Representative matters, anonymized — with the actual instruments used to close them.

Situation

Bootstrapped LLP with three designated partners preparing for institutional funding. Investor conditions precedent required conversion to a company with a clean cap table, ESOP pool, and MCA-recorded share capital before term-sheet execution.

Approach

1. 01

   LLP conversion under Sec. 366 of the Companies Act, 2013 read with Rule 3, Companies (Authorised to Register) Rules, 2014.

   • Form URC-1
   • Form INC-32 (SPICe+)
   • Form INC-33 (e-MoA)
   • Form INC-34 (e-AoA)
2. 02

   Cap table alignment and ESOP pool creation via founder resolutions and shareholders' agreement.

   • Sec. 62(1)(b)
   • Sec. 42 (private placement)
   • Form MGT-14
   • Form PAS-3
3. 03

   Cross-verification of authorised capital with intended issue price under Sec. 56(2)(viib) valuation report.

   • Rule 11UA valuation
   • Merchant banker report

Situation

A regional manufacturer received a notice under Sec. 143(2) alleging a variance between GSTR-3B outward supplies and income-tax return receipts across AY 2020-21. The AO proposed additions on the presumption of suppressed sales.

Approach

1. 01

   Reconciliation of turnover between GSTR-1, GSTR-3B, and Form 26AS with a working paper tying every reconciling item to a source document.

   • Sec. 143(3)
   • Rule 46A
   • Form 35 (reserved for CIT(A))
2. 02

   Response to Sec. 142(1) notice with supporting ledgers, bank statements, and party-wise reconciliation for the top ten customers.

   • Sec. 142(1)
   • Faceless portal submissions
3. 03

   Personal hearing request via the National Faceless Assessment Centre to close open observations.

   • Sec. 144B(6)(vii)

Situation

US parent (Delaware) incorporating a wholly-owned Indian subsidiary for a technology-services model. Automatic route applicable, but the parent required a clean paper trail for onward audits by its own counsel.

Approach

1. 01

   Incorporation via SPICe+ with PAN, TAN, EPFO, ESIC, and Professional Tax registrations in a single filing.

   • Form INC-32 (SPICe+)
   • AGILE-PRO-S (Form INC-35)
2. 02

   Inward remittance for initial capitalisation, KYC of remitter with the AD-Cat I bank, and FIRC obtained.

   • FEMA 20(R)
   • AD-bank KYC pack
   • FIRC
3. 03

   Reporting of foreign investment on the RBI FIRMS portal within the statutory window.

   • Form FC-GPR
   • Single Master Form (SMF)

Situation

A family-office LLP's GST registration was cancelled suo-moto for alleged non-filing of returns after a change in tax preparer. Working capital cheques were being returned pending revival.

Approach

1. 01

   Filing of pending returns with late fees to bring the ledger current, before applying for revocation.

   • GSTR-3B
   • GSTR-1
   • Sec. 47 (late fee)
2. 02

   Revocation application with a written response to the show-cause notice, citing procedural grounds under the CGST Rules.

   • Form GST REG-21
   • Rule 23, CGST Rules 2017
   • Sec. 30, CGST Act
3. 03

   Personal representation before the jurisdictional Superintendent.

   • In-person hearing memorandum

Situation

Twelve-person engineering team preparing for a growth round. Founders wanted a defensible ESOP scheme with a graded vesting schedule and clean tax treatment on exercise.

Approach

1. 01

   Scheme drafting with cliff, graded vesting, and good-leaver / bad-leaver definitions aligned to Companies Act and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

   • Sec. 62(1)(b)
   • Rule 12, SCD Rules 2014
2. 02

   Special resolution passed and filed; grant letters issued with a valuation report supporting the exercise price.

   • Form MGT-14
   • Rule 11UA (FMV certificate)
3. 03

   Guidance note to employees on perquisite tax under Sec. 17(2)(vi) and eligible-startup deferment under Sec. 191/192(1C) where applicable.

   • Sec. 17(2)(vi)
   • Sec. 80-IAC (eligibility check)