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 company’s 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 Director’s 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, SEBI’s SCORES, etc.) and MS Office Suite.
- Familiarity with e-filing procedures and online governance platforms.
Qualifications:
- 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.