Company Secretary and Compliance Officer
1) Development of CS plan and departmental budget :
Establish and drive Corporate Governance norms across the organization to ensure transparency in all operations in accordance with best practices and industry standards.
Collaborate with consultants and legal entities to understand all secretarial compliances pertaining to joint developments, mergers, acquisitions and strategic alliances.
To perform the functions of Key Managerial Personnel pursuant to the Companies Act and to act as a Secretary to the Board, all Board Committees, Risk Management Committee and Strategic Management Committee and provide the necessary guidance to Board and Sr. management.
Studying the amendments in the Companies Act, 2013, SEBI regulations and other corporate.
laws and implementing the same in the organization.
Ensure timely communication to top management and Board members on strategic issues and economic changes affecting the Company and the market in which it operates.
2) Compliance to Corporate Governance norms and Secretarial Services:
Overall in-charge of Secretarial and responsible for the matters pertaining to Secretarial & Corporate function (like drafting of agenda, minutes, conduct of Board, Committees and General Body meetings, compliance under Companies Act, SEBI and other statutory requirements etc.
Adoption of best Corporate Governance practices within the Organization; Monitor adherence to the same and highlight deviations to the Top Management.
Monitor and ensure organizational compliance with all applicable statutory enactments such as Companies Act, 2013, SEBI rules and regulations, Secretarial Standards issued by the ICSI, FEMA regulations and other Corporate Laws.
Manage proceeding and conduct meetings of Board, Committees of Board, Shareholders, Strategic Management Group.
Conducting the meetings of the Performance Review Board Committee.
Preparation of agenda of Board and its Committees meeting.
Preparation of the minutes of the Board, its Committee meeting, Strategic Management Meeting, Business Risk Review Meeting.
Convening and conducting of Business Risk Review Committee meetings including preparation of agenda, updating Risk registers, Risk Sheets for Business Risk Review committee meetings and preparing minutes thereof in consultation with MD.
Preparation and Reviewing of Action Taken Report of Board, Board Committees and SMG and submission of standard agenda with ATR to the above.
Formulate Terms of Reference for Board and Board Committees and ensuring the functioning of the Committees in accordance with their Terms of Reference.
Ensure maintenance of all documentation as per statutory requirements.
Monitoring the Compliance tool system adopted by the organisation.
Ensure legal compliance for all outbound investments and setting up joint ventures, etc. like compliance with RBI norms, FEMA, other statutory requirements, along with the Head- Legal
Manage the process of mergers, takeovers, incorporation of new companies, etc. from the standpoint of corporate statutory compliances
Monitor changes in relevant legislation and the regulatory environment and take appropriate action.
Representing the company in various hearings with the statutory authorities as and when required.
Monitoring extra ordinary momentum in the Company's share price including trading on stock and provide the report to the management on timely basis.
Managing the Investors Complaints. Ensuring the Complaints of the investors is satisfactorily resolved.
Being a signatory for investment related documents.
Undertaking the dividend process as may be declared by the Board from time to time.
Vetting of various documents/POA/Indemnity /agreements, as circulated by other departments.
Obtaining opinion on different subjects from Advocates/lawyers/PCS/Consultants on case to case basis.
Co-ordination with the Analyst/ brokers on the analyst reports prepared by them.
Laiasioning with regulatory and government bodies :
Liaise and build relations with the Registrar of Companies, Depositories, SEBI, MCA, Stock Exchanges, RBI, NCLT and other statutory authorities;
Liaise and coordinate with the NSDL, CDSL, Share Transfer Agents and Registrars etc. of the Organization for transfer, transmission and dematerialization of securities.
Ensure to complete all Corporate Actions and compliances thereof.
Ensure effective and timely redresser of investor grievances.
Ensure compliance / follow-up on all decisions of the Board; provide information and guidance on the Companies Act and other related laws to the Senior / Middle Management; Prepare summaries to circulate to them.
4) Reporting & Documentation :
Ensuring submissions to Stock Exchanges (quarterly / half yearly / annually/ event based) and intimation to Board.
Filing of necessary forms and returns with the Registrar of Companies, Ministry of Corporate Affairs, RBI and other statutory bodies.
Ensure effective maintenance of statutory registers, minutes, records etc.
Oversee the timely preparation of monthly MIS reports, quarterly estimates and specific exception analysis reports on a timely basis.
5) People :
Coordinate with HR department to ensure CS department is adequately staffed as per the manpower requirements.
Own and develop high potential talent and create a talent pipeline for the department.
Ensure high level of employee engagement and retention of employees.
Instil a performance culture in the organization through driving timely goal setting, monitoring, and performance review.