CS & Legal Counsel-Real Estate & AIF Funds

JOB DESCRIPTION

Job Title: CS & Legal Counsel Real Estate & AIF Funds

Location: GIFT City, Gandhinagar

Reporting To: CFO

Role Overview:

The incumbent will be responsible for overseeing all legal, compliance, and governance functions for companies operations at GIFT City. This includes managing fund structuring and regulatory compliance for AIFs, real estate transactions, investor documentation, and governance frameworks in alignment with IFSCA, SEBI, FEMA, and other applicable regulations.

This role combines strategic legal advisory, hands-on compliance execution, and active engagement with regulators, investors, and internal stakeholders to ensure smooth and compliant operations

Key Responsibilities:

Fund Structuring & Legal Advisory

• Advise on the legal structuring of Alternative Investment Funds (AIFs Category II & III) and related investment vehicles.

• Draft, review, and maintain fund-related documentation including Private Placement Memoranda (PPM), Trust Deeds, and Contribution Agreements.

• Ensure compliance with SEBI AIF Regulations, Companies Act, FEMA, and other relevant legislations.

• Liaise with SEBI, IFSCA, and other regulatory authorities for fund registrations, filings, and clarifications.

Real Estate Transactions

• Conduct legal due diligence for property acquisitions, sales, and development projects.

• Draft and negotiate Lease Deeds, Sale Agreements, Development Agreements, and Joint Venture Agreements.

• Ensure title verification and compliance with applicable property and municipal laws.

Compliance Management (GIFT City)

• Ensure compliance with IFSCA, SEZ, SEBI, and RBI/FEMA regulations applicable to GIFT City operations.

• Manage compliance for AIFs, REITs, and other investment vehicles launched or managed from GIFT City.

• Prepare and submit regulatory filings, disclosures, and responses to IFSCA and other authorities.

• Develop, implement, and monitor internal compliance frameworks, policies, and control systems.

• Conduct periodic audits and compliance reviews to identify and address potential gaps.

• Stay updated on regulatory changes and ensure timely integration of new requirements into processes.

• Maintain statutory records and documentation for all regulated entities.

• Liaise with external legal advisors, auditors, and consultants to ensure alignment with regulatory expectations.

• Support investor onboarding, KYC/AML compliance, and grievance redressal procedures.

• Conduct training sessions and promote a culture of compliance and ethical business conduct across teams.

Investor & Stakeholder Management

• Review investor agreements and disclosures to ensure transparency and protection of interests.

• Support fundraising and investor relations from a legal and compliance standpoint.

• Address investor queries and ensure adherence to disclosure norms.

Risk & Litigation Management

• Identify potential legal and regulatory risks across fund and real estate operations.

• Coordinate with external counsel to manage disputes, litigation, and contract enforcement.

• Recommend preventive measures to mitigate future legal exposure.

Governance & Documentation

• Maintain legal documentation and statutory records for all fund and asset-level entities.

• Support board and investment committee meetings with legal inputs and prepare minutes and resolutions.

• Ensure strong governance practices in alignment with organizational and regulatory standards.

Qualifications :

• Qualification: Company Secretary (CS) mandatory; LLB preferred.

• Experience: 510 years of experience in Legal and Compliance, preferably in AIFs, Fund Management, or Real Estate sectors.

• Strong understanding of IFSCA, SEBI, FEMA, and Companies Act regulations.

• Prior exposure to GIFT City operations or fund structuring will be an added advantage.

Preferred Background:

• Prior experience in a real estate-focused AIF or asset management firm

• Exposure to fund lifecycle management and real estate investment strategies

• Familiarity with trust structures, SPVs, and offshore fund considerations