1. Job Purpose
To assist the Company Secretary in ensuring compliance with applicable corporate laws, SEBI regulations, stock exchange requirements, and corporate governance practices. The role involves managing secretarial compliances, coordinating Board and Committee meetings, handling regulatory filings, maintaining statutory records, and supporting investor-related and other corporate secretarial activities.
2. Key Roles and Responsibilities
A. SEBI and Stock Exchange Compliances
- Assist in ensuring compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
- Prepare and submit periodic and event-based disclosures and filings with BSE, NSE, and other applicable regulatory authorities.
- Coordinate timely disclosure of material events and information under Regulation 30 of SEBI LODR.
- Handle quarterly, half-yearly, and annual compliance filings, including corporate governance reports, shareholding patterns, reconciliation of share capital audit reports, and other applicable disclosures.
- Monitor changes in SEBI regulations, circulars, stock exchange guidelines, and other applicable regulatory requirements.
- Maintain a compliance calendar and ensure timely completion of statutory and regulatory obligations.
B. Companies Act, 2013 Compliances
- Assist in ensuring compliance with the Companies Act, 2013, applicable rules, and Secretarial Standards issued by ICSI.
- Prepare and file applicable forms, returns, and documents with the Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC).
- Maintain statutory registers, records, minutes books, and other corporate documents.
- Assist in compliance relating to the appointment, resignation, and change in particulars of Directors and Key Managerial Personnel (KMPs).
- Coordinate annual and event-based compliances for the company and its subsidiaries, wherever applicable.
C. Board and Committee Meetings
- Coordinate the scheduling and conduct of Board Meetings and Committee Meetings.
- Prepare notices, agendas, agenda notes, resolutions, and supporting documents.
- Coordinate with internal departments to obtain agenda items and relevant information.
- Assist in drafting and finalising minutes of Board and Committee Meetings.
- Ensure timely circulation of minutes, maintenance of statutory records, and completion of post-meeting compliances.
- Coordinate the constitution, composition, and periodic review of Board Committees.
D. General Meetings and Annual Report
- Coordinate the end-to-end process for Annual General Meetings (AGMs), Extraordinary General Meetings (EGMs), and postal ballot processes.
- Prepare notices, explanatory statements, resolutions, and other shareholder communication documents.
- Coordinate e‑voting arrangements, scrutiniser appointments, voting results, and related stock exchange filings.
- Assist in preparing the Annual Report, including the Board's Report, Corporate Governance Report, Management Discussion and Analysis, and Business Responsibility and Sustainability Report (BRSR), wherever applicable.
- Coordinate printing, dispatch, electronic circulation, website uploads, and statutory filings relating to the Annual Report and general meetings.
E. SEBI Insider Trading and Other Securities Regulations
- Assist in implementing and monitoring compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
- Maintain the Structured Digital Database (SDD), designated-person records, and related compliance documentation, as applicable.
- Coordinate trading window closure and reopening, pre‑clearance of trades, and disclosures by designated persons.
- Assist in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and other applicable securities laws.
- Monitor shareholding‑related disclosures, promoter and promoter group disclosures, and other regulatory requirements, as applicable.
F. Shareholder and Investor Services
- Coordinate with the Registrar and Transfer Agent (RTA), depositories, and stock exchanges on shareholder‑related matters.
- Monitor investor grievances and assist in resolving complaints received through the SEBI SCORES platform, stock exchanges, and other applicable channels.
- Assist in dividend‑related activities, including declaration, payment, unpaid dividend records, and related disclosures.
- Handle applicable Investor Education and Protection Fund (IEPF) compliances, including transfer of shares and unpaid dividends.
- Coordinate with the RTA on share transfers, transmissions, dematerialisation, rematerialisation, and other shareholder service matters, as applicable.
- Assist in preparing investor grievance reports and submissions to the Stakeholders Relationship Committee.
G. Related Party Transactions and Corporate Governance
- Assist in identifying and monitoring Related Party Transactions (RPTs).
- Coordinate with internal departments for obtaining necessary information, approvals, and disclosures relating to RPTs.
- Assist in preparing submissions and agenda notes for the Audit Committee, Board, and shareholders, wherever applicable.
- Support the implementation and periodic review of corporate governance policies, including the Code of Conduct, Whistle Blower Policy, Related Party Transaction Policy, and other applicable policies.
- Assist in preparing compliance reports and presentations for senior management and the Board.
H. Secretarial Audit and Compliance Management
- Coordinate with internal auditors, statutory auditors, secretarial auditors, and practising company secretaries for audits and certifications.
- Assist in providing information and documents required for secretarial audits, annual secretarial compliance reports, and other applicable certifications.
- Maintain compliance trackers, evidence of compliance, and supporting documentation.
- Assist in conducting internal compliance reviews and implementing corrective actions for identified gaps.
- Ensure proper maintenance and retrieval of corporate records and regulatory filings.
Qualifications and Experience
- Qualified Company Secretary (ACS) from the Institute of Company Secretaries of India (ICSI).
- Bachelor's degree in Commerce, Law, or a related discipline preferred.
- 2-5 years of relevant experience in secretarial and compliance functions, preferably with a BSE/NSE‑listed company.
- Practical experience in SEBI LODR compliance, stock exchange filings, Board and Committee meetings, and MCA filings is desirable.
Required Skills and Competencies
- Strong working knowledge of the Companies Act, 2013, SEBI LODR, SEBI PIT Regulations, and other applicable securities laws.
- Good drafting, documentation, and regulatory interpretation skills.
- Strong coordination, communication, and stakeholder management abilities.
- Proficiency in MS Office, MCA portal, and BSE/NSE filing portals.
- Excellent attention to detail and ability to manage multiple compliance deadlines.
- Ability to maintain confidentiality and handle sensitive corporate information.
- Strong organisational skills and a proactive approach to compliance management.