Company Manager

DINESH J DARJI Mobile Nos.:+91-993******* /+91-989*******

email : *******@*****.*** / *******@**********.***

Objective: Seeking middle or senior management position in the areas of Company Secretarial, legal, corporate

affairs, compliance, M&A and corporate governance.

Professional Synopsis

• Company Secretary with LL.B. having sound experience in independently handling whole gamut of Company Secretarial,

legal functions, Corporate Governance in listed and unlisted companies

• Independently handled Company Secretarial & Legal functions of several group companies, handling the affairs of various

types of companies including holding companies, subsidiaries, investment cos., manufacturing, trading, media, telecom

companies listed as well as unlisted companies

• Slump Sale/Business Transfer, Mergers & Acquisitions, Demerger, Statutory Compliances, formation of various types of

companies, Drafting of Shareholders’ Agreements, Share Purchase Agreements, Investment Agreements, Formalities of

the Registrar of Companies and other related responsibilities.

• Practical & business focused approach to achieve organisational goals coupled with strong inter personal skills. Adept at

maintaining cordial business relationships with the legal counsels & external agencies,

• Practical experience in drafting, vetting legal & commercial documents, also appearing before the High Court, Magistrate

Courts, City Civil Court, Consumer court cases, insurance matters, other courts in India, also handled matters in Labour

Commissioner, Trademarks, patents & other IPR matters etc.

• Independently handled IPO (Public Issues), rights issues, preferential issue, QIP, private placement of shares, mergers

and amalgamation, de merger, corporate restructuring etc.

Employment Profile

• Presently working as General Manager Legal & Company Secretary and Corporate Affairs, with reputed

public limited company since November, 2012

Company Secretarial: Listing agreement compliance, M&A, appointment of MD, payment of remuneration, conducting the

Board Meetings physical & by video conferencing, Audit Committees, Remuneration Committees, liaison with the Auditors,

ROC, RBI, Practising CS, external directors, lenders, banks & NBFC, XBRL filing, related disclosure, Company Secretarial

compliance, Corporate Governance, efiling of ROC forms, returns, other secretarial matters etc.

Handling Legal work includes drafting/vetting legal documents, Agreements, assist in drafting Indenture of Mortgage & its

registration with the Sub Registrar’s office, appearing in DRT court for recovery matters, Metropolitan Magistrate courts in

cheque bouncing cases, Labour cases, liaison with the Advocates/Counsels, conducting Legal & Secretarial Due

Diligence, Corporate etc.

• ‘Company Secretary & General Manager Legal’ with Asia MotorWorks Ltd. (AMW), automobile engg. & auto

components mfg. companies, from Dec. 2009 to Oct. 2012

Company Secretarial matters Board Meetings, COD (Committee of Directors), Audit Committees, Remuneration

Committees, AGMs, EGMs, appointment of & payment of remuneration to Managing Director, Whole Time Directors,

liaison with ROC, RBI, Practising CS, issue of shares & debentures, Corporate Governance, incorporating new

companies, conversion of private limited into limited company, XBRL filing of Accounts, efiling of ROC forms, returns, other

secretarial matters etc.

Legal matters handled includes drafting/vetting legal documents like Slump Sale Agreement (Business Transfer), M&A,

initiated & completed demerger with High Court’s approval, got creditors approval at meetings by ballot, filing of the Court

orders,

Dealership agreements, Shareholders Agreement, Authorised Service Centre Agreements, Vendor Park agreements,

Equipment Ownership Agreements, LOI,

IPR matters, Lease Deeds, Container Lease Deed, NDA, Power of Attorney, Call centre agreements, liaise with Water &

Electricity supplying companies, drafting other legal documents;

Anti dumping matters, software piracy cases,

Also court cases on all India basis & appearing in courts, consumer disputes redressal forums, cheque bouncing cases,

recovery of stolen material,

Liaise with Advocates/Counsels, Auditors, ROC, RBI, Bankers, Legal & Secretarial Due Diligence, Corporate Governance,

drafting/vetting legal documents, appointment of ‘Occupier’ of factory etc.

• ‘Company Secretary and General Manager Legal’ with a listed chemical & fertilizers manufacturing

company from March, 2009 to November, 2009

Handled the Company Secretarial matters, compliance with stock exchanges, done Preferential issue of warrants, Board

Meetings, various Committee meetings such as Audit Committees, Investors’ Grievance Committees, Remuneration

Committees, Finance & Corporate Affairs Committees, AGMs, EGMs, legal work like drafting documents, handling court

cases/District Consumer Forums, BSI, Magistrate courts, etc. on all India basis & appearing in those courts, IPR related

matters, consumer disputes redressal forums, liaise with the Practising CS, Advocates/Counsel, ROC, RBI, SEBI for

compliance matters, Bankers, Legal Due Diligence, corporate governance, drafting/vetting legal documents, efiling of ROC

forms etc.

• ‘Company Secretary & Compliance Officer’ with various big Corporate Groups like Birla group, Essel

Group, Hinduja Group, pharma companies etc. from June, 1989 to February, 2009

Handled Company Secretarial work of Board meetings, Committee Meetings, AGM, EGM, drafting the DRHP/ Prospectus

for IPO, Offer Document for Rights Issue, Offer Circular for QIP, liaise with the Lead Managers, R&T Agents, Auditors,

Bankers, Legal Due Diligence for QIP & rights issue, stock exchanges (BSE & NSE), corporate governance, RBI, Central

Govt. offices for cost audit, approval of managerial remuneration; Fixed Deposits, cost audit, legal work of drafting / vetting

legal documents, registration of documents, M&A, joint venture matters, shareholders’ agreements, share issues,

Company Secretarial & Legal Due Diligence, private placement of shares, Fixed Deposits, mergers, corporate

restructuring, liaise with the ROC, High Courts, Official Liquidator, CLB, Regional Director for mergers, charge matters,

new companies formation, change of name, liaise with Advocates & Solicitors, Auditors, ROC etc.

Legal matters like corporate restructuring, Joint Ventures & related work, agreements for copyrights in movies/TV

programmes, shareholder agreements, court cases, drafting of legal documents, trademarks & IPR matters, court cases,

drafting of legal documents, registration of documents, Trademarks & IPR matters, attended the City Civil court,

Magistrates Courts, Advocates & Solicitors, Auditors, MIDC etc.

In addition, provided/extended executive support to the Head Group Secretarial, in handling work of other group

companies including the listed companies.

• The Baroda Rayon Corporation Ltd. as an ‘Officer’ from January, 1982 to June, 1989 in its various

departments such as Company Secretarial & Legal, Shares, Accounts and Fixed Deposit Departments and handled

matters relevant to those departments.

Detailed Core competence

Company Secretarial functions:

• Meetings of the Board of Directors, various meetings of the Committees such as Audit Committee, Investors’ Grievance

Committee, Remuneration Committee, Finance and Corporate Affairs Committee, Annual General Meetings, Extra

Ordinary General Meetings etc.

• Draft notices, resolutions, minutes, taking follow up action with the concerned authorities e.g. BSE, NSE, SEBI; board

folders & papers, liaise with the directors, auditors etc.

• Compliance of listing agreements/guidelines with the stock exchange, submitting data / documents periodically;

declaration of the company’s financial results periodically, its publication and notifying the same to the stock exchanges

along with press release etc. Also handled delisting of shares from various stock exchanges in India,

• Application to Central Government for approval of payment of managerial remuneration, appointment of Cost Auditors etc.

• Liaison with Auditors for audit of company’s records & compliances, Limited Review Reports,

• Incorporation of new companies, change in object clauses, change in name of the companies, increase in Authorised

Capital etc.

• Drafting DRHP, Letter of offer for Right Issues, Legal Due Diligence compliance for IPO, Rights, QIP issues, placement of

shares / warrants & others instruments,

• Payment of dividend, fixed deposits, handled complaints resolution with SEBI/ stock exchanges

• Liaise with the Financial Institutions/bankers consortium for documentation of borrowings, creation, modification &

satisfaction of charge/mortgage/hypothecation of company’s properties etc.

• Preparing & filing the forms / periodical returns / documents etc. with ROC, SEBI, Stock Exchanges, Regional Director,

Official Liquidator, Central Govt., RBI etc.

• Drafting the petition for CLB matter and attend hearing thereof,

• Maintaining various Statutory Registers, records, minutes books, share certificates etc.

• Deletion/strike off the name of defunct companies from the ROC records under ‘Simplified Exit Scheme’

• printing of Annual Reports, Prospectus, DRHP, dividend & interest warrants etc.

Corporate Affairs/ M&A, Mergers, Amalgamations, Corporate restructuring:

• Mergers and Amalgamation of companies with the approval of the High Courts, de mergers

• Draft and file the applications, petitions, consent letters& other documents, liaison with High Court’s Affirmation

Officer, Official Liquidator, Court appointed external Auditors, organise the court convened meetings of shareholders &

creditors, taking up poll and ballots, handled corporate restructuring etc.

• Payment of stamp duty on the High Court order, its filing with the ROC, take follow up action etc.

Public Issues (IPO), Rights Issues, Preferential Issue, QIP etc:

• Dealing with the Lead Managers/Merchant Bankers, advisors, registrars, underwriters, brokers, issue stationery

printers, PR agencies, consultants etc.; liaise with RBI, SEBI, ROC, stock exchanges to finalise basis of allotment, enter

into agreements with Stock Exchanges, NSDL, CDSL, listing of securities etc.

• Draft & finalise DRHP/Prospectus for public issues (IPOs)/Offer Circular/Offer Document for QIP, Letter of Offer for

Rights Issues, attend to the queries raised by SEBI/ROC/Stock Exchanges.

Trademarks, IPR and Copyrights:

• Registration of trademarks of events/programs’ logo, channels, designs, patents, copyrights, brands etc. and attend

litigations thereof, file caveat etc.

• Acquire & assign copyrights of movies & TV serials/programmes & its documentation,

• Briefing the advocates, attend courts for cases pertaining to the copyrights of the movies / TV serials / programmes /

events etc.

• Carry out inspection of records/documents of the opposite side parties involved in litigations

Legal Matters / Documentation / Court cases:

• Legal matters of the company and the group, including drafting the legal documents, vetting/standardizing legal

documents like Dealership agreements, Authorised Service Centre Agreements, Vendor Park agreements, Equipment

Ownership Agreements, LOI, IPR matters, Lease Deeds, Container Lease Deed etc.

• Attending the court cases of :

Various consumer court / forum cases,

cheque bouncing offences under section 138 of the Negotiable Instruments Act,

Summary Suits for recovery of company’s dues, Arbitration,

Copyrights litigation cases, Trademarks registration, software piracy cases,

Anti dumping matters,

Mergers and Amalgamation (M&A), de mergers,

FEMA and FERA matters,

Motor accident cases, liaise with advocates, solicitors, senior counsel, courts, police and others

Labour issues related matters

Educational Qualifications

Degree College attended University/Institute Month, year

B.Com NM College of Com.& Economics, Mumbai Bombay University May, 1981

Jitendra Chauhan College of Law, Mumbai Bombay University October, 1988

LL.B.

Oral Coaching at Sydenham College, The Institute of Company June, 1988

Company

Churchgate, Mumbai Secretaries of India (ICSI)

Secretary/ CS

Personal details

Residential address: Mumbai

Languages known: English, Hindi, Marathi and Gujarati.

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