Manager - Company Secretary & Legal
COMPANY SECRETARY RESPONSIBILITY:
• Organising meeting of the Board of Directors, Audit Committee and Shareholders
• Planning and identifying the issues to be taken to the Board/Committee and finalise the agenda.
• Organising and collecting information from Businesses supporting the agenda.
• Issue communications to Directors, and complete other arrangements.
• Make available to Directors all the information well in advance in order to help them in preparing for the Meeting.
• Ensuring smooth conduct of the Board Meeting.
• Recording the decisions of the Board and circulate to Directors, CFO and Legal. Record the final minutes in the minutes book and obtain Chairman's Signature within the stipulated period of time.
• Communicate the decisions of the Board to the Functional Heads and provide them necessary documentary assistance for implementation of the decisions.
• Follow-ups and updates on the implementations of the decisions.
• Maintain and updates from time to time Statutory Registers t maintained under the Companies Act, 1956.
• Deal with Registrar of Companies with regard to filing of various forms, returns and information as required under the Companies Act. 1956 and to ensure the full compliance.
• Handle Debt Syndication and Debt Restructuring Deal, co-ordinate with Banks/Financial Institutions for creation of securities in case of fresh funding and modification of securities in case of enhancement or part payments and satisfaction of charges created on the property in case of repayment of Loans/facilities within the stipulated time period.
• Dealing with Auditors of the Company during the finalisation of Accounts, provide them statutory registers for audit and resolve the queries raised during the audit.
• Handling work required for M&A, joint ventures, alliance, insurance and foreign collaborations the procedural and compliance part.
• Keep note of all new legislations being formulated by the government, amendment to the existing legislations, evaluation of the implications of new legislations, amendments on the company and its operations and notify the implications to the Management.
• Vetting of documents referred by the locations before execution.
• Responsible for internal control effectiveness monitoring for the processes in the domain of job responsibility of a compliance officer
Key Result Areas:
• Proper planning and smooth conduct of Board Meetings, Committees of Directors Meetings & Shareholders Meetings in compliance of Company Law provisions.
• Term Loan/Debentures documentations, vetting of loan agreements and discuss restrictive clauses with the Treasury dept., discussion with legal depts. of the banks/institutions.
• Creation of securities in favor of lenders in cost efficient manner resulting in stamp duty savings for the company.
• Complete the procedural aspect with regard to issue, allotment, admission to demat etc of securities/NCDs etc. within the stipulated time limit.
• Resolve outstanding issues with regard to creation, modifications and satisfaction of charges and have it recorded in the records of Registrar of Companies.
• Draw up Secretarial standards for the Company and implement the same.
• Resolve/close liaison office outstanding issues.
• Improvise the Legal compliance report format and introduce system to monitor the compliance part.
• Protect the interest of Shareholders, Directors and Officers of the Company
• Thorough understanding of legal and commercial implications of various JV agreements
• Identifying risks, Devising Plans to mitigate risks and take action
• Work closely with business leaders to provide quality, responsive and commercial legal advice
• Preparing Standard Contracts, & vetting contracts
• Preparing Leave & License agreements, Lease / Hire Purchase agreements.
• Sale and purchase agreements of the Company's properties
• Auditing & Monitoring compliance
• Handling legal cases as also defending various cases filed against the Company in various Courts in liaison
• with Solicitors and Advocates
• Patents, copyrights, IPR Issues (protection)
• Patents, copyrights, IPR Issues including software, & license agreements.
• Legal work related to IPR registration and protection
Qualifications, Experience & Skill Sets:
1. CS/ LLB First Attempt preferred with Minimum 5+ Years of Experience in Secretarial & Legal Matters with a Manufacturing Organisation or with a Leading Industrial Conglomerate and at least 4 years with a listed company & 5 years Post Qualification.
2. Management and organisational skills
3. Able to analyse and solve problems
4. Effective Document Management
5. Familiarity with information technology
6. Good communication and interpersonal skills
7. Discretion when dealing with confidential information
8. An understanding of the legal system as it affects business