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30 Jun 2022

RkSJ

Chief Legal Officer & Company Secretary

Mumbai

20-25 Years

Legal Counsel, investor relations, Legal Drafting, Company Secretary, Corporate Law, Litigation, SEBI, Legal Documentation, Contract Drafting

Job Description

Post: Chief Legal Officer & Company Secretary
Qualification: ACS , LL.B , LL.M
Experience: 20 to 30 years
Location: Mumbai

CHIEF LEGAL OFFICER AND COMPANY SECRETARY
AT MUMBAI (WESTERN SUBURB)
(Confidential Opportunity At A Well-Respected & Diversified Industrial Group)

Role: 
  • Providing Overall Strategic Leadership and Managing All Leading Legal, Contracts management and negotiation, 
  • Drafting, Litigation, Legal compliances, Company Secretarial Corporate Compliance, Governance, Listing requirements, Investors Relations, Services, 
  • Dealing with Lawyers, Government and Regulatory authorities, Inhouse Legal Advisory, and Business Support, etc. at Group Corporate level.
Job description
Major Job Responsibilities:
I) Legal Affairs & Contract Management:
1. Evolving Legal Strategy, Planning, Policies & Processes, SOPs, etc.:
2. Contract Management & Legal Documentation, Legal Drafting, Vetting of All Contracts, and Commercial Deals, Transactions:
Review, Drafting, Vetting of Legal Documents; Contracts Negotiation, Transaction Structuring; Closing Deals for a variety of Legal & Commercial Agreements, Contracts, including:
  • General Business Contracts and Agreements, MOUs, Commercial deals, Employment agreements, non-disclosure agreements, power of attorney etc., for various business purposes.
  • M&As agreements: M&A, merger, demerger, acquisition agreements, joint venture agreements, shareholders agreements, share purchase agreements, share subscription agreements, investments, divestment agreements, non-compete agreements, etc.
  • Financing Agreements: Loans and Security related documents (e.g., Term-sheet, Facility agreement, Mortgage, Hypothecation deeds, Guarantee, Escrow agreements) for raising Bank Working capital finance, Terms loans, Project finance, ECBs, NCD, Bonds, etc. from Domestic, Foreign Lenders; Negotiations and closing such transaction documents with the Lenders lawyers.
  • Land Acquisition & Sale agreements; Real Estate Purchase and Sale Agreements; Real Estate Leasing Agreements; Real Estate Stamp Duty and Registration matters.
  • EPC and Project Construction related agreements
  • Facility Operation & Maintenance Agreements, etc.
3. Appointment and Dealing with Lawyers & Counsels: Working on various legal, business commercial transactions; consulting and dealing with prominent lawyers, counsels - to review the commercial agreements, transactions, legal cases; and to appropriately negotiate and effectively deal to ensure that the companys interests are protected.
4. Arbitration & Litigation: To represent the company, protect the companys interest and manage all arbitrations and litigation matter (civil, commercial, and criminal at honourable courts, tribunals, appellate authorities, and other judicial, semi-judicial forums.
5. Due Diligence: Handling due-diligence for Financing transactions; Land Acquisition, Sale Transactions; M&A transactions; etc.
6. Govt. Liaison & Dealing with Regulatory Authorities; Representations, and Policy Advocacy: Make applications, submission and follow-up for obtaining desired permissions, licenses, concessions. Liaise, represent, and deal with various government & regulatory authorities.
7. Policy Advocacy: Representing the companies with appropriate government, regulatory authorities and decision makers for appropriate and business friendly policies.
II. Company Secretarial, Corporate Governance and Compliances:
Overseeing Company Secretarial Matters & Corporate Compliances:
  • All Company Secretarial and Statutory Compliances with the Company Law, and Corporate Legislations, including FEMA.
  • Due compliance with the Corporate Governance norms, listing rules, and other Reporting, Disclosure requirements under the corporate laws and/or the rules and regulations prescribed by Stock Exchanges and SEBI, including the Listing Agreements and the SEBI’s regulations, including (Listing Obligations and Disclosure Requirements) Regulations, Prevention of Insider Trading, etc.
  • Compliance with rules for directors’ appointment and remuneration.
  • Compliance with rules for inter-corporate borrowings and investments.
  • Updating and maintaining the statutory registers.
  • Convening, conducting, and professionally managing the Board and Shareholders meetings (AGMs, EGMs) matters – arranging meetings, preparing & issuing notice, agenda, circular resolutions, arranging voting, polling, taking meeting notes and drafting minutes, resolutions, directors report, annual reports; and where required filing resolutions with ROC where required.
  • Liaison & dealing with Registrar of Companies (ROC); and complying with all ROC, MCA filing -filing requirements - filing of various routine Forms, Resolutions, Returns, Annual Return filing, as well as Annual Audited Accounts in XBRL in a properly and timely manner.
  • Preparation, printing and publishing of Annual Report of Board Directors with accompanying Annual Accounts and other reports.
  • Security creation; and registration and satisfaction of Charges for borrowings.
  • Overseeing and ensuring smooth functioning of Investors Services, in coordination with the outsourced agencies (like Registrar & Share Transfer Agents)
  • Managing Corporate Actions like Dividend payout, and Share split, and Issue of securities, with due compliances, etc.
  • Professionally Managing Investors Relations, and tactfully handling and satisfactorily resolving Investors’ Issues, Grievance, Complaints.
  • Liaison with government and regulatory bodies, authorities (like ROC, MCA, CLB, NCLT, SEBI, Stock Exchanges, and others), as required.

30 June 2022

RkSJ

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