K Chandra Sekhar Naidu

CS K. CHANDRA SEKHAR NAIDU
Mobile: 7022276954 / 9290043068 || Email id: naidu33acs@gmail.com

COMPANY SECRETARY (over 14 years of experience)

Achievements:

o Corporate Law Compliance Management in both, listed & closely held Companies
o Incorporation & Compliance Management of Companies incorporated outside India
o Drafting of Red Herring Prospectus
o Obtained approvals of Ministry of Corporate Affairs, wherever needed
o Bid documentation for Power Projects, Iron Ore Mines, Gold Mines & online bidding
o Financial Closure of Power Projects
o Loan documentation for availing Term Loans, Working Capital Facilities, Project Finance
o Attending hearing at various Judicial Authorities (High Court, NCLT)
o Obtained Credit Rating
o Streamlined & implemented Insurance Policies Management
o Assisted in Mergers of Listed Entities

Skill Sets:

o Corporate Law Compliance Management:
(a) Companies Act of 1956 & 2013 & Rules there under
(b) SEBI Regulations: (a) Listing Obligations and Disclosure Requirements; (b) Takeover Code, (c) Prohibition of Insider Trading Code
o Corporate Restructuring
o Securities Issue Management
o Loan & Bid Documentations (Mines, Fuel Linkage, Power Transmission)
o Contract drafting & vetting
o Attending hearing at various Judicial Authorities (High Court, NCLT)

Key Result Areas:

o Incorporation of Company’s & matters incidental thereto (in India & Abroad)
o Coordinating with consultants for incorporating & ensuring secretarial compliances of companies incorporated at Netherlands, Mauritius, Cyprus, Indonesia, Singapore & South Africa
o Alteration of Memorandum of Association & Articles of Association
o Amalgamations, mergers, de-mergers, slump sale
o Conversion of Public Limited Company to Private Limited Company & vice versa
o Conducting / assisting in conducting Secretarial Audit, Due Diligence
o Preparation of Search & Status Reports
o Obtaining approval from Ministry of Corporate Affairs, wherever needed
o Ensuring timely compliances under SEBI Regulations
o Drafting of Share Purchase Agreements, contracts, deeds
o Drafting of Annual Reports, Circular Resolutions, Minutes
o Convening Meetings of Board, Committees, Shareholders, Creditors, as well as through video conferencing
o Preparation & maintenance of Statutory Registers (including electronically)
o Filling up & e-filing of various special & periodical notices / returns (including XBRL)
o Listing of further issue of Shares (Preferential Issues, Right Issue & Bonus Issue)
o Drafting & implementation of “Code for Prevention of Insider Trading”, “vigil mechanism Policy”, “Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Employees”, “Nomination and Remuneration Policy”, “Corporate Social Responsibility Policy”
o Timely correspondence with Shareholders, Depositories, Share Transfer Agents, & ensuring speedy redressing their grievance
o Coordinating with Auditors in conducting Secretarial, Statutory, Cost & Internal Audits
o Coordinating & obtaining necessary Certificates, Audit Reports from Practicing Professionals
o Obtaining Credit Rating from credit rating agencies [CRISIL, CARE Rating, Fitch Ratings]
o Capable in handling legal issues relating to Corporate Affairs, Real Estate, Trade Marks
o Assisting in preparation & submission of necessary disclosures by Directors
o Organizing insurance for Company assets, Directors, officers & employees, & ensuring economies without compromising on the claims realization probability

Current Employment:

M/s. Baldota Group (Hosapete)
(October 15, 2014 to till date…)
Baldota Group, established in 1961, through its various group companies and partnerships is engaged in iron ore mining, wind energy, shipping, pelletisation, aviation, manufacturing of nitrogen / medical oxygen and Poly Sulpha Sponge (sewage treatment chemical). Further the Company has in-house R&D and Exploration Team conducting studies for exploration of Rare Earth Elements (including gold, diamond, banded iron formats) in various parts of the country. The turnover for the year 2016 stood at Rs.1350 Crore with asset size of Rs.2700 Crore.

Achievements:
o Altered Memorandum of Association to commence new businesses
o Altered Articles of Association to synchronize as per the requirements of Companies Act, 2013
o Appointed new category of directors & Reconstituted Audit, Corporate Social Responsibility, Nomination and Remuneration & Stakeholders Relationship Committee, as per requirements under Companies Act, 2013
o Integrated ceilings prescribed for Related Party Transactions under Companies Act, 2013, in SAP
o Liaison and attended hearing at National Company Law Tribunal
o Successfully prepared & compiled the documentation for participating in bidding for mines (Category C Iron Ore Mines in Karnataka, Pahardia Gold Deposit, Jharkhand, Parasi Gold Block, Ranchi)
o Drafted & got implemented the CSR Policy, Vigil Mechanism Policy, Remuneration Policy, the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Employees
o Obtained Secretarial Audit Report without qualifications
o Rebuild the entire Statutory Registers since incorporation in electronic mode

Previous Assignments / Achievements:

M/s. GMR Energy Limited
(Subsidiary of GMR Infrastructure Limited – Listed Company)
August 09, 2012 to October 10, 2014
GMR Energy Limited is the holding Company in energy vertical of GMR group, with 27 Indian subsidiaries, 18 foreign (incorporated at South Africa, Mauritius, Indonesia, Cyprus, Netherland), & 13 joint venture Companies; with three companies in operation and others at various stages of project development. Job responsibility involves ensuring secretarial law compliances for all group Companies.

Achievements:
o Drafted Draft Red Herring Prospectus of GMR Energy Limited (resolutions for amending the constitution documents, constitution of IPO Committee, write-up on 138 Group Companies, History & Corporate Structure; preparation, execution & submission of certificates to Merchant Bankers)
o Financial Closure of 180 MW run-of-rivers Hydro Power Project (Bajoli Holi)
o Preparation of bid documents [(1) Bid of TN Government for 1000 MW, (2) ONGC bid for 55000 SCMD of gas; (3) bid relating to GSPC’s offshore KG Basin Deen Dayal West]
o Negotiation, finalization of Facility Agreement & creation of security for Rs.1000 Crore RTL availed from ICICI Bank Limited by GMR Infrastructure Limited (Holding Company)

Yashoda Healthcare Services Private Limited
From November 30, 2009 to August 04, 2012
Designation: Company Secretary
M/s. Yashoda Healthcare Services Private Limited is engaged in rendering hospital and allied services (diagnostic, third party administrator, medical stores, etc) under the brand name of “Yashoda Super Specialty Hospitals” with 51 Subsidiary Companies in its group.

Being the first Company Secretary in whole time employment with the group, established the secretarial department, and assisted the management in reorganizing the entire group structure. Updated the entire secretarial records including filings, minutes, statutory registers, etc., of the entire group Companies.

Hyderabad Industries Limited (Listed with NSE and BSE)
June 01, 2007 to November 25, 2009
Designation: Company Secretary
Hyderabad Industries Limited (HIL) is a C.K.Birla Group Company engaged in manufacturing asbestos sheets and other ancillary construction material with turnover of Rs.663 Crores.

The achievements as Company Secretary at HIL includes:
o Obtained Central Government Approval for payment of remuneration to Managing Director exceeding statutory ceiling.
o Obtained shareholders consent through postal ballots.
o Redesigned website of the company for dissemination of investor information, in coordination with Information Technology Department.
o Drafted and successful implemented “Hyderabad Industries Limited Code of Conduct for Prohibition of inside Trading” & “Code of Conduct for Members of the Board and Senior Management”.
o Streamlined & implemented Asset Insurance Management, Directors & Officers Insurance, mediclaim insurance for all employees and workers working at various units of the company.

AL. Babu & Associates
Financial, Legal and Secretarial Consultants
August 11, 2003 to May 31, 2007
Designation: Company Secretary
Assigned with the responsibilities of rendering / handling secretarial compliances of client Companies, both listed and unlisted.

Goldstone Technologies Limited (Listed with NSE and BSE)
December 01, 2002 to August 10, 2003
Designation: Company Secretary
Goldstone Technologies Limited is engaged in manufacturing of cables and other electrical accessories. Goldstone Teleservices Limited (wholly owned subsidiary) is engaged in Information Technology and IT enabled services. During the tenure successfully listed preferential issue of shares.

M/s. P. Jagannatham & Co.,
Practicing Company Secretaries
From September 01, 2001 to November 30, 2002
Designation: Trainee
Apart from learning timely compliances under Companies Act, and Rules, Regulations made there under, assisted in:
o Due diligence & merger of Medicorp Technologies India Limited; and Herren Drugs And Pharmaceuticals Limited into Matrix Laboratories Limited.
o Delisting & change of name from Sierra Optima Ltd to Sierra Atlantic Software Services Ltd
o Due diligence of goldstone technologies limited & subsequent demerger / hive off of its telecom & software business into Goldstone Teleservices Limited.

Teaching Experience:

o Associated as visiting faculty for conducting classes in Tax Laws, Mercantile Law & Company Law at (from September 2003 to September 2004):
 ICSI, Chapter Office, Hyderabad
 Meritum College, College Affiliated with ICFAI
o Associated with ICFAI School of Financial Studies, 25th November, 2004 to 06th December 2006 as a faculty member; on contractual basis, subjects assigned - Corporate Laws, Taxation (both direct and indirect),and Amalgamations & Mergers
o Associated with IIPM, Banjara Hills on contractual basis, for teaching Corporate and Mercantile Law, Labour Laws (2008-2009)
o Associated with Vandana Degree College for teaching Mercantile law for final year students of Bachelors of Commerce (Academic year 2010 – 2011)

Education Qualification:

Professional
o Company Secretary from “The Institute of Company Secretaries of India” (September 2001)
o Pursuing LLB from Dr.BR Ambedkar Law College, Affiliated to Osmania University, Hyderabad

Academic
o Bachelor’s Degree in Commerce from Post Graduate College; Affiliated to Osmania University, Hyderabad (2000)
o Executive Masters of Business Administration, (International Trade) from National Institute of Business Management, Chennai (2009)

Computer Application:

o Uploading & downloading documents to / from various government websites (MCA, MSTC)
o Participating in online bidding (MSTC website for Iron Ore Mines, Gold Mines)
o Preparation of Annual Reports in XBRL format with licence software
o Working on Internet, on-line communications, teleconference, video conference
o Maintaining & publicizing investors information on the website of the Company
o Proficient with the use of Windows 7
o MS Office – 2007, 2010 (Word-Excel-Power Point-Outlook)

Personal Profile:

Father’s Name : Shri K. K. Swamy Naidu
Mother’s Name : Shri K. Suvarna Naidu
Date of Birth : October 05, 1978
Languages Known : Telugu, Hindi & English
Telephone Number : 7022276954 / 9290043068
E-mail Address : naidu33acs@gmail.com

K. Chandra Sekhar Naidu
Expected Salary: Negotiable