminar backgrounders, materials and journals till date.

• SEBI and Corporate Law updates.

• Chartered Secretary published by ICSI for more than 2 decades.

and many more..

• Guidance Notes on postal ballot• Notices of General Meetings of various Companies• Directors’ report and corporate governance reports of

Various live companies• News Paper cuttings in Bound volumes as specimens• Annual reports of various companies• Chartered Secretary Journal Bound – last fifteen years• Chartered Secretary – CD• SEBI & Corporate Laws updates• Memorandum and Articles Bound Volumes pertaining to

various Industries.

OTHER COLLECTIONS

WHY RSA? RSA has nurtured 85 Company Secretaries who servevarious Companies as respected professionals. RSAhas fostered the profession of Company Secretaries inrecognition of its importance to companies. RSArigorously ensures on-time compliances for the clients.The firm has been established to provide on-going orad hoc advice on all kinds of matters to both largeand small companies. We believe we are in a positionto offer prompt and effective consultancy services toour clients and have a creative and positiveapproach towards solutions to problems as they arise.Time, quality and cost, being a critical factor in allprojects, our firm has been frequently appreciated forquick turn around on complex matters at acompetitive cost.

RSA firmly believes in the following as its core values:Integrity, Commitment, Dedication, Client Satisfaction,Innovation and Intellect differentiate from otherprofessionals. RSA’s key focus is on understanding,developing and maintaining a measurable clientsatisfaction, where each of RSA’s associates deliverexcellent service today, tomorrow and always…

R. SRIDHARAN & ASSOCIATESCompany Secretaries

Chennai

Thank you