Company Secretary

Job Title: Commercial and Compliance Counsel & Company Secretary

Division/Company/Entity: ASSA ABLOY SAARC Region / Hosting in Shree Mahavir Metalcrafts Pvt Ltd

Location: Mumbai

Department: Finance

Reports to: Amit Athalye

Job Title: CFO

Does this job have supervisory responsibilities (Y/N)? Y

Number of reports Direct: 1 Indirect:
Job Titles of reports: FINANCE

Location of reports: Mumbai

Position Summary

**Responsibilities**:
The role holder will be expected to have the following skills:
Legal Experience
- Competent in drafting and negotiating on NDA’s, PoA’s, MOU’s, LoI’s; Distribution Agreements, Agency Agreements, Master Services Agreements, Supply Agreements, SaaS and Licence (IP/IT) Agreements; EULA’s and General T’s and C’s.
- Provide advice to and support commercial and product teams, draft templates, review and negotiate on all aspects of commercial agreements, digital and technology services, marketing regulations, consumer rights and intellectual property rights and disputes.
- Prepare, negotiate and advise on all aspects relating to multiple consumer contracts and commercial matters, including dispute resolution which may arise for the R&D, digital access solutions (DAS) and product teams, particularly in relation to cloud-hosting, advertising standards and competition law in a multi-vendor/multi-customer environment.
- Provide periodic training on commercial contract negotiations to sales and procurement/supply teams and triggers for escalation in line with our Group and EMEIA Contract Policies and localize to comply with local law requirements.
- The role holder will be expected to develop, implement and monitor customer contract roll-out processes, a contract retention and management platform and related tools, as and when the need arises and further enhance the existing contract review procedures.
- Manage external legal advisers and external legal spend.
- Communicate and negotiate with external parties (suppliers, customers, regulators, external counsel, etc.) creating relationships based on trust and being a business-enabler.

Compliance Experience
- Lead, advise and ensure adherence with our trade compliance, anti-trust and competition and anti-bribery and corruption compliance programs, including implementation of policies and procedures and drafting local guidelines as needed.
- Provide compliance training to relevant stakeholders on our policies and procedures, incl. Code of Conduct, 3rd party vetting processes, trade compliance procedures and financial crime.
- Lead/support with investigations, Whistleblowing reports, Code of Conduct matters, M&A transactions/integrations and other such matters which may arise.
- Keep abreast of and support business units with regulatory developments in all areas of legal and compliance.
- Work with function leads to improve business standards, reduce risk and recognize red flags.
- Raise compliance awareness and training completion targets across our local companies.

Company Secretarial Experience:

- Well conversant with MCA-21, i.e., online filing, online inspection
- Audits of Companies for the purpose of Compliance Certificate
- Reorganization of company like change in authorized capital, change of name, Shifting of Registered Office of the Company from one state to another and alteration in MOA & AOA
- Preparation and maintenance various Statutory Books and other records
- Preparation of Director’s Report and Annual Return, Filing of Balance Sheet and Profit & Loss Account in XBRL
- Handling of various Company matters Issue, Allotment, Transfer, Transmission and Transposition of Shares, Issue of Share Certificates and Duplicate Share Certificates (including Preferential allotment and Right Issue) and declaration of Dividend and Creation and Modification of Charges
- Preparation of Search Reports, Due Diligence Report and Statutory Report
- Appointment of Managerial Persons and all the matters related to managerial remuneration.
- Drafting of Agenda, Notice and Resolution and Minutes for the Board meetings, Committee meetings and for AGM (including Special Notices).
- Experience in Handling Merger, Demerger, and corporate restricting activities under NCLT / applicable authority mechanism
- Ensuring FEMA compliances applicable to the organization.

Other:

- Carry out such other legal work and other tasks as required by the Group, EMEIA HO, CFO or the Senior Management team.
- Work closely with internal stakeholders, including General Counsel EMEIA, Compliance Officer EMEIA, Commercial Contracts Counsel EMEIA and Data Protection Manager EMEIA.

**Requirements**:

- Willingness to broaden practice into complementary areas.
- Comprehension of the influences of the external environment on a corporation.
- High degree of professional ethics and integrity.
- Sound judgement and ability to analyze situations and information.
- Advanced written and oral communication skills, including the ability to influence outcomes.
- Co