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Retainer Engagement Model for Corporate Secretarial Services

July 8, 2021

R&A Associates is a Professional Services firm rendering a wide spectrum of Corporate Secretarial Services. We aspire to provide quality services to our clients based on their entity structure, objective, future plans & business requirements.

We pioneer in managing compliances & delivering solutions to our clients through our unique engagement models and one such model is the Retainer Engagement Model.

Our Retainer Engagement Model is ideally suited to:

  • Private Limited Companies – Small & Medium scale business
  • Public Limited Companies
  • Private Equity & Institutionally Funded Companies
  • Section 8 Companies formed not-for-profit
  • Multi-National Companies having their subsidiaries in India
  • Start-ups raising money or wanting to raise money

Our Retainer Engagement Model for providing Corporate Secretarial services is our most popular service offering. In this model, we enter into an Annual contract with the client as per the specified scope of work and pre-determined commercials payable on fixed payment cycles either monthly/quarterly/half-yearly or annual basis.

As a practice, we include only the routine activities and exclude the non-routine activities which are one-off items from the Retainership engagement. This is done in order to not burden the client from a commercial standpoint. However, we are flexible on the inclusions and exclusions in the scope based on the specific needs and requirements of the clients.

As a part of our Retainer engagement, we not only provide Advisory services, but we also manage the end-to-end compliances of the Company thereby allowing our clients to be free from the burden of Compliances and concentrate on their core business.

The benefits of our Retainer Engagement Model are that:

  • We have a team of Subject Matter Experts (SMEs) to advise our clients from time to time
  • We take full accountability for the end to end compliances
  • We ensure that the client company is Diligence Ready at any given point in time.
  • We coordinate with multiple stakeholders be it Auditors, Regulators, Bankers, Share Transfer Agents, Depositary Participants, etc.,
  • We provide updates on the new amendments that are notified by the regulatory authorities from time to time

We enter into a formal Corporate Secretarial Retainer Engagement contract which typically covers the following:

  1. Pre-defined scope of work
  2. Periodic Reporting’s
  3. Working matrix and Commercial Terms
  4. Tools & Technology that we use

We have three levels to monitor the Compliances:

  • At the primary level, we have the Execution Team lead by a Team Lead managing the day to day compliance requirements
  • At the secondary level, we have a specific team that undertakes Compliance Monitoring who meet periodically to review and keep a tab on the compliance status
  • At the highest/Top-level, the Partner intervention takes place when there are critical issues/escalations

Scope of work under Retainer Engagement

We ensure compliances under the Companies Act 2013 (“Act”) & and Foreign Exchange Management Act (“FEMA”) Regulations of Reserve Bank of India (“RBI”) as applicable to the Company. ­The broad scope of work covers as under:

  • Advising the management of the Company on the applicable laws, including any developments/ amendments to the laws
  • Ensuring compliance relating to Board & General Meetings
  • Advisory and assistance on capital raising including issuance, allotment, and transfer of shares
  • Undertaking Event-based and Annual compliances
  • Undertaking the reporting’s to the regulator from time to time

Periodic Reporting

In order to keep the client aware of the Compliance activities, we share the following reports to the clients on a periodical basis.

1. Corporate Information (CI) – beginning of the Financial year:

We share a document called Corporate Information which has the details about the Company, Board of Directors, Shareholders, Changes in Board, Allotments, Transfers, Meetings - Board and Members, Charges, Filings, etc., on an annual basis.

2. Compliance Calendar (CC) – beginning of the Financial year:

The entire Compliance-related events specific to the Company and its due dates for the Financial year beginning April and ending March are listed out and shared with the client. We ensure that we set a calendar wherein we will plug in these event dates.

3. Ready Reckoner- beginning of the Financial year:

To ensure that the client is aware of the corporate actions that are permissible and non-permissible as per the Act, a Ready Reckoner prepared under applicable laws is circulated to the client at the beginning of the year.

4. Maintenance of Compliance Control Sheet

We also maintain a Compliance Control Sheet where we track the applicability of various provisions of the Companies Act to the company in specific, monitor the Corporate Actions, Book keeping and Filing status for each client.

Working Matrix & Commercial Terms

The working matrix specifies the following:

  • Name & contact coordinates of the Partner, Principal Associate & Team responsible for the execution and the details of Relationship Manager.
  • Escalation Mechanism
  • Mode of communication & working days

The team normally devotes the weekdays Monday to Friday for Execution & Client Servicing but the Saturdays are devoted to competency building and knowledge enhancement by way of internal sessions among the team.

The commercial terms of our Retainer engagement specify the Fees payable and the payment cycle - monthly/quarterly/half-yearly or annual basis. All the payments are subject to GST.

Tools & Technology used:

We have been trying to bring in more and newer technology solutions to manage compliances, thereby help our team improve their efficiency. By adapting to the new tools, we have been able to see immense benefits for ourselves and our clients.

Some of the tools that we use are:

  • Zoho Projects is a cloud-based Document Management Solution for storing Corporate Secretarial records of our clients. This allows our clients to have online access to the Secretarial Records 24/7.
  • CCH iFirm is a Practice Management solution that helps monitor workflow and better capacity planning. 
  • SAG Infotech is a Corporate Secretarial Automation tool that helps the generation of various e-Forms, Board & General Meeting documents, Maintenance of Registers and generation of various reports that may be required by the management.
  • Zoho Sign, a cloud-based digital signing service that lets us execute proposals quickly without the hassles of transporting paper documents while ensuring security and legality. It gives a completely seamless signing experience.

We have been deeply thinking about improving our service quality levels from a differentiator perspective and are taking steps in that direction.  We aim at rendering quality client services so that we can demonstrate the value that we add to our existing Retainer clients and also new clients we onboard. It is because of this approach of ours that most of our clients have been retained by us over the years and a number of Overseas Subsidiaries whom we helped set up their Business in India continue to engage us for ongoing compliance support.

R&A Associates was founded in 1996 as a Corporate Secretarial Services Firm and has significantly evolved over its long journey of 25 years. The firm is now ranked among the top few firms in India in the mid-segment category rendering Professional Services.

We render services under various Corporate Laws broadly covering:

  • Companies Act, 2013
  • Limited Liability Partnership Act, 2008
  • Foreign Exchange Management Act (FEMA),
  • Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
  • Non-Banking Finance Company
  • Bombay Stock Exchange (BSE) & National Stock Exchange (NSE) Listing Regulations
  • Depository Act, 1996
  • Securities Contracts (Regulation) Act, 1956.

Do visit our website www.rna-cs.com if you want to know more about us and write to [email protected] if you want to work with us.

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