R. SRIDHARAN & ASSOCIATES COMPANY SECRETARIES 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 Company Secretaries of (ICSI), the national statutory body governing the profession of Company 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, R.Sridharan & Associates is a leading was started in the year October 1999, under the professional firm providing expert services proprietorship of Mr. R. Sridharan, Central Council to corporates in the field of Corporate Law, Member of the Institute of Company Secretaries of Corporate Restructuring, Securities Law, India. A Fellow Member of the Institute of Company FEMA, FDI and Advisory services. It has a Secretaries of India, Mr. R. Sridharan is a renowned well balanced professional team that expert in the field of Company Law and SEBI related comprises of an expert team of Advocates, matters with vast experience gained while he was in Company secretaries and Managers to employment as well as a practising professional. handle every type of assignment, however Mr. R Sridharan has made rich contribution to the challenging it may be. Supplementing the growth of the profession of Company Secretaries in manpower are the CS Final candidates, India through active participation in the Regional secretarial trainees and assistants, Council as a Member as well as the President of the contributing to the achievement of client apex body for Company Secretaries viz., the satisfaction in addition to compliance with Institute of Company Secretaries of India in 2014. requirement of law. Currently, he is a Member of the Peer Review Board governed by ICSI for the year 2020-2021. 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: [email protected] [email protected] Website: www.aryes.in TEAM

R.Sridharan, B.com, FCS Proprietor

K.Satheesh, B.Com, MBA Senior Manager (Secretarial & Compliance) SrinidhiSridharan, B.Com, ACS Company Secretary

G.Subramania B Dhanaraj, m, Associates LLB ACS, LLB Advocate Company Secretary

R.Swaminathan, B.Com,CA, CMA,CS,FICS,LIFA,CAIIB Chartered Accountant Secretarial Team

Shazia Shabnam - B.Com,CS J.Soundarya - B.Com , CS, CMA(Inter) M.Sc (Mathematics), CS K.S.Meghala - B.Com, CA(Inter), CS(Executive) G.Yathish - B.Com M.Sournalakshmi - B.Com D.Yogeetha - B.Com K.Alagu Sundaram - B.Com N.Nithya - B.Com S.R.Anitha Sri - B.com NETWORK OF PROFESSIONALS ACROSS ALL REGIONS

Northern Region – New Delhi

Southern Region - All over Tamilnadu, &

Eastern Region - Kolkata

Western Region - Mumbai

AREAS OF SPECIALISATION

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

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

• Planning strategies for Mergers / amalgamation / takeover/ re-construction / re-organization / re- structuring and drafting scheme of amalgamations and mergers

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

• Buy-back of shares

• Advisors and consultants for issue of shares and other securities

• 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 / 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 Approved by Ministry of Signature Corporate Affairs to act as Certificates for Certified Filing Centre (CFC) MCA21 & IT Filings 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

Acted as Scrutinizer for more than 100 Postal ballots for leading listed • Tamilnadu Newsprint & Papers Limited Companies, Bank to • Coromandel name a few Company Corporate Limited Services • E.I.D Parry (India) • Carborundum Limited Universal Limited • Spel Semiconductor • MPS Limited Limited • Shriram EPC Limited • LEL Properties India • Tube Investments of Limited India Limited • Premier Energy and • Cholamandalam Infrastructure Limited Investment and Finance • BGR Energy Systems Company Limited Limited • • Thiru Arooran Sugars • Spencer & Company Limited 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 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 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 Team UPD 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 Power Company 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 Company Limited

• Diligence Audit (RBI) of Cholamandalam Investment and finance company 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 filing with 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 • 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 group companies • 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 Ltd and many more…………… OTHER CLIENTELE • 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

• • Premier Energy & Infrastructure Limited & its group • Indian Overseas Bank • Spencer & Co. Limited • BGR Energy Systems Ltd • Parry Agro Industries Limited • Tamil Nadu Newsprint & Papers Limited • MPS Limited

• Claro India 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 • Hinduja Tech Limited

• Amararaja Batteries Limited

• Indian Overseas Bank

• JK Fenner India Ltd & Group

• MPS Limited

• MPS interactive systems Limited •Coromandel Engineering Company Limited

•Shanthi Gears Limited

•Parry Sugars Refinery India Limited

• Kartik Investments Trust Ltd

•Wendt (India) Limited CORPORATE GOVERNANCE AUDIT

Coromandel Amara Carborundum E.I.D - Parry Ashok Engineering Raja Universal (India) Leyland Company Batteries Limited Limited Limited Limited Limited Contd..

Premier Parry Shriram EPC Energy and Enterprises Limited Infrastructure India Limited Limited 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.. OTHER COLLECTIONS

• 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. WHY RSA? RSA has nurtured 85 Company Secretaries who serve various Companies as respected professionals. RSA has fostered the profession of Company Secretaries in recognition of its importance to companies. RSA rigorously ensures on-time compliances for the clients. The firm has been established to provide on-going or ad hoc advice on all kinds of matters to both large and small companies. We believe we are in a position to offer prompt and effective consultancy services to our clients and have a creative and positive approach towards solutions to problems as they arise. Time, quality and cost, being a critical factor in all projects, our firm has been frequently appreciated for quick turn around on complex matters at a competitive cost. RSA firmly believes in the following as its core values: Integrity, Commitment, Dedication, Client Satisfaction, Innovation and Intellect differentiate from other professionals. RSA’s key focus is on understanding, developing and maintaining a measurable client satisfaction, where each of RSA’s associates deliver excellent service today, tomorrow and always… R. SRIDHARAN & ASSOCIATES Company Secretaries Chennai

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