DGM - Group Secretarial

Responsibilities & Key Deliverables

Board and Committee Meeting Management:

• Prepare comprehensive notices, detailed agendas, and accurate minutes for Board Meetings, Committee Meetings, General Meetings, and Postal Ballots, ensuring timely dissemination and adherence to governance standards.
• Maintain meticulous and up-to-date records of all meetings, resolutions passed, and subsequent actions to support transparency and regulatory compliance.

Regulatory Liaison and Compliance:

• Act as the primary liaison with government authorities including the Registrar of Companies (ROC), Securities and Exchange Board of India (SEBI), stock exchanges, and other regulatory bodies to ensure that all statutory and regulatory obligations are met with accuracy and timeliness.
• Represent Mahindra & Mahindra Ltd in all communications and regulatory filings, ensuring adherence to legal requirements across multiple jurisdictions.
• Maintain strict compliance with insider trading norms, takeover regulations, and all applicable laws, thereby safeguarding the company's integrity and reputation.
• Manage submissions and filings on the MCA Version 3 portal, verifying the accuracy and completeness of all documentation and reports.

Corporate Transactions and Actions:

• Oversee administration and compliance related to Employee Stock Option Plans (ESOPs) and Restricted Stock Units (RSUs), ensuring alignment with current regulatory frameworks and company policy.
• Coordinate complex corporate actions including share splits, dividend issuance, buybacks, and issuance of Foreign Currency Convertible Bonds (FCCBs) and Global Depository Receipts (GDRs), guaranteeing procedural and regulatory adherence.

Investor Relations:

• Manage the preparation and distribution of shareholder communications such as annual reports, Annual General Meeting (AGM) notices, and detailed corporate governance reports to foster transparency and trust.
• Handle all shareholder-related activities efficiently, including share transfers, dividend payments, and correspondence, to maintain excellent investor relations.

Governance and Reporting:

• Maintain and regularly update statutory registers related to directors, key managerial personnel, and shareholders to ensure records are compliant and readily available for scrutiny.
• Assist in drafting, reviewing, and filing Director disclosures, declarations, and other essential statutory documents in compliance with corporate governance standards.
• Prepare and critically evaluate key company documents including the Board's Report, Corporate Governance Report, and other mandatory disclosures, aligning with regulatory requirements and best practices.
• Champion the implementation and monitoring of corporate governance norms and listing obligations to uphold the highest governance standards within the organisation.

Research and Case Law Analysis:

• Conduct in-depth research and analysis of regulatory orders, including those from SEBI, Securities Appellate Tribunal (SAT), and ROC, as well as informal guidance, to provide informed advice to the executive leadership.
• Develop presentations and briefs on recent case law, noteworthy SEBI insider trading cases, and the latest amendments to company and securities law, enabling proactive compliance and strategic decision-making.
• Benchmark industry practices on secretarial functions, driving continuous improvement and the adoption of best practices within the group secretarial function.

Experience

We are seeking a seasoned professional with a minimum of 10 to 15 years of extensive experience in company secretarial roles within listed companies. The ideal candidate will possess deep knowledge of corporate governance frameworks, regulatory compliance, and secretarial Best Practices.

The candidate should have a proven track record of managing complex regulatory filings and corporate governance processes in large, dynamic organizations. Experience liaising with regulatory bodies such as SEBI, MCA, stock exchanges, and ROC is essential.

Demonstrated expertise in handling board governance, shareholder relations, and corporate transaction support in a high-profile corporate environment will be highly valued.

A candidate with additional experience in legal drafting, case law research, and compliance with insider trading and takeover regulations will thrive in this role.

Qualifications

The successful candidate must be a qualified Member of the Institute of Company Secretaries of India (ICSI), evidencing the required professional acumen and ethical standards fundamental to the role.

Possession of a degree in law or closely related fields will be considered a distinct advantage, underpinning the candidate's capability to navigate complex regulatory landscapes.

Additional certifications or training in corporate governance, compliance management, or regulatory affairs are desirable and will be viewed positively.

Continuing professional education and a commitment to staying abreast of evolving corporate laws and regulations is expected to ensure ongoing effectiveness in this vital position.

General Requirements

Proficiency in Microsoft Office Suite, particularly Word, Excel, and PowerPoint, is required to prepare documentation, reports, and presentations with high accuracy and professionalism.

Advanced legal drafting skills and a strong foundation in secretarial practice standards are necessary for producing clear, compliant, and well-structured documentation.

Experience working with MCA Version 3 portal and comprehensive knowledge of SEBI regulations are essential to facilitate timely and error-free statutory filings and compliance activities.

Exceptional communication skills, both written and verbal, are critical to effectively coordinate with regulatory authorities, internal stakeholders across various departments, and investors.

Strong organisational abilities, with keen attention to detail and the capacity to prioritise and manage multiple responsibilities under tight deadlines, are crucial for success in this role.

A collaborative approach and excellent interpersonal skills will aid in fostering a cohesive team environment and build constructive relationships across the Group Secretarial division and with external partners.