Positions 3 with a renowned Law firm in Bangalore,

Job Description:

- The position is primarily responsible for independently handling various assignments like corporate structuring, restructuring, externalization & internalization of companies under various corporate laws. You will work with a team of company secretaries and lawyers.

Skills and Experience : Should have deeper understanding of SEBI, Tax Laws, Companies Act and FEMA (FDI & ODI) and expertise practical knowledge of these laws.

Education: Qualified Company Secretaries course with membership.

- Principal duties handling investment transactions, M&A and other transactional activities under Companies Act, FEMA, DIPP, due-diligence and a wide range of other associated areas.

Key Competencies:

1. Reliability, dependability: Works hard and does what it takes to get results and meets deadlines. Takes accountability and works well in a cross functional team. Has a lot of patience.

2. Writing, speaking and listening effectively: Writes, speaks and presents information effectively, clearly and with brevity. Communicates to improve understanding, decision-making and performance. Understands the value of listening to others. Thinks before speaking. Probes to understand and confirms understanding of what is heard. Encourages others to speak. Has very good skills to co-ordinate with multiple stakeholders.

3. Composure: Handles unexpected events calmly. Successfully copes with unintended consequences. Helps co-workers thrive in stressful situations. Identifies and manages stress due to lack of control. Acts with the highest level of professionalism and maturity.

4. Dealing with ambiguity: Able to function well in loosely structured situations. Works effectively in situations involving uncertainty or lack of information. Effectively handles multiple projects or tasks at the same time. Is open to and responds flexibly to change.

Role of a Company Secretary :

The company secretary is a building block of a company; he must perform his duties with reasonable care. Other than being a legal mentor he must ensure all business procedures to be matching with all legal provisions; if not complied he may be held responsible for misconduct and may be dismissed on grounds of dishonesty or infringement of legal rights of the company.

Duties as per Companies Act:

- To initiate and carry incorporation procedures like authenticating documents and proceedings used in registration; assuring delivery of registration and allotment details to registrar; making application for increase in share capital; overseeing delivery details of share certificates of allotment; keeping records of share warrant holders; to comply & file annual return; releasing statutory declaration to receive commencement certificate; managing statutory books; giving meeting updates and notices of general meetings to every member; signing and authenticating financial reports and statements (Balance Sheet & Profit & loss statements ) in cases of non-banking financial companies; filing resolution with registrar and preparing minutes of all General and Board Meetings within 30 days.

Duties as per Income Tax Act:

- To verify and submit attested returns & forms; to oversee authentication and filing procedure of TDS (Tax Deducted at source); ensuring that proper TDS is being deducted from the salary of employees; ensuring TDS reports are well maintained and submission of TDS to government is duly done.

Duties as per Other Acts:

- Obtaining government approvals; complying with regulatory procedures of Industrial disputes; FEMA Act; State Insurance Act; Depositories Act 1996; Foreign Exchange Management Act; monitoring and complying with various legal laws like Labour laws; Competition Laws; Environmental laws, etc.

Other General Duties of a Company Secretary :

- Advising authorities and BOD (Board of Directors) in risk management; business policies and strategies; corporate social responsibilities; brand equity & image building; managing intellectual rights of the company; ensuring healthy communication between stakeholders; authorities and government.

Key Responsibilities of a Company Secretary in Practise

CS as a Business Benefactor:

- The Companies act gives specific right to a company secretary- to exercise promotion and incorporation of companies; to handle company audit and certification services; to sign annual returns; to handle corporate restructuring and takeovers; to scrutinize reports and voting procedures in a transparent manner; to administer revival of sick companies; to become a technical member of Company Law Tribunal; to investigate cases of taxation and corporate affairs.

CS as an Auditor : To ensure corporate discipline and compliance with the laws; the Companies Act confides a company secretary to annex a Secretarial Audit Report to the authorities in form MR-3 ensuring compliances of the company with procedures defined in general laws and legal acts; to report any offensive matter of fraud found to government.

CS as an Advising Agent : CS works as advising agent in cases of - issue of shares; drafting of prospectus/sale letter/issues related to securities/private placement and buyback of shares; raising funds from international markets; loan syndication and documentation; income tax planning; drafting of legal documents; in matters of intellectual property rights; guiding in policies of merger; amalgamation and joint ventures, etc.

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