Company Secretary

Job Description

Carrying out the secretarial, corporate governance and compliance functions as the Company Secretary of GHRL; and secretarial, corporate governance and compliance functions of GHASL, GHAL - (all 100% Subsidiaries of GMR Hyderabad International Airport Limited (GHIAL). Supervisory oversight on the secretarial , corporate Governance and compliance of EGLPPL (a 30% JV of GHAL) and LAqshya Hyderabad Airport Media Private Limited (A JV of GHIAL) (under the supervision and guidance of GHIAL Company Secretary), which includes: 1) Pre-Board Meeting works - Convening of Board Meetings (Preparation of Agenda, Arrangement of Logistics for Directors (in case of physical meetings), co-ordination with other Teams for data to be presented at the Board meeting; preparation of Secretarial Presentation to be displayed at the Meeting, uploading Agenda on DESS; advising Directors on Company Law / Strategic Matters; 2) Post Board Meeting works (Drafting and circulating of minutes of meeting, dissemination of ATR points, necessary ROC filing and updating of Statutory Registers); 3) Convening of General Meetings (AGMs / EGMs) of the members either physically or through VC / OAVM (other audio-visual means); 4) Preparation and circulation of circular resolutions; 2 5) Filing of e-forms / applications with the MCA with respect to necessary Corporate Actions (Annual filings and eventbased filings); 6) Going through Shareholders Agreement (SHA) / Share Subscription Agreement (SSA) / Compulsorily Convertible Debenture (CCD) Agreement entered into with the JV Partner and advising GMR Management / JV Partner for its implementation and advising JVs Company Secretary for implementation of the best practices of GMR Group in JVC; 7) Maintaining Statutory Records and Statutory Registers as per the Statute; 8) Coordinating and Liaising with Internal Audit Team and Due Diligence Team in relation to Secretarial Matters; 9) Coordinating with Statutory and Secretarial Auditors; 10) Conducting the Annual Board Evaluation Process (circulating questionnaires for evaluation and collection of results and presenting the same to the Board) through online DESS Digital Board Room Software; compiling and making presentation for the Board; 11) Ensuring the Compliances of applicable secretarial standards (SS-1 & SS-2) issued by the Institute Company Secretaries of India (The ICSI); 12) Providing and sharing of periodical information to the Corporate Secretarial Department, GMR Group; 13) Preparation and finalization of Annual Report of the Company; 14) Handling share transfers of the Company (both in physical and demat mode); 15) Coordinating and providing secretarial support for the financing and refinancing of the projects of the Companies; 16) Coordinating and providing secretarial support in the due diligence process of fund-raising plans of the parent company(ies); 17) Undertaking and updating status of Compliances in Legatrix Reporting Tool for all the Companies; 18) Effectively using all digitalisation initiatives of GMR group (DESS Digital Meetings, common repository of all docs, etc.); 19) Obtaining Legal Entity Identifier (LEI) Code for the Companies and renewing the same; 20) Handling admission of securities in depository system; 21) Dematerialization / rematerialization of shares of the Company; 22) Arranging letters of authorization for opening and operation of Bank accounts; 23) Arranging the familiarization programme (induction programme) for newly inducted directors; 24) Obtaining approvals from the Board, General Meetings, the government and such other authorities as required under the provisions of the Companies Act, 2013 / other Statutes (FEMA etc). 25) Other Assignments: a. Preparation of Board Meetings Calendar for GHIAL’s Subsidiaries & JVs; b. Providing support / co-ordination works for GMR Hyderabad International Airport Limited on its Board meetings’ days; c. Preparation and review of draft GMR Group’s Secretarial Standard Practices (SSPs). d. Undertaking the compliances for prevention of Insider Trading with respect to GHIAL 26) General: a. Reporting to the Board about compliance with the provisions of the Companies Act, 2013 and the rules made thereunder; b. Discharging such other duties as have been specified under the Companies Act, 2013 or rules; and c. Attending seminars / study circle meetings of the ICSI for updating of knowledge; d. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action; e. Such other duties as may be assigned by the Board / Management from time to time. 27) Future Obligations: a. Take over of EGLPPL b. Hyderabad Duty Free as a business unit, to be hived off from GHRL and be merged with GIL. 28) Digitization: Digitization and updation of secretarial records and preserving the records in the server periodically for smooth accessibility (being a 5’S Initiative of the Group)