Company Secretary

Job Description

Job Purpose

To support the Company Secretary in ensuring compliances of the provisions of the Companies Law & Rules made thereunder and other bye laws and statues of the Company

Job Context & Major Challenges

Carbon black business of the Group is spread across the globe and has multiple legal entities and a complex holding structure. Due to global setup, the major challenges are:

Anticipate fast changing global laws, quick understanding of the changes and their impact assessment on the business and timely implementation of measures to avoid adverse consequences.

In view of exchange of information and inter connectivity among regulatory authorities at global level, ensure appropriate and consistent disclosures at business level.

Understanding of individual's behaviour in view of involvement of people from multiple work cultures and multiple jurisdictions to ensure that all have common understanding and vision.

To ensure that the laws applicable to the company are complied within prescribed timelines to avoid hefty and stringent penalties.

Major Challenges:
1.To keep updated with the changes in the corporate laws
2.Ensuring timely compliances as per the requirement of the law

Key Result Areas

KRA1 -Accountable for developing, establishing and strengtheningCorporate Governance practices and regulatory compliancespertaining to entities in India viz. Birla Carbon India Pvt Ltd,Birla Carbon AP Pvt Ltd & Snap Studio LLPAccountable for all the activities pertaining to the Board Meetings /Committee Meetings / Shareholders Meetings are completed incompliance with applicable lawsEnsure that decisions of the board and shareholders areimplemented properlyAccountable for all the regulatory filings done in compliance withapplicable laws.Accountable for all other secretarial activities as may be requiredfrom time to time like dividend distribution, annual reportpreparation, share dematerialization, etc.Drafting, Vetting and finalising documents related to borrowings,security creation, investments, PoAs, Assignment Agreements,Leave and License Agreements, Property related documents andother documents as may be executed in the ordinary course ofbusiness of all the Indian entities of Birla Carbon.

KRA2- Accountable for Corporate Governance work of other entities ofBirla Carbon outside IndiaAccountable for Corporate Governance work of other entities ofBirla Carbon outside India

KRA3 -Accountable for all corporate governance matters in respect offinancing transactions at global level like documentation,security perfection, proper corporate authorizations, etc.Accountable for timely completion of the security creation in multiplejurisdictions and perfection therof.Review and provide comments on the credit facility documents,bond documents, security documents and other financingdocumentsExamine legal and regulatory positions in different jurisdictions andrecommend solutions accordinglyDiscussions and negotiations with the lawyers based in multiplejurisdictionsHandle and control voluminous documentation and paperworkrequirements, etc.Ensure proper corporate authorisations.

KRA4-Accountable for adapting the business to the changing lawrequirements for the Birla Carbon Entities GloballyAccountable for anticipating fast changing global laws, quickunderstanding of the changes and their impact assessment on thebusiness and timely implementation of measures to avoid adverseconsequences.Ensure that the directors/partners are fully aware and updatedabout key business matters & material changes in law and areprovided with sufficient information to help them to perform theirfiduciary duties.Identification of the specific actions to be undertaken under thecorporate laws from time to time and discussions with WTD /Executive Director / CFO for implementation thereof

KRA5-To work on specific business initiatives like, tender offeractivities, liquidation activities, minority acquisitions, businessrestructuring, mergers & acquisitions, corporate governancechanges, equity sale, expansions, company formation, etc.Review and provide comments on the documents.Examine legal and regulatory positionDevelop or propose solutions meeting best interest of the businessin compliance with law.Managing voluminous documentation and paperwork requirement