Job title: Manager, Company Secretary & Legal
Job description: About the Role: The primary responsibility of the role will be managing all compliances with the Companies Act and related legislation, administering secretarial matters, shareholders communication and maintaining the highest levels of corporate gove
About the Role: The primary responsibility of the role will be managing all compliances with the Companies Act and related legislation, administering secretarial matters, shareholders communication and maintaining the highest levels of corporate governance In addition the role will also assist the Legal function with drafting contracts / agreements and any other matters that may come up from time to time. Secretarial functions: To ensure compliance of the provisions of Companies Law and rules made there-under and other statutes and by-laws of the company. To ensure that the business and affairs of the company are managed in accordance with its objectives contained in the articles of association and the provisions of the Companies Law. Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines. Assists in developing a corporate and social sustainability framework. Manages the Secretarial/Compliance Audit. Proper maintenance of books and registers of the company as required under the provisions of the Companies Law. Acts as the custodian of corporate records, statutory books and registers Drafting of Agenda, Notice and Resolution for the Board meetings, Committee meetings and for AGM (including Special Notices), Shareholders Meetings etc. To convene/arrange the meetings of directors, on their advice To issue notice and agenda of board meetings to every director of the company To record the minutes of the proceedings of the meetings of the directors. To maintain the register of members and index thereof the register of contracts the register of local members, directors and officers Register of deposits Register of contracts, arrangements and appointments in which directors etc. are interested. and facilitate share transfer process. Incorporation of Companies, Formation of Firm/ JVA appointment of Managerial Persons and all the matters related to managerial remuneration. Make necessary filings with RBI, ROC, MCA, Labour Law Authorities, and any other regulator. Compliance wrt Private Placement process, allotment process Handle ESOP compliances as per ESOP scheme & Companies Act. Update borrowing and lending agreements in line with RBI guidelines. Handle FDI & FEMA compliances, AIF regulations and any other regulations as may be applicable to alternative investment funds and its asset manager/sponsor from time to time Regular Company law compliances – Change in Directorship, Alteration of Memorandum of Association Change in Registered office etc. Coordinate with various stakeholders (Lenders, Investors, Third party Service Providers, Lawyers, Statutory Auditors, internal team members, Banks). Ensure timely compliance under Companies Act, 2013, Secretarial Standards, RBI, SEBI, AD Banks, other relevant authorities, NBFC guidelines, etc. of the Company as well as of the branches of the Company. Liaising with MCA, Registrar of Companies, SEBI, Stock Exchange and other regulatory/statutory authorities to ensure accurate understanding as well as smooth process to facilitate the implementation of compliances. Advising business and support functions on legal issues touching their day-to-day work, business of the Company, new developments in the field of law, Regulatory and statutory updates, Latest case laws, advising on Structured transactions and Review of Documents from time to time. Liaise closely with the legal/secretarial/finance teams at the group level, and provide support in key transactions of the group Should have exposure to handle group of companies. Preferably exposure to handle transactions during IPO. Legal and Compliance functions: Providing proactive legal advice and counsel to support the business in India Drafting and negotiating a range of commercial contracts, including day to day supply, procurement, distribution, sale & purchase and other agreements Drafting/vetting of documentation during fundraising and related documentation including term sheets, Shareholders Agreements and transaction documents pertaining to Securitisation Agreement, Direct Assignment, PTC transactions. Drafting/vetting of various agreements/documents like NDA, Lease Agreements, Leave & License Agreement, Channel Partner Agreements, Agency Agreements, Engagement letters, Management Representation Letters, Support Service Agreements. Drafting/Alteration of loan documents in connection with loans granted by the Company to its borrowers. Challenge the status quo and proactively take leadership of various innovative initiatives, connect relevant stakeholders, shape the strategy, and deliver outcomes satisfactory to stakeholders in a timely manner. Manage the legal processes for M&A activities and assisting the board with such activities. Oversee the legal aspects related to leasing and related services including vendor agreements. Engage and manage outside counsel including providing appropriate budgets for outside counsel and ground rules for the business on when and how to request outside legal services/support. Prepare & send legal notices to clients, filing of legal or civil case against debtors defaulting payments under Negotiable Instrument Acts, Arbitration and Insolvency and Bankruptcy Board of India Act and coordination with lawyers regarding the same. Legal Document Repository – Manage and oversee the Company’s commercial contracting purposes, including contract forms and legal contracts repository. Collaborate with stakeholders and account owners/departments to educate internal stakeholders on compliance, legal and data protection requirements and to continuously promote a culture of compliance, integrity and data protection internally. Qualifications / Requirements / Key Attributes: Company Secretary (CS) certification with valid license with 8-10 years of relevant PQE secretarial compliances preferably in a listed company Bachelor’s degree in law (LLB or JD) Flexible and ability to prioritize tasks and manage multiple tasks at single instance within compressed times. Self-driven, results-oriented with a positive outlook, and a clear focus on high quality and business profit. Mature, credible, and comfortable in dealing with senior company executives and the Board of Directors. Reliable, tolerant, and determined. Empathic communicator, able to see things from the other person’s point of view. Strong analytical and process skills Excellent oral and written communications skills in English and Hindi Team oriented – ability to motivate and work well with diverse, cross – functional teams Ability to work independently, takes initiative and work with some ambiguity Embraces out-of-the-box thinking in engaging and challenging teams when looking at challenges and opportunities and have the ability to work effectively under pressure.
Location: Bangalore, Karnataka
Job date: Thu, 03 Feb 2022 23:53:29 GMT
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