Company Secretary-GUR00054 Working at Cargill is an opportunity to thrive—a place to develop your career to the fullest while engaging in meaningful work that makes a positive impact around the globe. You will be proud to work for a company with a strong history of ethics and a purpose of nourishing people. We offer a diverse, supportive environment where you will grow personally and professionally as you learn from some of the most talented people in your field. With nearly 150 years of experience Cargill provides food, agriculture, financial and industrial products and services to the world. We have 142,000 employees in 67 countries who are committed to feeding the world in a responsible way, reducing environmental impact and improving the communities where we live and work. Learn more at www.cargill.com.
•Position Purpose
•The position provides a whole time Company Secretary as statutorily mandated for private limited companies in India under the Companies Act, 1956 (applicable to Cargill entities);
•The Company Secretary is responsible for all statutory filings under the Companies Act with the Registrar of Companies which ensures the integrity of the corporate existence of Cargill subsidiaries in India;
•The position also serves as the liaison to others in Law, other corporate functions, Cargill business units, outside counsel, financial institutions, and other external contacts.
•Responsible for maintaining secretarial records, statutory books and registers and filing, registering, documents including forms, returns and application by and behalf of Cargill corporate entities in India;
Cargill is an international producer and marketer of food, agricultural, financial and industrial products and services. Founded in 1865, our privately held company employs 138,000 people in 67 countries. We help customers succeed through collaboration and innovation, and are committed to sharing our global knowledge and experience to help meet economic, environmental and social challenges.
Cargill’s Worldwide Law Department has approximately 200 lawyers in more than 25 countries. In Asia Pacific, Cargill has 30 lawyers and legal managers located in Tokyo, Beijing, Shanghai, Jakarta, Bangkok, Singapore, Melbourne, and Gurgaon. Cargill’s General Counsel is in Minneapolis, Minnesota at Cargill’s worldwide headquarters. Cargill’s Asia Pacific General Counsel is located in Singapore.
Ensuring compliances
Companies Act, FEMA –
Conducting Board Meetings, General Meetings & preparation and compilation of documents thereto:
•Preparing notices & agenda of Board Meetings, General Meeting along with explanatory statements for special businesses, complete coordination with offshore shareholders for signing & execution of documents for general meetings
Preparing Board Resolutions, Board Minutes, Shareholders Meetings Minutes;
Preparing Director’s Report, Annual Return and complete documentation for periodic/quarterly Board Meetings, Annual General Meetings, Extra-Ordinary General Meeting.
Compliances with Registrar of Companies
Preparation and filing of statutory forms both periodic as well as event based within the prescribed time limits.
Preparation and filing of Annual Return, Financials, Compliance Certificate of various entities including in xbrl format.
Compliance related to appointment of Auditors with RoC.
Maintaining record of all documents related to event based filing with RoC.
Follow up and coordination with external service provider for obtaining Compliance Certificate, wherever required and ensuring compliances with the Registrar of Companies
Compliance with Reserve Bank of India
Intimation to RBI upon receipts of funds from abroad
Ensuring compliance related to filing of FC-GPR and other documents within the prescribed timelines
Compliance related to transfer of shares from resident to non-resident and vice-versa including filing of FC TRS and other documents with RBI
Filing of prescribed forms and other documents with RBI in compliance with RBI guidelines related External Commercial Borrowings.
Co-ordinating with external consultants to obtain various reports/certificates required to form part of different compliances with RBI.
Ensuring compliance with KYC guidelines relation to the ECB availed by different group entites
•Other Compliances & Miscellaneous work
•Maintenance and updation of statutory records, registers, declarations of interest by the Directors & other documents as required under law
•Issue of share certificates
•Updating Directors and shareholders records
•Compliances related to transfer of shares
•Collating information from Corporate Financial Reporting (CFR) & various (Business Units)
•BU with regard to Secretarial & Legal events
•Complete support to treasury in terms of completing KYC with various Banks by providing numerous documents
•Complete support to CFR in Statutory Audit of various entities, compliances & processes, preparing appointment letters to statutory auditors,;; share allotment, filing FC-GPR, FC-TRS with RBI, complete certifications under Company law as required from time to time;
In conjunction with Cargill lawyers, liaison with business units; assist and facilitate entity formations, acquisitions, amendments to certificates of incorporation/by-laws, amendment in capital, name change and related company administrative duties. Facilitate the preparation and execution of proxies, powers of attorney, account opening documents, resolutions, minutes certifications and registration of charges; completion and certification of periodic due diligence reports for the Reserve Bank of India
•Transactions and Projects
•Collaborate with internal and external contacts from time to time to execute below transaction and related documentations
•Mergers and amalgamations of two or more entities
Acquisitions
Slump Sale
Liquidation, winding up of an entity.
Buy-back of shares
•Drafting & preparation of comprehensive documentation as may be required for aforementioned transaction as per Companies Act, FEMA guidelines and other applicable rules.
•Co-ordinating with different regulatory entities so as to ensure smooth and successful closure of such transactions.
•Compliance with Food Laws
•Labelling: Reviewing & advising on all product labeling, claims, advertising, promos as per FSSA & Legal Metrology Act. Ensuring regulatory compliances; Filing of Nomination & Licensing with regulatory authorities under Food Laws
•Monitor and update –
•Keep track of and update/familiarize the team on all the company and corporate law related statutory developments, notifications, circulars and updates issued by the Ministry of Company Affairs and the Registrar of Companies and providing inputs to the Cargill India law team.
•Procedures – Draft, develop and modify forms, document procedures, improve processes to reduce dependence on external Company Secretarial service provider;
•Problem solving – Analyse and handle problems that involve independent decisions.
Records management – Provide RIM guidance to India law team to ensure compliance with corporate policies and legal requirements in effectively managing the lifecycle of records. Execute daily records and information management tasks in accordance with the RIM processes and procedures. Monitors and updates records profile information in RIM database.
•GEMS updation: Streamlining and regular updating of Secretarial records & changes in respect of all the Cargill entities in centralized database of Cargill Inc database i.e. GEMS.
Communication – correspond and communicate with internal (Law, other functions, business units) and external contacts (outside counsel, financial institutions, etc.
•Miscellaneous Duties As Assigned.
Education/Qualifications:
•Company Secretary from Institute of Company Secretaries of India (3 years);
•15 months company secretarial management training with a practising Company secretary or a Company approved/registered with the Institute of Company Secretaries of India;
•15 days training with a recognised stock exchange or Registrar of Companies or recognised financial institution;
•15 days training with the Institute of Company Secretaries of India;
Experience:
Prior 2 Yrs experience working in an in-house company secretary position, law department or firm
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