Description:

Role Title: Company Secretary (CS)

Qualifications:

- Company Secretary (ICSI member)

- LL.B. (mandatory)

Experience Requirements:

10+ years of progressively responsible experience in:

- Company secretarial function and Board governance

- Managing commercial agreements with business stakeholders

- Working with auditors, consultants, and senior management in a deadline driven environment

Role Summary:

The Company Secretary will lead the Companys corporate governance, Board and shareholder processes, and secretarial compliance while also partnering with business teams on commercial agreements. This is a senior role requiring 10+ years of experience, an LL.B., and demonstrated capability to manage end-to-end contracting lifecycle activities alongside core secretarial responsibilities.

Reporting Line:

Reports to: Head of Legal and Compliance

Works closely with: CFO/Finance, Business Heads, HR, Procurement, Compliance, Internal Audit, Statutory Auditors, external counsel, and vendors

Key Responsibilities:

A. Corporate Governance and Board Support (India and Overseas, including US, Canada, Germany, Italy, Poland, Turkey, and SEA countries):

- Serve as the primary owner of Board and Committee governance, including planning, convening, and documenting meetings.

- Prepare notices, agendas, briefing notes, resolutions, and minutes; ensure high quality drafting and proper record keeping.

- Maintain a robust Board action tracker and drive closure of action items across departments.

- Support director onboarding, periodic disclosures, and governance training (as needed).

B. Secretarial Compliance and Corporate Records:

- Own the corporate compliance calendar and ensure timely completion of recurring and event-based compliance obligations.

- Maintain statutory registers, corporate filings documentation, and an audit-ready secretarial repository.

- Manage compliance and documentation for key corporate events such as:

- Board and KMP changes

- Capital and shareholder-related actions

- Delegations/authorities and execution protocols

- Inter-company and related-party governance support (approvals, documentation discipline)

C. Shareholder and General Meeting Management:

- Plan and execute AGMs/EGMs, including drafting notices, explanatory notes, coordinating voting processes, and preparing minutes.

- Support shareholder communications, investor-related governance requests (as applicable), and stakeholder query closure.

D. Commercial Agreements and Contract Management:

- Lead or significantly support drafting, review, negotiation, and finalization of commercial contracts, including (as relevant to the business):

- Customer and vendor agreements

- Master service agreements, statements of work, and service-level terms

- Distribution, dealership, channel partner agreements

- Lease, logistics, supply and procurement contracts

- NDA, confidentiality, non-solicit, and basic IP-related commercial clauses (as applicable)

- Ensure contracts reflect appropriate risk allocation on key themes such as:

- Scope, deliverables, timelines, acceptance

- Pricing, taxes, payment terms, credits

- Warranties, indemnities, limitation of liability

- Confidentiality, data handling, and subcontracting controls

- Termination, renewal, dispute resolution, and governing principles

- Create and maintain contracting playbooks, standard templates, fallback positions, and clause libraries.

- Implement a practical contract lifecycle process: intake, review, approvals, signature, storage, and renewal alerts.

E. Cross-Functional Advisory and Risk Support:

- Partner with finance and business teams on commercial structuring and negotiation strategy.

- Coordinate with external counsel on specialized matters; manage cost-effective outsourcing.

- Support internal reviews, audits, and management reporting by providing clear compliance and contracts MIS.