×

CONSULT US

Learn More Services The Corporate & Financial Sector Our presence in Know About Our Team CA, CS, Corporate Lawyers & Others Our specialized team of Learn More About Us Client's Ever Changing Requirements One stop solution for

Integrity

Our essence is rooted in being honest and straight forward. We advise and advocate what we truly believe.

Wisdom

Our team and collective efforts allow free flow of information and knowledge from top to bottom and vice versa.

Togetherness

Teamwork is rooted in affluence DNA and we very much acknowledge the outcome of team work.

Confidentiality

We firmly believe that Confidentiality is the cornerstone of our Profession and strive to maintain it to the fullest possible extent.

Simplicity

We believe that the simplest solution is the best one.

Commitment

We understand only our profession and we are devoted to it. We are cent percent committed to the delivery of quality services to our clients.

About

Affluence

SEBI vide its Notification dated 17th January 2023 has notified the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

  1. In regulation 15, in sub-regulation (1A), Explanation (4) shall be omitted.
  1. In regulation 15, after sub-regulation (1A), the following sub-regulation shall be inserted, namely:

“(1B) Notwithstanding anything contained in this regulation, in case of an Infrastructure Investment Trust (“INVIT”) registered under the provisions of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 shall be applicable.”

  1. In regulation 15, after sub-regulation (1B), the following sub-regulation shall be inserted, namely:

“(1C) Notwithstanding anything contained in this regulation, in the case of a Real Estate Investment Trust (“REIT”) registered under the provisions of Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014, the governance norms specified under the Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014 shall be applicable.”

SEBI vide its amendment notification dated January 17, 2023, exempted Corporate Governance requirements to INVIT and REIT that have listed their Non-Convertible Debentures (NCDs) of Rs 500 crore or more [hereinafter referred to as ‘High-Value Debt Entities’ or ‘HVD Entities’]. SEBI has exempted the provisions of Regulation 15 and Regulation 17(1A) of SEBI LODR to HVD entities. SEBI vide its earlier amendment dated September 2021 had made Corporate Governance provisions of SEBI LODR applicable to INVIT and REIT that have listed their NCDs exceeding the outstanding value of 500 crores or more [High-Value Debt Listed Entities]. Now SEBI has stated that these provisions will be exempted for High-Value Debt Listed Entities with effect from April 1, 2023. Till April 1, 2023, these provisions were on comply or explain basis for High-Value Debt Listed Entities, and w.e.f. April 1, 2023, they were going to become compulsory. These provisions are exempted for HVD entities from April 1, 2023, because SEBI is going to make changes pertaining to Corporate Governance norms for REITs and INVITs in their respective regulations. So, all High-Value Debt Listed Entities need not comply with SEBI LODR Corporate Governance Norms w.e.f. April 1, 2023.

The amendments in Regulation 15 shall come into force with effect from April 1, 2023.

  1. In Chapter IV, in regulation 16 titled “Definitions”, in sub-regulation (1), clause (d) shall be substituted with the following clause (d), namely:

“(d) “Senior Management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.”

Change in definition of Senior Management: SEBI has amended the definition of ‘Senior Management’ SEBI LODR specified under Explanation (d) to Reg. 16 (1)(b). The definition of ‘Senior Management’ is now brought in line with the definition of ‘Senior Management’ as per the Companies Act as prescribed under Explanation to Section 178(8). This is done by adding the term ‘Functional heads’ also brought under the head of ‘Senior management’ w.e.f. January 17, 2023. Now ‘Senior Management’ under both Companies Act 2013 and SEBI LODR would comprise of the following, members of the core management team, members of management one level below CEO/MD/ WTD/ Manager, CFO, CS, CEO/manager in case they are not part of the board of director and all functional heads. ‘Senior Management’ would continue to exclude the Board of Directors

So, a code of conduct that is required to be affirmed by senior management personnel as per SEBI LODR will now be required to be given by the ‘functional heads’ of the organization. So, the question arises what all compliances would now be required to be done by senior management? These compliances will be effective from FY? Also, what shall be mentioned in this regard in the ‘Corporate Governance Report’ that will be required to be submitted for FY March 2023? Further, it also needs to be thought of if revised disclosure is required to be taken from Independent Directors as well?

  1. In regulation 17, in sub-regulation (1C), after the words “for appointment” and before the words “of a person”, the words “or re-appointment” shall be inserted.
  1. in regulation 17, after sub-regulation (1C), the following proviso shall be inserted, namely:

“Provided that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting:”

  1. In regulation 17, after sub-regulation (1C), in the existing first proviso, after the word “provided” and before the words “that the appointment”, the word “further” shall be inserted.

Exemption from provisions of Regulation 17(1C) of SEBI LODR: Regulation 17(1C) of SEBI LODR provides that on the appointment of an individual on the board of directors of an entity or as a manager is done the approval of shareholders shall be taken within a period of three months or at the next general meeting whichever is earlier. From this, it was not clear whether the above-referred provisions will also be applicable for re-appointment to the Board of directors or re-appointment as a Manager?

Now SEBI has clarified this by adding the words ‘re-appointment’. As per the revised provision now re-appointment on the board of directors or as a manager shall be approved by shareholders within a period of three months or at the next general meeting whichever is earlier. SEBI has further added a new proviso to Regulation 17(1C) whereby the minimum time period of three months for approval of shareholders is not made applicable to public sector companies. So, Public Sector Company can take the approval of shareholders for appointment to the board of directors or as a manager at the next general meeting. This amendment is effective from January 17, 2023.

  1. In regulation 26, in the heading, the words “key managerial persons” shall be substituted with the words “key managerial personnel”.
  1. In regulation 31A, sub-regulation (3), in clause (b), in sub-clause (v), the words “key managerial person” shall be substituted by the words “key managerial personnel”.
  1. In Schedule III, Part A, in paragraph A, in sub-paragraph 16, in Item (l), in point (ix), the words and symbols “key managerial persons(s)”, shall be substituted by the words “key managerial personnel”.
  1. in Schedule V, in Paragraph C, in sub-para (10), the following clause shall be inserted after clause (m), namely:

“(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.”

Enhanced Disclosure requirements: Disclosures required to be given in the annual report by listed entities are prescribed by SEBI in Schedule V of SEBI LODR. SEBI has now Vide amendment notification dated January 17, 2023, has amended Schedule V of SEBI LODR. Vide this amendment SEBI has prescribed additional disclosure under Section C: ‘Corporate Governance Report’.

SEBI has now stated that “Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries “will now be required to be disclosed as a part of the Corporate Governance Report. This disclosure is required to be given by listed entities in their annual report that will be published for FY 2022-23.

Companies need to identify material subsidiaries (both Indian and Foreign) for FY 2022-23 in their board meetings that will be held for approval of financial statements for FY 2022-23. Further companies need to appoint statutory auditors and name them in the annual reports of listed entities as per the requirements given above. Question also arises whether a newly incorporated company viz, in the month of May 2022 will be considered as a material subsidiary for the FY 2022-23?

Link: https://egazette.nic.in/WriteReadData/2023/242038.pdf

Disclaimer: This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement.

Our Expertise

Our Services

  • 01
    Valuation

    Valuation opinion requires the right blend of analysis, experience and professional judgement. Our team has a Registered Valuer as required under

    Learn More
  • 02
    Due Diligence

    We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.

    Learn More
  • 03
    ESOP

    ESOPs are one of the important tools to attract and retain employees and have long term career with the organization.

    Learn More
  • 04
    RBI / FEMA Compliance

    There are several compliances specified under FEMA for Indian Companies having FDI and ODI (Indian entities having investments in overseas Joint Venture

    Learn More
  • 05
    NBFC Registration and Compliances

    We carry experience of 15 years for registration of the NBCF with the RBI or carry out the process for change in management and control of the NBFC.

    Learn More
  • 06
    Fintech

    FinTech Companies are broadly categorized into digital payments or digital lending Companies. At Affluence,

    Learn More
  • 07
    Foreign Entities

    India has emerged as one of the most attractive destinations not only for investments

    Learn More
  • 08
    Company Secretarial Compliances

    We provide the entire gamut of Corporate Law Services, essential in rapidly changing regulatory and corporate environment.

    Learn More
  • 09
    SEBI Registration and Compliances

    SEBI plays an important role in regulating all the players operating in the Indian capital markets. It attempts to protect the interest of investors and aims at

    Learn More
  • 10
    Stressed Asset Resolution under IBC

    We provide advisory and support services to the corporates/other entities, devising and structuring solutions for stress mitigation in their enterprises/units.

    Learn More
  • 11
    Initial Public Offer

    On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team

    Learn More
  • 12
    Direct Tax

    The efforts of any management in modern business environment are towards enhancing a shareholder’s value. The taxes (both direct and indirect) and

    Learn More
  • 13
    Indirect Tax

    We at Affluence, adopt a comprehensive approach for implementation and compliances related to the GST and with an object to offer seamless services to our clients listed below.

    Learn More
  • 14
    Accounts Outsourcing

    In the fast-changing environment, procuring and retaining skilled staff is a challenge. Specially in the case of SMEs, in the absence of accounting manual

    Learn More
  • 15
    Risk Advisory

    Today’s businesses across the globe increasingly seek better decision-making and stronger internal controls in order to attain greater shareholder value.

    Learn More
  • 16
    Startup and MSME Advisory

    ‘Startup India’ is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and

    Learn More
  • 17
    Assurance

    Assurance and accounting services are directed towards supporting stakeholders such as lenders and investors. Our standardized

    Learn More
  • 18
    Directors Due Diligence

    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.

    Learn More
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.

  • Sanjiv Kumar Sachdev

    Sanjiv Kumar Sachdev

    Banking professional with more than 36 years of experience in Bank and more than 25 years of experience in Project Evaluation and financing, Financial Restructuring, Resolution of Stress Accounts, Debt Syndication, Infrastructure projects, Relationship management & networking, Business development, Legal and contractual Documentation and Business Planning. During his tenure with the Bank, he had held important portfolio’s and was heading Large Corporate Group of the Bank. He also worked in Infrastructure Corporate Group for Northern Region. He was involved in various policy meetings for development of Infrastructure Projects organised by various Govt agencies and Indian Banks’ Association. He has been Chairing many consortium meetings of Lenders for Debt Syndication as well as Resolution of Stress Assets.

  • 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.

  • 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.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. Over 15 years of experience, he has expanded his advisory and compliance services in respect of Companies Act/ SEBI / RBI / FEMA /NBFC and other Corporate Laws. Further, Research is his area of interest.

  • CS Rajeshri Kanojia

    Rajeshri Kanojia

    She is an associate member of the Institute of Company Secretaries of India with 10 years of experience in secretarial compliance and legal matters. Her forte is RBI and FEMA compliances and she is leading advisory and compliances practice of financial services which includes NBFC and Fintech Companies. Her LLB qualification gives her an edge to attend Corporate agreements and Corporate Laws.

  • 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 associated member of the Institute of Company Secretaries of India. He has experience of more than 8 years and focuses on BSE and NSE Listed Companies and SEBI and Corporate Governance related matters. He also supports 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 Karishma Parmar

    Karishma Parmar

    She is an associate member of the Institute of Company Secretaries of India. Her interest is in Compliances of Company Law/RBI and NBFC.

  • 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.

What Clients Say About Us

Latest Post

January 30th, 2023
Remuneration paid to Directors of the Listed Entity – Series 3
January 25th, 2023
Upgradation of E- Forms in tune with V3 portal
January 23rd, 2023
SEBI Notification dated 17/01/23 | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023
January 19th, 2023
Remuneration paid to Non-Executive Directors of Public Company – Series 2
January 16th, 2023
Remuneration paid to Whole Time Directors of Public unlisted Companies
January 11th, 2023
Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
January 9th, 2023
Online registration of units through MCA portal for ESI registration and inspection of units in this regard
January 6th, 2023
Guidance given by Securities and Exchange Board of India (‘SEBI’) on creation of ‘Suspense Escrow Demat Account’
January 5th, 2023
Change in Single Master Form (SMF) on FIRMS Portal
January 3rd, 2023
Relaxation with respect to conducting of Extra Ordinary General Meetings and Postal Ballots
December 30th, 2022
MCA extension for conducting Annual General Meetings through Video Conferencing or other Audio Visual Means (‘OAVM’)
December 23rd, 2022
Web-based Form DPT-3 as per New Rules
December 13th, 2022
Input Tax Credit (‘ITC’) on Corporate Social Responsibility (‘CSR’) expenses
December 7th, 2022
GSTR 9 and 9C – Optional to Mandatory reporting in FY 2021-22
September 27th, 2022
CSR Compliances as per New Rules 2022
September 20th, 2022
Mandatory appointment of Company Secretary
September 17th, 2022
Amendment To The Definition Of Small Company And Benefits
September 16th, 2022
Obligation to Indicate Director Identification Number (DIN)
September 8th, 2022
Compliance Calendar for the Month of September, 2022
September 7th, 2022
RBI issues Digital Lending Guidelines: Banks / NBFC
September 2nd, 2022
CSR Compliances as per New Rules and FAQ’s on National CSR Exchange Portal
August 20th, 2022
Physical Verification of Registered Office of the Companies by ROC
August 17th, 2022
Can the Company give Loans to Directors and Relatives?
August 13th, 2022
Startup Registration India 
August 8th, 2022
Misconceptions Regarding Filing of Annual Return and Applicability to Prepare Extract of Annual Returns.
August 5th, 2022
Compliance Calendar for the Month of August, 2022
July 26th, 2022
Ratification in context of Companies Act, 2013
July 21st, 2022
Non-Compliance in the use of KMP Designation – By Private Companies
July 18th, 2022
FAQs on GST applicability on ‘pre-packaged and labelled’ goods- reg
July 12th, 2022
RBI introduces mechanism for International trade settlements in Rupees (INR)
July 7th, 2022
RELATED PARTY TRANSACTION – *SERIES 1
July 6th, 2022
FAQs on NBFC
July 6th, 2022
FAQ – All you wanted to know about NBFCs
July 4th, 2022
FAQ’s- Disclosure of holding of specified securities and Holding of specified securities in dematerialized form
July 4th, 2022
Guidelines on Regulation of Payment Aggregators and Payment Gateways
July 1st, 2022
Ease of Doing Business in India
June 23rd, 2022
Change in nomination rule for Mutual Fund unit holders
June 21st, 2022
ROADMAP/BLUEPRINT OF EXTERNAL COMMERCIAL BORROWINGS (ECBs)
June 17th, 2022
 IBBI Update: Application under Rule 4, 6 or 7 of Insolvency and Bankruptcy (Application to Adjudication Authority) Rules, 2016
June 15th, 2022
Discussion Paper on enabling entities to become insolvency professional