Company Management

Gagan Palta

Flat No. ***, Sector **, Pocket A, Phase-2, Dwarka, New Delhi - 110062

M +981*******; Res +91-11-280***** E: ******@*****.***

W:http://in.linkedin.com/in/paltag

A competent professional with significant functional experience in areas of

legal, secretarial, compliance, risk management and internal controls,

striving to be a key player in setting and achieving a challenging position

in an organization & enhance my learning in cross functions.

PROFESSIONAL PROFILE

. A qualified Company Secretary and Graduate in Law (LLB) with an extensive

performance-driven experience of over 12+ years in Legal, Secretarial,

Compliances and Risk Management

. Currently working as Asst. Vice President - Legal & Compliance with

Genpact India

. Worked in ITES-BPO, Banking, Manufacturing, and Regulatory industry

. Proficient in performing secretarial duties - conducting Board & General

Meetings, statutory fillings, managing shareholders (including minority)

and safeguarding stakeholder interests

. Handling variety of corporate and commercial contracts for Domestic &

International transactions in US, UK, EU and APAC involving reviewing,

drafting, negotiating of outsourcing, agreements.

. Proven ability in drafting, vetting & finalizing legal agreements,

contracts, lease & licenses, LOE evaluating PO's, Work Orders, SOW &

participate in negotiation of legal, commercial & tax terms.

. Supporting business, marketing, sales, finance team by providing advice

on legal matters along with opinion on laws related to Corporate, Data

Protection, TUPE, IPR and corporate governance

. Handling independently legal cases (including employee litigation),

arbitration proceedings and represent company before Judicial & quasi-

judicial authorities.

. Experience in handling share department with minority and beneficial

shareholding & 25000+ debenture holders independently & successfully

raised debt funds by Public Issue for the company.

. Responsible for compliance to applicable Laws - Corporate Law, Privacy,

Commercial, Tax, IP, Foreign Collaboration(FIPB, RBI, FEMA),STPI, SEZ,

Labor, Negotiable Instrument; SARFESI

. Creating Corporate Governance practices & compliance to policies within

regulatory framework

. Instrumental in creating Sarbanes Oxley (SOX) controls over Financial

reporting & SOX audits

. Handled Tax compliances in withholding tax, advance tax, deferred tax,

wealth tax, service tax incl. preparation & filing of periodic return,

transfer pricing certifications & audits

. Participating in Income Tax, Services Tax Assessments and Appeals on

behalf of Company

. Coordinating & supporting Compliance, Statutory, Tax, Info-sec, Data

Privacy and Internal Audits.

. Highly motivated, creative self-starter with ability to work with little

direction or supervision; interact well with colleagues & regulatory

agencies & operate effectively in fast-paced environment

. Practical and business focused approach to achieve organization goals &

coupled with strong communication, interpersonal & analytical management

skills

QUALIFICATIONS

Professional Qualifications.

. Fellow Company Secretary Member (FCS) of Institute of Company Secretaries

of India (Dec' 1999).

. Degree in Bachelor of Law and Legislature (LLB) (May' 2003)

Educational Qualifications:

. Degree in Bachelor of Commerce (Hons.) from University of Delhi, Khalsa

College (July' 1996).

CAREER GRAPH

NOTABLE CONTRIBUTIONS/ ACHIEVEMENTS

Genpact India - as Asst. Vice President - Legal & Compliance reporting to

Sr. legal Counsel (Since May'08)

Genpact India is International BPO providing business solutions to

companies around the World, combining its process expertise, information

technology & analytical capabilities experience in diverse industries to

provide a wide range of services using its global delivery platform

. Provide legal support (In-house legal counsel) & Secretarial support to

Genpact India.

. Advise on legal issues on all aspects in the Indian region including

corporate, data protection, labor, employment, real estate, environment,

trademark, insurance & commercial issues.

. Outsourcing Deals/Customer Agreements

o Structured, reviewed & negotiated outsourcing contracts, LOI,

agreements, RFPs/RFI (largely in F&A, Global F&A, India2India CoE)

with clients, vendors and suppliers in diverse businesses like

Pharmaceutical, Healthcare, FMCG, Insurance, Telecom, Manufacturing,

etc.

o Support Sales & Operations teams in pre-bidding, commercial & legal

structuring of proposals

o Develop hands on working relationship with the business partners at

all levels of the company.

o Actively communicate & follow up on obligations & opportunities during

e contracting process.

. Secretarial & Corporate Governance

o Responsible in managing secretarial matters & compliances for Genpact

India & JV Companies.

o Supporting restructuring, merger & amalgamation of group companies,

shifting registered office.

o FEMA compliances related to foreign Investments branches including

compliances for issue / transfer of equity / preference share capital

to foreign investors.

. Compliance & Risk Management

o Identify potential areas of compliance vulnerability & risk; develop/

implement corrective action plans and assist in employee trainings in

respect of legal, regulatory & company policies.

o Drive compliance programs in company w.r.t compliance with local laws,

regulatory requirements & code of conduct and ethics policies on Fair

Employment, ethical business behavior, safe working environment, FCPA,

Money Laundering including training of employees.

o Act as Ombudsperson -resolving employee grievance, investigate policy

violations and frauds.

o Advising & assisting HR on laws affecting hiring, dismissal,

disciplinary actions, compensation, benefits, and trainings. Work with

HR formulating policies and related legal documentation.

. Managed compliance with respect to Foreign Corrupt Practices Act, Export

Compliances, SOX, revenue recognition, subcontracting process and other

regulatory and governance aspects.

. Periodic presentations to the senior management on potential operational

risk issues and suggesting control enhancement steps and corrective

action plan.

At CitiFinancial (a Citigroup Company) - As Company Secretary & Asst. Vice

President - Financial Control reporting to Directors & Chief Financial

Officer (Mar'05 to May'08)

CitiFinancial is a NBFC registered with RBI, 100% owned by Citigroup in the

business of Consumer & Personal Loans, Home Loans and Auto Loans having

Balance Sheet size of more then Rs. 140,000 Million and branch network of

more then 450. Other Group Company under CitiFinancial umbrella are

CitiFinancial Retail Services India CitiFinancial Insurance Services

Ltd India Ltd

Associates India Holding Company Pvt. CitiFinancial Home Finance India Ltd

Ltd

. Responsible for In-house Secretarial Compliance of 5 (Five) Citigroup

Companies under GCG.

. Handled matters related to shifting of registered office from one state

to another; increase in authorized capital; appointment of MD & whole-

time directors.

. Drafting and vetting of legal documents like-NDA, Custodian agreements,

Sale of Portfolio (Securitization of Assets); Leases, Leave & License

agreement, Corporate & bank guarantees.

. Providing complete Secretarial support to treasury function in raising

debt from market - drafting the prospectus and listing of securities -

debentures (WDM Segment) at NSE & BSE, complying to listing requirements,

resolving investor queries

. Independently handling share department with minority & beneficial

shareholding & 25000+ debenture holders & successfully raised debt funds

by Public Issue for the company.

. Independently obtained FIPB approval for infusion of additional equity

and setting up of downstream subsidiaries in India under FDI Policy in

NBFC Sector.

. Business Unit Compliance Officer (BUCO) & Compliance Coordinator for

Finance, Tax, Secretarial & Corporate Legal Function of CitiFinancial

India under the Citigroup policies.

. Independently handled merger of 3 Companies and acquisition of 1 Company

. Coordinator for Sarbanes-Oxley (SOX) controls over financial reporting

(ICOFR), reporting & audits.

. Setting up a Housing Finance Company (HFC).

At GE Motors - As Company Secretary & Asst. Manager - Finance directly

reporting to Directors & CFO and dotted line reporting to Legal Counsel

(Oct'03 to Feb'05)

GE Motors India Limited (GEMI) is part of GE Consumer & Industrial Systems,

is in manufacturing of Fractional Horse Power (FHP) Motors. GEMI has two

units DTA (Domestic) and 100% EOU.

. Responsible for GEMI being complaint to Indian and GE Corporate policies.

. Represented GE in due diligence exercise of statutory & legal records

during sale of legal entity.

. Owned Buy Back of Shares, taking approvals from RBI for transfers from

non-resident to resident.

. Owned Tax Audit and Transfer Pricing Audits, Assessments, Appeals.

. Obtained RBI approval for the payment of Royalty to on Resident for GE,

USA.

. US Reporting (GE GAAP) of Base Cost (Indirect) part of P&L/ responsible

for controlling Cost.

. Getting Name Change, Objects change, Conversion of Public Company to

Private Company.

. Obtaining approvals from SEZ authorities for transfer of goods between

DTA unit & EOU Units.

. Obtained approval for import of duty free capital Goods under EPCG Scheme

for EOU

. Taking care of Transfer Pricing requirements, analyzing market behavior,

retaining all necessary TP documentation & getting TP study, TP audit and

certification.

At Cybersys - As Company Secretary & Asst. Manager - Finance reporting to

Chairman cum MD, Board Members & CEO (Feb'01 to Oct'03)

Cybersys Infotech Limited is Joint Venture between Cybersys - Apex

CoVantage LLC, USA is International voice-based call centre (Inbound &

Outbound) catering to USA & UK based clients.

. Incorporation of Company, Registration under STPI, DOT for setting a call

centre.

. Restructuring Organization wide compensation packages (employee C&B).

. Liaison with Bankers for credit facilities; preparing & submitting

project reports to banks incl. CMA, Receivables statements, Cash Flows.

. Conversion of Indian (INR) Terms Loan into FCNR (Foreign Currency) Loan.

. Registration of Company under Director General of Foreign Trade (DGFT);

obtaining IEC Code, obtaining approval for establishing Private Bonded

Warehouse.

. Obtaining approvals from CLB under Section 297 of Companies Act, 1956 for

executing contracts between Companies having interested directors.

. Obtaining approvals from RBI for installing Capital Equipment (telecom)

in USA.

Delhi Stock Exchange (DSE) - As Management Trainee - Legal & Secretarial

reporting to head of Legal & Secretarial (Sep'99 to Feb'01)

OVERALL EXPOSURE

Legal

o Advise management on legal implications of company activities, protection

and enforcement of company's legal rights and minimization of the

company's liability exposure

o Drafting, vetting, negotiating and finalization of wide range of legal

documents including non-disclosure and confidentiality agreements,

customer & other vendor agreements, MOU, service agreements, POA,

plaints, affidavits, appeals.

o Provide day to day legal support to sales, operations, HR, finance,

administration teams on contract management, reporting requirements, risk

areas & related legal matters.

o Advice on legal issues relating to all other aspects of the operations of

the India region, including employment, corporate, environmental, data

protection, insurance, software licensing, trademark and general

commercial issues.

o Evaluating Purchase orders, Work Orders, Statement of Works, participate

in negotiation of commercial & legal terms and standardizing legal

templates for diverse transactions.

o Handling of Arbitration and Dispute Resolution claim matters on behalf of

the company

o Manage activities of external counsels/ law firms, briefing them about

suits/ cases filed by or against the Company and coordinating in

obtaining desired information and documentation.

o Responsible for compliances and regulations imposed by the regulators,

correspondence with regulators for their queries, filling replies.

Compliance & Risk Management

o Responsible for conducting Corporate House keeping Audit for compliance

of applicable Policies & legislations.

o Ensuring Compliance of laws related to Companies, RBI, FCPA, labor, FIPB

(SIA) FEMA, taxation, NBFC Norms, Anti Money Laundering, Fair Practice

Code.

o Role of whistle blower to apprise management of possible non-compliance

of Citi and GE corporate policies, legislations & regulatory environment

and generate solution within legal framework.

o To keep a track of recent amendments, judgments relating to legal

matters.

o To ensure that prescribed compliance & regulatory terms are embedded in

the business products.

o Participate in the development of employee compliance trainings and

awareness programs

o Respond to the alleged violations of rules, regulations, policies,

procedures, anti-bribery compliance program and code of conduct by

evaluating or recommending the initiations of investigations.

o Act as independent reviewer in the capacity of Ombudsperson to ensure

that compliance issues / concerns within the organization are being

appropriately investigated and resolved

o Responsible for periodic compliance and carrying self assessment over

compliances and submit report to global & regional compliance teams and

coordinating audits by Corporate Audit Team.

o Formulating and implementing Internal Control over the Financial

Reporting and its reporting under Sarbanes-Oxley (SOX) and getting them

audited.

o Responsible for compliance and addressing queries, departmental notices

under Labor Laws, Service Matters - CLRA, S&E Act, etc and Taxation -

Service Tax & Income Tax matters.

Secretarial

o Responsible for the provision of support services to Board of Directors &

committees, ensuring board members are adequately informed of their

responsibilities under law and ensuring best corporate governance

practices for proper and efficient flow of information

o Holding of Meeting of Board, Members, sub-committees, preparing the

agenda, minutes of meeting.

o Ensuring the implementation of Board decisions, flow of information to

the concerned stakeholders.

o Drafting Shareholders agreements, share sale & purchase agreements, joint

venture agreements.

o Handled merger of 3 companies and conducted due diligence of target

Companies to be acquired.

o Dealing with government & regulatory authorities, RBI, FIPB and other

bodies for approvals required in the ordinary course of business

o Maintenance & filling of statutory registers, documents, returns and

other related documents and ensure company Compliant to the provisions of

Companies Act, 1956 (MCA-21).

o Ensuring the Compliance to Insider-Trading tracking and apprising

directors, employees of guidelines under Listing Agreement, insider

trading code and take-over code.

o Supporting treasury functions - execution & registration of trust deeds;

loan documentations with banks, creation & modification of charges;

appointment of trustee, issuance of commercial papers.

Other related support areas - Financial

o Supporting compliances framework on Direct & Indirect Taxes i.e. Income

Tax, Service Tax transfer pricing, withholding taxes, VAT, advance tax,

fringe benefit tax etc

o Coordinating with Company Auditors for Statutory Audit, Tax Audit, SOX

Audit and Internal Audit.

o Conceiving & implementing budgetary & costing systems and analyzing

variances.

o Preparation & realization of refund claims under Income Tax, Hand Book of

Procedures, Excise.

AWARDS/ RECOGNITION

. "Team Extra Miler" from GE Motors CEO as a special recognition for

compliance, statutory & tax audits.

. Award/ Certificate for best Project presentation/ participant on NASDAQ -

a Global Window by ICSI.

. Certificate of standing first position in Business Statistics (88%)

. Runner-up in Company Law Quiz organized by NIRC-ICSI.

TRAINING/ PROJECTS ATTENDED

. Workshop on Financial implications on the employee compensation

. Six Sigma - Green Belt Training.

. Inspiring trust workshop - 7 habits from Stephan Covey

. Ensuring Corporate Governance by Institute of Company Secretaries of

India

. Online Training on Time Management & Managing Stress.

. Accountability Influence and Communication.

. Listing of Securities, ADR/ GDR.

. General Compliance and Anti Money Laundering Training Program

. Information Security Awareness Training Program

PERSONAL DETAILS

. Born in New Delhi capital of India on 28th June 1975 (34 years), Married,

wife a teacher by profession, can speak English, Hindi & Punjabi

languages, loves to travel and play football.

. Possess computer skills - MS-Word, Spreadsheets, PowerPoint

presentations, Tally.

. Indian National with valid passport

. Willing to travel extensively

. References will be provided if asked for.

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