Company Secretary Manager

Profile summary

• Role overview: Acts as the chief advisor to the board on legal and governance issues. Oversees compliance with all applicable corporate, securities, and capital market laws and regulations.

• Purpose: To ensure the company operates with a high degree of transparency, accountability, and ethical conduct, thereby building shareholder trust and mitigating legal risks.

• Authority: As a key managerial personnel, the CS has defined responsibilities under the Companies Act and SEBI regulations.

Key roles and responsibilities

1. Corporate governance and board support

• Advisory role: Guides the board of directors and senior management on best practices in corporate governance and their legal duties, responsibilities, and powers.
• Meeting administration: Organizes and facilitates all board meetings, committee meetings (Audit, Nomination, Remuneration), and general meetings. This includes preparing agendas, compiling board packs, circulating supporting materials, and drafting accurate minutes.
• Policy management: Ensures that corporate policies are up-to-date and approved by the board.

2. Legal and regulatory compliance

• Compliance management: Ensures the company adheres to all statutory and regulatory requirements, including the Companies Act, SEBI regulations (including Listing Obligations and Disclosure Requirements), FEMA, and other applicable laws.
• Statutory filings: Manages and files statutory forms, returns (including the annual return), disclosures, and resolutions with the Registrar of Companies (RoC) and stock exchanges.
• Statutory records: Maintains and updates all statutory books and registers, such as registers of members, directors, and charges.
• Secretarial audit: A practicing CS is responsible for conducting a secretarial audit for the company and annexing the report to the Board's report, as required under the Companies Act.

3. Shareholder and investor relations

• Liaison: Serves as the primary point of contact for shareholders and regulatory authorities.
• Shareholder communication: Manages communication with shareholders, including handling inquiries and organizing annual general meetings (AGMs).
• Securities compliance: Oversees compliance with securities laws, manages share issuance and transfers, and ensures dividend payments are made correctly and on time.

4. Strategic and advisory functions

• Risk management: Advises the board on legal and compliance-related risks and implements strategies to mitigate them.
• Strategic management: Provides valuable input to management on strategic decisions related to corporate actions like mergers and acquisitions.
• Transaction advisory: Offers advisory services on corporate restructuring, capital market activities, and due diligence.