Company Secretary

1. Role Summary

The Company Secretary is a Key Managerial Personnel (KMP) responsible for ensuring statutory compliance, corporate governance, regulatory filings, board processes, and legal compliance of the company. The CS acts as a vital link between the Board of Directors, management, shareholders, regulators, and other stakeholders.

2. Key Responsibilities

A. Corporate Governance & Board Management

• Organise, convene, and attend Board Meetings, Committee Meetings, and General Meetings (AGM/EGM).
• Prepare notices, agendas, board notes, minutes, and resolutions; ensure proper recording and compliance with Secretarial Standards (SS-1 & SS-2).
• Maintain and update statutory registers, records, minutes books, and statutory documents.
• Guide the Board on good governance practices, related-party transactions, and directors duties.
• Assist in appointment, resignation, and remuneration compliance of Directors, KMPs, and Auditors.

B. ROC & MCA Compliances

• Ensure timely filing of all MCA forms under the Companies Act, 2013, including but not limited to:
  
  MGT-7, AOC-4, MGT-14, PAS-3, ADT-1, DIR-12, DPT-3, CHG-1/4, MGT-14, INC forms, BEN-2, MSME-1, etc.
• Prepare and file Annual Returns and Financial Statements.
• Ensure compliance during increase in authorised capital, share allotments, transfer/transmission, rights issue, bonus issue, buyback, etc.

C. SEBI & Listing Compliances (Applicable if the company is listed)

• Ensure all compliances under SEBI (LODR) Regulations, 2015, including quarterly, half-yearly, and annual filings:

• Shareholding patterns

• Corporate governance reports
• Investor complaints
• Related-party disclosures

• Press releases and price-sensitive information

• Coordinate with stock exchanges, share transfer agent, depositories (CDSL/NSDL), and statutory auditors.

• Oversee INSIDER TRADING compliance, maintenance of digital Structured Digital Database (SDD), PIT policy, and Trading Window management.

D. Secretarial Audit & Statutory Filings

• Facilitate Secretarial Audit, Cost Audit, Internal Audit, or Due Diligence exercises.
• Liaison with regulators: MCA, SEBI, ROC, RBI, NCLT, GST, PF/ESI, Pollution Control Board, Labour Department, etc.

E. Legal & Contract Management

• Draft, review, and vet contracts, MOUs, tenders, NDAs, SLAs, vendor agreements, etc.
• Maintain contract repository and track expiries, renewals, compliances, and obligations.
• Handle legal notices, arbitration, litigation, and coordinate with external lawyers.
• Advise management on labour laws, environmental compliances, and industry regulations.

F. Shareholder Relations

• Handle share transfers, transmission, demat/remat, IPO/disclosures, and liaise with RTA.
• Address shareholder queries, grievances, and coordinate with SEBI SCORES portal.

G. Corporate Actions & Capital Markets

• Manage:

• Private placement / rights issue / preferential allotment

• ESOP / Sweat Equity / Bonus shares / Buy-back
• Debenture issuance, charges creation/modification/satisfaction
• Board approvals, valuation reports, and due-diligence documentation

H. Internal Controls & Compliance Framework

• Develop and implement Compliance Calendar, SOPs, risk management and governance frameworks.
• Ensure company-wide compliance with Companies Act, FEMA, Labour Laws, MSME Act, Contract Act, IBC, GST Act, Environmental laws, and industry-specific regulations.
• Conduct training for employees on compliance, ethics & code of conduct.

3. Qualifications & Skills

Educational Qualifications

• Company Secretary (CS) – Member of ICSI (mandatory)
• Preferably LLB / LLM / MBA (added advantage)

Skills & Competencies

• Strong knowledge of Companies Act, 2013, SEBI LODR, FEMA, labour & environmental laws
• Excellent drafting, communication, and presentation skills
• Highly detail-oriented with strong compliance & documentation focus
• Proficiency in MCA portal, SEBI portals, RBI filings, and MS Office
• Ability to manage board processes, legal matters, contracts & investor relations

4. Experience

• 3–10 years for mid-level CS
• 10+ years for Senior Manager / Head – Legal & Company Secretary
• Experience in Limited / Listed Companies preferred
• Exposure to EPC, manufacturing, infrastructure, environmental engineering sectors is desirable (relevant to your company)

5. Key Deliverables

• 100% statutory and secretarial compliance
• Zero non-compliance observations in audits
• Timely and accurate board meeting documentation
• Effective contract management system
• Strong governance and investor confidence
• Proactive legal and regulatory risk mitigation