Dr. Rajkumar S. AdukiaB. Com. (Hons.), FCA, FCS, FCMA, LL.B., M.B.A,

DIPR, Dip IFRS (UK), Dip LL&LW, dip in criminology, Ph.D.

98200 61049/ rajkumarradukia@caaa.in

rajkumarradukia@caaa.in

Untouched professional areas

1. Insolvency practice2. Valuation practice3. Succession laws, estate planning and wills 4. Charitable trusts, NPO5. Drafting of documents6. Real estate, RERA7. Ind AS8. GST (the most concerned topic)9. Benami property transactions10. Arbitration11. Presentation before Tribunals12. Untouched areas under corporate law:a) Corporate governanceb) Mergers & Amalgamationsc) Oppression and Mismanagementd) Winding up

I Insolvency Professional Opportunities

1. Studying the business of the Company and the various business verticals in which it operates.

2. Studying and understanding the entire debt profile of the Company with specific focus on the debt owed to the financial creditor, operational creditor and other stake holders.

3. Analysing the financial statements of the company for the last 3 years.

4. Preparation and filing of the Corporate Insolvency Resolution Process Application with the Adjudicating Authority.

5. Appointing the Interim Resolution Professional / Resolution Professional in consultation with the clients.

6. Assisting on Public Announcement as required under the Code.

7. Advising on the preparation of Information Memorandum and Statement of Affairs as may be desired by the Insolvency Professional in terms of the code.

Continued….8. Studying the sanction letters and the correspondences with the financial

creditors, operational creditors, committee of creditors and Insolvency and Bankruptcy Board of India during the Corporate Insolvency Resolution Process.

9. Assisting the client in all correspondences with the Lenders, Committee of Creditors, Corporate, NCLT, NCLAT and IBBI.

10. Assisting the client in appointing the Registered Valuers, Legal and other Professionals.

11. Reviewing the Minutes of meeting of Committee of Creditors and any other Meetings of similar nature by creditors and advising the Company on the contents therein.

12. Assisting the Company in evolving strategy from Legal/ financial point of view in the meeting of Committee of Creditor/ various other similar meeting with creditors.

13. Exploring the various available restructuring options. Conceptualize and thereafter strategize a best fit restructuring options or a combination of two or more options for the best possible fast recovery of SEFL dues.

14. Preparation of the financial model and a Resolution Plan based on the mutually agreed commercial viable financial structure.

Continued….15. Meeting, conference and discussion with the Insolvency Professional on

the resolution plan and making the necessary changes as suggested therein.

16. Drafting, settling and filing all representations, petitions, replies, rejoinders and all other such pleading as may be necessary before the Adjudicating Authority and appearances for hearing before the Adjudicating Authority.

17. Conferences, consultations, legal opinions and advice etc. with respect to any issues relating to proceeding under the code.

18. Filing and defending of any Applications which may be filed by the company or against the company with NCLT/ NCLAT.

19. Performing all Duties of an Interim Resolution Professional/ Resolution Professional by the Partner/ Director/ Empanelled Resolution Professionals in their individual capacity.

20. Any other assignment under Insolvency and Bankruptcy Code 2016.

II Opportunities for Registered Valuersunder the Companies Act,2013

1. Valuing further issue of shares [Sec 62(1)(c)]

2. Valuing assets involved in arrangement of non-cash transactions involving directors [Sec192(2)]

3. Valuing shares, property and assets of the company under a scheme of corporate debt restructuring (CDR) [Sec 230(2)(c)(v)]

4. Under a scheme of compromise/arrangement, where along with the notice of creditors/shareholders meeting, a copy of valuation report, if any, shall also be accompanied [Sec 230(3)]

5. Report of the expert with regard to valuation, if any, would be circulated for meeting of creditors/members [Sec 232(2)(d)]

6. Under a scheme of compromise/arrangement where the transfer or company is a listed company and the transferee company is an unlisted company and for exit opportunity to the shareholders of transfer or company, valuation may be required to be made by the Tribunal [Sec 232(3)(h)]

Continued….7. Valuing equity share held by minority shareholders [Sec 236(2)]

8. Preparing valuation report in respect of shares and assets to arrive at the reserve price for company administrator [Sec 260)(2)(c)]

9. Valuing assets for submission of report by liquidator [Sec 281(1)]

10. Report on the assets of the company for preparation of declaration of solvency under voluntary winding up [Sec 305(2)(d)]

11. Valuing the interest of any dissenting member of the transfer or company who did not vote in favour of the special resolution, as may be required by the Company Liquidator [Sec 319(3)(b)]

12. make an impartial, true and fair valuation of any assets which may be required to be valued;

13. exercise due diligence while performing the function of a valuer;

14. make the valuation in accordance with such rules as may be prescribed; and

15. not undertake valuation of any assets in which he has a direct or indirect interest or become so interested at any time during or after the valuation of assets

III Opportunities in Succession Laws

• Guide on remedies available to individuals onbenefits of succession

• Drafting of Wills, Power of Attorney etc

• Assist in Family settlements

• Consultancy on Succession management ofFamily business and HUF.

• Succession and Wealth Planning

Continued….• If you pass away without a valid will you pass away 'intestate‘

• To make a valid will you must be at least 18 years of age, and of sound mind, memory and understanding.

• In the absence of a will, property gets distributed equally among your heirs

• Succession planning can be done through wills, corporate entities and trusts

• The succession of property is governed by complex laws of inheritance and religion as well as customs

IV Opportunities in Charitable Trust, NPO

• Drafting of various documents pertaining to charitable orany other organization

• Drafting of deeds for organization / trust .• Declaration by the professional with respect to conformity

with the provisions of the applicable Act• Advisory and compliance with respect to registration

matters• Various compliances under the Foreign Contribution

(Regulation) Act, 2010, provided any foreign contributionreceived

• Assist the staff for training.• Serve as a volunteer on an advisory board or on a special

project or event

• Other compliances as applicable under various legislationsand state Laws applicable to the oragnisation / trust

• Assisting in Maintenance of various Books and Accounts• Advising on Channelizing of Funds and Utilization of surplus

revenues to further achieve its purpose/mission• Develop public awareness of organisation purpose and

activities• Advisory on Tax matters • Audit under the applicable laws• Representation before authorities

Continued….

V Drafting Opportunities1. Drafting of various Agreements including;2. Sale Agreements, Joint Venture and Foreign Collaboration

Agreements 3. Arbitration Agreement4. Power of Attorney & Affidavit5. Outsourcing Agreements, Service Agreements, E-Contracts, Leave

and License, IPR Agreements.6. Deed of Sale of Land, Building, Mortgage, License, Lease,

Assignment, Trust, Gift.7. Drafting of Wills, Partnership Deed, Sale Agreements,

Collaboration Agreements, Hypothecation, LLP Agreement.8. Agreements, E-Contracts.9. Drafting of Legal Opinion.10. Shareholder’s Agreement

…continued

11. Drafting under Companies Act 2013 like Pre IncorporationContracts, memorandum and Articles of Association, Annualreport of Companies.

12. Drafting for pleadings/appeals under other acts/laws likeIncome Tax Act 1961, Finance Act 1994, Central Excise Act1944, VAT laws etc.

13. Drafting under other legislations like Transfer of PropertyAct,1882, The Registration Act,1908, Indian ContractAct,1872, Indian Stamp Act, 1899, Sale of GoodsAct,1930,Negotiable Instruments Act,1882 etc.

VI Opportunities in Real Estate • Advisory and compliances relating to Financing of project, Investments etc• Advisory relating to buy or lease, Financial Viability of Projects• Registration and Stamp Duty• Transaction Management; including Valuation of property and Portfolio • Services of verification of Title deeds and other ownership related documents of

the property• Advisory and compliances in Taxation Matters• Documentation and Drafting of deeds and agreements• Consultancy on legal Matters, Property Disputes, Court Cases • Overseeing and analysis of the Post Completion of Real Estate Project• Advisory in relation to laws concerned with the real estate like

Land related lawsEnvironment LawsConstruction LawsLabour Laws etc.

• Assessment of financial risks related to acquisitions and advisory on the same.

Continued…

Opportunities under the Real Estate(Regulation & Development) Act, 2016.

• Consultancy regarding adherence to the provisions of the act

• Assisting in Registration of Projects or Registration of Agents

• Certification work for withdrawal of amount deposited inscheduled bank account

• Audit of annual accounts of the Promoter

• Appearing before the authority, tribunals etc

• Opportunity to be appointed as Member of Central AdvisoryCouncil, Chairperson or member of RERA or TechnicalMember of Real Estate appellate Tribunal.

VII Ind As

• Implementation of Ind AS

• compliance with Ind AS

• Consultancy regarding adherence to the Ind As

• Preparation of Financial Statements

• Key recognition, measurement and disclosure requirements for each standard

VIII Opportunities in GST

• Advisory on provisions of the law to various categories of clients

• Assisting organizations in being GST Compliant

• Assisting for Software implementation for GST

• Catering to Transition assignments, such as ensuring complete claim of ITCunder the present registrations, stock planning at the transition date,registrations under new States, amendments in existing certificates, andso on

• Assisting in determining Tax Liability after determination and classificationas per tariffs

• Compliance services like Registration , filing of returns

Continued…

• Representation before authorities in respect of appeals,assessments etc.

• To act as a Business Consultant for an Organization and not aTax Consultant as most of the Indirect Taxes are subsumed toGST

• Audit under GST law

• Certification work

• Providing training to client’s Staff relating to accounting,records keeping , internal control systems, logistics etc.

IX Benami Property Transaction

• Consultancy regarding adherence to the provisions of the Act.

• To act as an authorised representative

• Representation before authorities in respect of appeals

X Arbitration Opportunities• Advisory on arbitration, negotiation and conciliation in commercial

disputes between the parties.

• Act as arbitrator / conciliator in domestic and international commercial disputes.

• Drafting of arbitration / conciliation agreement/ clause.

• understanding the underlying commercial transaction or the legal framework and advising accordingly.

• act as strategist and authorize in arbitral proceedings.

• help parties settle disputes and reach mutual agreements through communication and dialog.

• setting up appointments, conducting interviews from witnesses or claimants, and reach conclusions through their knowledge of policy, law, and regulation.

• Mediators are neutral parties that help resolve disputes, however make no decisions. Arbitrators hear disputes and make impartial decisions.

Continued…• Arbitrators, mediators, and conciliators typically do the following:• Facilitate communication between disputants to guide parties

toward mutual agreement• Clarify issues, concerns, needs, and interests of all parties involved• Conduct initial meetings with disputants to outline the arbitration

process• Settle procedural matters such as fees, or determine details such

as witness numbers or time requirements• Set up appointments for parties to meet for mediation or

arbitration• Interview claimants, agents, or witnesses to obtain information

about disputed issues• Prepare settlement agreements for disputants to sign• Apply relevant laws, regulations, policies, or precedents to reach

conclusions• Evaluate information from documents such as claim applications,

birth or death certificates, or physician or employer records

Continued…

• Assisting in preparation of statement of claims or defence,pleadings etc.

• Opportunities to act as an Arbitrator with the mattersconnected to;

Breach of Contract, insurance claims,loss of profits, Fraud,commercial disputes, rights of properties, lease transactionsetc.

• Drafting of Arbitration Agreement

• Assisting Arbitrator in drafting arbitral award

• Assisting both parties to go to Court of Law

• Becoming Member of Arbitral Tribunal

Continued…

• Acting as arbitrator in Micro and Small Enterprises FacilitationCouncil u/s 18 of the Micro, Small and Medium EnterprisesDevelopment Act, 2006.

• In Clause 14 of First Schedule to the Limited Liability Partnership Act2008 All disputes between the partners arising out of the limitedliability partnership agreement which cannot be resolved in termsof such agreement shall be referred for arbitration as per theprovisions of the Arbitration and Conciliation Act, 1996.

• Assisting Indian Judiciary u/s section 89 of Code of Civil Procedure1908, where there is possibility of settling of dispute througharbitration

• Acting as Arbitrator in different countries for internationalcommercial disputes

XI Presentation before Tribunal

• Tribunal’s practice or procedure rules

• Drafting of pleadings and written statements

• Drafting of affidavit

• Filing of various applications

• Appear before various tribunals

• Pray for relief

• Procedural aspects of filing appeal

Various Tribunals• Appellate Tribunal for Benami Transactions

• PMLA Provisions (Appellate Tribunal)

• National Company Law Tribunal

• National Company Law Appellate Tribunal

• Arbitral Tribunal

• Cyber Appellate Tribunal

• Securities Appellate Tribunal

• Appellate Tribunal for Foreign Exchange

• Appellate Tribunal for Electricity

• Film Certification Appellate Tribunal

• Competition Appellate Tribunal

• Customs, Excise & Service Tax Appellate Tribunal

Continued…..

• Debt Recovery Tribunal

• Debt Recovery Appellate Tribunal

• Income Tax Appellate Tribunal

• Intellectual Property Appellate Board

• National Consumer Dispute Redressal Commission

• National Consumer Dispute Redressal Commission

• National Green Tribunal

• Insolvency and Bankruptcy Board of India

• Real Estate Appellate Tribunal

XII Opportunities in Corporate Governance

• Playing a crucial role of a crusaider in achieving CG in differentcapacities like as a shareholder or stakeholder, an employee ,member of the Board of Directors, promoter or an Auditor

• Advising directors and officers on director duties, the CorporationsAct, the organization's constitution, stock exchange and otherregulatory and statutory requirements

• Advising on ways to have such corporate governance that add valueto the company and also benefit the stakeholders in the long term

• Ensuring transparency for growth and profitability of business• Ensuring corporate accountability by communicating with the

organisation's stakeholders and broader community.

Continued ….

• Review of risk and compliance policies, processes andprocedures

• Advising on the corporate structure, including subsidiaries andassociated administration.

• To guide on the practises to be followed that generate highrisk-adjusted returns for the company

• Advising the board on CG principles along with theimplementation of governance programs and riskmanagement frameworks

Continued …

• To prevent corporate scandals, fraud, and potential civil andcriminal liability of the organization

• To ensure robust and effective board interaction so as to havetransparency

• Adherence to various compliance of Companies Act, 2013

• Acting as a conduit between members (especially major andinstitutional investors in listed companies) and non-executivedirectors

• Facilitating professional development programs for the board

• To have a holistic view of the governance framework

XIII Opportunities in Mergers and Amalgamation

1. Assisting through rigorous financial analysis to ensure sound decision making

2. Advisory on tax implications associated with the various forms a transaction may take

3. Compliance services for the applicable regulatory requirements

4. Assist in creating model and/or critically evaluate business valuations

5. Guiding on financing options available and structuring a financing package, if necessary

6. acquisition accounting and their application

7. To advise, plan, coordinate, and execute an efficient and effective due diligence review

8. Guidance for analyzing the transaction and modeling the target

company’s business.

Continued…9. Coordinating much of the planning and execution of internal and external

team members. This includes various line managers within the acquiringorganization, as well as accounting, tax, and legal and other specialistswho may reside outside the organization and/or in corporateheadquarters in the case of larger, multilayered organizations.

10. Advisory on how the transaction can optimally be structured.

XIV Oppression and Mismanagement

• Filing of Application in case of Oppression and Mismanagement

• Presentation before Tribunal

• Alteration in Memorandum or Articles

• Filing of copy of every order altering, or giving leave to alter, a company’s memorandum or articles with the Registrar.

• Valuation of shares

• Class action suit

• Filing of appeal before appellate tribunal

XV Winding up

• Petition for Winding Up

• Act as a liquidator

• Conduct Board meeting and general meetings

• Sale of assets

• Distribution of Property of Company

4 Cos are formed

1 Competent Insolvency Professionals Pvt Ltd

2 Competent Valuations Pvt Ltd

3 Optimum Npo Advisors Pvt Ltd

4 Optimum Drafting & Real Estate Advisors Pvt Ltd

Websites are under preparation

“He is able

,who thinks

he is able.”-

Buddha

ATTITUDE

PAUL CATTS

35

rajkumarradukia@caaa.in

The Principle of Wilfredo pareto –French Economist

rajkumarradukia@caaa.in

rajkumarradukia@caaa.in

rajkumarradukia@caaa.in

How to master the subject

• Buy all books available in market• Read the act , rules, regulations, websites• Repealed laws, allied laws• Be positive, have time bound goal• Increase rapport with authors, speakers and

regulators• Give observations on draft regulations• Attend conferences & seminars• Visit tribunals and courts• Discuss with peers• Address programmes• Be a life time students

rajkumarradukia@caaa.in

How to Develop Practice

1. Make your presence felt

2. Participate in seminars / programes as speakers, panelists, querists

3. Exchange visiting cards

4. Make website / use social media

5. Write article, books

6. Give suggestions to ministry, regulator, trade bodies

7. Make network / joint venture in different areas

rajkumarradukia@caaa.in

Invitation to participate in learning exercise

• Co author of books

• In house Training

• Consultancy areas

rajkumarradukia@caaa.in

rajkumarradukia@caaa.in

Adukia &

Associates43

Thank you