Job title: Manager – Legal & Secretarial
Job description: At Bayer we’re visionaries, driven to solve the world’s toughest challenges and striving for a world where ,Health for all, Hunger for none’ is no longer a dream, but a real possibility. We’re doing it with energy, curiosity and sheer dedication, always learning from unique perspectives of those around us, expanding our thinking, growing our capabilities and redefining ‘impossible’. There are so many reasons to join us. If you’re hungry to build a varied and meaningful career in a community of brilliant and diverse minds to make a real difference, there’s only one choice.
Manager – Legal & Secretarial
- Provide strategic support to Company Secretary of Bayer CropScience Limited, a publicly listed company, to ensure high level of Corporate Governance.
- Officiate as Investor Relations Officer and Deputy Nodal Officer for shareholder base of approximately 60,000 and ensuring that shareholder queries /grievance are minimized and addressed timely.
- Leads execution of Corporate restructuring projects such as merger, demerger, slump sale etc. for Bayer entities in India and acts as representative of LPC in cross-functional team of the project.
- Responsible for transforming the Compliance Tracking Solution implemented for the entire Bayer Group pan India. Advising the senior management on good governance practices and ensuring that Statutory Policies of BCSL are regularly reviewed and kept updated.
- Responsible to implement and update Digital Solutions for tracking Statutory Compliances thereby increasing overall efficiency in handling matters viz E-Board Meeting, Insider Trading Tracker etc.
- Drafting and vetting the Annual Report of the Listed Entity and work in close collaboration with cross-functional internal and external teams for finalizing the Annual Report of BCSL AGM activities.
- Conduct detailed analysis of new corporate laws applicable to the Company along with the impact of the changes in the new law for the entity and create timely awareness among right stakeholders.
- Independently handling the Corporate Secretarial Activities of Monsanto Holdings Private Limited (MHPL) as Company Secretary of MHPL and report compliances to Head of Corporate Governance, India.
- Exhibit leadership qualities in leading compliance of all statutory laws for all Bayer entities in India and mentor trainees and providing them with necessary insights for them to accomplish their tasks.
YOUR TASKS AND RESPONSIBILITIES:
Corporate Secretarial Support to the Company Secretary of BCSL
- High end support to the Company Secretary of BCSL in convening & smooth conduct of Board & Committee meetings by preparing the Agenda, detailed Board Notes, necessary presentation, uploading Board notes & agenda on the e-meeting application & timely dissemination to Board.
- Act as Investor Relations Officer and Deputy Nodal Officer for shareholder base of approximately 60,000 and ensuring that shareholder queries /grievance are minimized and adequately addressed.
- Ensure that all statutory filings with the Registrar of Companies/BSE/SEBI is done as per the relevant provisions of the Companies Act 2013 in a timely manner.
- To closely monitor the threshold limits of the Related party transactions in co-ordination with the business requirements. Whenever there is a possibility of the transaction limits being exceeded, to get in touch with the respective departments and gather information and inputs for the estimates and prepare a detailed note for seeking the Audit Committee approval for increasing the threshold limits.
- To take lead in the drafting and collating the Annual Report of BCSL – Notice, Board Report, BRR, CG Report and connecting with various internal stakeholder for the Annual Report and act as a SPOC to ensure that the AGM and pre and post AGM activities is conducted seamlessly
- Critically analyse Regulatory updates and changes as applicable to Corporate Secretarial and prepare an impact analysis & providing necessary guidance to management on making appropriate changes to the Statutory Policies thereby eliminating any future issues in the regulatory front
- To ensure that all the secretarial records of the Company are kept as per Companies Act, Secretarial Standards and SEBI guidelines, which in turn will led to minimalistic audit points in the secretarial audit.
- Single point of contact for providing the necessary documentation for secretarial audit and statutory audit of BCSL and ensure that all the ueries are correctly addressed with respect to the corporate secretarial related points.
Lead Secretarial functions for Monsanto Holdings Private Limited:
- To act as Company Secretary of MHPL in line with Companies Act, 2013
- Ensure highest standards of Corporate Governance by following compliance of Corporate and other applicable laws applicable to above
- legal entities
- Analyze legislation concerning Corporate Governance framework and guide board of directors and committee members of above legal entities.
- Organize board meetings of both legal entities and ensuring the proceedings of MHPL are conducted as per the requirements of the Companies Act, 2013.
- Ensure timely filing of statutory forms & returns with Ministry of Corporate Affairs and maintain statutory records in line with applicable legislations.
Project Lead – We Comply – Compliance Tracking Solution:
- To closely monitor the live We Comply tool on a regular basis and ensure that all the respective departments report the relevant compliances in the system. And to facilitate any changes required by the respective departments for their compliances mapped into the system vis-a vis any change in the names of the performer etc. by closely co-ordinating with the support team of Legasis.
- To report the status of the compliances to the top management of the Company on a quarterly basis.
- To integrate the applicable compliances of Monsanto group of companies with the We Comply tool.
Leading Corporate Restructuring Projects:
- To handle the mergers or Corporate restructuring of Bayer entities in India and ensure that all the operational activities viz. BSE application, if any, NCLT petition and application, postal ballot, NCLT convened meeting, submission of documents to statutory authorities is done in strict timelines and ensured that the listing and trading approvals for the new shares is received timely.
- Independently handle the open offer project from corporate secretarial side. Work in close co-ordination with the law firms and merchant bankers, to provide comments for finalization of the DPS, DLOF, LOF, Escrow Agreement and ensured that all the discussion points are highlighted and closed post discussion with various parties.
- Independently handle Buyback project and preparing a detailed checklist for the Postal ballot process as well as the Buyback process as per SEBI guidelines.
- To Work in close co-ordination with RTA, Merchant banker to ensure that the Letter of offer and other documents with respect to buyback is complete in all respects.
- To ensure that dispatch of the letter of offer to the shareholders through email and post as per statutory timelines.
- Independent handling of all the ROC filings, BSE filings for the Buyback project from the corporate secretarial department.
IEPF and Insider Trading Monitoring Tool:
- To ensure that the dividend transfer/share transfer to the IEPF account is done within the timelines, as a Deputy Nodal officer for the IEPF share transfer, work in close co-ordination with the RTA and Depositories and ensure that the share transfer to the IEPF account is done within the timelines and process provided by the IEPF authority. Verify the claims received from the investors and ensuring that the online verification forms is submitted within the timelines. Ensure that all the information for the IEPF forms is collated and filing done as per the statutory timelines.
- Take initiative and modify the Prevention of Insider Trading Policy and made changes as per the industry standards so that the code becomes even more effective and the number of designated employees is reduced which would ensure close monitoring of the Insider Trading policy. Implemented Insider Trading monitoring tool thereby helped the organization attain efficiency, reducing manual maintenance of registers. Online monitoring and database in line with the SEBI requirements. To Integrate the designated employees of legacy Monsanto so the monitoring is done using the Insider Trading monitoring tool.
- Awareness Session on Insider Trading Regulations to all the Designated Persons thereby ensuring that the Company and its employees are made aware of the risk and all applicable compliance requirements are been adhered to for a sensitive topic of Insider Trading.
Policies as per Statutory Guidelines:
- To regularly monitor the laws and make necessary changes in the existing statutory policies of the Company to bring them in line with the changes in the law
- To prepare new policies as and when required by the new enactments and get the same approved by the Board.
- To handle shareholder queries with respect to BCSL and provide them with adequate solutions and to co-ordinate with RTA so that all shareholder queries and issues are resolved effectively and in a timely manner.
- To serve as an Investor Relations Officer of the Company and to provide grievance redressal mechanism for the shareholders and work in close co-ordination with the RTA to satisfactorily address the investor issues & grievances of all the shareholders of the Company. Responsible as a Deputy Nodal Officer for IEPF and ensure that the IEPF claims & related statutory compliances are adhered in an effective and efficient manner thereby reducing shareholder grievances.
WHO YOU ARE:
- Qualified Company Secretary from Institute of Company Secretaries of India possessing more than 5-7 years of experience
- Degree in law from a reputed university possessing experience of more than 3 years
- Experience in the field of handling compliances and preferably having thorough understanding of laws applicable to Life Science Company
- An individual with the personal confidence, legal acumen and decision-making skills
- An individual having the right mindset and putting self in the shoes of the business and its customers, actively listening and engaging, taking time to build relationships, sharing openly, taking responsibility with transparency and integrity, speaking out and applying excellent judgment.
- Ability to lead and manage the projects independently
- Advance ability to train and lead presentations on various legal matters with Bayer colleagues and management
- Good interpretation skills and ability to efficiently work in cross-functional teams
- Ability to manage external stakeholders.
- Role model in business integrity and ethical behavior
- Solid time management, prioritization, and organization skills
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Bayer is an equal opportunity employer that strongly values fairness and respect at work. We welcome applications from all individuals, regardless of race, religion, gender, age, physical characteristics, disability, sexual orientation etc. We are committed to treating all applicants fairly and avoiding discrimination.
Location: India : Maharashtra : Thane
Division: Enabling Functions
Reference Code: 559359
Location: Thane, Maharashtra
Job date: Sat, 29 Jan 2022 02:32:01 GMT
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