Head - Company Secretary

Reporting To- Managing Director / CEO / CFO / Board of Directors

Location - Kolkata

Experience

15-25 years of experience in Secretarial, Corporate Governance, Compliance, and Regulatory Affairs, preferably in a listed manufacturing or diversified business organization.

Qualification

- Qualified Company Secretary (ACS/FCS) from The Institute of Company Secretaries of India (ICSI), LLB will be an added advantage

Role Purpose

To lead the Company's Secretarial, Corporate Governance, Regulatory Compliance, and Board Management functions while ensuring compliance with Companies Act, SEBI Regulations, Listing Obligations, and other applicable laws. The incumbent will act as a strategic advisor to the Board and management on corporate actions, restructuring initiatives, and governance matters.

Key Responsibilities

Corporate Governance & Board Management

- Ensure compliance with the Companies Act, SEBI (LODR) Regulations, Secretarial Standards, and all applicable corporate laws.

- Manage Board Meetings, Committee Meetings, Annual General Meetings, and Extraordinary General Meetings.

- Prepare agendas, board notes, resolutions, minutes, and governance reports.

- Advise the Board and senior management on governance practices and regulatory developments.

- Liaise with regulatory authorities, stock exchanges, depositories, and other stakeholders.

Listed Company Compliance

- Ensure timely compliance with SEBI Regulations, Listing Requirements, Insider Trading Regulations, and Disclosure Requirements.

- Oversee statutory filings, annual reports, corporate governance reports, and shareholder communications.

- Manage investor-related compliance matters and coordinate with Registrar & Transfer Agents.

Corporate Actions

Lead and execute corporate actions including:

- Initial Public Offerings (IPO)

- Rights Issues

- Preferential Allotments

- Buy Back of Shares

- Bonus Issues

- Stock Splits and Capital Restructuring

- Dividend-related matters

Mergers, Acquisitions & Corporate Restructuring

- Lead secretarial and regulatory aspects of Mergers & Acquisitions.

- Manage due diligence, approvals, schemes of arrangement, amalgamations, demergers, and restructuring transactions.

- Coordinate with legal advisors, merchant bankers, consultants, regulators, and other stakeholders.

Related Party Transactions & Group Governance

- Oversee Related Party Transactions (RPTs) and ensure compliance with Companies Act and SEBI regulations.

- Manage Inter-group Loans, Guarantees, Investments, and Corporate Approvals.

- Provide governance support across subsidiaries, joint ventures, and associate companies.

- Monitor compliance framework for group entities.

Strategic Investments

- Manage legal and secretarial aspects of Investments in Startups, Joint Ventures, and New Business Ventures.

- Conduct governance reviews and coordinate investment approvals.

- Support strategic growth initiatives through corporate structuring and compliance advisory.

Compliance & Risk Management

- Develop and strengthen compliance monitoring frameworks.

- Ensure Secretarial Audit compliance and coordinate with auditors and regulators.

- Identify governance and compliance risks and implement mitigation measures.

- Lead regulatory inspections, audits, and compliance reviews.

Stakeholder Management

- Build and maintain relationships with Stock Exchanges, SEBI, ROC, Depositories, Investors, Legal Advisors, and Consultants.

- Support senior leadership in strategic business decisions requiring regulatory and governance inputs.

Key Skills & Competencies

- Strong knowledge of Companies Act, SEBI Regulations, FEMA, and Corporate Laws.

- Extensive experience in IPOs, M&A transactions, Buybacks, Bonus Issues, and Capital Market activities.

- Expertise in Corporate Governance and Board Management.

- Strong drafting, negotiation, and stakeholder management skills.

- Excellent analytical, communication, and leadership capabilities.

- Ability to manage multiple complex transactions and regulatory matters simultaneously.

Leadership Responsibilities

- Lead and develop the Secretarial & Compliance function.

- Build a strong governance culture across the organization.

- Partner with business leaders to support strategic growth while ensuring regulatory compliance.

Preferred Industry : Listed Manufacturing, Chemicals, Engineering, Infrastructure, Metals, Energy, FMCG, or Diversified Business Groups.