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Tarun KumarB.Com. (H), ACS, LL.B.

Mobile No.:91-9717470737

e-mail: tarun0026@gmail.com;

Personal Summary:A highly efficient and competent individual with an ability to ensure that a company complies and operatesin accordance with statutory provisions, having deep knowledge of and keen to find a challenging corporateregulatory, capital markets, economic laws, banking, legal & drafting, financial management and taxationaspects. Having excellent organizational skills, highly efficient and methodical with a good eye for detailswith an ambitious company that offers opportunities for career development and advancement.

Qualification (Academic/Professional):

Degree/Course

University/Institution

Year of Passing

LL.B. Faculty of Law, University of

Delhi, New Delhi-110007

August, 2012

Company Secretaryship The Institute of Company

Secretaries of India, New Delhi-

110003

December, 2008

Bachelor in Commerce (Honours) Sidhu Kanhu Murmu University,

Dumka (Jharkhand)

November, 2005

First Division (67.125%)

Computing Skills:

1. Certificate inMS-office & Internet 2. Certificate in TallyAccounting

3. Working experience on "Oracle FinancialAccounting System".

4. Working experience on CMSAccounting System.

Areas of Experti se:

Company Law / Company

Secretarial including foreign

Corporate Laws.

Corporate Restructuring/

Amalgamation/ Slump Sale, etc.

Strategic Planning & Corporate

Restructuring/International Joint

Venture

Issue Management/Capital

Market/Listing Agreement/

SEBI

Economic Laws: FEMA Act, 1999

/RBI; IDRA Act, 1951; MSMED

Act, 2006; IPR (Trade Mark), etc.

Due Diligence in relation to Corporate

laws/ FEMA/ Depositories Act/

Banking, etc.

Risk Management/ High Risk

Audit

Taxation: Transfer Pricing, Tax

deduction at source, Special

Valuation Branch (Customs),reply/Appeal regarding taxation

matters, etc.

Corporate Banking & Charge

Management

National Housing Bank

Compliances & Assets

Liabilities Management

(ALM)

Litigations/proceedings before

Courts & Quasi-Judicial

Authority

Finance & Accounts

General & Commercial Laws Electricity Regulatory Laws Drafting of Statutory/Non-Statutory

documents

Immigration Laws Environmental/Pollution Lawsincluding preparation of

ENVIRONMENTAL IMPACT

ASSESSMENT REPORT.

Industrial & Labour Laws including

Plant/Factory Set up in India.

Co-ordination and liaisonwithStatutory authorities & Non

Statutory entity

Preparation of MIS & othernecessary reports

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Working Profile/Experience: [Total Experience: 5 years and 9 months]

Present Position : Company Secretary cum Head (Legal)

(December, 2012, to till the date)

Company : Munjal Kiriu ndustries Private Limited(A JV of Hero Group, India; Sumitomo orporation , Japan, & Kiriu orporation , Japan)Hero Group

ranks among the top 10 Indian Business Houses. The management style of the

Hero Group has been acclaimed internationally by leading management institutions like

INSEAD (France). London Business School, UK. Based on a world-wide study, the World

Bank has acclaimed Hero Cycles as a role model in vendor development.

Sumitomo orporation , Japan, the fortune 500 company, is recognized as one of Japanslargest trading house, with its global network in more than 170 countries.

Sector/Industry : Manufacturing/Automotive

Profile : Responsible for overall legal compliances including the Companies Act, 1956; the

Depositories Act, 1996; Economic Laws such as FEMA Act, 1999; IRDA Act, 1951; SICA(Repeal) Act,

2003; Corporate Restructuring/Joint Venture, and other laws/matters including taxation such as

Transfer Pricing, Special Valuation Branch(Custom), IPR (Trade Mark),etc.

Coordinating and liaisioning with Banks for Banking operation and also with the Government offices.

Handling litigations/proceedings before High Court/Civil Courts /Tribunal/Conciliation Officer, etc. in

relation to Industrial & Labour laws & N. I. Act, 1881, Code of civil procedure Code, 1908, ElectricityRegulatory statutes, etc. including compounding of offences before CLB/RBI.

Also drafting on different aspects of legal & commercial documents.

Also responsible to ensure overall compliances and assess the risk as the LEGAL HEAD of the Company

under all statutes including Industrial & Labour laws, Environmental Laws, Finance & Accounts, and

other departments including updation of new enactments to all department concerned relating to risk

management.

CORE COMPETENCIES/EXPERTISE

I. TO ENSURE OVERALL COMPLIANCES UNDER THE COMPANIES ACT, 1956/COMPANY SECRETARIAL INCLUDING THE FOREIGN COMPANY LAWS/THE DEPOSITORI ES ACT, 1996,AND OTHER ALLIED LAWS:

Convening & holding of the Board/the Committee meetings thereof and GeneralMeetings/AGM (Physical & through Video Conferencing facilities) including passing of

resolution by circulation.

Drafting of Annual Report including the Directors Report, Chairman Speech andManagement Discussion & Analysis Report, etc.

Preparing and maintaining/updating of Statutory and Non-Statutory Registers & Recordsas per the Companies Act, 1956.

Compliances under u/s-274/297/299/314/314(1A) & (1B) of the Companies Act, 1956.

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Appointment/reappointmentof Directors/Managing Director. Incorporation of company, Change of name/objects clause, Increase in authorized share

capital, etc.

Filing of various e-forms including annual filingwith ROC/RD/MCA.

Arrangement for dividend payout; and preparation of Undelivered & Unclaimed Report and

annual filing thereof; and transfer of the unclaimed amount to Investor Education &

Protection Fund Account u/s 205 C of the Companies Act, 1956.

To ensure compliances related to holding and subsidiary, or associate, or companies underthe same management.

Dealing with Internal/Statutory (KPMG)/Cost Auditor/Secretarial Auditor/IndependentAuditor/System Auditor/High Risk Exposure Audit, etc.

Easy Exit Scheme and Fast Track Exit Scheme for defunct companies and revival ofdormant companies.

Representation services before CLB/RD/ROC. Others:

All other matters & resolutions relating to functioning of the Company such as

Action Taken Report (ATR), advise/update to the Board on compliance issues.

I I . I SSUE MANAGEMENT/ CAPITAL MARKET/ SEBI / LI STING AGREEMENT: Issue and allotment of Preferential and Rights shares in demat (around 37 crores in two

tranches) as well in physical formand coordination/liasioning with NSDLand RTA.

Issue of duplicate share certificates including transfer/transmission, Dematerialization ofshares.

SEBI (ICDR) Regulations regarding I nitial Public Offer (I PO)upto preparation of DRHP. Listing Agreement compliances including the Corporate Governance, Private Placement of

Bonds/Debentures listed on NSE/DSE, Interest payment process, put and call option,

redemptionof Bonds/Debentures, etc. in relation to Rs. 7,500 Crores debentures/bondsunderthe Listing Agreement and SEBI(ILDS), 2008/the Regulations thereof;

I I I .STRATEGIC PLANNING INCLUDI NG CORPORATE RESTRUCTURING/JOINT VENTURE On hand experience in setting-up of Joint Venture Company involving finalization of

Business/commercial Plan, drafting of various Agreements like Memorandum of

Understanding, Shareholders Agreement, Share Purchase Agreement, Technical

Assistance Agreement, including the modification(s) thereof, etc.

On hand experience on matters incidental to acquisition/takeover of existing companiesand/or transfer of business Units/Industrial Undertaking (slump sale)in India, sale of the

Company, private arrangement, private placement, etc. including drafting legal

documentation incidental or ancillary thereto including due diligence concerning thereto. Amalgamation/Merger/Demerger: Preparation of Regional Director (RD) Report.

I V. COMPLIANCES UNDER ECONOMIC LAWS: FEMA (RBI)/FDI Policy

To ensure compliances under Foreign Exchange Management Act, 1999/ Foreign Direct

Investment Policy with Reserve Bank of India in relation to swapped loan/External Commercial

Borrowings (ECB), Shares subscription, Shares transfer, Annual filing, Downstream investment

compliances with FIPB, remittance to non-residents, Import of machinery, reply of RBI letters and

personal appearance, compounding, etc.

Industrial (Development & Regulation) Act, 1951/MSMED Act, 2006/Industrial Policy

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This is related to filing/compliances of Industrial Entrepreneurs Memorandum(IEM)/Industrial License (IL), Monthly Production Report, Change in name/ ownership of and effecting

substantial expansion/manufacture of new article(s), etc., with SIA-DIPP, Ministry of Commerce &Industry, Government of India under IDRA Act, 1951.

Electricity Regulatory StatutesTo keep close views on electricity regulatory orders pronounced by

Regulatory Commission/Authorities, preparation & filling of petition before HERC, etc.

Intellectual Property Laws & other StatutesThis is related to registration of Intellectual Properties Rights (Trade Marks), compliances

under the Competition Act, 2002, etc.

V.TAXATION: Customs (Special Valuation Branch); Transfer Pricing Analysis; Tax Deducted at Source (TDS);

Filing of Forms; and calculation & payment of advance tax& audit u/s44 ABof the Income Tax Act, 1961; Co-ordination and liasioning with tax consultants in related to Departmental appeal and CESTAT. Alsoprocedural compliancesregarding registration with Sales tax & Excise Department. Drafting ofreply/appeal before Excise/Service tax authority.

VI . CORPORATE BANKING (LOAN DOCUMENTATION) AND CHARGE MANAGEMENTINCLUDING CREDIT RATING COMPLI ANCES;

Opening & closing of the Bank, negotiating and availing of working capital/term loanfacilities, switchover of loan, Bank Guarantee; and loan documentation.

Charge management: filing of creation/modification/satisfaction of charges in relation thereofwith ROC.

Co-ordination and liasioning with Banks & Credit Rating Agency in relation to the aforesaidBanking operations.VI I .FI NANCE & ACCOUNTS;

Compilation & finalizationof Profit & Loss A/c and Balance Sheet of the Company; Entries in ORACLE FINANCIAL/TALLY accounting Systems. Reconciliation of accounts, etc.

VI I I .NATIONAL HOUSING BANK (NHB) COMPLI ANCESCompliance with National Housing Bank (Regulator of HOUSING FINANCE COMPANIES):

Preparation and submission of:

National Housing Bank(NHB) compliances-Monthly/Quarterly/Yearly on liquidity; Assets Liabilities Management(ALM)-Half/Annually; and NHB Inspection Report.

I X.LITIGATIONS; Co-ordinating/liasioning with advocates on legal issues/litigations before the High Court/Civil

Court/Labour Courts/Tribunal, etc.under Civil, Criminal, Negotiable Instruments Act, labour laws, and

quasi-judicial nature proceedings under Taxation laws. Preparation of MIS Report on proceedings before the Statutory Authorities and keeping

systematic records of the same in Database.

Compounding Proceedings before CLB/RBI.

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Representation services before RBI/Collector of Stamp/ RD/ROC/ Conciliation Officer/Collector ofStamp/other quasi-judicial bodies.

Handling the routine functions of an in-house legal department; andadvises & opine on thestatutory provisions and judicial precedent and reporting case laws for ongoing legal matters.

Drafting & vetting of petition, written statement, issue of notices, Legal Report/Opinion, etc. Preparation of overall legal proceedings Report and reporting to the Board (monthly & quarterly

basis).

X. DRAFTI NG & VETTING OF STATUTORY & NON-STATUTORY DOCUMENTS; Identifying legal risk associated in each commercial contract and taking appropriate steps to

mitigate such risks to safeguard and protect Companys property. Drafting of Joint Venture Agreement, Non-Disclosure (Confidential) Agreement / Mutual

Confidentiality Agreement, Service/Job Work/Outsourcing Agreement, Master Supply

Agreement/Master Sale and Purchase Agreement/Master Services Agreement & Addendumthereof, etc.

Drafting of the Company Rules, Compliance Policy, Industrial Standing Orders, etc. Drafting of Affidavit, Indemnity Bond, Declaration, Undertaking, Memorandum of

Understanding/Term Sheet, Power of Attorney, Leave & License agreement, Rent/Lease

agreement, Hire Purchase Agreement, Surety Bond, Bank Guarantee/Counter Guarantee,Tripartite Agreement, Manpower Agreement, Settlement Agreement, etc.

XI . LIASIONING AND CO-ORDINATION WITH STATUTORY AND NON-STATUTORYAUTHORITI ES INCLUDING:

With suppliers/customers at the initial point of negotiation such as NISSAN Motors, Renault, Maruti,Suzuki, Escorts, Honda, Tecumseh,GM Motors, Harley Davidson, etc.

With Directorate of Industries/DIC; Ministry of Statistics & PI- GOI, Labour Authorities, etc. WithACMA, GCC, CII, ASSOCHAM, Haryana Environmental Society, etc.

XII. ENVIRONMENTAL/POLLUTION LAWS: Ensure compliances under the environmental/pollution lawsincluding consent management. Preparation of Internal Environmental Impact Assessment Report in the line of National

Environment Policy, 2006.

XIII. INDUSTRIAL & LABOUR LAWS AND MIGRATION LAWS: Compliances under the Industrial & Labour Laws. Setting-up factory/plant in India.

Also documentation of Employment Visa/Business Visa/Visa Extension/Exit Visa andregistration with FRRO/FRO, Ministry of External Affairs.

XIV. Compliances under General & Commercial Laws, Minor Acts including compoundingbefore the Collector of Stamp, etc.; and

XV. MIS Report, Presentation Materialand other reports for the corporate reference & review.PREVIOUS EMPLOYMENT:

Position : Company Secretary cum Manager (Legal)- Appointed as the first

Company Secretary(November, 2011 to December, 2012)

Company : Magnum MI Steel Private Limited

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(A Joint Venture of Magnum, India; Marubeni-Itochu Steel Pte. Ltd., Singapore; andMarubeni- Itochu Steel Inc., Japan)

Subsidiary company:Magnum MI Unai Press Parts Private Limited (A JV of Magnum MI

Steel Private Limited and Unai Metal Industries Co., Japan).

Sector : Manufacturing/Automotive/White goods

Profile:Responsible for overall compliancesunder the Companies Act, 1956/Company Secretarialincluding the foreign Company laws, setting of Joint Ventures and plant/factory in India.

Compliances under the Economic Laws such as FEMA (RBI)/FDI Policy, Industrial (Development &Regulation) Act, 1951/ MSMED Act, 2006/Industrial Policy, Intellectual Property Laws (Trade Mark) &other Statutes including banking &charge management. Also accountable for drafting commercialdocumentation, litigation management, migration laws, industrial & labour/environmental lawscompliances, co-ordination & negotiation with customers, Chamber of Commerce, ACMA, etc.

POSITION : COMPANY SECRETARY-APPOINTED AS THE FIRST COMPANY SECRETARY

(DECEMBER, 2010 TO NOVEMBER, 2011)

Company : Cargo Planners Limited

Sector/Industry : Service/Cargo/Travel

Associate Companies:Travel Planners Limited and Transport Planners Limited

Profile : ensure overall compliances under the Companies Act, 1956/Company Secretarial;SEBI (ICDR) Regulations regarding I nitial Public Offer (I PO)upto preparation of DRHP, Banking &

Charge management, drafting, Finance & Accounts including compilation & finalization of Profit &

Loss A/c and Balance Sheet of the Company, taxation, etc.;

DESIGNATED AS CS MANAGEMENT (PRACTICAL) TRAINEE

October, 2010Organisation: Registrar of Companies, National Capital Territory of India, Ministry of

Corporate Affairs

Assignment Handled

1. Master data updation, Issue of Notices, Form Approvals, Certification of documents, etc.2. Amalgamation/Merger/De-merger: Preparation of Regional Director on the same.

DESIGNATED AS CS (MANAGEMENT TRAINEE)

June, 2009 to September, 2010

Company: H ousing & Urban Development Corporation, Lodi Road, New Delhi

(Completed training in Resource Mobilisation Wing & Company Secretarial Wing, in HUDCO, aleading financial institution u/s-4Aof the Companies Act, 1956)

Sector/Industry: Public Financial Institution/Housing Finance Company/Construction/ Consultancy.

Assignment Handled:

Listing Agreement compliances, National Housing Bank Compliances, Finance & Accountsincluding taxation, classical company secretarial functions, etc.

Personal:

Date of Birth - 12-02-1982Father's Name - Shri R. N. SinghStrength - Creative, Challenging & Dynamic

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Address - K-26, Mahipalpur, New Delhi-110037

References - To be provided on request.