[31/08/2025] Group Company Secretary

3 days ago

Bengaluru India FYERS Full time

Job Description

We are seeking a highly driven, execution-oriented Company Secretary (CS) to manage core corporate governance and regulatory functions, with deep hands-on experience in fund-raising, ESOP administration, multi-entity structuring, capital market interactions, and SEBI & CSR compliance.

The ideal candidate thrives in fast-paced environments and can seamlessly navigate corporate law, stakeholder communication, and intricate compliance workflows while collaborating with cross-functional teams and external partners.

Key Responsibilities:

- Manage end-to-end secretarial processes related to equity fundraising (Seed to Series D and beyond), including issuance, allotment, filings, and board/shareholder approvals.
- Liaise with legal counsel, investors, and bankers for transaction structuring and documentation.
- Maintain updated cap tables and oversee processes for dilution, rights issues, and convertible instruments.
- Draft and review shareholder agreements, term sheets, and other corporate instruments.
- Ensure all ROC, MCA, and SEBI filings are completed accurately and within deadlines (e.g., PAS-3, MGT-7, AOC-4).
- Conduct board and general meetings, prepare notices, agendas, minutes, and resolutions.
- Maintain statutory registers and ensure upkeep of company records across all entities.
- Drive setup and compliance of ESOP plans, including approvals, grants, vesting schedules, and buybacks.
- Implement ESOP communication frameworks with employees, maintain ledgers, and handle related legal documentation.
- File requisite forms with MCA and ensure plan adherence under Companies Act and relevant taxation rules.
- Incorporate new legal entities as required (domestic and foreign), and manage inter-company governance.
- Ensure regulatory compliance across holding companies, subsidiaries, and group entities.
- Support transfer pricing audits, related party disclosures, and cross-entity structuring in alignment with business goals.
- Maintain up-to-date knowledge of SEBI LODR, ICDR, PIT regulations, and other applicable securities laws.
- Oversee compliance under FEMA for inward/outward remittances, FDI/FPI transactions, and RBI filings.
- Handle insider trading policy implementation, UPSI control, and disclosures.
- Ensure CSR obligations under Section 135 are met, including forming the CSR committee, budget utilization, and impact assessments.
- Coordinate CSR project approvals, third-party agency tie-ups, and preparation of annual reports.

Requirements:

- 612 years of relevant work experience, preferably in a startup, fintech, listed company, or VC-backed environment.
- Proven track record of handling equity raises, ESOPs, and SEBI compliances independently.
- Hands-on experience with MCA21, NSDL/CDSL, RBI FIRMS Portal, and other regulatory platforms.
- Strong grasp of Companies Act, SEBI regulations, FEMA, Income Tax (in relation to equity), and CSR norms.
- Excellent legal drafting, stakeholder communication, and documentation skills.
- Ability to thrive in a high-growth, ambiguous, and execution-focused culture.

What We Offer:

- Opportunity to work closely with founders and senior leadership on strategic transactions.
- A flat structure with full ownership of secretarial and compliance functions.
- A dynamic, transparent, and intellectually stimulating environment.

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