Assistant Manager/Deputy Manager - Company Secretary

Role Summary

The Assistant/Deputy Manager – Compliance & Secretarial will play a central role in ensuring that Embassy REIT, the Manager and the Special Purpose Vehicles are fully compliant with the SEBI REIT Regulations, SEBI Listing Obligations and Disclosure Requirements Regulations (SEBI LODR), SEBI Prohibition of Insider Trading Regulations (SEBI PIT), the Companies Act, 2013, and all other applicable statutory and regulatory frameworks. The role holder will directly support the Head – Compliance Officer & Company Secretary in managing end-to-end secretarial and compliance operations, and will serve as a key point of contact for the Board, unitholders, regulators and other stakeholders.

Key Responsibilities

a) SEBI REIT Regulatory Compliance

• Monitor and ensure end-to-end compliance with the SEBI (Real Estate Investment Trusts) Regulations, 2014 and all circulars, master circulars and guidelines issued thereunder.

• Manage quarterly, half-yearly and annual disclosure requirements, including preparation and filing of financial disclosures and compliance reports with NSE and BSE within prescribed timelines.

• Oversee unitholding pattern disclosures, related party transaction disclosures and all other periodic and event-based filings mandated under the SEBI REIT Regulations.

• Coordinate preparation of the Annual Report and Half-Yearly Report of Embassy REIT, including review of content disclosures for compliance with Schedule requirements under the SEBI REIT Regulations.

• Support the management of Annual Unitholder Meetings (AUM) and other unitholder meetings, including preparation of notices, explanatory statements, proxy forms and post-meeting filings.

b) Stock Exchange Compliance

• Ensure timely and accurate filings on BSE and NSE platforms, including outcome of Board meetings, financial results, material events, unitholder pattern and related disclosures.

• Maintain compliance calendar and monitor all submission deadlines under the SEBI REIT Regulations and SEBI LODR; escalate upcoming obligations to the Head – Compliance Officer & Company Secretary.

• Liaise with NSE, BSE and SEBI on regulatory queries, inspection notes, show-cause notices and correspondence.

c) SEBI PIT Regulations – Insider Trading Compliance

• Administer the trading window policy – manage opening and closure of trading windows, communicate trading window status to all designated persons and employees.

• Review and process pre-clearance requests from designated persons, maintain pre-clearance registers and follow up on post-trade reporting.

• Maintain and update the Structured Digital Database (SDD) of UPSI in compliance with SEBI PIT Regulations.

• Administer the Code of Conduct for Prohibition of Insider Trading and the Code of Fair Disclosure; conduct periodic awareness sessions for designated persons.

• Ensure compliance with the penalty matrix for PIT violations and assist in investigation of any reported or suspected breach.

d) Board & Committee Secretarial Management

• Manage end-to-end secretarial support for Board meetings, Audit Committee, Investment Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and other committees of the Manager.

• Draft notices, agenda papers, background notes and resolutions for Board and Committee meetings; circulate materials to Directors in accordance with the applicable timelines.

• Record, draft and finalise minutes of Board, Committee and Unitholder meetings; maintain minute books and ensure timely signature and filing.

• Coordinate Director onboarding, resignation and change of directorship, including DIR filings, consent letters, disclosures of interest (Form MBP-1) and related Board processes.

• Manage issuance of necessary intimations, disclosures and filings upon appointment or cessation of Key Managerial Personnel.

e) Companies Act & ROC Compliance

• Ensure compliance with the Companies Act, 2013 for the Manager entity, including maintenance of statutory registers, books of accounts and records.

• Prepare and file all ROC forms and returns within prescribed timelines, including annual returns (MGT-7A), financial statements (AOC-4), charge filings and other event-based forms.

• Assist in conducting Annual General Meetings of the Manager and preparation of related documentation.

• Support any amendments to Memorandum and Articles of Association of the Manager as required.

f) Transaction & Regulatory Support

• Provide secretarial and compliance support for significant transactions, including acquisitions, fund raises, debt issuances and other material transactions.

• Coordinate with legal advisors, investment bankers and other transaction advisors on regulatory and diligence requirements.

• Support any amendments to the Trust Deed, Investment Management Agreement and other constitutive documents of Embassy REIT.

g) Corporate Governance & Reporting

• Assist in preparation of the Corporate Governance Report forming part of the Annual Report of Embassy REIT.

• Coordinate with the Trustee on statutory obligations, reporting requirements and any matters requiring trustee consent or sign-off.

• Assist in maintaining and updating policies of the Manager, including Related Party Transaction Policy, Whistle Blower Policy, Material Subsidiary Policy and others as required.

Essential Qualifications

Associate Member (ACS) or Fellow Member (FCS) of the Institute of Company Secretaries of India (ICSI) – mandatory.

Experience

• 5-8 years of post-qualification experience in the Compliance and Secretarial function.

• Prior experience in a listed entity, REIT, InvIT, strongly preferred.

• Demonstrated experience in managing SEBI LODR, SEBI REIT Regulations and SEBI PIT Regulations compliance.

• Hands-on experience with BSE/NSE filing platforms and the MCA21 portal.

• Experience in supporting Board and Committee meetings, drafting minutes and managing statutory registers.

• Preferred from a listed company.