Company Secretary - BFSI (10-13 yrs)

Company Secretary

JOB PURPOSE:

This is a statutory position which all listed companies have to appoint to oversee listing and Companies Act compliances, and act and guide the Board and shareholders.

PRINCIPAL ACCOUNTABILITIES:

Coordination for Board and Committee meetings:

- Plan for and coordinate board meetings and committee meetings to be conducted in the year (covering functions such as Audit committee, CSR committee, Risk Management, Investment Committee, Nomination and Remuneration, stakeholder relationship committee, etc.)

- Intimate and provide notice to the stock exchanges on the Board meetings to be conducted, review the insider list and send notices for closure of insider trading window

- Inform relevant stakeholders (president & function heads) about board meetings to be conducted and seek relevant information relevant for board meetings (such as financial statements, board minutes, corporate governance reports, etc.)

- Prepare agenda draft based on inputs received for the Board meeting including routine statutory items and non routine items as received from function heads

- Align with group companies on common items and seek for approval of agenda draft (from reporting managers up to Chairman) within the timelines of SEBI LODR and companies act; Upload the agenda along with statutory & non statutory items, and Keep self updated on the detailed knowledge of the various agenda items for the Board meeting; Provide alerts to other committees happening on the same day

- Inform the stock exchanges of the outcome of Board meetings, and upload & complete statutory e-forms on changes with the ROC, Ministry of Corporate Affairs

- Communicate the changes/ decisions of the Board meeting to the function heads, circulate the Board outcome and upload on Board Vantage

- Prepare and deliver for committee meetings in addition to the Board meetings as per the compliance requirements of SEBI LODR and Companies Act (from conducting discussions with various committees, identifying & analyzing the developments/ decisions areas to be put to board's approval till communicating the outcome of meetings)

Regulatory compliance:

- Stay abreast with the frequent changes and amendments to Companies Act, SEBI LODR, RBI; Study and understand the impact of various regulations/ changes in regulatory environment on group company and business of group companies; Also, analyze the actions taken by other companies to adjust to regulatory changes

- Conduct quarterly group level company secretary meetings to align over common themes including discussion of problem areas, changes in law and their impact, etc.

Preparation of annual report and AGM:

- Post the closure of financial year, prepare secretarial documents for non-financial part of the annual report such as corporate governance report, AGM notice, director report, etc.

- Collect, analyze and review the data on specific items to be included in annual report and align all group companies on treatment of new items to ensure annual reports are prepared in most accurate manner (e.g. unclaimed shares, change in directors, etc.)

- Ensure annual reports are prepared in compliance with regulatory requirements and internal guidelines

- Oversee timely sharing of annual report with shareholders, and printing and sharing of hard copies

Dividend payment management:

- Prepare dividend payment proposals (including analysis of past dividends, proposed dividend payout for the year) and share with the reporting officer to shortlisting and seeking approval in board meeting.

- Evaluate bank services to select appropriate Bank to act as dividend banker across the group and oversee the opening of bank account post seeking approval of shareholders

- Ensure timely funding of account for dividend payment; Oversee and ensure payment of dividends as per timelines;

- Follow up with Bank for rejected dividend payments and ensure they are processed through physical dividend warrant

- Oversee approval and preparation for physical warrants for dividend payments; Ensure shareholders are followed up and remain informed regarding payout of dividend

Shareholder matters management:

- Manage and ensure resolution of all matters relating to shareholders (such as non receipt of dividend, request for duplicate shares, transmission of shares, shareholders involving court cases, etc.)

- Coordinate to evaluate the stock of unclaimed dividend, file returns for same and provide information on same to statutory authorities;

Secretarial:

- Maintain secretarial records, statutory books and registers and ensure timely reporting to Board and regulatory authorities

- Preparation of MIS to Chairman along with analysis thereof on various matters and issues pertaining to corporate laws, impacting businesses, insider trading

- Active participation in group company secretarial meet to have in-depth understanding of nuances involving in secretarial practices and related laws

- Manage ongoing projects on various secretarial related aspects and ensure compliance requirements are being maintained in delivery of responsibilities (for e.g. preparation of mutual fund application in alignment with regulatory guidelines etc.)

- Such other tasks as may be assigned by CS-BFL

IEPF Management:

- Ensure, the shareholders are informed about their unclaimed dividend for the last seven years

- To transfer the shares (lying unclaimed) to IEPF Account after complying with procedural formalities

- To communicate the intention through publication in newspaper advertisement

- To assist the shareholder in getting the shares credited back to his demat account from IEPF account

ROC Forms/ Other Returns/Statements with SEBI/RBI:

- Uploading of various forms with ROC & Monthly returns with RBI on an ongoing basis

- Quarterly statements with SEBI