Company Secretary (5+ years) - Board Governance & Overseas Subsidiary

Role Overview

We're seeking an experienced Company Secretary (ICSI) to lead secretarial compliance, board governance, and contract review across our Indian group entity and overseas subsidiary. The role will be pivotal during our fund-raising stagepartnering with Finance, Legal, investors, and advisors to ensure robust governance, timely filings, and investorready documentation. You'll convene and conduct Board/Committee meetings across time zones, own statutory registers and minutes, and act as a trusted advisor on corporate law, FEMA/ODI, and crossborder compliance.

Key Responsibilities

Board & Shareholder Governance: Plan, convene, and conduct Board/Committee/AGM meetings (Indian parent & overseas subsidiary); prepare notices, agendas, attendance sheets, and minutes per Secretarial Standards (SS1/SS2). Maintain statutory registers; oversee director onboarding, and disclosures.

Regulatory & Secretarial Compliance: Ensure timely ROC/MCA filings and statutory returns; monitor circulars and implement compliance updates. Handle FEMA/ODI/ECB compliances for overseas subsidiary (UIN, ODI reporting, APR/FLA returns, disinvestments/stepdowns) and liaise with AD banks/RBI as required.

FundRaising Support (Debt/Equity): Coordinate data rooms and investor diligence; prepare board/shareholder resolutions, authorities/delegations, and transaction approvals. Review on term sheets, SHA/SSA, and ancillary contracts with internal teams and external counsel.

Contract Review & Risk: Review commercial and vendor agreements for legal/financial alignment; flag risks and propose mitigations.

Subsidiary & CrossBorder Governance: Oversee incorporation/structuring, local filings, and governance cadence for the overseas subsidiary; ensure UBO/KYC and ESG governance standards are met. Coordinate with international advisors on local corporate law requirements.

Stakeholder Management: Partner with Promoters/Board/CEO/CFO/Finance/Legal, auditors, and external counsel; deliver clear, investorready communication and documentation.

Process & Tools: Drive governance workflows, templates, and checklists; implement secure document management and board portals.

Qualifications

Mandatory:

Member of ICSI with 5+ years postqualification experience in corporate/secretarial compliance.

Strong command of Companies Act, 2013, Secretarial Standards (SS1/SS2), and ROC/MCA processes.

Handson experience with FEMA/ODI/ECB and RBI/AD bank interactions for overseas investments and reporting (e.g., APR/FLA).

Demonstrated ability to conduct Board meetings across jurisdictions and draft highquality minutes/resolutions.

Excellent communication skills (written & verbal), with investorgrade documentation standards.

Proven contract review capability and crossfunctional collaboration.

Good to Have:

Exposure to fundraising transactions (debt/equity), SHA/SSA, and duediligence/dataroom processes.

Experience with UBO/KYC, ESG governance, and multijurisdiction compliance.

LLB/CA (Inter) or similar legal/finance credentials; experience in infrastructure/energy/mining sectors is a plus.

Why Join Us

Shape the governance backbone of a highgrowth business through a pivotal fundraising phase and international expansion. Work closely with leadership, investors, and global advisors on impactoriented transactions.