Company Secretary

Role Title: Company Secretary

Job Purpose

This statutory position ensures full compliance with Companies Act and SEBI listing regulations, guiding the Board and shareholders on governance matters. The role is pivotal in managing Board meetings, regulatory filings, shareholder communication, and compliance frameworks.

Key Responsibilities

1. Board & Committee Meeting Coordination

- Plan, coordinate, and conduct Board and Committee meetings (Audit, CSR, Risk, Nomination & Remuneration, Stakeholder Relationship, etc.)

- Draft and circulate notices, agendas, insider trading window closures, and post-meeting outcomes

- Upload and manage documents on Board Vantage and ensure SEBI LODR and Companies Act compliance

2. Regulatory Compliance

- Stay updated on amendments to Companies Act, SEBI LODR, RBI, and analyze their impact

- Lead group-level secretarial meetings to align practices and identify challenges

3. Annual Report & AGM Preparation

- Draft corporate governance reports, director reports, AGM notices, etc.

- Ensure compliance and coordinate dissemination of reports to shareholders

4. Dividend Management

- Draft dividend proposals, coordinate Board approvals, and ensure timely payments

- Liaise with banks for dividend disbursements and resolve shareholder issues

5. Shareholder Relations

- Handle queries related to dividends, shares transmission, duplicates, and legal disputes

- Maintain records of unclaimed dividends and statutory filings

6. Secretarial Compliance

- Maintain statutory registers and records

- Provide corporate law updates and MIS to senior leadership

- Lead secretarial projects including regulatory filings and governance process improvement

7. IEPF Compliance

- Manage unclaimed dividends and transfer of shares to IEPF

- Facilitate recovery of shares from IEPF for shareholders

8. Statutory Filings

- Ensure timely filings with ROC, SEBI, and RBI

- Maintain accurate and up-to-date records

Key Challenges

- Balancing differing legal interpretations while ensuring group-wide consistency

- Maintaining open-mindedness while asserting compliance-based views when required

- Decision-Making Areas

- Finalizing agenda items and content of shareholder communications

- Ensuring proactive compliance tracking and reporting

Key Interactions

Internal: Board of Directors, Chairperson, Business/Function Heads

External:

- Stock Exchanges, MCA, ROC, SEBI, RBI, Shareholders, RTA, Industry Peers

Role Dimensions:

- Team Size: 2 direct reports + 1 trainee

- Compliance Impact: Financial penalties in case of non-compliance

Skills & Qualifications:

- Qualified Company Secretary

10-12 years of experience in a listed company's secretarial department

- Strong exposure to Board management, listing regulations, RTA processes, shareholder communication, and regulatory filings

- Experience in liaising with regulators and stock exchanges