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Experience:
10 - 20 Years
Location:
Kolkata
Compensation:
Rupees 20,00,000 - 25,00,000
Education:
UG - Any Graduate - Any Specialization
PG - CS
Industry Type:
Glass
Role:
Head/VP/GM-Legal
Functional Area:
Top Management
Posted Date:
02 May
Desired Candidate Profile
The incumbent should be a Law graduate & qualified Company Secretary from a reputed institute / university.Ability to handle all Legal aspects related to manufacturing & coordination with External and internal legal counsels . The companies turnover is 500 crores.The candidate should have excellent communication skills, good knowldge of balaance sheet and secretarial requirements
Job Description
Secretarial
? Managing the Board and a number of Committee meetings which involves acting as a conduit between the Board / its various Committees on the one hand and SBU Heads / multiple functional heads on the other and handling all Audit Committee related compliances.
? Maintaining all statutory books and registers as required under the Companies Act, 1956.
? Maintaining and up-dating the secretarial database of the Company, its Subsidiaries and other group Companies.
? Drafting Minutes of meetings of the Board of Directors, Shareholders’ Annual General Meeting, Directors’ Report, Notices, Resolutions, etc.
? Managing Inspection conducted by the Officials of the Ministry of Corporate affairs under Section 209A of the Companies Act and organising Compounding of defaults pointed.
? Corresponding and communicating with Shareholders and authorities like Registrar of Companies, Stock Exchanges, SEBI, Financial Institutions, Banks, Reserve Bank of India etc.
? Handling Investor grievance in close co-ordination with the Registrar and Transfer Agent.
? Maintaining cordial relation with Shareholders and other outside Agencies viz. Officials of the Ministry of Corporate affairs, NSE, BSE, NSDL, CDSL, RTA to name a few.
? Close review and monitoring of compliances under various Corporate Laws and Investor Protection norms.
? Implementation, formulation and review of Corporate Governance norms and Code of Conduct, identifying and developing key compliance matters across the organization.
? Keeping a close tab on Capital Market movements and listing norms. Corporate Re-structuring through Mergers & Acquisitions, JV formation
? On hand experience on matters incidental to Acquisition & transfer of business Units both in India and abroad, drafting legal documents incidental thereto, organizing Due Diligence etc including structuring and negotiating commercial terms and conditions.
? Negotiating, structuring and implementing cross-border business investments, foreign collaboration.
? On hand experience on matters incidental to merger & amalgamation functionalities like formulating and drafting the scheme, co-ordinating with solicitors, stock exchanges, RTA, depositories, office of the liquidator, regional director, stock exchanges etc.
? On hand experience in setting-up of Joint Venture Company both in India and abroad involving finalization of Business Plan, Investment Plan, Loan and equity influx, Commercial Plan, drafting of various Agreements like Memorandum of Understanding, Shareholders’ Agreement, Technical Assistance Agreement, Shareholders’ Loan Agreement, Share Purchase Agreement, Asset Purchase Agreement, Shared Services Agreement.
Legal
? Handling the routine functions of an in-house legal department of the company.
? Assisting and briefing the company solicitors in various legal matters.
? Compiling and reporting case laws for ongoing legal matters.
? Assisting company solicitors in preparing drafts of various agreements, case papers including written statements, statement of claims, memorandum of appeal & applications, settlement terms and affidavit.
? Litigation management with 360 degree perspective, appearing in person before Civil & Criminal Courts, SEBI, CLB, Arbitrator, State Commission, Willful Default Committee of the Bank etc.
? Handling Arbitration cases both domestic and international (specifically under LCIA) including those initiated by Bank relating to sale of structured Derivative products and keeping track of the current legal cases.
? Pre-empting litigation through timely advise, negotiation and conciliation.
? Documenting and preparing cases and other legal works including opinions on different legal issues.
? Handling registration & renewal of Trademarks and protection of IPRs of the Company.
? Dealing with Credit Risk Insurance.
? Strategic improvisation to achieve the desired results especially in cases which suffer from inherent defects, overcome the crippling procedural constraints of the judicial system.
? Effective liaising with Statutory & Government Authorities to facilitate better communication and understanding and resolution of differences.
? Conceive, formulate and implement strategic solutions to legal issues. Advise and opine on the basis of true and correct interpretation of statutory provisions and judicial precedents. Vetting / Drafting / Documentation
? Drafting diverse intricate corporate and commercial agreements.
? Identifying legal risk associated in each commercial contract and taking appropriate steps to mitigate such risks to safeguard and protect Company’s property.
? Documents review and dove-tailing (efficiently and effectively review, organize and develop a synopsis of documents in preparation of negotiations e.g. business deals, corporate actions), due diligence, distil required information, create data base or undergo desired analysis from portfolio of documents.
? Juxtaposition of documents against industry standards, commonly accepted norms, product specifications, service levels, insurance coverage and similar other commercial and regulatory requirements. Experience & Exposure related to Fund Mobilization
? Negotiating and interacting with Banks and Foreign Financial Institutions on matters pertaining to term loan, equity participation and external commercial borrowing. Vetting and organising documentation pursuant thereto viz. security trustee agreement, unattested memorandum of hypothecation, director’s declaration, project funds and share retention agreement, subscription agreement, charge creation etc.
? Raising funds through FCEBs route, organising conduct of legal Due Diligence, vetting and finalisation of documents incidental thereto.
? Raising funds through PE route, negotiating indicative Term Sheet, SSA, SHA etc. IPO and Rights Issue
? Vetting of draft Public Issue documents, monitoring compliance.
? Advising clients on matters incidental to Qualified Institutional Placement, drafting of Preliminary Placement Document.
? Assisting solicitors in drafting of public offer document relating to Rights Issue.
? On hand experience relating to admission of equity & preference shares on the stock exchanges, approval of basis of allotment, handling post issue activities viz, release of 1% security deposit. Scouting for new Projects ? Scouting new projects other than the existing business line of the Company particularly power and cement.
? Negotiating with the Parties for transfer of Coal Blocks and mining lease rights and drafting MoU, SPA, Reconstitution of Partnership Deed.
? Negotiating with the Parties for transfer of limestone mining rights, negotiating for transfer of surface rights, purchase of land for the factory, drafting deed of reconstitution of partnership, acquisition of company.
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