Company Secretary (Whole-Time KMP)
Position Summary
The Company Secretary will be appointed as whole-time Key Managerial Personnel of the Company and, where the Company is part of a group structure, may be concurrently deputed to serve as whole-time Company Secretary of a wholly owned subsidiary, in line with the holding-subsidiary exception under Section 203(3) of the Companies Act, 2013.
Key Responsibilities
- Statutory compliance: Ensure the Company complies with all applicable provisions of the Companies Act, 2013, rules made thereunder, and secretarial standards issued by the ICSI.
- Board & governance support: Convene and manage Board Meetings, Committee Meetings, and General Meetings, including notices, agendas, minutes, and statutory registers.
- ROC filings: Prepare and file statutory forms with the Registrar of Companies — including DIR-12, PAS-3, MGT-14, AOC-4, MGT-7, and others as applicable — within prescribed timelines.
- Corporate actions: Draft, vet, and execute board and shareholder resolutions for corporate actions such as capital infusions, rights issues, allotments, and intercompany loans or guarantees, ensuring compliance with Sections 62, 186, and related provisions.
- Records & registers: Maintain statutory registers, minute books, and records of members, directors, and charges; ensure share certificates and allotment records are current.
- Group coordination: Where applicable, coordinate compliance calendars across group entities, flagging thresholds that change compliance obligations as paid-up capital, turnover, or borrowings evolve (e.g., secretarial audit, internal audit, or KMP requirements).
- Liaison: Liaise with statutory auditors, practicing company secretaries, legal counsel, and the Registrar of Companies on compliance matters as needed.
- Advisory: Advise the Board on governance matters, related-party transaction implications, and changes in company law affecting the Company.
Qualifications & Experience
- Member of the Institute of Company Secretaries of India (ICSI), in good standing.
- 3-8 years of post-qualification experience in corporate secretarial practice, preferably including group/holding-subsidiary structures.
- Strong working knowledge of the Companies Act, 2013, SEBI/FEMA basics (if applicable), and ROC filing procedures.
- Experience with MCA V3 portal filings and secretarial software is an advantage.
