Ketan Kulkarni
Mumbai
Summary
As a seasoned Company Secretary, efficiently manage tasks and ensure compliances by following highest standards of corporate governance. Possess specialized skills in corporate law compliance, governance frameworks, and stakeholders’ communication. Excel in utilizing strong analytical abilities, effective communication, and problem-solving to navigate complex regulatory environments and support board-level decision-making.
Overview
27
27
years of professional experience
Work History
Company Secretary
DBS Bank India Limited
Mumbai
02.2018 - Current
- Played a major role in the conversion of DBS Bank, operating in India, as a Foreign Bank branch to a Wholly-Owned Subsidiary (WOS) as per the RBI guidelines and amalgamation of the Foreign Branch undertaking into DBS Bank India Limited (DBIL)
- Instrumental in setting up the Secretarial Compliances in DBS Bank India Limited. Post conversion to WOS, the secretarial processes and procedures were put in place.
- Played a major role in the constitution of the Board and various Committees of DBIL, as per the applicable provisions of the Companies Act, Banking Regulation Act, and RBI guidelines, issued from time to time.
- Had an important role in obtaining approvals of RBI for the banking license to DBIL and also the approvals for the first set of Board of Directors.
- Setting up cadence of meetings of Board and Board level Committees as per the requisite provisions and regulations.
- Played a major role in carrying out the due diligence of the new directors appointed on the Board of DBIL.
- Contributed substantially during the process of merger of the erstwhile Lakshmi Vilas Bank Limited into DBIL.
- Ensured that the constitution of Board & Committees continues to meet the regulatory requirements.
- Ensured the secretarial compliances relating to the Board, Committee, General Meetings, maintenance of records, filing of requisite forms and returns, and providing advice to the Management relating to corporate governance and various corporate actions.
Company Secretary
IDFC Limited
Mumbai
02.2011 - 02.2018
- Led the team of 8 professional company secretaries.
- Responsible for Secretarial Compliances for IDFC and all its subsidiary companies.
- Led the teams in 3 merger applications filed during the year in order to restructure the entire IDFC Group.
- Successfully handled QIP issue in September 2014.
- Successfully handled Postal Ballot process three times.
- Lead the team for 6 years for preparation of Annual Reports, involving coordination with various departments and printers.
- Independently handled the board and committee meetings of IDFC Limited and its various subsidiary companies.
- Coordinate closely with Karvy (Registrar & Transfer Agent) for handling the investor grievances of the shareholders (around 3.5 lac) and infra bond holders (around 14 lac).
Company Secretary & Head - Legal
Standard Chartered – STCI Capital Markets Limited (formerly UTI Securities Limited)
Mumbai
05.2007 - 02.2011
- Lead the team of 5 professional company secretaries and lawyers.
- Independently handled the takeover of stake in UTI Securities by Standard Chartered group company, including making applications and obtaining approvals from the stock exchanges, SEBI, NSDL, CDSL, etc. for the change in control of the Company.
- Secretarial Compliances in respect of the Company and its erstwhile subsidiary, STCI Commodities Limited, including convening of Board and General Meetings.
- Ensured Secretarial compliances, including filing of requisite forms, returns, and other filings with MCA, ROC, SEBI, exchanges, and other statutory and regulatory authorities.
- Handled the legal compliances, including vetting of agreements, attending to court matters, issuing and replying to notices, and completing documentation pertaining to the products introduced.
- The Company acted as Co-BRLM for the issue of Indian Depository Receipts (IDRs) of Standard Chartered Bank.
Company Secretarial Department
Kotak Mahindra Bank Limited
Mumbai
12.2005 - 05.2007
- Involved in the issue of Global Depositary Shares of Kotak Mahindra Bank Limited, amounting to US$100 million, including drafting the Offering Circular, closing formalities, and listing the underlying equity shares on BSE and NSE.
- Involved in drafting and finalizing the Corporate Governance Report, including the Audit thereof.
- Involved in a demerger of an undertaking of the subsidiary of the bank through court procedure.
- Independently handling the secretarial matters pertaining to a company acting as a Trustee for various Venture Capital Funds.
- Independently handled the implementation of the Insider Trading Code, adopted by the Bank.
- Involved in the process of granting ESOP and listing the equity shares arising out of the exercise of ESOP.
- Independently handled the buyback of shares of a closely held public company, which is an associate entity of the Bank.
Legal & Secretarial Department
HDFC Bank Limited
Mumbai
11.2001 - 12.2005
- Personally handled the work relating to the Board and Committee Meetings, and preparation of minutes thereof.
- Handled the work relating to the American Depository Receipts issued by the Bank.
- Complying with the provisions of the listing agreement in respect of the Board Meetings, General Meeting, and other compliances.
- Filing of Forms with the New York Stock Exchange in respect of the ADR issued by HDFC Bank and listed thereon.
- Personally handled the secretarial work relating to the Annual General Meeting of the Bank, including preparation of the Corporate Governance Report.
- Compliances relating to the Employees' Stock Option Scheme, pursuant to the SEBI guidelines as amended from time to time.
- Secretarial compliances, including the convening of the Board Meetings, preparing minutes, filing of forms, and returns, etc. relating to the group / associate companies.
- Involved in preparing the Information Memorandum in respect of the issue of Unsecured Non-convertible Redeemable Subordinated Bonds on a private placement basis pursuant to the SEBI Guidelines.
- Verification of documents pertaining to the premises which the Bank acquired on Leave and License/Lease basis for installation of branch offices/ATMs and preparation of agreements in respect thereof.
- Verification of loan documentation, including loan agreements, mortgage deeds, hypothecation agreements, and other documents.
- Verification of documents pertaining to the rental discounting deals, and also checking the loan documentation in respect thereof.
Secretarial Officer
M/s. S. N. Ananthasubramanian & Co., Company Secretaries, Thane
Mumbai
07.1999 - 11.2001
- Personally handled three petitions filed for shifting of the Registered Office of the company from one state to another.
- Personally handled the Secretarial Audit of a Listed Company and due diligence of a software company.
- Involved in giving opinions to private and public companies on various matters relating to: (i) Companies Act and Rules made thereunder, (ii) Listing Agreement, and (iii) SEBI Guidelines.
- Involved in a Special Demat Audit of a Multinational Company.
- Involved in audit of the process of Dematerialization and Transmat at various Registrar and Transfer Agents.
- Personally involved in conducting election of directors from amongst shareholders, other than the Central Government, at the Extraordinary General Meetings of Dena Bank and Bank of Baroda.
- Involved in providing consultancy support to nationalized banks on various issues relating to: (i) Banking Regulation Act, 1949; (ii) Listing Agreement; and (iii) SEBI Guidelines.
Secretarial Trainee
BSES Limited
02.1998 - 05.1999
- Participated in the process of dematerialization of shares, including examination and scrutiny of dematerialization request forms (DRFs), checking of share certificates, confirmation of demat requests, etc.
- Participated in the process of Forfeiture of Shares, effected in March 1998.
- Personally handled the investors' grievances relating to transfer, transmission of shares, issue of duplicate share certificates, non-receipt of dividend, etc.
- Preparation and filing of various Forms and Returns prescribed under the Companies Act and Rules made thereunder.
Education
Company Secretary - Corporate Secretarial Specialization
Institute of Company Secretaries of India
New Delhi, India 12-2001
B. Com. - Accountancy
Bombay University
Mumbai, India 03-1994
Skills
- Corporate Governance
- Corporate Laws
- Corporate Secretarial Processes
- Legal Compliance
- Effective Communication
- Document Management
- Man Management
- Close Coordination with various departments and Directors
- Regulatory knowledge
- Business ethics
- Due diligence
Languages
Marathi
First Language
English
Proficient (C2)
C2
Hindi
Proficient (C2)
C2
Timeline
Company Secretary
DBS Bank India Limited
02.2018 - Current
Company Secretary
IDFC Limited
02.2011 - 02.2018
Company Secretary & Head - Legal
Standard Chartered – STCI Capital Markets Limited (formerly UTI Securities Limited)
05.2007 - 02.2011
Company Secretarial Department
Kotak Mahindra Bank Limited
12.2005 - 05.2007
Legal & Secretarial Department
HDFC Bank Limited
11.2001 - 12.2005
Secretarial Officer
M/s. S. N. Ananthasubramanian & Co., Company Secretaries, Thane
07.1999 - 11.2001
Secretarial Trainee
BSES Limited
02.1998 - 05.1999
Company Secretary - Corporate Secretarial Specialization
Institute of Company Secretaries of India
B. Com. - Accountancy
Bombay University
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