Aurionpro - Company Secretary

Company Secretary

This is with reference to your details in the job portal; we would like to share the following requirements with you.

Company Profile :

AurionPro Solutions Limited, is a 16 years old technology product and solutions company focused on the BFSI sector and logistics Sector . Its primary focus area is product frameworks in Cash Management (e-business) and treasury for Banks.

The company is a 1200+member organization headquartered in Mumbai, India with offices in US, Singapore, Bahrain and Philippines.

Job Location : Dadar

Core Competencies :

- Drafting / vetting, negotiation and finalization of various legal agreements with the customers, business partners, vendors etc.

- Expertise in contract and business laws applicable in various jurisdictions including USA, UK, Middle East, KSA, APAC and South Asia, and have closed big ticket and cross border deals.

- Experience of handling all legal functions in relation to an organisation which includes, contract management and other litigation and non-litigation related legal activities.

- In capacity as Company Secretary has been promoting good governance culture within the organisation and has been ensuring that the Board has been provided with the requisite data in order to facilitate informed board decisions. Have experience in handling Investor Relations, Board related matters, preparation of Agenda, Minutes and presentations.

- Have handled capital issuance's in India and overseas bond issuance and external commercial borrowings. Handling ESOP Scheme of Group and compliances under SEBI and Insider Trading / Take over Regulations of SEBI.

- Proficient in Company Secretarial and Legal work, a formidable combination, which enables me to handle various complex transactions, specially M&A deals, Restructurings, Big ticket debt documentation etc. Experience and expertise in handling Corporate Restructurings, Mergers, Acquisitions and Joint Ventures.

- Advising the management on the various legal risks to which organisation is exposed and to formulate policies and procedures to mitigate such risks.

- Liaising with government authorities like ROC, CLB, FIPB, RBI, stock exchanges, SEBI, etc.

Key Result Areas :

Legal - Contract Management :

- Drafting, reviewing, negotiating and execution of the contracts / RFPs with the customers and vendors. Have experience of handling various regions across the world which includes India, USA, UK, APAC, Middle-East Region, Kingdom of Saudi Arabia, Africa and Mauritius. Each these regions has a different flavour and legal environment. I have successfully negotiated and closed big contracts with the parties in these regions.

- The nature of contracts include Software license, software maintenance, software consulting, Source Code arrangement, Escrow arrangement, IPR Assignment, IT Consultancy, Term Sheets, Professional Service Agreement, Vendor Agreements, Master Service Agreements with various customers and vendors including Government bodies etc.

Contract Standardization & Policy :

- Preparation of the standard contract templates for various business activities carried on by the Company

- Drafting of the Legal Manual formulating various policies and procedures for the review closure and execution of the contract documents.

- Preparation of the Authorisation Manual for the organization to monitor and regulate the deviations to the standard policies and procedures

- Periodic analysis of business activities for identifying legal risks involved in the business process and suggesting legal measures to mitigate the risks.

- Formulation of the organizational policies in relation to the Code of Conduct and Ethics for the employees, policy for the prohibition of Sexual Harassment at work place, IPR Policy, Information Security Policy, Policy for prevention of fraud and malpractices etc.

- Obtaining Liability Insurance Policies, such as Professional Indemnity, D&O, EPLI, CGL etc. for the Company and ensuring related compliances.

Litigation Management :

- Handled litigation by and against the company with customers, vendors etc. Have good knowledge of the CPC, CrPC and court procedures in India and similar such laws in other jurisdictions and is expert in strategizing the major litigations.

- Experience in negotiating and facilitating settlement with the customers, vendors, bankers etc.

- Other than the customer cases in relation to the projects, also have experience of handling cases under Sec 138 of the NI Act, recovery suits in the DRT Courts, winding up cases etc.

Big ticket financial transactions - Loan Syndication & Debt documentation, Security Documentation and Corporate Debt Restructurings

- Expert in financial restructuring and have negotiated and executed debt and security documentation involving overseas parties.

- Expertise and experience in Reviewing of loan / facility agreements and other debt documentation, review and execution of the security documents and perfection of security in India and abroad, compliance with the loan covenants.

- Have handled corporate debt restructuring (CDR) with the involvement of more than 20 lenders and amount of about Rs. 2000 crores at stake. A mammoth task which involved coordination with all the lenders, seeking approval from RBI and CDR Empowered Group, review and execution of the Master Restructuring Agreement and Inter Creditor Agreements, Security Agreements and procedure pertaining to perfection of security in India and abroad, conversion of loans into equity etc.

Company Secretarial Matters :

- Interacting with broad base of around 165,000 shareholders and liaising with R & T Agents, investor grievances and redressal cell of stock exchanges.

Ensuring compliances :

- Under the Companies Act, 2013 and various laws and procedures there under

- Under the listing laws and SEBI ICDR regulations, specially Insider Trading Code and Takeover Regulation etc.

- Compliances under clause 49 regarding corporate governance

- Managing Employee Stock Option Scheme and related compliances

- Managing compliances under SEBI Insider Trading Regulations - preparing code for the company and monitoring compliances in relation to the trading window, preclearance, disclosures to the stock exchanges.

- Managing compliances under the SEBI Takeover Code

- Handling Board and related matters, drafting agenda, minutes for the Board Meetings and making presentations on various matters to the Board

- Managing Investor Relations, responding to the queries of the investors and handling Members- Meetings and passing resolutions through Postal Ballot

Fund Raising and Capital Issuance's :

- Expert and experienced in handling various fund raising and capital issuances in India and overseas and have I have spearheaded various issuances of the foreign currency convertible bonds (FCCBs) and ninstitutional placements in India and abroad.

- Drafting Offer Documents, determination of the Offer Price, Liasoning with the lawyers, merchant bankers and potential investors.

- Experience in handling prepayment of FCCBs and restructuring of FCCBs where new series of FCCBs were allotted in exchange of the existing FCCBs.

- Handled various Qualified Institutional Placements and Preferential Allotments of shares in India.

Compliance Management :

- Having expertise in Corporate Laws, Forex Laws, IT Laws, Employment Laws applicable in various jurisdictions. As a Compliance Officer of the Group having web of subsidiaries across USA, UK, APAC, Middle East, KSA, Africa have been ensuring compliance with the applicable laws in Indian and various such jurisdictions and have also set up processes to ensure and monitor compliances.

- Keeping updated with the changing laws,

- Ensure compliances and devising mechanism to update the Board and Management of the compliance status in each region periodically.

FEMA Compliances :

Expert in Foreign Exchange Management Act and FDI Rules. Have experience in handling transactions pertaining to Overseas Direct Investment (ODI), External Commercial Borrowings (ECB), Issuance of Foreign Currency Convertible Bonds (FCCBs) and dealing with the Authorized Dealer, RBI / FIPB.

Acquisitions / Divestment's / Setting up Joint Ventures etc :

- Spearheaded in merger and acquisitions in Indian and abroad and have experience of closing many such transactions for my organization.

- Carrying out legal & compliance due diligence of target entities and preparation report

- Structuring of the deals in a manner which would be efficient from tax, stamp duty perspective and at the same time would also comply with the laws in relevant jurisdictions.

- Drafting share purchase agreement, letters of intent and restructuring agreements, escrow agreements etc.

- Forming JV Entity, drafting memorandum & articles of association of JV Company and ensuring compliance of the same

- Drafting, negotiating and execution of the Business Purchase / Slump Sale Agreement, Scheme of Merger / Demerger, Transitions Service Agreement, Asset Transfer Agreement, resolutions to be passed by the shareholders, creditors etc.

Nikhit Shetty, Human Resources, Aurionpro