18 Dec 2024
OuyO
Company Secretary, 4 to 9 years in Mumbai
Durian Industries
Mumbai
6-8 Years
Company Secretarial Functions, FEMA, Information Technology, LODR, Secretarial Activities, IPO, board meeting, SEBI
Job Description
Position: Company Secretary
Qualification: CS
Experience: 4 to 9 years
Location: Mumbai
Job description
Qualification: CS
Experience: 4 to 9 years
Location: Mumbai
Job description
Duties & Responsibilities:
1. Corporate Governance and Advisory:
• Ensure compliance with the Companies Act, 2013 and rules prescribed therein.
• Guide the Board of Directors on corporate governance practices, ethical standards, and fiduciary responsibilities.
• Advise on corporate structuring, mergers, acquisitions, joint ventures, and regulatory implications.
• Ensure compliance with Secretarial Standards (SS-1 and SS-2) issued by ICSI.
2. Statutory Compliance:
• Maintain and update statutory registers (e.g., Registers of Members, Directors, Charges, and Contracts).
• File returns, resolutions, and reports with the Registrar of Companies (RoC), SEBI, and other regulatory authorities within prescribed timelines.
• Ensure compliance with the Foreign Exchange Management Act (FEMA), SEBI Regulations (for listed entities), and sector-specific laws.
• Monitor legal and regulatory developments, analyzing their impact on the company, and advise accordingly.
3. Board and General Meetings:
• Organize and manage Board Meetings, Committee Meetings, and General Meetings (AGM/EGM) in compliance with statutory requirements.
• Prepare and circulate notices, agendas, and minutes of meetings.
• Facilitate the passing of board resolutions and ensure their proper recording and filing.
4. Representation and Liaison:
• Act as the companys representative while dealing with regulatory bodies like RoC, SEBI, RBI, and other government departments.
• Liaise with auditors, lawyers, consultants, and other stakeholders on compliance and legal matters.
• Handle correspondence with shareholders, addressing their grievances and ensuring effective communication.
5. Drafting and Documentation:
• Draft and vet various agreements, contracts, Memorandums of Understanding (MoUs), and other legal documents.
• Assist in preparing the Directors Report, Corporate Governance Report, and Management Discussion and Analysis for the Annual Report.
• Draft resolutions, explanatory statements, and notices as per statutory requirements.
6. Legal and Secretarial Audits:
• Conduct internal secretarial audits to ensure legal and regulatory compliance.
• Assist in statutory audits, due diligence processes, and inspections by regulatory authorities.
• Ensure the company complies with disclosures and declarations as per SEBI (LODR) Regulations for listed companies.
7. Risk Management and Policy Development:
• Identify potential legal risks and ensure implementation of robust internal controls to mitigate them.
• Develop and periodically review corporate policies, such as Insider Trading, CSR, and Whistleblower Policies.
8. Finance and Tax Compliance:
• Collaborate with the finance team for timely filing of tax returns and handling taxation-related
compliance.
• Monitor financial disclosures in compliance with accounting standards and applicable financial laws.
9. Stakeholder Relations:
• Act as the link between the Board, shareholders, and external regulators.
• Address investor grievances, oversee dividend distribution, and manage share transfer processes.
• Ensure transparency and timely disclosures to stakeholders.
10. Specialized Responsibilities (Applicable for Specific Companies):
• For listed companies: Compliance with SEBI guidelines, listing agreements, and periodic filings.
• For companies involved in mergers or restructuring: Coordination with NCLT, drafting scheme
documents, and ensuring legal approvals.
Skills and Competencies Required:
Technical Skills:
• Thorough knowledge of the Companies Act, 2013, SEBI (LODR) Regulations, FEMA, and other applicable laws.
• Proficiency in drafting, interpreting, and reviewing legal documents.
• Expertise in corporate governance, compliance management, and regulatory frameworks.
Soft Skills:
• Excellent communication and interpersonal skills for effective stakeholder management.
• Attention to detail, analytical ability, and strong organizational skills.
• Problem-solving mindset with the ability to handle high-pressure situations.
Technology Skills:
• Proficiency in compliance management software (like MCA21, SEBIs SCORES, etc.) and MS Office Suite.
• Familiarity with e-filing procedures and online governance platforms.
Qualifications:
• Must: Qualified as a Company Secretary from the Institute of Company Secretaries of India (ICSI).
• Additional qualifications like LL.B., CA, or an MBA in Corporate Law or Governance are advantageous.
Legal Framework Knowledge:
• Companies Act, 2013
• Securities and Exchange Board of India (SEBI) Regulations
• FEMA, 1999
• Insolvency and Bankruptcy Code (IBC), 2016
• Indian Contract Act, 1872
• Competition Act, 2002
Key Performance Indicators (KPIs):
• Timely compliance with statutory deadlines.
• Effective governance practices implemented within the organization.
• Accurate maintenance of statutory records and registers.
• Timely resolution of stakeholder and regulatory concerns.