Company Secretary

About us:

Goodera is the world's leading employee volunteering platform, powering companies to scale employee volunteering experiences globally through our innovative technology platform and unique operating model. With a presence in over 100 countries and support for 30+ languages, we connect over 500 clients - including 60+ Fortune 500 companies with meaningful volunteer opportunities tailored to their communities. To date, our impact has reached over 10 million beneficiaries, powered by 1 million+ employee volunteers and a network of 50,000+ nonprofit partners. Growing at 100% year on year, we are backed by top investors including Zoom Ventures, Elevation Capital, Nexus Venture Partners, Omidyar Network, and Ursula Burns.

About the Role

We are seeking a qualified Company Secretary to own the corporate secretarial and governance function for the Goodera group, the Indian parent and its overseas entities, as we prepare for a public listing in India. This is a build-and-scale role: you will clean up legacy compliance, institutionalize processes that survive due diligence, and grow with the company into a listed-company secretarial function.

You will work directly with Finance, Tax & Compliance, and Legal leadership, and coordinate with statutory auditors, practicing company secretaries, RTAs, merchant bankers, and US counsel.

Career arc: For the right candidate, this role is a pathway to Compliance Officer of a listed company under SEBI (LODR) Regulations - one of the most accelerated governance mandates available at this experience level.

Responsibilities:

Core Secretarial & Statutory Compliance (India)

• Own the full Companies Act, 2013 compliance calendar: board meetings, committee meetings, general meetings, resolutions, and filings (AOC-4, MGT-7, DIR-3 KYC, event-based forms) across the Indian entity and any Indian subsidiaries.
• Draft agendas, notices, and minutes in conformity with Secretarial Standards (SS-1 and SS-2); maintain statutory registers and minute books to due-diligence standard.
• Overhaul and digitize legacy statutory records, registers, and filings so the company is perpetually ready for investor, banker, and regulator diligence.
• Manage remediation of historical gaps: condonation of delay, compounding applications, revival or strike-off of dormant entities, and re-execution of defective corporate documents.
• Replace manual tracking with an automated compliance calendar covering ROC/MCA, FEMA/RBI, and (in time) SEBI/stock exchange deadlines with defined owners and escalation.

FEMA / RBI & Cross-Border Compliance

• Handle inbound investment reporting (FC-GPR, FC-TRS), annual FLA returns, and downstream/ODI compliance for the US subsidiary structure.
• Support compounding applications and regularization of past reporting delays with RBI/AD banks.
• Manage FEMA aspects of secondary share transfers, buybacks, and ESOP exercises by resident and non-resident holders, including valuation certificate coordination and pricing-guideline compliance.
• Coordinate with authorized dealer banks, valuers, and FEMA counsel; maintain a clean audit trail for every cross-border capital transaction.

Cap Table, ESOP & Share Transactions

• End-to-end ESOP administration: grant letters, vesting schedules, exercises, cancellations, surrender/lapse tracking, and pool reconciliation against board and shareholder approvals.
• Maintain a single-source-of-truth cap table reconciled across the register of members, depository records, and shareholder agreements.
• Execute share transfer mechanics: DIS processing, demat coordination, Deeds of Adherence, stamp duty, and CP completion for secondary transactions.
• Drive full dematerialization of shares and manage the RTA and depository (NSDL/CDSL) relationships - a listing precondition.
• Coordinate with VC investors and institutional board members on approvals, waivers, consents, and information rights under the Shareholders Agreement; run the mechanics of rights issues, bonus issues, and any pre-IPO restructuring of instruments (e.g., CCPS conversion).

IPO Readiness

• Execute the secretarial workstream of IPO preparation under leadership direction, including:
• Conversion from private to public limited company and consequential charter document changes.
• Board and committee re-constitution: independent director onboarding, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee - with compliant charters.
• Corporate-approval backbone for the DRHP: authorizations, certifications, and secretarial due-diligence responses to merchant bankers and legal counsel.
• Policy suite build-out: related party transactions, materiality of events, code of conduct, whistleblower/vigil mechanism, insider trading code and structured digital database (SDD) under SEBI (PIT) Regulations.
• Secretarial audit under Section 204 and annual secretarial compliance report readiness.
• Data room ownership for all secretarial, capital, and governance records.

Post-Listing Compliance (Knowledge Expectation)

• This role is designed to mature into the listed-entity compliance function. Candidates must have working knowledge of and will be trained and supported to operate:
• SEBI (LODR) Regulations: quarterly and event-based disclosures, Regulation 30 materiality framework, corporate governance reports, shareholding patterns, and stock exchange intimations.
• SEBI (PIT) Regulations: trading window management, pre-clearance, UPSI handling, and SDD maintenance.
• Listed-company meeting mechanics: e-voting, record dates, dividend compliance, postal ballots, and investor grievance handling (SCORES).
• Ongoing engagement with stock exchanges, RTA, depositories, and the secretarial auditor.

Overseas Entities - Coordination & Oversight

• Coordinate (with US counsel and registered agents - not replace them) the corporate maintenance of the US subsidiary and affiliated US nonprofit: annual state filings, registered agent renewals, board consents and minutes, and officer/director records.
• Maintain a group-wide entity management tracker: good standing, filing status, intercompany agreements, and authorized signatory records across all entities.
• Support governance of the group's nonprofit foundation in coordination with its US counsel and auditors: board documentation, conflict-of-interest compliance, and policy maintenance.
• Ensure Indian-side compliance triggered by overseas entities (ODI reporting, APR filings, board approvals for guarantees/funding).

What We Look For

• Qualification: Member of the Institute of Company Secretaries of India (ICSI).
• Experience: 4-6 years of post-qualification core secretarial experience. Exposure to any of the following is strongly preferred: IPO/DRHP process, listed-company compliance, PE/VC-funded company secretarial work, or FEMA-heavy transaction work.
• Technical depth: Companies Act, 2013; Secretarial Standards (SS-1, SS-2); FEMA/RBI reporting (FC-GPR, FC-TRS, FLA, ODI); working knowledge of SEBI (LODR), (ICDR), and (PIT) Regulations.
• Execution quality: Demonstrated ability to build trackers, registers, and processes from scratch and keep them diligence-ready - not just file on time.

Strong plus

• LL.B. or equivalent legal training.
• Hands-on IPO or pre-IPO readiness experience (even as part of a team).
• Experience with demat/RTA processes, ESOP administration at scale, or cross-border group structures.
• Comfort with compliance tooling and automation (entity management software, compliance calendars, cap table platforms).