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A highly efficient and competent individual with an ability to ensure that a company complies and operates in accordance with statutory provisions. Having excellent organizational skills, highly efficient and methodical with a good eye for details with an ambitious company that offers opportunities for career development and advancement.
A highly efficient and competent individual with an ability to ensure that a company complies and operates in accordance with statutory provisions. Having excellent organizational skills, highly efficient and methodical with a good eye for details with an ambitious company that offers opportunities for career development and advancement.
A highly efficient and competent individual with an ability to ensure that a company complies and operates in accordance with statutory provisions. Having excellent organizational skills, highly efficient and methodical with a good eye for details with an ambitious company that offers opportunities for career development and advancement.
Mobile No.:91-9717470737 e-mail: tarun0026@gmail.com;
Personal Summary: A highly efficient and competent individual with an ability to ensure that a company complies and operates in accordance with statutory provisions, having deep knowledge of and keen to find a challenging corporate regulatory, capital markets, economic laws, banking, legal & drafting, financial management and taxation aspects. Having excellent organizational skills, highly efficient and methodical with a good eye for details with an ambitious company that offers opportunities for career development and advancement.
Qualification (Academic/Professional):
Degree/Course University/I nstitution Year of Passing LL.B. Faculty of Law, University of Delhi, New Delhi-110007 August, 2012 Company Secretaryship The Institute of Company Secretaries of India, New Delhi- 110003 December, 2008 Bachelor in Commerce (Honours) Sidhu Kanhu Murmu University, Dumka (Jharkhand) November, 2005 First Division (67.125%)
Computing Skills: 1. Certificate in MS-office & Internet 2. Certificate in Tally Accounting 3. Working experience on "Oracle Financial Accounting System". 4. Working experience on CMS Accounting System.
Areas of Expertise: Company Law / Company Secretarial including foreign Corporate Laws. Corporate Restructuring/ Amalgamation/ Slump Sale, etc.
Strategic Planning & Corporate Restructuring/International Joint Venture Issue Management/Capital Market/Listing Agreement/ SEBI Economic Laws : FEMA Act, 1999 /RBI; IDRA Act, 1951; MSMED Act, 2006; IPR (Trade Mark), etc. Due Diligence in relation to Corporate laws/ FEMA/ Depositories Act/ Banking, etc. Risk Management/ High Risk Audit Taxation: Transfer Pricing, Tax deduction at source, Special Valuation Branch (Customs), reply/Appeal regarding taxation matters, etc. Corporate Banking & Charge Management National Housing Bank Compliances & Assets Liabilities Management (ALM) Litigations/proceedings before Courts & Quasi-Judicial Authority Finance & Accounts General & Commercial Laws Electricity Regulatory Laws Drafting of Statutory/Non-Statutory documents Immigration Laws Environmental/Pollution Laws including preparation of ENVIRONMENTAL IMPACT ASSESSMENT REPORT. Industrial & Labour Laws including Plant/Factory Set up in India. Co-ordination and liaison with Statutory authorities & Non Statutory entity Preparation of MIS & other necessary reports
Working Profile/Experience: [Total Experience: 5 years and 9 months]
Present Position : Company Secretary cum Head (Legal) (December, 2012, to till the date)
Company : Munjal Kiriu Industries Private Limited (A JV of Hero Group, India; Sumitomo Corporation, Japan, & Kiriu Corporation, Japan)
Hero Group ranks among the top 10 Indian Business Houses. The management style of the Hero Group has been acclaimed internationally by leading management institutions like INSEAD (France). London Business School, UK. Based on a world-wide study, the World Bank has acclaimed Hero Cycles as a role model in vendor development.
Sumitomo Corporation, Japan, the fortune 500 company, is recognized as one of Japans largest trading house, with its global network in more than 170 countries.
Sector/Industry : Manufacturing/Automotive
Profile : Responsible for overall legal compliances including the Companies Act, 1956; the Depositories Act, 1996; Economic Laws such as FEMA Act, 1999; IRDA Act, 1951; SICA(Repeal) Act, 2003; Corporate Restructuring/Joint Venture, and other laws/matters including taxation such as Transfer Pricing, Special Valuation Branch(Custom), IPR (Trade Mark),etc.
Coordinating and liaisioning with Banks for Banking operation and also with the Government offices.
Handling litigations/proceedings before High Court/Civil Courts /Tribunal/Conciliation Officer, etc. in relation to Industrial & Labour laws & N. I. Act, 1881, Code of civil procedure Code, 1908, Electricity Regulatory statutes, etc. including compounding of offences before CLB/RBI.
Also drafting on different aspects of legal & commercial documents.
Also responsible to ensure overall compliances and assess the risk as the LEGAL HEAD of the Company under all statutes including Industrial & Labour laws, Environmental Laws, Finance & Accounts, and other departments including updation of new enactments to all department concerned relating to risk management.
CORE COMPETENCIES/EXPERTISE
I. TO ENSURE OVERALL COMPLIANCES UNDER THE COMPANI ES ACT, 1956/COMPANY SECRETARI AL INCLUDING THE FOREIGN COMPANY LAWS/THE DEPOSI TORI ES ACT, 1996, AND OTHER ALLIED LAWS:
Convening & holding of the Board/the Committee meetings thereof and General Meetings/AGM (Physical & through Video Conferencing facilities) including passing of resolution by circulation. Drafting of Annual Report including the Directors Report, Chairman Speech and Management Discussion & Analysis Report, etc. Preparing and maintaining/updating of Statutory and Non-Statutory Registers & Records as per the Companies Act, 1956. Compliances under u/s-274/297/299/314/314(1A) & (1B) of the Companies Act, 1956. Appointment/reappointment of Directors/Managing Director. Incorporation of company, Change of name/objects clause, Increase in authorized share capital, etc. Filing of various e-forms including annual filing with ROC/RD/MCA. Arrangement for dividend payout; and preparation of Undelivered & Unclaimed Report and annual filing thereof; and transfer of the unclaimed amount to Investor Education & Protection Fund Account u/s 205 C of the Companies Act, 1956. To ensure compliances related to holding and subsidiary, or associate, or companies under the same management. Dealing with Internal/Statutory (KPMG)/Cost Auditor/Secretarial Auditor/Independent Auditor/System Auditor/High Risk Exposure Audit, etc. Easy Exit Scheme and Fast Track Exit Scheme for defunct companies and revival of dormant companies. Representation services before CLB/RD/ROC. Others: All other matters & resolutions relating to functioning of the Company such as Action Taken Report (ATR), advise/update to the Board on compliance issues.
I I . I SSUE MANAGEMENT/ CAPI TAL MARKET/ SEBI / LI STI NG AGREEMENT:
Issue and allotment of Preferential and Rights shares in demat (around 37 crores in two tranches) as well in physical form and coordination/liasioning with NSDL and RTA. Issue of duplicate share certificates including transfer/transmission, Dematerialization of shares. SEBI (ICDR) Regulations regarding I nitial Public Offer (I PO) upto preparation of DRHP. Listing Agreement compliances including the Corporate Governance, Private Placement of Bonds/Debentures listed on NSE/DSE, Interest payment process, put and call option, redemption of Bonds/Debentures, etc. in relation to Rs. 7,500 Crores debentures/bonds under the Listing Agreement and SEBI(ILDS), 2008/the Regulations thereof;
I I I . STRATEGI C PLANNI NG I NCLUDI NG CORPORATE RESTRUCTURI NG/J OI NT VENTURE On hand experience in setting-up of Joint Venture Company involving finalization of Business/commercial Plan, drafting of various Agreements like Memorandum of Understanding, Shareholders Agreement, Share Purchase Agreement, Technical Assistance Agreement, including the modification(s) thereof, etc. On hand experience on matters incidental to acquisition/takeover of existing companies and/or transfer of business Units/Industrial Undertaking (slump sale) in India, sale of the Company, private arrangement, private placement, etc. including drafting legal documentation incidental or ancillary thereto including due diligence concerning thereto. Amalgamation/Merger/Demerger: Preparation of Regional Director (RD) Report.
I V. COMPLI ANCES UNDER ECONOMI C LAWS:
FEMA (RBI)/FDI Policy To ensure compliances under Foreign Exchange Management Act, 1999/ Foreign Direct Investment Policy with Reserve Bank of India in relation to swapped loan/External Commercial Borrowings (ECB), Shares subscription, Shares transfer, Annual filing, Downstream investment compliances with FIPB, remittance to non-residents, Import of machinery, reply of RBI letters and personal appearance, compounding, etc.
Industrial (Development & Regulation) Act, 1951/MSMED Act, 2006/Industrial Policy This is related to filing/compliances of Industrial Entrepreneurs Memorandum (IEM)/Industrial License (IL), Monthly Production Report, Change in name/ ownership of and effecting substantial expansion/manufacture of new article(s), etc., with SIA-DIPP, Ministry of Commerce & Industry, Government of India under IDRA Act, 1951.
Electricity Regulatory Statutes To keep close views on electricity regulatory orders pronounced by Regulatory Commission/Authorities, preparation & filling of petition before HERC, etc.
Intellectual Property Laws & other Statutes This is related to registration of Intellectual Properties Rights (Trade Marks), compliances under the Competition Act, 2002, etc.
V. TAXATI ON: Customs (Special Valuation Branch); Transfer Pricing Analysis; Tax Deducted at Source (TDS); Filing of Forms; and calculation & payment of advance tax & audit u/s44 AB of the Income Tax Act, 1961; Co-ordination and liasioning with tax consultants in related to Departmental appeal and CESTAT. Also procedural compliances regarding registration with Sales tax & Excise Department. Drafting of reply/appeal before Excise/Service tax authority.
VI . CORPORATE BANKI NG (LOAN DOCUMENTATI ON) AND CHARGE MANAGEMENT I NCLUDI NG CREDI T RATI NG COMPLI ANCES;
Opening & closing of the Bank, negotiating and availing of working capital/term loan facilities, switchover of loan, Bank Guarantee; and loan documentation. Charge management: filing of creation/modification/satisfaction of charges in relation thereof with ROC. Co-ordination and liasioning with Banks & Credit Rating Agency in relation to the aforesaid Banking operations.
VI I . FI NANCE & ACCOUNTS; Compilation & finalization of Profit & Loss A/c and Balance Sheet of the Company; Entries in ORACLE FINANCIAL/TALLY accounting Systems. Reconciliation of accounts, etc.
VI I I . NATI ONAL HOUSI NG BANK (NHB) COMPLI ANCES Compliance with National Housing Bank (Regulator of HOUSING FINANCE COMPANIES): Preparation and submission of: National Housing Bank(NHB) compliances-Monthly/Quarterly/Yearly on liquidity; Assets Liabilities Management(ALM)-Half/Annually; and NHB Inspection Report.
I X. LI TI GATI ONS; Co-ordinating/liasioning with advocates on legal issues/litigations before the High Court/Civil Court/Labour Courts/Tribunal, etc. under Civil, Criminal, Negotiable Instruments Act, labour laws, and quasi-judicial nature proceedings under Taxation laws. Preparation of MIS Report on proceedings before the Statutory Authorities and keeping systematic records of the same in Database. Compounding Proceedings before CLB/RBI. Representation services before RBI/Collector of Stamp/ RD/ROC/ Conciliation Officer/ Collector of Stamp/other quasi-judicial bodies. Handling the routine functions of an in-house legal department; and advises & opine on the statutory provisions and judicial precedent and reporting case laws for ongoing legal matters. Drafting & vetting of petition, written statement, issue of notices, Legal Report/Opinion, etc. Preparation of overall legal proceedings Report and reporting to the Board (monthly & quarterly basis).
X. DRAFTI NG & VETTI NG OF STATUTORY & NON-STATUTORY DOCUMENTS; Identifying legal risk associated in each commercial contract and taking appropriate steps to mitigate such risks to safeguard and protect Companys property. Drafting of Joint Venture Agreement, Non-Disclosure (Confidential) Agreement / Mutual Confidentiality Agreement, Service/Job Work/Outsourcing Agreement, Master Supply Agreement/Master Sale and Purchase Agreement/Master Services Agreement & Addendum thereof, etc. Drafting of the Company Rules, Compliance Policy, Industrial Standing Orders, etc. Drafting of Affidavit, Indemnity Bond, Declaration, Undertaking, Memorandum of Understanding/Term Sheet, Power of Attorney, Leave & License agreement, Rent/Lease agreement, Hire Purchase Agreement, Surety Bond, Bank Guarantee/Counter Guarantee, Tripartite Agreement, Manpower Agreement, Settlement Agreement, etc.
XI . LI ASI ONI NG AND CO-ORDI NATI ON WI TH STATUTORY AND NON-STATUTORY AUTHORI TI ES I NCLUDI NG:
With suppliers/customers at the initial point of negotiation such as NISSAN Motors, Renault, Maruti, Suzuki, Escorts, Honda, Tecumseh, GM Motors, Harley Davidson, etc. With Directorate of Industries/DIC; Ministry of Statistics & PI- GOI, Labour Authorities, etc. With ACMA, GCC, CII, ASSOCHAM, Haryana Environmental Society, etc.
XII. ENVIRONMENTAL/POLLUTION LAWS:
Ensure compliances under the environmental/pollution laws including consent management. Preparation of Internal Environmental Impact Assessment Report in the line of National Environment Policy, 2006.
XIII. INDUSTRIAL & LABOUR LAWS AND MIGRATION LAWS:
Compliances under the Industrial & Labour Laws. Setting-up factory/plant in India. Also documentation of Employment Visa/Business Visa/Visa Extension/Exit Visa and registration with FRRO/FRO, Ministry of External Affairs.
XIV. Compliances under General & Commercial Laws, Minor Acts including compounding before the Collector of Stamp, etc.; and
XV. MIS Report, Presentation Material and other reports for the corporate reference & review.
PREVI OUS EMPLOYMENT:
Position : Company Secretary cum Manager (Legal)- Appointed as the first Company Secretary (November, 2011 to December, 2012) Company : Magnum MI Steel Private Limited (A Joint Venture of Magnum, India; Marubeni-Itochu Steel Pte. Ltd., Singapore; and Marubeni- Itochu Steel Inc., Japan)
Subsidiary company: Magnum MI Unai Press Parts Private Limited (A JV of Magnum MI Steel Private Limited and Unai Metal Industries Co., Japan).
Sector : Manufacturing/Automotive/White goods
Profile: Responsible for overall compliances under the Companies Act, 1956/Company Secretarial including the foreign Company laws, setting of Joint Ventures and plant/factory in India. Compliances under the Economic Laws such as FEMA (RBI)/FDI Policy, Industrial (Development & Regulation) Act, 1951/ MSMED Act, 2006/Industrial Policy, Intellectual Property Laws (Trade Mark) & other Statutes including banking &charge management. Also accountable for drafting commercial documentation, litigation management, migration laws, industrial & labour/environmental laws compliances, co-ordination & negotiation with customers, Chamber of Commerce, ACMA, etc.
POSITION : COMPANY SECRETARY- APPOINTED AS THE FIRST COMPANY SECRETARY
(DECEMBER, 2010 TO NOVEMBER, 2011) Company : Cargo Planners Limited
Sector/Industry : Service/Cargo/Travel
Associate Companies: Travel Planners Limited and Transport Planners Limited
Profile : ensure overall compliances under the Companies Act, 1956/Company Secretarial; SEBI (ICDR) Regulations regarding I nitial Public Offer (I PO) upto preparation of DRHP, Banking & Charge management, drafting, Finance & Accounts including compilation & finalization of Profit & Loss A/c and Balance Sheet of the Company, taxation, etc.;
DESIGNATED AS CS MANAGEMENT (PRACTICAL) TRAINEE October, 2010 Organisation: Registrar of Companies, National Capital Territory of India, Ministry of Corporate Affairs
Assignment Handled
1. Master data updation, Issue of Notices, Form Approvals, Certification of documents, etc. 2. Amalgamation/Merger/De-merger: Preparation of Regional Director on the same.
DESIGNATED AS CS (MANAGEMENT TRAINEE) June, 2009 to September, 2010 Company: Housing & Urban Development Corporation, Lodi Road, New Delhi (Completed training in Resource Mobilisation Wing & Company Secretarial Wing, in HUDCO, a leading financial institution u/s-4A of the Companies Act, 1956)
Sector/Industry: Public Financial Institution/Housing Finance Company/Construction/ Consultancy.
Assignment Handled: Listing Agreement compliances, National Housing Bank Compliances, Finance & Accounts including taxation, classical company secretarial functions, etc.
Personal: Date of Birth - 12-02-1982 Father's Name - Shri R. N. Singh Strength - Creative, Challenging & Dynamic Address - K-26, Mahipalpur, New Delhi-110037 References - To be provided on request.
"The Language of Business: How Accounting Tells Your Story" "A Comprehensive Guide to Understanding, Interpreting, and Leveraging Financial Statements for Personal and Professional Success"
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