Zaggle – Company Secretary – Legal & Compliance (5-15 yrs)
As a company secretary, you’ll need to ensure a company complies with financial and legal requirements, as well as maintaining its high standards of corporate governance. Although not strictly required to provide legal advice, you’ll also need to have a thorough understanding of the laws that affect your areas of work.
Job Location – Hyderabad (Hitec City)
Work Days – Mon – Fri
Experience – 5 Plus Years
– CS + LLB – Preferable
Must have – Candidate to have prior work experience of working with a listed company and NBFC for 2-3 years
Brief on the Roles and Responsibilities
I. Companies Act, Listing agreement and SEBI guidelines:
A. Responsibilities under Companies Act, 2013 and allied laws and rules:
– Responsibility towards pre-arrangement and conduct the Board, Shareholders & Committee’s meetings and to follow detailed compliances as listed in Companies Act/ Secretarial Standards and Preparation and maintenance of Minutes and resolutions thereof;
– Update and guidance to the Board/Shareholders of the Company with regards to their duties, responsibilities and power laid down under Various Acts, which is required in ensuring the compliances and also necessary for Corporate Governance as whole;
– Managing all Corporate Secretarial matters i.e Compliance relating to change of name, alteration of object clause of, alteration of Memorandum and Article of Association of the Company and share capital and procedure required for shifting of Registered office of the Company, removal of Director, Appointment/resignation of Director of the Company etc. in accordance with the provision of Companies Act, 2013 and filing of various forms/returns/records with the Registrar of Companies.
– Preparing Annual Reports encompassing Directors reports, Corporate Governance Reports, Management Discussion & Analysis reports and maintaining & updating various statutory register/records of the Company;
– Incorporation of Companies and obtaining other approvals and licenses required as to commence the operations of the Company;
– Research and advice on various provision of the Companies Act, 2013 and allied laws as applicable to the Company.
B. Drafting of petitions and agreement under the Companies Act, and allied acts:
– Merger & Amalgamation compliances under section 391 to 394 of the Companies Act, 1956;
– Associated in drafting of scheme of amalgamation/arrangement, Limited Liability Partnership agreement and other merger and compromise scheme document;
– Drafting of Memorandum and Article of Association of the Company as per the client’s requirement and within the stipulated guidelines issued under Companies Act.
C. Listing agreement, and allied guidelines:
– Quarterly/half yearly/annually compliances as per the Listing Agreement and SEBI guidelines;
– Independent in-charge of secretarial, due diligence and other related compliances;
D. Special procedures under the Companies Act:
– Filing of the Chairman Report of the meeting of a Listed Company called for sanctioning the scheme of Amalgamation;
– Liaising with the Registrar of Companies, RBI, NSE, BSE Officials, Company Law Board, Statutory Authority lawyers and other consultant as and when required.
– Experience in Implementation of Good Governance Practices; Efficient Board Procedures; Board Diversity; well-functioning various Committees, Policies, and Codes of Conduct.
II. Legal Non-Litigation matters:-
– Skills of negotiation with the party with direct dealing with the clients in respect of legal matters and drafting of Memorandum of understanding between the parties.
– Drafting and scrutinizing of various agreements such as Master Distributors agreement, Service Agreement Trademark transfer agreement, Business engagement, service level agreement, Non-disclosure agreement and other allied agreements;
– Vetting and correction of various liability and other credit policies like D&O, Trade Credit etc;
– Implementation of various policies in the Company, in charge of the Compliances with respect to the Anti-Money Laundering Regulatory returns and other related matters related to the Insurance Sector.
III. Foreign Exchange Management Act (FEMA):-
– Worked related to the procedure and formalities with respect to the foreign Direct investments in the Company as per the FEMA/RBI guidelines together with the filing of annual returns with Reserve Banks of India where Company is in receipt of foreign currency.
– Compliance with respect to the Overseas Direct Investment and procedure formalities related to the establishment of foreign subsidiary of the Company
Skills You’ll need to have :
– Good verbal and written communication skills
– Interpersonal skills and the ability to work well with people at all levels
– Attention to detail and a well-organized approach to work
– The ability to prioritize work and to work well under pressure
– The capability to work with numerical information, plus analytical and problem-solving skills
– A diplomatic approach and the confidence to provide support to high-profile company staff and board members
– Management skills
– Teamworking skills
– Integrity and discretion when handling confidential information
– A sound grasp of corporate governance issues
– A commercial frame of mind
About Zaggle :
Zaggle is a B2B Fintech company digitizing spends to unlock potential and drive growth. Zaggle today works with over 2500 corporates, multiple banks and networks, about 8500 merchants and about 3.5 M users. Zaggle offers platform solutions to businesses for Expense management & employee reimbursements as well as rewards & recognition. The company is also working to create a global open banking platform.
Zaggle was founded in 2011 by Raj N. Phani, a serial entrepreneur, and seed investor.