Company Secretary Manager

Profile summary

• Role overview:

  Acts as the chief advisor to the board on legal and governance issues. Oversees compliance with all applicable corporate, securities, and capital market laws and regulations.

• Purpose:

  To ensure the company operates with a high degree of transparency, accountability, and ethical conduct, thereby building shareholder trust and mitigating legal risks.

• Authority:

  As a key managerial personnel, the CS has defined responsibilities under the Companies Act and SEBI regulations.

Key roles and responsibilities

1. Corporate governance and board support

• Advisory role:

  Guides the board of directors and senior management on best practices in corporate governance and their legal duties, responsibilities, and powers.

• Meeting administration:

  Organizes and facilitates all board meetings, committee meetings (Audit, Nomination, Remuneration), and general meetings. This includes preparing agendas, compiling board packs, circulating supporting materials, and drafting accurate minutes.

• Policy management:

  Ensures that corporate policies are up-to-date and approved by the board.

2. Legal and regulatory compliance

• Compliance management:

  Ensures the company adheres to all statutory and regulatory requirements, including the Companies Act, SEBI regulations (including Listing Obligations and Disclosure Requirements), FEMA, and other applicable laws.

• Statutory filings:

  Manages and files statutory forms, returns (including the annual return), disclosures, and resolutions with the Registrar of Companies (RoC) and stock exchanges.

• Statutory records:

  Maintains and updates all statutory books and registers, such as registers of members, directors, and charges.

• Secretarial audit:

  A practicing CS is responsible for conducting a secretarial audit for the company and annexing the report to the Board's report, as required under the Companies Act.

3. Shareholder and investor relations

• Liaison:

  Serves as the primary point of contact for shareholders and regulatory authorities.

• Shareholder communication:

  Manages communication with shareholders, including handling inquiries and organizing annual general meetings (AGMs).

• Securities compliance:

  Oversees compliance with securities laws, manages share issuance and transfers, and ensures dividend payments are made correctly and on time.

4. Strategic and advisory functions

• Risk management:

  Advises the board on legal and compliance-related risks and implements strategies to mitigate them.

• Strategic management:

  Provides valuable input to management on strategic decisions related to corporate actions like mergers and acquisitions.

• Transaction advisory:

  Offers advisory services on corporate restructuring, capital market activities, and due diligence.