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Legal notice

What is shaking up the startup community is the Legal Notice that the Ministry of Corporate Affairs (MCA) is sending.

There are 2000+ startups in Bangalore alone that have not filed annual returns as required under the applicable laws, and this act is backfiring on them. The startup status of your company could be an active startup or a dormant startup, but if you haven?t filed your returns, things are going to work as per MCA?s rule books and that would hurt.

Why is MCA sending a Legal notice?

Ideally, the Financial Statement should have been filed with Registrar of Companies (RoC) within the time as specified u/s 137(1) or (2) of the Companies Act, 2013 (?Act?). Companies that have not filed its Annual Returns in respect of financial year ending 2014 or before in terms of section 129 of the Companies Act, 2013 are receiving a legal notice from MCA.

What does the Legal Notice say?

Co-founders via a Legal Notice are called upon to give an explanation/ show cause as to why action should not be taken by launching a prosecution under Sections 129 and 137 for contravention of sections 129 and 137 read with section 403 of the Act respectively.

What is the duration of when the Company should act?

Companies that have received this Legal Notice must provide an explanation within 15 days from the date of issue of the Legal Notice and file the Annual Returns for the pending financial years with the RoC.

What is the penalty if a Company does not respond?

If the company does not provide any explanation within 15 days?from the date of issue of the Legal Notice, the necessary prosecution against the Company may be instituted by the RoC. The penalty for non-compliance is no small amount but will run into a few lakhs of rupees.

What are the factors on which the penalty is dependent on?

The penalty is dependent on the number of years the returns have not been filed and the duration of the delay. Ignoring this Legal Notice and not complying with the above-mentioned provisions of the Act is a risky proposition.

Wazzeer has been helping entrepreneurs in handling such cases, we would be grateful to help you?Let’s talk!


Business Formation, Uncategorized
Research says the bigger the firm the less likely it is to be headed by a woman. The ILO estimates that while 22 per cent of men’s productive potential is underutilized, women’s is as high as 50 per cent. This blog will help you identify the different sectors where women entrepreneurs traditionally have ventured in, also the pain points in running the shebusiness. This blog will talk about Strategies that Women Entrepreneurs should consider following like “Starting from Now”

Categories of Women Entrepreneurs:
  • Women in organized & unorganized sector
  • Women in traditional & modern industries
  • Women in urban & rural areas
  • Women in large scale and small scale industries.
  • Single women and joint venture.
Many small retailers consisting of the local kirana shops, owner-manned general stores, chemists, footwear shops, apparel shops, paan and beedi (local betel leaf and tobacco) shops, hand-cart hawkers, pavement vendors, etc. which are few examples of unorganized sectors. Unorganized retailers normally do not pay taxes and most of them are not even registered for sales tax, VAT, or income tax. Demonetization was a big blow for people or labours belonging to this sector. Organized sector has become more popular in big cities in India and most of the metropolitan cities and other big cities are flooded by modern organized stores. Many semirural areas have also witnessed entry of such organized retail outlets. It is called organized for the players in this sector have the necessary compliance done. Top 10 strategies to do business in organized sector:
  1. Business Incorporation: This must be done according to the Companies Act, 1956 and Companies Act, 2013 (collectively the Companies Act) and the regulations laid down by the Securities and Exchanges Board of India (SEBI) for listed companies in India. Entity options: LLP, Pvt Ltd, OPC, Sole proprietorship, Partnership
  2. Taxation Laws: This compliance will be done based on Income Tax Act, 1961, indirect tax laws including laws relating to value added tax, service tax, customs, excise etc. Also, International Taxes
  3. Investing in India by non-residents: Requires conformity with India’s foreign exchange regulations, specifically, the regulations governing FDI
  4. Foreign company to do business in India: You can do business via offices, the options are as follows: Liaison office, Project office, Branch office, Partnership, Trust
  5. Post Incorporation: The company must apply for its PAN and Tax Deduction Account Number (TAN); Shop and establishment registration; Register with employment law authorities; open bank account; Board meetings; Contracts and Agreements.
  6. Auditing and Accounting: The first auditor should be appointed by the Board within 30 days from the date of its incorporation. It is a good practice to maintain the books so that financial statements are updated.
  7. Issuing securities: Indian companies may issue numerous types of securities. However, companies are required to comply with the Companies (Share Capital and Debentures) Rules, 2014. Options that you have: Equity shares, Preference shares, Debentures.
  8. Fundraising Compliance: Compliance like share transfer and increasing authorized share capital that comes following raising funds.
  9. Tax Returns Filing: Like VAT refund is an integral component of a modern VAT system.
  10. Employee Stock Options: Giving employees the right to purchase a certain number of the company’s shares instead of salary.
The 15 Pain points that women entrepreneurs face:
  1. Differences in endowments, preferences and barriers to entry and exit
  2. Overrepresentation in traditional sectors that have low start-up costs and limited barriers to entry
  3. Female entrepreneurs, especially those in unorganized enterprises, operate home-based businesses
  4. Lack or limited access to technology due to affordability, lack of knowledge, and/or social norms
  5. Women more likely to start enterprise in sectors with low effective demand leading to lower profits
  6. Less favourable profile with investors since women own small businesses and do not have adequate collateral
  7. Financial institutions may require higher collateral from female entrepreneurs. Some banks may also require women to have a male co-signer to open accounts
  8. Low financial market participation
  9. Preference for own savings to finance enterprises instead of credit from financial institutions
  10. Informality and home-based enterprises are mainly the result of a need to combine work and family responsibilities
  11. Limited vocational and technical skills may be caused by women’s lower educational attainment or social norms that limit their physical mobility
  12. Limited knowledge of government legislation and less experience on starting a business than men and compliance thus discouraged.
  13. Denial or limited ability to own assets and inheritance due to laws
  14. Lack of awareness of different financing programs by government
  15. Lack of awareness of IP protection
Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly. For any Legal and Accounting support, Happy to help you, let us talk.

Wait! Did you know? Not all innovations are ‘inventions’ Defining a Patent as per patent Act, a new product or process involving an inventive step and capable of industrial application.

Note: The patent application must be filed prior to any publication or public use. However, there is a 12-month grace period permitted in India when a person has made an application for a patent in a convention country and if that person or his legal representative (or his assignee) makes an application with respect to the same invention in India.

Situations when you cannot patent:

  • If the invention was known or used by any other person in India and/or outside India.
  • Public use or publication of the invention
  • Any earlier patent, earlier publication, document published in any country,
  • Earlier product disclosing the same invention, or earlier disclosure or use by the inventor

Inventions that are not Inventions:

  • A method of agriculture or horticulture;
  • A process for the medicinal or other treatment of human beings and animals; (iii)
  • A mere discovery of any new property, or new use for a known substance.
  • A mere use of a known process, machine, or apparatus
  • An invention which claims anything obviously contrary to well established natural laws.
  • Business Methods

Inventions that are patentable:

  • Computer Programme in combination with hardware
  • plants and animals in whole or any part including seeds, varieties and species and essentially biological processes for production or propagation of plants and animals
  • Mathematical or business method or a computer program per se or algorithms;
  • Literary, dramatic, musical or artistic work or any other aesthetic creation whatsoever including cinematographic works and television productions;
  • Method of performing mental act or method of playing game
  • Presentation of information;
  • Topography of integrated circuits
  • Product patents for pharmaceutical substances
To know about the process, checkout: Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly. For any Legal and Accounting support, Happy to help you, let us talk. 🙂

Contracts and Agreement, Contracts and Agreements, Contracts and Agreements, Start up Lessons
Basically, vendor is someone who provides you with a service or goods. For instance, a person providing house cleaning services is a vendor, a person supplying raw material for renovating your office is a vendor. The Vendor Agreement is therefore an agreement between you and a vendor that you have selected for the services that such vendor has to provide to you or goods that such vendor has to supply to you.

An SLA, i.e. service level agreement is a contract between a vendor and the end user that defines the standard level or quality of service expected from such a vendor. An SLA or Service Level Agreement will define the service levels that have to be achieved by a vendor and may also provide for remedies and penalties in the event of non-fulfilment of such service levels. Let me explain a bit more with a day to day example. For instance, an EduTech startup (say XYZ), that is outsourcing the textbooks production to a service provider, gets an vendor agreement with SLA included in it, then the SLA ( Service Level Agreement) related clauses would involve the following:
  • Delivery timelines
  • Minimum quantity of delivery within a mentioned duration of time
  • Critical delivery items (as in threshold meeting)
  • Meet the Standard of packaging
  • Monitoring and measurement of timelines and delivery thresholds.
  • Penalties and remedies for default items is mentioned
  • Termination right of XYZ for a continued breach/default of SLAs
With the above example, now you would be in a better position to decide whether or not you require SLAs (Service Level Agreement) to be included in your Vendor Agreement or Service Agreement.

Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly.

For any Legal and Accounting support, Happy to help you, let us talk at Wazzeer.


Business Registration, GST, GST, TAXATION

Did you know, VAT or the famous Value Added Tax was originally called as Sales Tax? This is an indirect applicable whenever there is goods and services sold by the company. This Tax is paid by the customer via producer to the state government. Business owner earning an annual turnover of more than Rs.5 lacs by supplying goods and services are liable for VAT registration.

VAT is levied both on local as well as imported goods. Similar goods and services are taxed equally and VAT is applicable at different stages of production. VAT made the game much fairer because now you will be taxed based on the type of goods and service rather than uniform rates. With VAT Registration, you will be saving on revenue which with previous sales tax regulations you possibly wouldn’t have.

Hey, but why should consumer pay for VAT?

VAT is a tax on consumption which is borne by consumers. It is applicable on 554 goods. VAT protects consumer from the cascading effect of the turnover tax which is tax on each sale with no credit for the tax paid at earlier stages.

Will I be taxed on capital input that I invest in my firm?

Look basically you have three tax variants:

1. Consumption variant-(not the capital that you invest is taxed, but the use of capital goods which produce consumer goods is taxed);

2. Income variant (depreciation on the goods is excluded);

3. Gross Product Variant (no exclusion, only goods that are used up currently are subtracted from the firm’s sale) And hence VAT payable = VAT on output (total value of sales) – VAT on input (purchases any paid by firm to produce)

Does the VAT in India differ from one state to another?

  • 0% VAT Rate:
For essential commodities like some of the goods like salt, Sugar etc.,
  • 1% VAT Rate:
For items, which tend to be highly expensive, like Gold, silver precious jewellery fall under this category of goods. Most Indian states have fixed VAT for these items at 1% of the amount.
  • 4-5% VAT Rate:
Most of the FMCG goods come under this category of VAT, like oil, coffee, medicines etc. is around 4-5% for most states in India.
  • General VAT Rate:
General VAT rates apply to goods which cannot be segregated and put under any of the above listed VAT categories. For goods like liquor, cigarettes etc. many governments charge high VAT rates of 12.5% or 14-15%.

When to file VAT Returns?

VAT Returns are filed every month or every quarter depending on the amount of VAT you pay. The normal rule is that if you pay less than Rs 15,000 for VAT every month, a VAT Return is to be filed every quarter. If your Input Tax is greater than your Output Tax you can carry over the difference as a credit to your next VAT Return. In certain circumstances, the VAT Commissioner may pay you any excess if he is satisfied that excess is a regular feature of your business.

What kind of proof do I have to show to the commissioner?

Haven’t you seen situations where, a small notice at billing counter at pizza hut stating that take food for free if no bill given?
Yep! That’s the best example, the seller should always have a copy of the bills to claim. For starting entrepreneurs, a Simplified Tax Invoice would be good enough that must include the following information:
  • Your name, address and TIN
  • Serial number of the invoice
  • Date of the invoice
  • Brief description of the goods and services supplied.
  • Total amount charged to the customer including VAT and
  • A clear statement that the price includes VAT.
To Read about the Process of VAT registration click here

To know the documents required for VAT registration click here

Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly.

For any Legal and Accounting support, Happy to help you, let us talk at Wazzeer.


License, Uncategorized
Baam! got an idea, incorporated my food startup, but what are the post incorporation compliance that I need to know to start my operations? Well, that’s a question that we at Wazzeer hope to solve. A quick checklist of license for Restaurants and Food Joints.

Food Safety License FSSAI:
Having this license in the restaurant, identifies your restaurant as one that meets the standards and guidelines under FSS act. Which means you are providing food safety and nutrition with your serving. This license is mandatory.

Trade License: You must take this license from municipal Corporation or health department of the state. This license provides you permission to trade the food products. Situations of food delivery is a common example.

Eating House License: You can acquire this license from police Commissioner of the location which is mandatory. ?This license guarantees the public visiting your restaurant, that the ambience is in good shape.

Liquor License: You can acquire this one from excise Commissioner, this would be a mandatory one for those of you who serve alcoholic beverages in the restaurant.

Approval or Re-Approval of Restaurants: This one is to be taken from department of Tourism of Government of India / Delhi Government, this grants you permission to acquire L-4 license.

Playing of Music in restaurants: You need to take this license from License Phonographic Performance Limited or Indian Performing Right Society. This is applicable if you have music playing in your restaurant.

Environment Clearance: This one is acquired from State Pollution Control Committee, this one is mandatory too.? This is more like guaranteeing the government that you are not doing anything that violates pollution norms.

NOC from Fire Department: You need to acquire this one from fire Department this is mandatory.

Weights and Measures: This one is acquired from legal Metrology Department, this one establishes standards of weights and measures, to regulate trade or commerce in weights, measures and other goods which are sold or distributed by weight, measure or number.

Lift License Concerned authority: This one can be acquired from Electrical Inspector, Office of the Labour Commissioner, this one is mandatory If lift is to be installed.

Employees State Insurance: You can get this one from Labour Commissioner which is again mandatory. Employee?s State Insurance (ESI) is a social security and health insurance for the employees of a firm. During his course of work, he along with his employer contributes towards ESI which provides him with security by protecting the employee during sickness, accidents, injury or disability.

Insurance: Insurance for Public Liability, Product Liability, Fire Policy Building & Asset can be acquired from Any insurance company and yes this is again mandatory.

Shop and Establishment Registration: You need to do this registration with the state government in labour department. This is to regulate conditions of work, and to provide for regulation of the employers and rights of the employees in un-organized sector of employment and other establishments.

Signage License Municipal Committee: This one is mandatory in some states and this one can be procured from state government. This one is applicable when restaurants use signage.

Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly.

For any Legal and Accounting support, Happy to help you, let us talk 


Business Registration, Healthcare Startup, Licenses, Start up Lessons
Economists can just turn the table, don’t they? When reports about Healthcare sector expecting to touch $158.2 billion by 2017 came up, entrepreneurs that always wanted to do something big in this sector felt unstoppable. Yes, you got the point! This blog is for all you fans that has been requesting me to write on the e-healthcare sector. So, let’s get on with the basics of starting healthcare business in India.
  1. Business Registration:
This is a must for startups in this sector and probably the first step for starting healthcare business in India. Since there are multiple players involved, raising funds is another major thing to be concerned about, therefore registering it as a PVT. LTD. Company makes sense for most entrepreneurs.
  1. Rules under the IT Act:
  • Data Protection: The patient must be informed that the data is being collected, purpose behind the same and whether it would be transferred to any third parties, along with the contact details of the agency collecting the information.
  • Follow the international standard IS/ISO/IEC 27001 on Information Technology
  • Appoint a ‘Grievance Officer’, whose contact details are to be published on the website.
  1. Privacy Policy:
It is mandatory for startups ( healthcare business in India ) to have a privacy policy in place and published on its website. Although a ‘privacy policy’ is technically a legal document, great effort should be made to craft a document that is both accurate and easy to understand.  
  1. Not to miss OSP Regulations:
If you are planning on starting healthcare business in India that will have Application based Services which includes telemedicine services, you will be required to be registered as an ‘Other Service Provider’  (OSP) with the Department of Telecommunications.  
  1. Abide by the rules of The Drugs and Cosmetics Act (this one is for e-pharmacies)
  • All drugs must be sold under a license. The Rules under this act clearly lay down which drugs can be sold only on the production of a prescription issued by a registered doctor.
  • Drugs which can be sold only on prescription are stated in Schedules H, H1, and X.
  1. The Drugs and Magic Remedies Act, 1954:
If you are going to send Advertisements (promoting anything) to registered medical practitioners and chemists after starting healthcare business in India, you can do only if your documents bear the words ‘For the use only of registered medical practitioners or a hospital or a laboratory’ at the top of the document.  
  1. Unsolicited Commercial Communications Regulations, 2007 and Telecom Commercial Communication Customer Preference Regulations, 2010:
Sending unsolicited commercial communications over voice or SMS are prohibited. However, there is no legal bar over sending transaction messages after starting healthcare business in India.
  1. The Clinical Establishments Act, 2010 (this one is for startups that have clinics as well): Registration with the relevant authority and conform to the minimum standards as prescribed under the act.
  1. Patent:
  • A computer program ‘per se’ is excluded from patentability under Section 3(k) of the Patent Act, 1970., provided it meets the other requirements of CRI.
  • Patents for software programs have been issued in the past where it involves a hardware component as well. If the technology/software fulfils these requirements, you could file for a patent and receive protection if the same is granted. 
  1. Copyright:
  • Software can be protected as a literary work under copyright law.
  • The idea would have to be expressed in some form of medium before it can be protected.
  • Clinical guidelines and data could be protected under the Copyright Act, only if it is expressed in some form of medium.
A2Z of starting a Healthcare Startup  
  1. Design:
Design protection would be the Graphical User Interface (GUI) of applications and the design of the devices and this can be protected under the Designs Act.  
  1. Trademark:
The ‘mark ‘ an e-Health application or device could be registered as a trade mark under the Trademark Act. 
  1. Trade secrets: You can protect the trade secret by signing a Non-Disclosure Agreements with employees to avoid information going out of your roof.
  1. Indirect Taxes:
  • Service tax is 14% payable by the service provider.
  • Value Added Tax (VAT) is levied on the sale of goods within a state and rates vary widely anywhere from 0%-1% to 4%-12.5%.
  • Central Sales Tax is imposed on the sale of goods during interstate trade or commerce.
  1. Corporate Tax
  • Indian residents are taxed on their worldwide income
  • Non-residents are only taxed on income arising from sources in India. 
  1. Follow the standards of NeHa:
NeHA is a promotional, regulatory and standards setting organization to guide and support India’s journey in e-Health. 
  1. Terms of service:
You are required to have the Terms of services document in place, that has all the required information about services like Age verification and other rules.  
  1. Payment Gateway Compliance:
It is mandatory for every ecommerce startup, on a similar line e-healthcare startups should consider doing the same.  
  1. Abiding International jurisdiction:
Every country has its own set of compliance that businesses outside the country should follow.  
  1. Cofounders Agreement:
Importance of having this conversation (or more likely, conversations) early on, explain why a founders? agreement is a valuable tool to maintain a healthy co-founder relationship. It is like defining your marriage with the fellow co-founder.  
  1. License Agreement:
Licensing agreements cover a wide range of well-known situations. For example, a retailer might reach agreement with a professional sports team to develop, produce, and sell merchandise bearing the sports team’s logo. On a similar note, when you provide license to doctors to use your app, it is important that you have a license agreement to support the same.  
  1. Contracts and Agreements:
To protect your relationship with partners or doctors on a long run. The doctors should be able to present the necessary credentials and certification and all these action items included in the contract or agreement would assure quality.  
Startup entails complex procedures and many bureaucratic hurdles, entrepreneurs are better off using professional services. Hiring a virtual lawyer and virtual accountant can save time and help ensure that the process goes smoothly.

For any Legal and Accounting support, Happy to help you, let us talk at Wazzeer.