Director at Thema Corporate Services LLP
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Chief Manager - Secretarial - BFS (10-18 yrs)
Chief Manager- Secretarial
Purpose of the role :
To support CLIENT and its subsidiaries maintain compliance with Companies Act, SCRA, IPR & corporate governance norms through proper reporting and filing of information, coordination for the board, committee and shareholder meetings, coordination for amendment of byelaws, rules & regulations and coordination for registration/ renewal of registration of trade and service marks.
Compliance under Companies Act :
- Prepare and file forms, returns, and reports, etc. as per provisions of Companies Act for CLIENT and the subsidiary companies.
- Maintain the statutory registers to comply with the Companies Act
- Collate data to maintain and update the disclosure database for CLIENT and subsidiaries.
- Prepare drafts for appointment/ re-appointment of Directors/ Managing Directors and other company law related matters.
- Coordinate to update the Digital signatures used for official correspondence and communication.
- Coordinate for obtaining mandatory declarations from directors or annual disclosures mandated by Companies act.
- Prepare drafts in the required formats to intimate the change in directorships at CLIENT.
Queries from internal departments and regulators :
- Draft the reply to the queries from internal departments and external bodies like parliament, RTI, Competition Commission, Jalan committee, etc. and forward to the manager for review.
- Send the reply to the respective authorities/regulators after seeking the authorization of AVP on it.
Board/ Shareholders/ Committee level meetings :
- Coordinate and prepare the schedule for the board, committee and shareholder meetings in consultation with the manager and AVP.
Secretarial Audit :
- Coordinate and furnish required data to the auditors for the purpose of the quarterly secretarial audits for the CLIENT and the subsidiaries.
- Draft the corporate governance norms compliance report to be sent to the audit committee on a quarterly basis and send to the manager for verification
Amendments to Byelaws, Rules and Regulations (BRR) :
- Prepare the proposal for amendments of Byelaws, Rules and Regulations to be presented before the Board or Executive Committee (EC); Send the proposal for verification to the manager.
- Coordinate to publish the draft amendments in the gazettes to invite comments from the public.
- Draft the letters regarding the amendments to be sent to SEBI and send it to the manager for verification.
- Prepare drafts for the publication of the final amendments.
- Draft the circulars regarding amendments to be sent to the trading members and send to the manager for verification.
- Issue the circulars regarding the amendments to the trading members after they are approved by the AVP
Activities related to companies where the CLIENT has invested :
- Coordinate and follow up with the companies where CLIENT has invested for regulatory mandates like share certificates, dividend warrants or annual reports so as to check their compliance to the Companies Act.
- Escalate identified exceptions to the manager to initiate further action.
- Coordinate and follow up with the companies where the CLIENT has invested to seek details as per shareholders and share subscription agreement; Send the draft with these details to the Manager.
- Receive the proposal/ documents for the transfer of shares by CLIENT; get it verified from the manager and coordinate to put up the proposal before the transfer committee after getting it vetted from AVP.
- Draft the decision of the committee in the proper format and send it to the manager for verification.
- Coordinate with the respective authorities to receive further documents for the actual transfer.
Protection of Intellectual Property Rights (IPR) for CLIENT :
- Draft the MOUs to be signed between CLIENT and other Indian and foreign stock exchanges and other external bodies like ICSI, NISM, IVC, SIDBI, etc. to meet the legal requirements; Send it to the manager for verification.
- Coordinate for the activities related to registration/ renewal of registration of trade and service marks under trademarks act on getting directions from manager or AVP.
- Provide required data to the manager for the filing of opposition (where?) / counter statements/ evidences to trademarks similar to CLIENT's and its group companies- trademarks.
Compliance under SCRA and Code of Ethics :
- Draft the Monthly Development Report (MDR) and Monthly Activity Report (MAR), and other mandatory periodic reports to be sent to SEBI; Send it to the manager for approval and verification.
- Coordinate for obtaining the quarterly and annual disclosures on the code of ethics from the Directors at CLIENT and subsidiaries and employees of CLIENTELE.
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