Company Secretary

Job Description:

Role Overview

We are seeking an experienced and qualified Company Secretary with strong expertise in regulatory compliance, corporate governance, overseas investments, and legal documentation. The ideal candidate should have extensive experience handling Overseas Direct Investment (ODI) matters, ensuring compliance with FEMA, RBI, SEBI, and stock exchange regulations, while supporting the governance requirements of a listed company.

Key Responsibilities

1. Overseas Direct Investment (ODI) & FEMA Compliance

• Manage end-to-end Overseas Direct Investment (ODI) transactions.
• Ensure compliance with RBI regulations and FEMA provisions related to overseas investments.
• Coordinate and obtain necessary approvals, filings, and reporting requirements with regulatory authorities.
• Monitor and ensure ongoing compliance for overseas investment structures.

2. Compliance Management for Overseas Subsidiaries

• Oversee compliance requirements of overseas subsidiaries across various jurisdictions.
• Ensure adherence to both Indian and international regulatory frameworks.
• Coordinate with external consultants, legal advisors, and subsidiary management teams to maintain compliance standards.
• Track and implement regulatory changes impacting overseas entities.

3. Listed Company Compliance

• Ensure compliance with regulatory requirements applicable to listed entities.
• Manage disclosures, filings, and reporting obligations under SEBI regulations and stock exchange requirements.
• Support implementation of best practices in corporate governance.

4. Corporate Governance

• Organize, coordinate, and manage:
• Board Meetings
• Annual General Meetings (AGMs)
• Extraordinary General Meetings (EGMs)
• Committee Meetings
• Prepare agendas, notices, resolutions, minutes, and statutory records.
• Ensure compliance with the Companies Act and corporate governance requirements.

5. Legal & Corporate Documentation

• Draft, review, and negotiate various legal and corporate agreements, including:
• Share Purchase Agreements (SPAs)
• Shareholders' Agreements (SHAs)
• Merger & Acquisition (M&A) Documentation
• Corporate Contracts and Related Legal Documents
• Coordinate with internal and external legal stakeholders on transaction documentation and compliance matters.

Required Knowledge & Experience

The candidate should possess hands-on experience and strong knowledge in the following areas:

Regulatory Compliance

• BSE and NSE compliance requirements
• SEBI regulations and listed entity compliances
• FEMA regulations
• RBI guidelines and reporting requirements
• Companies Act, 2013 and related corporate laws

Overseas Investments

• End-to-end management of Overseas Direct Investment (ODI) transactions
• RBI approval processes and reporting requirements
• FEMA compliance for overseas investments and subsidiaries

Corporate Governance

• Conducting Board Meetings, AGMs, EGMs, and Committee Meetings
• Preparing minutes, resolutions, notices, and governance documentation
• Ensuring adherence to corporate governance standards

Legal Documentation

• Drafting and reviewing corporate legal agreements
• M&A transaction documentation
• Shareholder and investment-related agreements
• Contract negotiation and legal risk management

Preferred Candidate Profile

• Qualified Company Secretary (CS).
• 8-10 years of relevant experience.
• Prior experience with a listed company is mandatory.
• Strong understanding of regulatory and governance frameworks.
• Excellent drafting, communication, and stakeholder management skills.
• Ability to manage multiple compliance activities across domestic and international jurisdictions.

Mandatory Requirement

Experience handling ODI, FEMA, RBI compliances, and overseas subsidiary compliance
Experience working with a listed company
Strong exposure to SEBI, BSE, NSE, and corporate governance requirements