Company Secretary

Job Description: Company Secretary (5–10 Years Experience)

Location: Bengaluru (E-City)

Reporting to: Board of Directors / CFO / Legal Head

Experience: 5–10 Years

Qualification: Associate/Fellow Member of the Institute of Company Secretaries of India (ICSI)

Role Objective:

We are looking for a seasoned Company Secretary to ensure our organization operates within the legal and statutory framework of the Companies Act, 2013, SEBI regulations (if applicable), and other corporate laws. The ideal candidate will act as a vital link between the company, the Board of Directors, and regulatory authorities.

Key Responsibilities:

• Board & Shareholder Management: Organizing, preparing agendas, and taking minutes for Board, Committee, and General Meetings (AGM/EGM).
• Statutory Compliance: Ensuring compliance with the Companies Act, 2013, and filing necessary forms/returns with the Registrar of Companies (ROC) and MCA21 portal.
• Corporate Governance: Advising the Board on best practices in corporate governance and ensuring adherence to Secretarial Standards (SS-1 & SS-2).
• Legal & Documentation: Drafting and reviewing share subscription agreements, shareholders agreements, and maintaining statutory registers.
• Liaison: Representing the company before the Regional Director (RD), National Company Law Tribunal (NCLT), and other regulatory bodies.
• Fundraising Support: Handling legal formalities for Rights Issues, Private Placements, or preferential allotments.

Required Skills & Qualifications:

• Certification: Must be a qualified CS and a member of ICSI in good standing. (An additional LLB degree is a strong plus).
• Technical Knowledge: Deep understanding of FEMA, RBI guidelines, and SEBI (LODR/PIT) regulations.
• Soft Skills: Excellent command of English (written and verbal); ability to handle high-pressure Board environments with tact and diplomacy.
• Experience: Proven track record in handling secretarial audits and complex corporate restructuring (mergers, demergers, etc.).
• FEMA & FDI Compliance: Managing compliance related to Foreign Direct Investment (FDI), filing Form FC-GPR/FC-TRS, and ensuring adherence to RBI guidelines for inbound or outbound investments.
• ESOP Management: Designing, implementing, and administering Employee Stock Option Plans (ESOPs), including necessary filings and tracking of grants, vesting, and exercises.
• Audit Coordination: Leading the Secretarial Audit process and coordinating with Statutory Auditors to ensure the Corporate Governance section of the Annual Report is flawless.
• CSR Governance: Assisting the Corporate Social Responsibility (CSR) Committee in project selection, fund allocation, and reporting as per Schedule VII of the Companies Act.
• Representation: Appearing before the National Company Law Tribunal (NCLT), Regional Director (RD), or Registrar of Companies (ROC) for compounding of offenses or corporate restructuring.

Advanced Competencies

• Drafting Excellence: Ability to draft complex legal documents, including Share Purchase Agreements (SPA), Shareholders Agreements (SHA), and Board Resolutions with high precision.