Company Secretary

Profile Job Title - Company Secretary

Department - Legal

Location/Unit - Corporate Office

Positions - Report to Group Legal Head

Key Relationships Internal : All Functions Head/Consultant

External : Lawyers, Investors

Main Objective of the Role:

- For efficient administration of the company, with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.

Key Responsibilities:

Secretarial Responsibilities:

1. Manage board activities: To ensure proper Board and related committees are organised and coordinated to ensure their effectiveness successfully. To oversee several aspects of the board of directors and committee meetings, from creating the agenda to setting up the logistics. Company secretary shall also oversee yearly shareholder meetings. They make sure that there is adequate time for these meetings and can prepare meeting calendars up to two years in advance.

2. Corporate governance: Ensuring the company adheres to legal and procedural requirements compliances with various applicable laws including Corporate Laws, Standards Weights and Measures, FEMA, FIPB along with the legal and procedural requirements under various enactments (corporate and commercial) for effective corporate governance

3. Record keeping: Maintaining the company's statutory registers, records, and registered office

4. Meetings: Organizing board and shareholder meetings, and keeping minutes of board and related meetings

5. Compliance: Ensuring the company follows secretarial standards and informing the board of directors about relevant rules and laws

6. Statutory documents: Ensuring that documents like share certificates, debentures, and mortgages are duly stamped

7. Resolutions and agreements: Sending copies of certain resolutions and agreements to the Registrar

8. Advising directors: Advising directors on their duties and responsibilities

9. Vetting documents: Vetting legal documents, agreements, and contracts of the organization

10. Representing the company - Representing the company in arbitration or the Company Law Board

11. Managing shareholder relations - Managing shareholder relations and liaising with shareholders and other stakeholders

12. Legal Advisory: Provide legal guidance on matters affecting the company, ranging from contracts to mergers and acquisitions.

13. Corporate Secretarial Services: Handle various corporate secretarial duties, including filing corporate returns, maintaining company seals, and managing company insurance.

14. Risk Management: Participate in identifying and managing corporate risks, ensuring that the company has adequate risk management practices in place.

15. IPO related knowledge - Public Issue, listing and Securities Management, Takeover Code, Insider trading, Mergers & Amalgamation , Securities Compliance and Certification Services.

Knowledge and Specific Skills:

- Legal Acumen: A strong understanding of corporate law and regulatory frameworks is foundational. Company Secretary must interpret and apply legal provisions to ensure the organisation's activities meet statutory requirements.

- Corporate Governance Expertise

- Integrity and Discretion: Company Secretary must uphold the highest standards of integrity and discretion given their access to sensitive information. They are crucial in maintaining confidentiality and handling confidential matters with utmost care.

- Analytical Thinking: Analytical skills are vital for interpreting legal provisions, assessing risks, and providing strategic advice. Company Secretary should be adept at analysing complex legal and regulatory issues and proposing effective solutions.

- Interpersonal Skills: Company Secretary interact with board members, executives, and external stakeholders. Strong interpersonal skills facilitate effective collaboration and communication, contributing to a positive corporate culture.

- Problem-Solving Abilities: Compliance, governance, and legal challenges are inevitable.

- Company Secretary should possess strong problem-solving skills to address issues promptly and mitigate risks to the organisation.

- Continuous Learning: The legal and regulatory landscape evolves, and Company Secretary must stay updated on changes in laws and regulations. A commitment to continuous learning ensures that they provide accurate and up-to-date advice.

Major Job Qualifications / Specific Skills:

Required Education:

- Company Secretary (CS) Mandatory from The Institute of Company Secretaries of India (ICSI)

Experience : 12-16 years of experience in similar Role

Required Critical Behavioral Competencies:

- Leadership traits with excellent ability to coordinate with professionals of different domains

- Possess strong communication and drafting skills, with the ability to articulate ideas effectively, prepare clear and structured documents, and adapt messages to suit diverse stakeholders.

- Decision Making Skills

- Person of high integrity, consistent in their work, and who has clear and visible set values;

- Experience of IPO will be an added advantage.