Sr. Team Member - CS (International)

Division

Finance

Department

Company Secretary

Job Purpose

Prepare and execute secretarial and overseas compliance pertaining to Cipla group companies to ensure timely compliances and legal documentation thereby facilitating management decision and avoiding adverse regulatory consequences.

Key Accountabilities (1/6)

Review and process secretarial procedures of Indian and overseas group companies for implementation of management decisions and compliance with applicable laws 

• Verify and ensure compliance with applicable laws and regulations and examine secretarial procedures to ensure alignment with management decisions and practices followed by holding company.
• Maintain records of secretarial procedures and updates.
• Prepare reports, SOPs and trackers on compliance status and procedural updates for group companies.
• Ensure to collate and provide all the relevant data points required for compliance of related party transactions with subsidiaries and associates.

Key Accountabilities (2/6)

Assist with board / committee / shareholder meetings related work of Indian and overseas group companies for timely completion of pre and post meeting regulatory requirements

• Organize and prepare agendas, annual reports, notices, and documents for meetings and coordinate with board members, committees, and shareholders for meeting schedules.
• Record and draft minutes of meetings.
• Ensure all pre- and post-meeting regulatory requirements including forms with ROC are met
• Track and facilitate the implementation of decisions made during meetings.

Key Accountabilities (3/6)

Assist in M&A deals

• Conduct / facilitate secretarial due diligence of potential M&A deals in consultation with Lead Company Secretary (Subsidiaries and M&A.
• Liaise with internal departments and external consultants to give effect for completion of the Project in smooth and timely manner.
• Review agreements / term-sheets to be signed from a secretarial and governance perspective,
• Ensure allied pre-and-post secretarial compliances.

Key Accountabilities (4/6)

Audit and Auditors (Secretarial, Statutory, Internal, Cost Auditor and other special audits and similar assignments)

• Ensuring timely appointments, requisite documentation and statutory compliances relating to the office of the auditors.
• Coordination with the auditors and ensure timely supply of all legitimate information.

Key Accountabilities (5/6)

Cipla shareholders servicing

• Handing shareholders correspondences and requests, SRC meeting, IEPF cases.
• Coordinate with RTA for effectively managing shareholders activity.

Key Accountabilities (6/6)

Disclosures and Press Releases

• To assist team lead International to interact and coordinate with Disclosure Committee, Corp Communications department, Investor Relations department for stock exchange/SEBI disclosures pertaining to subsidiaries, Regulation 30, M&A Transactions and press releases of the Company and timely dissemination on website of the Company and the stock exchanges.

Major Challenges

• Execution of task becomes difficult due to frequent changes in applicable laws and regulations (change in versions of forms, data requirements etc.)

Overcome by: reading articles, visiting websites of authorities, taking opinions from consultants

• Adapting or following the new changes is difficult considering the size of the organization and its dynamic nature
• Due to presence across various geographies, language barriers pose a major challenge. Several jurisdictions require drafting / review / maintenance /submission of documents to authorities / communication in respective local language.

Overcome by: Regular consultation and communication with foreign consultants.

Key Interactions (1/2)

Internal

• BU CFOs for various transaction advisory and execution (weekly)
• Tax team for related party transactions (weekly)
• Treasury for funding related aspects (monthly)
• Accounts team for overseas entities accounting issues (monthly)
• Costing Team for all information relating to cost (half yearly)
• Internal Audit Team for information relating to internal audit and internal controls for Indian subsidiaries
• M&A team for M&A transactions related work (weekly)
  
  

Key Interactions (2/2)

External

• Professional advisor of respective foreign subsidiaries for local regulatory compliances (weekly)
• Statutory authorities for updates and clarifications related to filing errors, processing of applications, etc. (weekly)
• Auditors - providing secretarial documents and other information in relation to ongoing audits. (quarterly)
  
  

Dimensions

• Support in compliances of 8 Indian subsidiaries and 20 foreign subsidiaries
• Assist in 30-35 meetings (Board); 30-35 Circular Resolutions annually
• Assist in 10-12 M&A projects per year

Key Decisions (1/2)

Decisions

• Routine secretarial compliances (including time-based compliances such as filing of Annual Reports of US entities, event-based compliances pertaining to appointment of directors, issuance of shares etc.)
• Convening of meetings for subsidiaries
• Updation of RPT list on quarterly basis
• Shareholders activities
  
  

Key Decisions (2/2)

Recommendations

• Secretarial procedures / filing to Team Lead Company Secretary (International & India)
• Minutes, secretarial procedures and regulatory filings of overseas subsidiaries recommended to Lead Company Secretary (Subsidiaries and M&A)
• M&A agreements, terms sheets, stock exchange intimations from a secretarial standpoint recommended to Lead Company Secretary (Subsidiaries and M&A)
• Shareholder, dividend and IEPF-related compliances, including handling of shareholder grievances, coordination with RTA and monitoring of regulatory requirements
• Secretarial activities relating to the Stakeholders Relationship Committee, including agenda, minutes, action tracking and related compliances
  
  

Education Qualification

Qualified Company Secretary (who has completed her training for 21 months). Degree in law (preferred).

Relevant Work Experience

3-5 years of experience (post training completion) in large (Sensex/Nifty) listed Company.