Company Secretary

Happiest Health Systems; Bengaluru; On-site; INR 1,200,000 - 2,400,000; Full time

Job summary

Happiest Health Systems in Bengaluru seeks a Company Secretary to support board and committee activities, ensure strict statutory compliance with the Companies Act, 2013, and handle filings with MCA/ROC and FEMA authorities. The role includes maintaining statutory records, advising on governance, and liaising with auditors, legal counsel, and regulators.

The candidate will manage ESOP-related compliance, capital-raising filings, and governance documentation, ensuring timely updates to the board

Qualifications

• CS must have knowledge of Companies Act, 2013 and SS-1/SS-2.
• Experience in drafting minutes, resolutions, and governance documents.
• Ability to liaison with auditors, legal counsel, and regulators.

Responsibilities

• Board & Committee Support: organize BM/AGM/EGM and record minutes.
• Statutory & Regulatory Compliance: file statutory returns with MCA/ROC and FEMA authorities.
• Record Keeping & Documentation: maintain registers and statutory books.
• Advisory & Governance: assist boards on governance frameworks and procedures.
• Liaison & Representation: act as main contact with external stakeholders and regulators.

Skills

Board governance

Regulatory compliance

MCA filings

ESOP compliance

Corporate advisory

Education

Company Secretary qualification

Job description

Key Responsibilities

• Board & Committee Support
• Organize, schedule, and manage Board Meetings (BM), Annual General Meetings (AGM), and Extraordinary General Meetings (EGM).
• Draft and circulate meeting agendas, briefing materials, and resolutions well in advance.
• Attend all board meetings to record accurate minutes and track the implementation of board decisions company-wide.
• Statutory & Regulatory Compliance
• Ensure strict compliance with the Companies Act, 2013, and applicable Secretarial Standards (SS-1 and SS-2).
• Prepare, certify, and file statutory returns, forms, and financial statements (e.g., AOC-4, MGT-7, DIR-12, PAS-3) with the Ministry of Corporate Affairs (MCA) / Registrar of Companies (ROC), FEMA Authorities
• Independently manage compliance relating to Employee Stock Option Plans (ESOPs), including grant, vesting, exercise, allotment processes, maintenance of records, and related filings under the Companies Act, FEMA and other applicable regulations.
• Manage and support fund-raising transactions such as private placements, rights issues, preferential allotments and other capital raising initiatives, including preparation of documentation, regulatory filings, and coordination with investors, advisors and regulatory authorities.
• Monitor changes in relevant corporate legislation and proactively update the board and management teams on legal developments that may impact the company.
• Record Keeping & Documentation
• Maintain and update the company's statutory books and registers, including the Register of Members, Directors, and Charges.
• Manage matters related to share allotments, share transfers, dividend distributions, and other corporate actions.
• Ensure safe custody of the company seal, statutory records, and critical governance documents.
• Advisory & Governance
• Advise the Board of Directors on their legal responsibilities, duties, and powers to ensure effective corporate decision-making.
• Assist in formulating, reviewing, and implementing corporate governance frameworks, codes of conduct, and internal compliance policies.
• Liaison & Representation
• Act as the primary point of contact for external stakeholders involved in governance, including auditors, legal counsel, and banking partners.
• Represent the company before regulatory authorities and government bodies in connection with the discharge of statutory duties.