Manager-Company Secretary

Job Description

Job Purpose:

To carry out the secretarial, corporate governance, and compliance functions as the Company Secretary of GHRL, GHASL, and GHAL (100% subsidiaries of GMR Hyderabad International Airport Limited - GHIAL). Additionally, provide supervisory oversight on the secretarial, corporate governance, and compliance functions of EGLPPL (a 30% JV of GHAL) and Laqshya Hyderabad Airport Media Private Limited (a JV of GHIAL), under the guidance of the GHIAL Company Secretary.

Key Responsibilities:

- Pre-Board Meeting Works:
- Convening Board meetings (preparing agendas, arranging logistics for directors for physical meetings, coordinating with teams for data presentation, preparing secretarial presentations, uploading agendas on DESS, advising directors on company law/strategic matters).
- Post-Board Meeting Works:
- Drafting and circulating minutes of meetings, disseminating ATR points, filing necessary ROC documents, and updating statutory registers.
- General Meetings:
- Convening AGMs/EGMs either physically or via VC/OAVM (other audio-visual means), preparing and circulating circular resolutions.
- Filing with MCA:
- Filing e-forms/applications for necessary corporate actions (annual filings, event-based filings).
- Reviewing Agreements:
- Reviewing Shareholders Agreement (SHA), Share Subscription Agreement (SSA), and Compulsorily Convertible Debenture (CCD) agreements with JV partners, advising management on implementation, and guiding the JV Company Secretary in implementing GMR Group's best practices.
- Maintaining Statutory Records:
- Keeping statutory records and registers as per legal requirements, liaising with internal audit and due diligence teams, coordinating with statutory and secretarial auditors.
- Board Evaluation Process:
- Conducting the Annual Board Evaluation Process (circulating questionnaires, collecting results, presenting them to the Board via DESS Digital Board Room Software).
- Compliance with Secretarial Standards:
- Ensuring compliance with applicable secretarial standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of India (ICSI).
- Annual Report Preparation:
- Preparing and finalizing the Annual Report for the company.
- Share Transfers:
- Handling share transfers (both physical and demat mode), ensuring proper documentation and compliance.
- Secretarial Support for Financing and Due Diligence:
- Providing secretarial support for financing and refinancing of projects, as well as for due diligence processes during fund-raising plans for parent companies.
- Compliance Status Updates:
- Updating the status of compliances in the Legatrix Reporting Tool for all companies.
- Utilizing Digital Tools:
- Effectively using digitalization initiatives (e.g., DESS Digital Meetings, common document repositories).
- Legal Entity Identifier (LEI):
- Obtaining and renewing LEI codes for the companies.
- Depository Systems:
- Handling admission of securities in the depository system, including dematerialization/rematerialization of shares.
- Bank Account Authorization:
- Arranging letters of authorization for the opening and operation of bank accounts.
- Director Familiarization Programs:
- Coordinating induction programs for newly inducted directors.
- Regulatory Approvals:
- Obtaining approvals from the Board, General Meetings, government, and other authorities as required by the Companies Act, 2013 and other statutes (FEMA, etc.).

Additional Responsibilities:

- Future Obligations:
- Oversee the take-over of EGLPPL, and the transfer of Hyderabad Duty Free as a business unit from GHRL to GIL.
- Digitization:
- Responsible for the digitization and periodic updating of secretarial records to ensure smooth accessibility (aligned with the 5S initiative of the Group).

Financial Dimensions:

- Turnover:
- GHRL Turnover: Rs. 395.52 Crore (as of March 31, 2024).
- GHAL Turnover: Rs. 48.70 Crore (as of March 31, 2024).
- GHASL Turnover: Rs. 76.72 Crore (as of March 31, 2024).

Other Dimensions:

- Providing secretarial, corporate governance, and compliance support to 5 companies.
- Managing secretarial support for JV agreements documentation for ALD Companies (as needed).
- Direct report includes one Junior Manager (vacant) and one Company Secretary trainee (21 months).

Skills and Knowledge:

- Educational Qualifications:
- Membership of the Institute of Company Secretaries of India (ICSI) and LLB.
- Core Competencies:
- In-depth understanding of the Companies Act, SEBI Regulations, RBI compliances, and secretarial standards.
- Strong communication skills with stakeholders.
- Ability to ensure timely compliance and results-oriented approach.
- Skills:
- Problem-solving, analytical skills, leadership, team management, interpersonal skills, adaptability, ability to work under pressure, and effective communication.

Relevant Experience:

- Minimum of 8 years of post-qualification experience as a Company Secretary, with significant experience in corporate governance and compliance roles.

---