Guruprasad Naigaonkar
Pune
Summary
Company Secretary and Legal Professional with 10+ years of rich experience in EPC contract drafting, negotiation, and management across domestic and international projects. Proven expertise in FIDIC Silver Book contracts, risk analysis, and back-to-back subcontract structuring. Strong knowledge of manufacturing industry legal requirements, corporate governance, and commercial contracts. Skilled in contract lifecycle management (CLM), corporate restructuring, joint ventures, and legal advisory. Adept at partnering with business, technical, and project teams to ensure contractual compliance and safeguard organizational interests.
Overview
11
11
years of professional experience
2
2
years of post-secondary education
Work History
Senior Manager - Commercial & Legal
Praj Industries Limited
09.2022 - Current
- Lead contract drafting, negotiation, and management for large-scale EPC projects across India, Africa, and global markets.
- FIDIC Silver Book Expertise: Managed complete contract cycle for Africa (Tanzania) project - RFQ scrutiny, transaction structuring, drafting & execution of offshore/onshore contracts, and back-to-back subcontract drafting.
- Drafted, vetted & negotiated Technology License, Supply, Erection & Installation, Turnkey, and Engineering-Supply contracts.
- Conducted tender/contract risk analysis, identified deviations, and prepared contractual clarifications.
- Drafted & negotiated JV, SPA, BTA, and Term Sheets with leading PSUs in oil & gas sector.
- Handled R&D;, IP, O&M;, Master Service, NDA, Dealership, and Joint Technology Development Agreements.
- Drafted and vetted bank guarantees, indemnities, loan agreements, mortgage deeds and corporate guarantees.
- Implemented CLM Tool (Velody) and trained stakeholders across business units.
- Conducted training for sales & project teams on EPC contract clauses, negotiation strategies, and risk mitigation.
- Provided legal opinions on Companies Act, labour, GST, environment, and property laws relevant to EPC operations.
- Supported litigation management, prepared MIS reports, and liaised with external counsel.
Company Secretary & Asst. Manager - Legal
Freudenberg Filtration Technologies India Pvt. Ltd.
10.2018 - 09.2022
- Managed corporate secretarial compliance - Board/Committee/AGM meetings, ROC filings, Secretarial Audits, policy drafting.
- Drafted & negotiated MSAs, MPAs, NDAs, Distributor Agreements, Sub-Contracting, and Service Agreements.
- Scrutinized RFQs, tender documents, POs, LOIs and aligned legal/commercial terms with company obligations.
- Coordinated with tax authorities for legacy sales tax and GST scrutiny matters.
- Supported litigation management (Sec 138 NI Act, debtor recovery, IBC cases) and IPR portfolio (trademark/patent renewals).
- Managed insurance policy renewals and claims.
- Administered Contract Management & Compliance Tools, prepared quarterly MIS reports for Board.
Sr. Officer - Secretarial & Legal
TAL Manufacturing Solutions Ltd. (TATA Enterprise)
03.2017 - 10.2018
- Ensured full compliance under Companies Act, 2013: Board/Committee/General meetings, Directors' Reports, Annual Filings, Policies (CSR, Nomination, Remuneration).
- Drafted & negotiated NDAs, MSAs, Service Agreements, Channel Partner Agreements, and System Integrator Agreements.
- Handled due diligence and secretarial audits during corporate restructuring.
- Issued legal opinions to management and drafted performance guarantees, bonds, and undertakings.
Company Secretary & Legal Manager
Kloudq Technologies Ltd. (Kirloskar Group)
11.2015 - 03.2017
- Drafted SaaS, Reseller, Referral, NDA, and Business Associate Agreements for cloud/IOT products.
- Managed secretarial compliance, HR legal issues, and labour law documentation.
Group Company Secretary
Fabtech Projects & Engineers Ltd. / Fabtech Sugar Ltd.
01.2015 - 10.2015
- Acted as Group Company Secretary managing compliance across multiple entities.
- Supported EPC project contracts and takeover procedures (subsidiary restructuring).
- Ensured corporate governance, shareholder compliance, and Board/Committee meetings.
Education
Diploma in Taxation Laws -
Pune University
CS
The Institute of Company Secretaries of India
10.2012 - 10.2014
B.Com -
Pune University
CMA intermidiate
The Institute of Cost And Management Accountants
Skills
- EPC Contracts
- Contract Negotiation
- Risk Analysis
- Tender Scrutiny
- Commercial Agreements
- Corporate Legal Advisory
- Litigation Management
- Arbitration Management
- Legal Notices
- MIS Reporting
- Company Secretary Compliance
- Board Meetings
- Committee Meetings
- Governance
- Contract Lifecycle Management
- Manufacturing Sector Legal Compliance
- Regulatory Compliance
Projects
Tanzania Bioenergy Project (Africa), Managed RFQ review, transaction structuring, contract drafting, and execution of offshore & onshore EPC agreements. Negotiated and drafted back-to-back subcontracts (GCC & SCC) for critical supply packages. Successfully mitigated commercial and legal risks in a cross-border EPC environment. Joint Venture with PSU (Oil & Gas Sector) - India, Drafted and negotiated Joint Venture Agreement, Share Purchase Agreement, and Business Transfer Agreement. Handled regulatory and compliance aspects under Companies Act and SEBI regulations. Enabled smooth transaction execution. Turnkey EPC Project - Zero Liquid Discharge Solutions, Drafted and negotiated Design-Engineering-Supply Agreement and Turnkey Installation Contracts. Structured back-to-back vendor contracts to ensure risk flow-down and commercial protection. Technology Licensing & R&D Collaboration - Global Bioenergy Clients, Drafted Technology Licensing Agreements, Joint Technology Development Agreements, and IP-related contracts. Ensured IP protection while supporting international project execution. EPC & Manufacturing Compliance, Acted as Company Secretary & Legal Lead during group restructuring and EPC project execution in Oil & Gas, Chemicals, and Sugar industries. Managed all secretarial and legal functions alongside project compliance.
Additional Credentials
FIDIC Contracts (Residential), Critical Corporate Law Issues, SEBI & Labour Laws, Taxation Support Champion 2021, Freudenberg Filtration Technologies
Languages
English
First Language
Marathi
Proficient
C2
Timeline
Senior Manager - Commercial & Legal
Praj Industries Limited
09.2022 - Current
Company Secretary & Asst. Manager - Legal
Freudenberg Filtration Technologies India Pvt. Ltd.
10.2018 - 09.2022
Sr. Officer - Secretarial & Legal
TAL Manufacturing Solutions Ltd. (TATA Enterprise)
03.2017 - 10.2018
Company Secretary & Legal Manager
Kloudq Technologies Ltd. (Kirloskar Group)
11.2015 - 03.2017
Group Company Secretary
Fabtech Projects & Engineers Ltd. / Fabtech Sugar Ltd.
01.2015 - 10.2015
CS
The Institute of Company Secretaries of India
10.2012 - 10.2014
Diploma in Taxation Laws -
Pune University
B.Com -
Pune University
CMA intermidiate
The Institute of Cost And Management Accountants