1. Login to MCA21 portal using the link http://www.mca.gov.in/mcafoportal/login.do
2. Click on MCA services section and select Individual registration option under the head ID databank services.
3. A Screen will appear asking do you have valid DIN.
4. Click on Yes, if DIN is valid.
5. Once Yes is selected, enter DIN number of the director proposed to be registered and click on submit.
6. The cell number and email id of the independent director already registered with MCA will appear.
7. Click on send One Time Password (“OTP”) option.
8. Enter the OTP received on the cell number.
9. Click on verify OTP.
10. Once the OTP is verified, login credentials of the Independent Directors Databank will be received on the email id registered with MCA
11. Login to independent directors’ databank using the link as mentioned below https://www.independentdirectorsdatabank.in/login/director and the credentials received on email.
12. After logging in, Insert the required details namely : DIN, Father’s Name, Mother’s name, Date of Birth, Nationality, City, Gender, Current Address, PAN number, Passport, Cell number, Email ID, Current Occupation and designation, Educational Qualification, Total Experience, Declaration etc.
13. Once the aforesaid details are inserted, please make the payment based on the subscription plans.
14. Please note subscription plans for 1 year, 5 years and Lifetime are available.
15. The cost of 1 year subscription plan is INR 5900 (Inclusive of GST); the cost of 5 year subscription plan is INR 17,700/- (Inclusive of GST) and the cost of lifetime subscription plan is INR 29500/- (Inclusive of GST).
16. Please note the last date of registration of existing Independent Directors is February 29, 2020.

This articles should not be treated as professional advice, the writer of this article can be reached at priancakhatri@gmail.com for any clarification required.

THIS AGREEMENT made on this ___ day of ___, 2018 at New Delhi

                                                      BETWEEN

ABC, a company incorporated under the Companies Act, 2013 and having its registered office at ___________________ (hereinafter referred to as “ABC” which expression unless it be inconsistent with or  repugnant to the context shall mean and include its successors and assigns.)

                                                             And

______________________ a company incorporated under the Companies Act, 1956, having it’s office at ___________________ (hereinafter referred to as “XYZ Limited” which expression shall unless it be inconsistent with or repugnant to the context shall mean and include its successors and assigns.)

Whereas ABC is engaged in providing comprehensive management advisory services

Whereas XYZ Limited is engaged in the business of _______________ and has shown interest in soliciting business, from few clients of ABC , through ABC (hereinafter collectively referred as the “ABC Clients” and as listed in Annexure A).

IT IS AGREED between ABC and XYZ Limited as follows:

1. This Agreement shall be valid from xx-xx-yyyy and shall continue for a period of 5 years from such date.         
2. ABC shall introduce XYZ Limited to the ABC Clients for promoting the business of XYZ Limited and procuring business from the ABC Clients.
3. XYZ Limited hereby undertakes and agrees with ABC that XYZ Limited would at all times, during the continuance of this Agreement observe and perform the terms and conditions set out in this Agreement and in particular :use at all times its best endeavor to promote its business to ABC and will work diligently to obtain business thereof and maintain good relations with the ABC Clients,

• mark the personnel of ABC on all communications exchanged with ABC Clients.

• report the progress of the proposals sent to ABC Clients on regular basis,.

• promptly submit to ABC (as and when demanded), ledgers and statements showing all transactions done with ABC Clients

• not to accept any business from ABC Clients without prior information to ABC

• not to offer any business to ABC Clients through any other arm or group company of XYZ Limited

• not incur any liability on behalf of ABC in any way
• Notwithstanding the other provisions of this Agreement;
• It is understood between the parties hereto that any act, deed, matter or thing done by XYZ Limited or its representatives during the course of its performing the business activities for the ABC Clients, shall be sole responsibility of XYZ Limited. XYZ Limited will be jointly/ severally responsible and /or liable for consequences arising therefrom. 

• XYZ Limited in its absolute discretion shall have the right to decline for any reason to accept any business from the ABC Clients.

• XYZ Limited shall pay to ABC in consideration for the business procured from ABC Clients or through ABC , a commission in the manner as provided herein under :
• A commission of 20% of the Invoice Value (Gross Value, for clarity, before giving effect of any taxes) (including Invoices for reimbursements) shall be paid by XYZ Limited to ABC, within 2 business days of receipt of payment from the ABC Clients.

• For clarity, commission shall be paid only of those invoices, which have been paid by the ABC Clients.

• Where a part payment has been made by ABC Clients, XYZ Limited shall be entitled to be pay the proportionate part of the commission to ABC.

• ABC and XYZ Limited shall have the right to terminate this Agreement by giving notice of 1 (one) month in writing to each other during the period of this Agreement.

• XYZ Limited specifically agree that for a period of 2 (Two) years following the expiry or termination of this Agreement, XYZ Limited, shall not, directly or indirectly, disclose to any person, firm or corporation, the names or addresses of any of the ABC Clients or any other information pertaining to them. XYZ Limited shall not call, solicit, take, or attempt to call on, solicit, or take any business from the ABC Clients.

• The parties shall not disclose the relationship between the parties or the existence of this Agreement to any third party (including ABC Clients) without the written consent of the other party. However, ABC may on its website or on other media platform, display the name of XYZ Limited as its “Associate”.
• The rights and obligations of ABC and XYZ Limited under the Agreement shall survive notwithstanding termination or expiry of this Agreement.         
• It is expressly agreed by the parties that the payments under Clause 6 above, shall be made after deduction of tax of source.
• This Agreement shall deemed to be made in India and Indian Law shall govern the construction, validity and performance of this agreement in all respects.Any dispute, difference or question which may arise at any time hereafter between ABC and XYZ Limited with regard to this Agreement or the rights and liabilities of ABC and XYZ Limited hereto shall unless otherwise herein expressly  provided  be referred  to the decision  of a single arbitrator in Delhi, India agreed upon between ABC and XYZ Limited in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment  thereof  for the time being in force.      
• Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if sent by speed post, in the case of notice to ABC , if addressed to it as follows :

               ________________________-

 if addressed to XYZ Limited as follows :

           __________________________

             __________________________

Nothing contained herein shall be construed to mean a commitment by ABC to bring business of the ABC Clients. No damages shall lie against ABC for any cost incurred by XYZ Limited in preparation of any proposal or for soliciting business under this Agreement from the ABC Clients. The decision to give business to XYZ Limited is solely with the ABC Clients. This Agreement embodies the entire understanding between ABC and XYZ Limited and the  are no promises, terms, conditions or obligations oral or written express or implied other than those contained  herein.

IN WITNESS WHEREAS ABC and XYZ Limited HERINABOVE HAVE PUT THEIR SIGNATURES AS UNDER

For ABC                                       For XYZ Limited

Authorised Signatory                                          Authorised Signatory   

1.       ______________                                1.       ______________

Witness

This article specifies the probable reasons of resubmission received in case of filing form Fillip (along with linked forms) for conversion of Private Company into LLP:

1. Shareholding change: If the list of shareholders as per MGT 7 of the Private Company and the list of shareholders of private company as on date of transfer, is not same, the SH-4 i.e. form of the transfer, copy of board resolution evidencing recordal of transfer and list of revised shareholders duly certified by the chartered accountant should be attached to the Fillip form.

2. Statement of Assets and Liabilities: It is advisable to attach full set of financial statements along with detailed notes to accounts.

3. Address of registered office of LLP: Even if the registered office of the proposed LLP is same as that of the Private Company being converted it is advisable to attached proof of registered office in terms of lease agreement etc, to avoid any re-submission.

4. Industry type: Please fill the industry type of the company being converted carefully refer NIC codes carefully.

5. Change of name of the Company: In case there was change of name of the Company being converted in past, attach the certificate of name change along with the MOA approved by the shareholders at the time of name change.

6. Board Resolution: Please mention the amounts of contribution of each of the contributory in the board resolution itself to avoid any confusion.

7. In Case Company is not a NBFC: Please attach a certificate from the statutory auditor of the Company that the Company is not engaged in any NBFC.

8. In case of re-submission: Please also attach a sheet stating the manner in which the defects raised by the authorities have been rectified, in order to avoid further re-submissions.

ESTIMATED TIMELINES FOR BUYBACK THROUGH TENDER OFFER
Activity	Days
PRE POSTAL BALLOT
Prior intimation to stock exchanges about the board meeting at which the proposal for Buy-Back of securities is to be considered.	-6 (T-6)
Date of Board Meeting approving the Buyback of equity shares	0
Intimation to the stock exchanges about decision on buy back of securities and approval of notice of postal ballot, calendar of event for postal ballot	0
Company to send Postal Ballot Notice for review	1
Provide comments on the Notice	2
Finalise the Postal Ballot Notice and initiate printing process	3
Last Date for Dispatch of Postal Ballot Notice	15
Notice for dispatch of Postal Ballot Notice to be published in newspapers	16
30 days period for voting commences	16
Last date for voting	45
Declaration of Postal ballot results, intimation to Stock Exchanges	48
Declaration of Record Date for determining the Entitlement and the names of Eligible Shareholders	48
Opening of escrow accounts	48
Filing of Declaration of Solvency with ROC	49
Give Public Announcement (PA) for the Buyback to the Press	49
Publication of Public Announcement (PA) for the Buyback	50
Filing of a copy of resolution with SEBI and stock exchanges	50
Simultaneous filing of PA, declaration of solvency with SEBI	50
Filing of draft letter of offer (DLOO) with SEBI	51
Record Date for determining the Entitlement and the names of Eligible Shareholders	59
Receipt of SEBI Comments	62
Deposit funds in Escrow	62
Dispatch of final letter of offer to all existing security holders	65
Buyback opens on / Date of Opening of Buyback	73
Buyback closes on / Date of Closing of Buyback	86
POST BUY BACK
Opening of special account with a banker to issue	87
Verification of shares	91
Settlement of shares through stock exchanges	92
Extinguishment of Equity Shares	93
Publication of post issue advertisement	94
File final return with SEBI	94
Return of buyback to be filed with ROC	97

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