JOB DESCRIPTIONManager – Legal, Compliance & Corporate Governance

Company: Bionova Research Labs Pvt. Ltd.
Location: Bengaluru
Employment Type: Full-Time
Reporting To: Managing Director

Role Purpose

Bionova Research Labs Pvt. Ltd. is looking for a commercially aware Legal, Compliance & Corporate Governance professional who can build and maintain systems that reduce financial leakage, prevent disputes, strengthen contractual controls and improve organisational discipline.

This is not a conventional litigation-focused legal role. The position is intended for someone who can proactively identify operational and legal risks and convert them into practical policies, agreements, SOPs, controls and review mechanisms.

The role will work closely with Management, Finance, Operations, Manufacturing, Sales and employees across the organisation.

KEY RESPONSIBILITIES1. Corporate Governance & Companies Act Compliance

- Maintain and monitor the Company's statutory and corporate compliance calendar.
- Coordinate Companies Act, MCA and ROC-related compliances.
- Maintain Board, shareholder and corporate governance documentation.
- Review and maintain statutory registers, resolutions, meeting records and corporate records.
- Monitor shareholding records, share transfers, allotments and capitalization-related documentation.
- Track obligations arising from Shareholders' Agreements, investment agreements and related corporate documents.
- Coordinate with external Company Secretaries, Chartered Accountants, advocates and consultants where required.
- Ensure important corporate documents are properly executed, recorded, indexed and retrievable.
- Identify compliance gaps and report them to Management before deadlines or exposure arise.

2. Contract Management & Legal Risk Control

Develop and maintain standard legal documentation for the Company, including:

- Vendor Agreements
- Supplier Agreements
- Manufacturing Agreements
- Contract Manufacturing Agreements
- Quality Agreements
- Packaging Supply Agreements
- Confidentiality Agreements / NDAs
- Distributor Agreements
- Customer Agreements
- Credit Agreements
- Service Agreements
- Consultancy Agreements
- Employment Agreements
- Intellectual Property and Confidentiality Agreements
- Purchase Order Terms & Conditions
- Product Development Agreements
- Artwork Approval Documentation

Review contracts before execution and identify:

- financial exposure
- liability
- indemnification requirements
- payment terms
- credit risks
- intellectual property issues
- confidentiality obligations
- quality responsibilities
- delivery obligations
- termination rights
- dispute resolution
- jurisdiction
- penalties and damages
- regulatory risks.

Ensure that commercial transactions are supported by appropriate written documentation instead of relying on informal commitments.

3. Vendor & Supplier Governance

Build systems to reduce losses arising from supplier negligence, poor quality, unauthorized changes or failure to meet agreed specifications.

Responsibilities include:

- Vendor onboarding documentation.
- Standard vendor agreements.
- NDA and confidentiality controls.
- Approved artwork and specification controls.
- Vendor performance documentation.
- Quality and delivery-related contractual protections.
- Vendor deviation reporting.
- Corrective and Preventive Action tracking.
- Rejection, replacement and recovery procedures.
- Responsibility allocation for defective or non-conforming materials.
- Protection of Bionova/Bionii trademarks, artwork and intellectual property.
- Prevention of unauthorized vendor branding or modifications on Company packaging.
- Control of dies, cylinders, moulds, artworks and Company-owned development material.
- Documentation relating to rejected or excess branded packaging.

Maintain a Vendor Legal & Risk Register for significant suppliers and contract manufacturers.

4. Contract Manufacturing & Product Control

Establish documentation and controls for products manufactured through third-party manufacturers.

Ensure appropriate documentation covering:

- approved product formulation
- specifications
- packaging
- artwork
- testing requirements
- Certificates of Analysis
- batch documentation
- manufacturing responsibilities
- regulatory responsibilities
- approved ingredient sources
- deviation management
- change control
- complaint handling
- recalls
- rejected products
- confidentiality
- intellectual property
- indemnification and liability.

Ensure that no material change in formula, ingredient source, specification, packaging, artwork or manufacturing process is made without documented Company approval.

5. Customer Credit & Receivables Risk Management

Develop systems to reduce losses arising from customer defaults and uncontrolled credit exposure.

Responsibilities include:

- Customer KYC documentation.
- Credit approval documentation.




- Customer credit agreements.
- Credit limit and credit-period documentation.
- Security and guarantee documentation where applicable.
- Review of overdue receivables.
- Legal escalation of delayed payments.
- Preparation of payment reminders and legal notices.
- Coordination of recovery proceedings when required.
- Monitoring MSME-related payment protections and remedies where applicable.
- Maintaining an ageing-based legal escalation system.

Work closely with Finance and Sales to establish a structured:

Customer Credit → Approval → Monitoring → Recovery → Legal Escalation process.

6. Employee Governance & Workplace Discipline

Support Management in establishing legally compliant and documented employee governance systems.

The role will not independently evaluate technical or departmental employee performance. Performance assessment will remain with the employee's Reporting Manager and Management.

The Legal & Compliance function will ensure that employee processes are properly documented and consistently implemented.

Responsibilities include:

- Employment documentation.
- Appointment letters.
- Employment terms and conditions.
- Confidentiality agreements.
- Intellectual property clauses.
- Employee Code of Conduct.
- Employee Handbook.
- Conflict-of-interest declarations.
- Company property and asset policies.
- Information confidentiality policies.
- Attendance and workplace conduct documentation.
- Employee disciplinary procedures.
- Warning letters.
- Show-cause notices.
- Performance Improvement Plans.
- Corrective Action Plans.
- Misconduct documentation.
- Employee grievance documentation.
- Probation and confirmation processes.
- Resignation and exit documentation.
- Handover documentation.
- Protection of Company information after employee exit.

Ensure disciplinary actions follow proper documentation, consistency and principles of natural justice.

7. KRA / KPI Governance & Performance Documentation

Coordinate with departmental heads to establish proper performance documentation systems.

Responsibilities include:

- Ensure each relevant employee has documented KRAs and KPIs.
- Maintain standardized performance review formats.
- Ensure departmental heads periodically review employee performance.
- Maintain documentary records of performance discussions.
- Track Performance Improvement Plans.
- Monitor agreed corrective actions and timelines.
- Ensure employees are formally informed of significant performance deficiencies.

The Legal & Compliance function will administer and document the performance-management process, while actual performance ratings will remain the responsibility of functional managers and Management.

8. SOP & Policy Development

Identify activities where lack of documentation or process control exposes the Company to financial, legal or operational risk.

Prepare, implement and periodically review SOPs including:

- Contract Approval SOP
- Vendor Onboarding SOP
- Customer Credit Approval SOP
- Receivables Recovery SOP
- Employee Disciplinary SOP
- Performance Review SOP
- Procurement Authorization SOP
- Confidentiality and Data Access SOP
- Artwork Approval SOP
- Contract Manufacturing Control SOP
- Vendor Deviation SOP
- Legal Notice SOP
- Document Retention SOP
- Conflict-of-Interest SOP
- Employee Exit & Handover SOP
- Delegation of Authority Matrix.

SOPs should be practical, easy to implement and designed to prevent recurring losses.

9. Legal Risk & Compliance Audit

Conduct periodic internal reviews to identify:

- undocumented commercial arrangements
- expired contracts
- weak agreements
- non-compliance
- statutory deadlines
- outstanding employee matters
- vendor disputes
- customer defaults
- legal notices
- intellectual property risks
- documentation gaps.

Maintain a Legal & Compliance Risk Register classified by priority:

Critical / High / Medium / Low

Every identified risk should have:

- Issue
- Risk
- Responsible Person
- Corrective Action
- Deadline
- Current Status.

10. Monthly Governance & Compliance Review

Prepare a monthly report for Management covering:

Corporate

- statutory compliance
- ROC/MCA matters
- Board/shareholder actions
- pending corporate documentation.

Employees

- disciplinary matters
- PIPs
- employee documentation gaps
- employment disputes
- pending corrective actions.

Vendors

- contractual deviations
- supplier disputes
- quality-related contractual issues
- claims and recoveries.

Customers

- overdue receivables
- credit exposure




- legal recovery cases
- high-risk customers.

Contracts

- agreements pending execution
- agreements due for renewal
- contractual risks requiring Management attention.

Legal

- notices received
- notices issued
- litigation
- regulatory matters
- external counsel matters.

11. Legal Notices, Disputes & Litigation Coordination

- Draft and respond to routine legal communications.
- Maintain a central litigation and legal-notice tracker.
- Prepare factual case summaries and supporting documentation.
- Coordinate with external advocates where litigation or specialist legal advice is required.
- Ensure Management receives timely updates on significant disputes.
- Attempt preventive and commercially sensible resolution before disputes escalate wherever appropriate.

12. Documentation & Record Control

Create a centralized system for important legal and compliance documents.

Maintain organized records of:

- corporate documents
- statutory filings
- agreements
- NDAs
- employment records
- vendor agreements
- customer agreements
- litigation
- legal notices
- intellectual property records
- Board documents
- shareholder records.

Ensure documents are version-controlled, signed, properly stored and easily retrievable.

KEY PERFORMANCE INDICATORS

Performance will be assessed based on outcomes such as:

- Reduction in preventable commercial disputes.
- Reduction in financial losses arising from undocumented or weak contractual arrangements.
- Percentage of critical vendors covered by valid agreements.
- Percentage of credit customers covered by proper documentation.
- Timely completion of corporate and statutory compliances.
- Reduction in overdue compliance items.
- Timely contract review and execution.
- Employee documentation completion.
- Closure of identified compliance gaps.
- Implementation of SOPs and internal control systems.
- Timely recovery/escalation of overdue receivables.
- Proper maintenance of legal and governance records.
- Effectiveness of preventive controls.

The success of this role will be measured primarily by problems prevented, risks controlled and systems created—not by the number of legal notices issued.

CANDIDATE PROFILEPreferred Qualification

Any one or combination of:

- LL.B. / Advocate
- Company Secretary / CS qualification or relevant CS experience
- Legal & Compliance background
- Corporate law / commercial contracts experience.

Candidates with experience across both Corporate Compliance and Commercial Legal functions will be preferred.

EXPERIENCE

Approximately 1–5 years of relevant experience may be considered depending on demonstrated capability.

Robust practical ability can be considered more important than number of years of experience.

Experience in any of the following will be advantageous:

- manufacturing companies
- pharmaceutical companies
- nutraceutical companies
- FMCG
- healthcare
- contract manufacturing
- corporate legal departments.

REQUIRED SKILLS

The candidate should demonstrate:

- Excellent legal drafting skills.
- Strong understanding of commercial contracts.
- Knowledge of Companies Act and corporate governance.
- Ability to build SOPs and compliance systems.
- Strong documentation and record-management skills.
- Commercial awareness.
- Attention to detail.
- Ability to identify risks before they become disputes.
- Ability to independently follow up with departments.
- Ability to communicate firmly and professionally.
- Ability to challenge non-compliant practices when required.
- Valuable written and spoken English.
- High level of confidentiality and integrity.
- Strong working knowledge of MS Word, Excel and document-management tools.

PERSONAL ATTRIBUTES

We are specifically looking for a person who is:

- systematic
- practical
- independent
- disciplined
- commercially sensible
- detail-oriented
- comfortable taking ownership
- capable of implementing systems rather than only giving legal opinions
- willing to question weak practices respectfully
- able to work directly with senior Management.

This position requires someone who can say:

“This process creates unnecessary risk. This is how we should document and control it.”

and then take responsibility for implementing the solution.

WHAT THIS ROLE IS NOT

This is not purely:

- a litigation job
- an ROC filing job
- an HR executive role
- a documentation-only job.

It is an integrated Legal, Compliance, Corporate Governance and Business Risk Control role designed to create stronger systems across the organisation.

Primary Objective

Build systems that prevent losses, strengthen contracts, improve corporate governance, establish employee accountability, control vendor and customer risks and reduce future disputes as Bionova Research Labs scales its business.

Pay: Up to ₹75,000.00 per month

Application Question(s):

- Please mention your current CTC (in Lakhs PA)

Work Location: In person

📌 Manager – Legal, Compliance & Corporate Governance (India)
🏢 Bionova
📍 India