Company Secretary

Job Purpose

To ensure the company complies with statutory and regulatory requirements and to implement best practices in corporate governance. The Company Secretary acts as the key link between the Board of Directors, regulatory authorities, shareholders, and management.

Key Responsibilities

1. Statutory & Regulatory Compliance

• Ensure compliance with the

  Companies Act, 2013

  ,

  SEBI Regulations

  ,

  Listing Regulations (LODR)

  , and other applicable laws.
• Prepare and file statutory returns and forms with

  ROC, SEBI, Stock Exchanges, MCA

  , and other authorities (e.g., MGT-7, AOC-4, PAS-3, DIR-12, etc.).
• Maintain statutory registers such as Register of Members, Directors, Charges, and Share Transfers.
  
• Handle secretarial audits, due diligence, and certifications.
  

2. Board and Shareholder Meetings

• Organize and manage

  Board Meetings, Committee Meetings, and General Meetings

  (AGMs/EGMs).
• Prepare and circulate

  notices, agendas, and minutes

  in compliance with Secretarial Standards (SS-1 & SS-2).
• Ensure timely filing of resolutions (e.g., MGT-14) and disclosure requirements.
  
• Maintain confidentiality of board discussions and decisions.
  

3. Corporate Governance

• Advise the Board on

  corporate governance best practices

  and compliance frameworks.
• Ensure proper constitution and functioning of

  Board Committees

  (Audit, NRC, CSR, etc.).
• Assist in drafting

  policies and charters

  code of conduct, whistleblower policy, insider trading policy, etc.
• Facilitate

  annual evaluations

  of Board and Committee performance.

4. Secretarial & Legal Advisory

• Provide legal and regulatory advice to management and the Board.
  
• Draft and vet contracts, MoUs, NDAs, and other legal documents.
  
• Manage

  share capital-related matters

  issue of shares, rights/bonus issues, ESOPs, sweat equity, buyback, etc.
• Liaise with

  Registrar & Transfer Agents (RTAs)

  , stock exchanges, and regulatory bodies.

5. Investor Relations & Stakeholder Communication

• Act as a key interface between the company and shareholders/investors.
  
• Handle

  grievances, share transfers, and dividend distribution

  .
• Ensure compliance with

  Investor Education and Protection Fund (IEPF)

  provisions.

6. Support to Management

• Support management in

  fund-raising activities

  ,

  M&A

  ,

  IPO

  , or

  corporate restructuring

  .
• Participate in

  due diligence

  , data room preparation, and legal documentation for investors.
• Assist in

  drafting the Annual Report

  , Boards Report, Corporate Governance Report, and related disclosures.
• Update the management and Board on changes in

  laws, regulations, and governance trends

  .

• Any other work as per management discretion.
  

Qualifications & Experience

• Qualified Company Secretary (Member of ICSI)

  .
• (Optional) Additional qualification in

  Law / Commerce / Management (LLB, MBA, CA)

  preferred.
• Minimum

  310 years of experience

  in a listed / large private company.
• Strong understanding of

  corporate laws, SEBI, FEMA, and labour compliances

  .

Skills & Competencies

• Excellent drafting, communication, and interpersonal skills.
  
• High attention to detail and integrity.
  
• Strategic thinking and business acumen.
  
• Strong knowledge of corporate filings, documentation, and compliance software (e.g., MCA V3, NSE/BSE portals).
  
• Ability to coordinate with auditors, consultants, regulators, and internal teams.
  

Performance Indicators

• Timely completion of all statutory filings.
  
• Zero non-compliance or penalties.
  
• Efficient conduct of Board and shareholder meetings.
  
• Effective communication and governance documentation.