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Affluence

India’s regulators are recognising that appropriate measures in relation to related party transactions are crucial for good governance, and are improving safeguards and disclosures pertaining to them. Significant corporate frauds have happened connected to RPTs or similar arrangements, such as the Satyam scandal, Enron fiasco and WorldCom debacle, to name a few.

In India, RPTs assume even more significance due to the nature of Indian business houses, which are primarily promoter-led and consist of family business structures. If you consider the complexities involved in identifying the related party transactions and conflict of interest issues, certainly, digitization will come to the rescue of Company Secretaries.

The regulators has imposed restrictions for related party transactions for empowering protection to the minority shareholders’ interests through requirement of the approval of the shareholders through a resolution for all material related party transactions, wherein all the related party of the company refrain from voting.

*We will share note on RPT Transaction covering Income Tax Act provisions and Accounting Standards in Series 2.

Definition of Related Party:

As per Companies Act [Section 2(76)]

As per SEBI LODR [Regulation 2 (zb)]

(i) a director or his relative;

(ii) a key managerial personnel or his relative;

(iii) a firm, in which a director, manager or his relative is a partner;

(iv) a private company in which a director or manager or his relative is a member or director;

(v) a public company in which a director or manager is a director or and holds along with his relatives, more than two per cent of its paid-up share capital;

(vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

(vii) any person on whose advice, directions or instructions a director or manager is accustomed to act:

Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

(viii) any body corporate which is—

(A) a holding, subsidiary or an associate company of such company;

(B) a subsidiary of a holding company to which it is also a subsidiary; or

(C) an investing company or the venturer of a company (means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate);

 “Related party” as

(i)related parties defined under section 2(76) of the Companies Act, 2013 or

(ii) under the applicable accounting standards.

(iii) LODR Regulation further deems any person or entity belonging to the promoter or promoter group of the listed entity and

(iv) holding 20% or more of the shareholding of the listed entity, to be a related party.

Definition of Related Party transactions (RPT):

As per Companies Act [Section 2(76)]

As per SEBI LODR [Regulation 2 (zc)

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services or property;

(f) such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and

(g) underwriting the subscription of any securities or derivatives thereof, of the company:

RPT as any transfer of resources, services or obligations between a listed entity and a related party regardless of whether a price is charged or not and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions

All Companies are required to comply with Section 188 of the Companies Act, 2013 (the Act) which specifically deals with Related Party Transactions including Section 166 (Duties of Directors), 173 (Meetings of Board), 177 (Audit Committee), and 184 (Disclosure of Interest by Directors).
The 2013 Act puts significant emphasis on:

  • Self-regulation with disclosures/ transparency instead of ‘Government Approval’ based regime
  • e-Governance and Corporate Governance measures – Accounting and reporting considerations &
  • Stricter enforcement to investigate, adjudicate and penalize.

Section 188 is applicable to both private as well as public companies and is applicable with effect from 01.04.2014

The provisions of Sec 188 will not be applicable in case of transactions entered into by the company in its ordinary course of business, which are on arm’s length basis.
*“Arm’s length transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

Provisions in respect of RPT’s where a company cannot enter into any contract or arrangement with a related party except with the prior approval of Board or Shareholders as the case may be with respect to following transactions:

Related Party Transactions u/s 188 which requires prior approval of the Board of Directors

Limits of Transactions exceeding which approval from the shareholders is required

Sale, purchase, or supply of any goods or material, directly or through the appointment of any agent*

10% or more of the turnover of the Company

Selling or otherwise disposing of or buying property of any kind, directly or through the appointment of agent*

10% or more of the Net Worth of the Company

Leasing of property of any kind*

10% or more of the turnover   of the Company

Availing or rendering of any services, directly or through the appointment of agent*

10% or more of the turnover of the Company

Such related party’s appointment  to any office or place of profit in the Company, its subsidiary or associate  Company 

at a monthly remuneration exceeding Rs. 2,50,000/-

Underwriting the subscription of any securities or derivatives thereof, of the company

1% of the net worth of the Company

  • All the above limits are to be taken on all transactions done on a financial year basis and the turnover or net worth shall be taken on the basis of the Audited Financial Statement of the preceding financial year;
  • Related Party to abstain from voting on such special resolution approving any contract or arrangement which may be entered into by the company in which he is an interested party thereto;
  • In case of WOS, Special resolution passed by the Holding Company is sufficient.

Companies may for convenience take omnibus approval for certain RPT’s from the Audit Committee:
For taking such omnibus approval, there are Specified Criteria that the Audit Committee shall consider and satisfy itself before giving such approval as follows:
a) Maximum value of transactions, in aggregate, which can be allowed under the omnibus route in a year;
b) Maximum value per transaction which can be allowed;
c) Extent and manner of disclosures to be made to the audit committee at the time of seeking omnibus approval;
d) Review of related party transactions entered into by the company pursuant to each of the omnibus approval. The intervals at which such review is to be done can be decided by the audit committee;
e) Transactions which cannot be entered into subject to omnibus approval by the audit committee.
and that such Omnibus approval shall be applicable in respect of transactions which are repetitive in nature;
f) The audit committee shall satisfy itself regarding the need for such omnibus approval and that such approval is in the interest of the Company;
g) the omnibus approval shall specify: The name(s) of the related party, Nature of transaction, Period of transaction, Maximum amount of transactions that shall be entered into, The indicative base price / current contracted price and The formula for variation in the price if any; and Such other conditions as the audit committee may deems fit.
Note: Approval of Omnibus transaction without fulfilling the above criteria: Where the need for related party transaction cannot be foreseen and required details are not available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding Rupees One Crore per Transaction.

Duty of Audit Committee:
The audit committee shall review (at such interval as the Audit Committee may deem fit) the details of RPT’s entered into by the Company pursuant to each of the omnibus approvals given.

Terms of Omnibus Approval: Omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.

Note: Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.

Disclosures Requirements:

  • The Notice of Board Meeting proposing such RPT shall disclose all the information in respect to such transaction. Also, disclosures to be made in the explanatory statement to be annexed to notice of general meeting.
  •  The interested director or member who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into shall disclose such interest in the Board or General meeting as the case may be.
  •  Company to make disclosure of such RPT’s as applicable in Form AOC-2 to be annexed to the Board’s Report.
  •  Company to maintain records of such RPT’s in Register of Contracts or arrangements in which directors are interested.

Listed Companies to comply with Regulation 23 of SEBI (LODR) Regulation, 2015:

Regulation 23(1)

Formulate a policy on materiality of related party transactions and on dealing with related party transactions including clear threshold limits duly approved by the BOD and such policy shall be reviewed by the BOD at least once every 3 years and updated accordingly

Provided that,

-> PT’s will be considered material if the transactions to be entered into individually or collectively during a financial year exceeds 1000 crores or 10 percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity

Regulation 23(1A)

where a transaction involves payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 5 percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity

 

Regulation 23(2)

All RPT’s & subsequent modifications shall require prior approval of the Audit Committee of the listed entity

Provided that,

-> Such approval must be from independent directors who are members of such Audit Committee of the listed Entity &

i. Such material modification must be defined and disclose it as part of policy on materiality of RPT’s & on dealing with RPT’s

ii. where RPT to which subsidiary of listed entity is party but listed entity is not a party, it shall require prior approval of Audit Committee of listed entity if value of such transaction exceeds 10% of Annual consolidated turnover, as per last audited FS of listed entity

iii. W.e.f, 1st April, 2023 where RPT to which subsidiary of listed entity is party but listed entity is not a party, it shall require prior approval of Audit Committee of listed entity if value of such transaction exceeds 10% of Annual standalone turnover, as per last audited FS of subsidiary Co.

iv. prior approval of Audit Committee of listed entity shall not be required where RPT to which listed subsidiary is a party but listed entity is not a party, if reg 23 and 15(2) are applicable to such listed subsidiary.

Regulation 23 (3)

Audit Committee may grant omnibus approval for RPT’s proposed to be entered into by the listed entity subject to the following conditions:

a)It shall lay down criteria for granting the omnibus approval in line with the policy on RPT of the listed entity and such approval shall be applicable in respect of transactions which are repetitive in nature;

b) It shall satisfy itself regarding the need for such omnibus approval and that such approval is in the interest of the listed entity;

c) It shall specify the name of related party, nature, period and maximum amount of transactions entered, indicative base price / current contracted price and the formula for variation in the price if any &  such other conditions as the audit committee may deem fit

d) the audit committee shall review, atleast on a quarterly basis the details of RPT’s entered into by listed entity pursuant to each of the omnibus approvals given.

e) Such omnibus approvals shall be valid for a period not exceeding 1 year and shall require fresh approvals after the expiry of 1 year.

Provided that,

->where the need for RPT cannot be foreseen and aforesaid details are not available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding rupees 1 crore per transaction.

Regulation 23(4)

All material RPT’s and subsequent modifications as defined by Audit Committee under sub-regulation (2), shall require prior approval of the shareholders through resolution & no related party shall vote irrespective that the entity is a related party to the particular transaction or not

->Provided that, prior approval of the shareholders of a listed entity shall not be required for a RPT to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and 15 (2) of these regulations are applicable to such listed subsidiary.

* For RPT’s of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders of the listed subsidiary shall suffice

->Provided further that the requirements specified under this sub-regulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.

Regulation 23(5)

The provisions of sub-regulations (2), (3) and (4) shall not be applicable in the following cases:

 

(a) transactions entered into between two government companies;

 

(b) transactions entered into between a holding company and its WOS whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

 

(c) transactions entered into between two WOS of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval

 

Regulation 23(6)

The provisions of this regulation shall be applicable to all prospective transactions

 

Regulation 23(7)

For the purpose of this regulation, all entities falling under the definition of related parties shall not vote to approve the relevant transaction irrespective of whether the entity is a party to the particular transaction or not.

 

Regulation 23(8)

All existing material related party contracts or arrangements entered into prior to the date of notification of these regulations and which may continue beyond such date shall be placed for approval of the shareholders in the first General Meeting subsequent to notification of these regulations.

 

Regulation 23(9)

The listed entity shall submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time, and publish the same on its website:

->Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its standalone financial results for the half year; 

->Provided further that the listed entity shall make such disclosures every 6 months within 15 days from the date of publication of its standalone and consolidated financial results; 

->Provided further that the listed entity shall make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results w.ef, April 1, 2023.

SEBI has provided clarifications vide its notification dated 9th November, 2021 pertaining to Related Party and RPT’s.

Where Company has approved the RPT by Audit Committee and Shareholders prior to 1st April, 2022, it will not be required to obtain fresh approval from the Shareholders. But where such approval continues beyond such date and becomes material as per revised materiality threshold then it shall be placed for approval at the first General Meeting to be held after 1st April, 2022

Disclosure:

  • Details of all material Related Party Transactions to be disclosed quarterly along with the compliance report on corporate governance
  • Policy on dealing with Related Party Transactions to be disclosed on the Company’s website and Annual Report

Working Group (WG) Recommendations on RPT:

With an aim to review and strengthen the regulatory norms pertaining to RPTs, undertaken by listed entities in India, SEBI constituted a Working Group in November 2019 comprising members from the Primary Market Advisory Committee (PMAC), including persons from the Industry, Intermediaries, Proxy Advisors, Stock Exchanges, Lawyers, Professional bodies, etc.

The proposed Recommendations of WG is as follows:

1. Definition of Related Party widened:

All persons or entities belonging to the ‘promoter’ or ‘promoter group’ irrespective of their shareholding in the listed entity, should be deemed to be related parties;

Current Provision in the LODR

 

Proposed Changes

2(zb) “related party” means a related party     as  defined  under     sub-section (76)  of  section     2  of  the  Companies Act,  2013  or     under  the  applicable accounting standards:

Provided  that     any  person  or     entity belonging to the promoter or promoter group  of     the  listed  entity     and  holding 20%  or     more  of  shareholding  in     the listed  entity  shall     be  deemed  to     be  a related party.

Provided  further     that  this  definition shall  not     be  applicable  for     the  units issued  by     mutual  funds  which     are listed     on     a        recognised     stock exchange(s)

2(zb) “related party” means a related party as      defined   under   sub-section   (76)      of section  2  of     the  Companies  Act,     2013  or under the applicable accounting standards:

Provided that: 

(i)any     person  or  entity     belonging  to  the promoter  or     promoter  group  of     the  listed entity and    holding    20%       or    more    of     shareholding  in  the     listed entity shall be deemed to be a related party; or

(ii)any  person     or  any  entity,     directly  or indirectly  (including     with  their  relatives),holding   20%      or   more   of the   equity shareholding in the listed entity, shall be deemed to be a related party.

Provided     further  that     this  definition  shall not     be  applicable  for     the  units issued by mutual   funds      which   are   listed      on   a recognised stock exchange(s)

Current Provision in the LODR

 

Proposed Changes

2(zb) “related party” means a related party     as  defined  under     sub-section (76)  of  section     2  of  the  Companies Act,  2013  or     under  the  applicable accounting standards:

Provided  that     any  person  or     entity belonging to the promoter or promoter group  of     the  listed  entity     and  holding 20%  or more  of  shareholding  in     the listed  entity shall     be  deemed  to     be  a related party.

Provided  further     that  this  definition shall not     be  applicable  for     the  units issued by    mutual  funds  which     are listed     on     a        recognised     stock exchange(s)

2(zb) “related party” means a related party as      defined   under   sub-section   (76)      of section  2  of     the  Companies  Act,     2013  or under the applicable accounting standards:

Provided that: 

(i)any     person  or  entity     belonging  to  the promoter  or     promoter  group  of     the  listed entity and    holding    20%       or    more    of     shareholding  in  the     listed entity shall be deemed to be a related party; or

(ii)any  person     or  any  entity,     directly  or indirectly  (including     with  their  relatives),holding   20%      or   more   of the   equity shareholding in the listed entity, shall be deemed to be a related party.

Provided     further  that     this  definition  shall not     be  applicable  for     the  units issued by mutual   funds      which   are   listed      on   a recognised stock exchange(s)

2. Definition of RPTs covers combination of transactions:

RPT Means transaction between:

Date on which it becomes effective

a. Listed Entity and Related party of listed entity;

b. Subsidiary and Related party of listed entity;

c. Listed Entity and Related party of Subsidiary &

d. Subsidiary and Related party of Subsidiary

  

 

W.e.f, 01st April, 2022

a to d;

e. Listed entity and any other person/entity, purpose and effect of which is to benefit a RP of the listed entity/subsidiary &

f. Subsidiary and any other person/entity, purpose and effect of which is to benefit a RP of the listed entity/subsidiary

 

W.e.f, 01st April, 2023

WG recommends broadening definition of RPT’s to include transactions which are undertaken, whether directly or indirectly, with the intention of benefitting related parties & excluding certain corporate actions which, by their very nature treat all shareholders equally, such as payment of dividend, sub-division or consolidation of securities, buy-back, rights and bonus issue of securities. Further, corporate actions which are subject to procedures specifically laid down by SEBI in its other regulations, such as preferential allotment, should also fall outside the purview of RPTs.

3. Prior approval of shareholders for Material RPTs:

The WG had recommended quite stringent threshold for determination of a Material RPT:
Material RPT = transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds:
Rs.1,000 crore; or
5% of the annual total revenues on a consolidated basis; or
5% of total assets on a consolidated basis;
5% of net worth on a consolidated basis;
as per the last audited financial statements of the listed entity, whichever is lower.
However, SEBI has approved a comparatively simpler criteria i.e. Rs. 1000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower.

4. More RPTs will be subject to review by Audit Committee (AC):

Significant RPTs by subsidiaries undertaken with a related party other than the listed entity itself, will require prior approval of AC of the parent entity.

Significant RPT= Transactions Value whereof (whether entered into individually or taken together with previous transactions during a financial year) exceeds:

  • 10% of consolidated turnover of the listed entity;
  • 10% of the standalone turnover of the subsidiary (w.e.f, April 1, 2023).

Quantum of information to be placed before AC in terms of Schedule II has been increased multifold.
Further, all RPTs and subsequent material modifications, as defined by AC will require prior approval of AC.

5. Enhanced disclosure before AC for prior approval for RPTs:
As per the WG report, following enhanced disclosures were proposed:

a. Type, material terms, particulars of RPT, name of related party and relationship;
b. Tenure of proposed RPT – cannot be indefinite or open ended;
c. Value of proposed RPT – with upper limit and aggregate value and time period (in case of recurring or continuous transaction);
d. Value of proposed RPT vis-à-vis percentage of the listed entity’s annual total revenue, total assets and net worth, on consolidated basis;
e. Value of proposed RPT vis-à-vis percentage of the subsidiary’s annual total revenue on standalone basis;

In case of financial transactions, following to be disclosed:

a. disclosure of source of funds in connection with the proposed RPT;
b. nature of indebtedness, cost of funds, tenure;
c. applicable terms and purpose for which the funds will be utilized by the ultimate beneficiary
d. Justification how the RPT is in the interest of the listed entity;
e. Copy of Valuation report or other external report relied upon;
f. Percentage of counterparty’s annual total revenues, total assets and net worth, that is represented by the value of the proposed RPT (voluntary).
g. Status of long-term (more than one year) or recurring related party transactions on an annual basis.
One will have to ascertain the actual disclosures approved by SEBI once the amendment notification is issued.

6. Disclosure of RPTs under Reg. 23 (9):

Presently, the timeline is as under:
For equity listed entities: within 30 days from the date of publication of date of publication of its standalone and consolidated financial results for the half-year;
For HVDLE: along with the standalone financial results for the half-year (on ‘comply or explain’ basis till March 31, 2023).
SEBI has approved stricter timeline

W.e.f, April 1, 2022: Within 15 days from the date of publication of standalone/ consolidated financial results for the half-year.
W.e.f, April 1, 2023: Simultaneously along with the financials.

7. Reasoned disclosure in the explanatory statement:
As per WG Report following additional information will be required to be furnished in the explanatory statement annexed to notice being sent seeking approval for any proposed material RPT.
=> Summary of the information provided by the management of listed entity to the AC;
=> Recommendations of AC justifying how the RPT is in the interest of the listed entity and whether the approval of AC was unanimous;
=> In case of Financial transactions, following to be disclosed:

  • Disclosure of source of funds in connection with the proposed RPT;
  • Nature of indebtedness, cost of funds, tenure;
  • Applicable terms and purpose for which the funds will be utilized by the ultimate beneficiary;
  • Valuation report or external report, if any, relied upon by the listed entity (available at registered office for inspection);
  • % of counterparty’s annual total revenues, total assets and net worth, that is represented by the value of the proposed RPT (voluntary)

Consequences for Non-Compliance:

As per Companies Act, 2013

As per SEBI LODR, 2015

Company may proceed against a director / employee, who had entered into contract or arrangement in contravention of the provisions, for recovery of any loss sustained by it as a result of such contract or arrangement. 

• Such a director shall be disqualified for a period of 5 years.

 • In case of a listed company, such director / employee may be punishable with imprisonment for a term up to 1 year and/or with fine of `25,000 – `5,00,000. 

• In case of any other company, such director / employee may be punishable with fine of `25,000 – `5,00,000.

 

Non-compliance   with      disclosure   of   related      party transactions on consolidated basis. ₹ 5,000 per day.

 

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    Director stand in a fiduciary position with the Company and Director will be held liable if Director do not act diligently in discharging his/her duties.

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  • The team at Affluence Advisory Services played an important role in helping us draft various applications, including that for applying to the RBI for registration as an NBFC. Ably led by you, the team has a thorough understanding of regulations and procedures. Their approach is very professional, proactive and they respond promptly to all queries. Our entire experience during the above process was seamless and solution oriented. Due to this pleasant experience, we continued to seek the guidance for all subsequent engagements wrt secretarial and regulatory compliances as well.We thank you and your team for the continued support and good wishes. We are happy to recommend you to organisations/ individuals seeking guidance on regulatory/ secretarial/ corporate affairs matters.

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    Compliance officer, Autoriders International Ltd.
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    We particularly appreciate their ability to collaborate seamlessly with our internal teams and would recommend Affluence Advisory for exploring equity-based compensation strategies

    Jaidip Chatterjee
    (CHRO) Group Human Resources,RELIANCE
  • We met Affluence when they were advising Mumbai Oncocare  (our portfolio company) on their fund raise. During the course of this investment journey, we were exposed to the 360 degree approach that Affluence and CA Nimish Khakhar brought to the table which was not merely limited to due diligence and modelling but went way beyond in terms of regulatory compliances, MIS development, Finance and Account support, secretarial support and so on. We were extremely relieved and pleased with the post investment support that they continue to give to Mumbai Oncocare. We actively encourage our portfolio companies to evaluate Affluence’s service offerings and have already co-opted them with some of our other portfolio companies. Affluence does a great job of identifying gaps and help bridge the same with its committed and professional approach to the tasks that they undertake. I look forward to building on this partnership with Affluence.

    Mr. Vamesh Chovatia
    Partner, TATA CAPITAL Healthcare Fund
  • We are consulting Affluence Advisory for over 15 years for tax and compliance matters. We appreciate their competence and commitment to the engagements offered to them. Affluence’s simplified and solution-based approach is very unique and commendable. My personal best wishes to Team Affluence Advisory.

    Mr. K Ullas Kamath,
    Joint Managing Director, Jyothy Labs Ltd, Chairman – FICCI Karnataka State Council
  • We have worked with Affluence and Nimish,for well over 9 years from.From creating our companies, to handling them when they are at a multi billion dollar stage, we have found them taking care of each aspect with as much attention & perfection.
    I would go on to say, that they are one of the pillars and architects of our success and wish them the very best in everything.

    Mr. Siddharth Shah
    Co-founder, MD and CEO of Pharmeasy
  • We are incredibly grateful to Affluence and their team for their exceptional support in streamlining and helping us navigate the complexities of RBI and secretarial compliances. Their in-depth knowledge and clear guidance have not only made the process more understandable but also allowed us to stay fully compliant.
    What truly sets Affluence apart is their unwavering support, even during challenging times. Whether it’s responding promptly to urgent queries or providing proactive advice, they’ve always been there when we needed them most. Their professionalism, expertise, and dedication have been invaluable to us, and we look forward to continuing our successful partnership with them.
    Thank you, Affluence, for being a trusted and reliable partner in our growth!

    Pooja Jain
    AVP – Finance, Vivifi India Finance Private Limited
We are Professional

Our Team

People are our greatest asset and we believe in our people. Our multi disciplinary team would always go that extra mile to ensure that all the client deliverables are prepared within agreed time frame to technical standards and presentational quality. Our success is greatly dependent on quality and performance of our people.

  • CA Nimish Khakhar

    Nimish Khakhar

    He is a fellow member of the Institute of Chartered Accountants of India. He has over 23 years of experience in Transaction (M &A) and Transaction Support Services (Vendor and Buyer side Due Diligence). His Portfolio includes both Brick and Mortar and Modern Trade Businesses. He has played key roles in a few large M & A transactions and is also been actively involved in advising Unicorns since the commencement of operations.

  • CS S. N. Baheti

    S. N. Baheti

    He is an Associate Member of the Institute of Company Secretaries of India. He has 42 years of work experience in banking and financial services (including 34 years in IDBI group), with a diversified work profile having all-round exposure to activities of Development Financial Institutions, Infrastructure Debt Fund (NBFC), Mutual Funds, Commercial Banking, NBFC-HFC, and Company Boards including MD and CEO positions and Directorships in large corporates. Presently handling assignments as Insolvency Professional. He has played a key role as RBI representative in the resolution of one of the largest NBFC transaction.

  • CA Dwiresh Oza

    Dwiresh Oza

    He is having 27 years of extensive professional experience in Corporate Finance, Project Finance, Private Equity, Public/Rights Issues, Due Diligence, Corporate Debt Restructuring (CDR), ERP implementation, 50:50 International Joint Venture, Closely held as well as Listed Manufacturing Accounting, Statutory/Internal/Tax Audit and knowledge of IFRS. Have worked for more than 10 years in Infrastructure, viz. Ports and roads. Have demonstrated the ability to work across teams and with the senior management and Board of Directors in achieving various strategic initiatives on a time-bound and structured approach.

  • Subhamoy Chatterjee

    Subhamoy Chatterjee

    He has experience of over 21+ years in the Banking and Financial Services Industry. He has essayed leadership roles across key functions of market advisory, treasury, relationship management, and product strategy. He expertise extends to inorganic growth through acquisitions, strategy development, and technology integration. He's successfully managed Profit and Loss centers, implemented cost-saving measures, and contributed to organizations like ICICI Bank, Standard Chartered, and Thomson Reuters.

  • Tushar Trivedi

    Tushar Trivedi

    He is an Operation and Digital Transformation Consultant with 31+ years of experience in working with MNCs and large corporate clients in India and overseas like Oracle India, PwC, Citi Bank, Kotak Mahindra Bank, and NBAD. He has also been the recipient of prestigious awards from several institutions and publications.

  • CA Payal Gada

    Payal Gada

    She is a fellow member of the Institute of Chartered Accountants of India and has 18 years of post-qualification experience. She is a registered valuer with IBBI as Valuation Professional and for the last 8 years, she is working on financial modeling and fair value analysis across different industries for diverse purposes, including regulatory/compliance, investment, and financial reporting. Fair valuation across asset classes including but not limited to business valuation, intangible, ESOPs, convertible instruments, and other complex instruments.

  • CA Rashmi Dubey

    Rashmi Dubey

    She is an associate member of the Institute of Chartered Accountants of India. Over 6 years of post-qualification experience she has specialized in Risk Advisory. Her Risk Advisory experience includes internal audit, ICFR, designing of SOPs, corporate governance, enterprise risk management, internal audits.

  • CA Anand Shroff

    Anand Shroff

    He have experience of over 22+ years in Strategic Advisory and Corporate Finance. As a finance head, Anand has demonstrated the ability to work across functional teams and with the senior management and Board of Directors and achieved the organizational goals within a scheduled time through his structured approach. During his stint in the industry, Anand shouldered the responsibility of business expansion through M&A and raised capital through debts and equity. Anand has closely worked with the Promoters and took up the responsibility of execution of the entire project by coordinating with the multiple advisory agencies involved in the project. He carried this experience and assisted the Promoters with family offices set up and further advised the Promoters on domestic and overseas investments.

  • CA Hujefa Karjatwala

    Hujefa Karjatwala

    He is an associate member of the Institute of Chartered Accountants of India having experience of more than 12 years in profession. He specializes in Indirect Taxation & Internal audits. His area of interest includes Goods and Service Tax practice for SME clients and Internal audits.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. With Over 18 years of experience, he has expanded his advisory and compliance services for Private Equity, Venture Capital, Portfolio Companies Compliances, NBFC Registration & Compliance, Due Diligence, Mergers & Amalgamations, FDI & ODI Compliances, and ESOPs. He is also handle Client Relationships and provides guidance on FEMA / NBFC / Compounding / and other Corporate Laws related Matters.

  • CS Vinesh Mestry

    Vinesh Mestry

    He is an associated member of the Institute of Company Secretaries of India. His horizon for more than 7 years in the field of Corporate Law and adjudication-related matters before Regional Directors, NCLT. His LLB qualification gives an additional advantage in matters relating to Compounding, Mergers & Amalgamations before Regional Directors, NCLT & Other Regulatory Authorities.

  • CS Bhavesh Chheda

    Bhavesh Chheda

    He is an associate member of the Institute of Company Secretaries of India. He has experience of more than 10 years and specializes in the areas of Listing Compliance, SME & Mainboard IPO, Preferential Issues, Capital Structuring in Listed Companies, SEBI Intermediary Registration & Compliances, ESOP, Mergers & Amalgamations, Implementation of Resolution Plans after NCLT Approval, and other related matters. He also provides guidance and support to the compliance team in respect of Companies Act / RBI / FEMA / Corporate law.

  • CS Tanvi Shah

    Tanvi Shah

    She is an associate member of the Institute of Company Secretaries of India. Over 5 years of post-qualification experience, she focuses on Compliances of Companies Act/RBI/ and NBFC.

  • CS Raina Shah

    Raina Shah

    CS Raina R.Shah Corporate Governance & Compliance Specialist, with over Nine plus years of expertise in Company Secretary. She brings a strong foundation in corporate law and compliance, backed by a Bachelor of Legislative Law degree and membership with the Institute of Company Secretaries of India. Her professional focus spans Private Placement, Corporate Demergers, Foreign Acquisitions, Incorporation of International Entities, Debt Transactions, CSR, and Strategic Fundraising. Known for driving seamless corporate operations, she ensures rigorous due diligence and robust risk management, empowering organizations to grow responsibly and sustainably.

  • Chaital Vas
    Advocate & Solicitor

    Chaital Vas
    Advocate & Solicitor

    She is a member of the Bombay Incorporated Law Society (BILS). She is a seasoned corporate lawyer with over two decades of experience. She excels in corporate advisory matters, SEBI regulations, and has a rich expertise spanning industries like Banking, Real Estate, IT, and more. She is renowned for her skill in drafting legal documents and guiding clients through complex regulatory landscapes

  • Bhakti J. Thakker
    Advocate & Solicitor

    Bhakti J. Thakker
    Advocate & Solicitor

    She is a member of the Bombay Incorporated Law Society (BILS). She has handled Real Estate Transactions such as the sale of land/ flats, leave and license, leases and Wills, Testamentary Matters, and general corporate matters such as giving legal opinions including drafting the concerned relevant deeds and documents.

  • CS Atharva Kale

    Atharva Kale

    He is an Associate Member of the Institute of Company Secretaries of India (ICSI), with a legal background and a focused interest in corporate and securities law. With a fresh perspective and strong academic grounding, he is actively involved in matters relating to company law, NBFC regulations, and SEBI compliance.

  • CS Grishma Malvankar

    Grishma Malvankar

    She is a qualified Company Secretary with over one year of experience in corporate and compliance laws. She has worked on various matters including secretarial compliance, drafting, and corporate governance, with a strong focus on accuracy and attention to detail. She has been actively involved in key projects such as Employee Stock Option Plans (ESOPs) and fast-track mergers, demonstrating her ability to handle complex legal and regulatory processes.

  • CA Ambarish Sodha

    Ambarish Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. Over 43 years in direct tax litigation and tax advisory services, he appears before first and second appellate authorities. Over and above Profession, he is actively engaged in several social causes including promoting girls’ education in rural areas.

  • CA Payal Khakhar

    Payal Khakhar

    She is a fellow member of the Institute of Chartered Accountants of India. She has experience with over two decades. She heads indirect tax practice that covers regular GST compliances, GST reviews, and advisory services across different sectors.

  • CA Tejas Sodha

    Tejas Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. He handles Direct tax litigation and compliance for over 12 years and regularly appears before first and second appellate authorities. He advises NRI on direct tax and withholding tax matters. His involvement in complex tax structuring has been appreciated by the Clients.

  • CA Dipesh Sangoi

    Dipesh Sangoi

    He is a fellow member of the Institute of Chartered Accountants of India. He heads Assurance practice and handles listed as well as unlisted companies and MNCs over the last 15 years. He manages Statutory Audits, Bank Audits - Central Statutory and Branch Audits, and Certification work for obtaining Bank Finance and certificates required for Public Issues.

  • CA Payal Doshi

    Payal Doshi

    She is a member of the Institute of Chartered Accountants of India. Her 10 years of experience is channelized towards Statutory Audits of Listed as well as unlisted entities and Tax Audits and Certification work.

  • CA Viral Shah

    Viral Shah

    He is a member of the Institute of Chartered Accountants of India. He has experience of more than 7 years and he is involved in Statutory Audits of Listed as well as Unlisted entities and Tax Audits and Bank Audits.

  • CA Ritesh Jain

    Ritesh Jain

    He is a member of the Institute of Chartered Accountants of India. He is engaged in compliance and management support functions. His industry experience contributes significantly to his delivery.

  • CA Aakash Sarda

    Aakash Sarda

    He is a qualified Chartered Accountant having an experience of over 7 years in Indirect Taxation. He has worked with Deloitte in the Indirect Taxation team for over 5 years. He has handholded clients with Service Tax, VAT/CST, GST compliances, advisory, refunds, department audits, inquiries and investigations by intelligence wings of the department and litigation matters. He also holds experience in conducting Anti-Profiteering study. He has assisted in preparing a representation for Gems & Jewellery sector on GST concessions sought by them. Further, he holds experience with SEZ related matters such as setting up a unit in SEZ area, their monthly compliances and advising them on their business transactions. His experience also covers the examination of agreements and evaluates the GST impact of the transaction under consideration. He has provided various opinions through Memo/Notes on issues specific to clients business and industry wide issues. He has served clients like General Insurance, Internet Telecommunication, Information Technology, Hospitality sectors etc. among others.

  • Adv Dhruti Shah

    Dhruti Shah

    She is an attorney practising in taxation matters. She had represented clients before High Court, Debt Recovery Tribunals, City Civil Court and various other forums. She holds experience in handling GST advisory, compliances, returns, computation of tax & it's payment thereof and maintaining audit trials & reports for assistance with assessments. She has served clients in various sectors viz-a-viz Banking, Information Technology, Education, Gaming & Entertainment.