Company Secretary

Roles and Qualifications of a Company Secretary for a Base Layer NBFC
1. Corporate Governance & Board Management

• Organising Board Meetings, Committee Meetings and Shareholders Meetings
• Drafting agenda notes, minutes and resolutions
• Advising Board on governance standards and fiduciary responsibilities
• Ensuring compliance with Companies Act, Secretarial Standards and RBI governance requirements
• Maintaining statutory registers and records

2. RBI & NBFC Regulatory Compliance

• Monitoring compliance relating to RBI Master Directions applicable to NBFCs
• Ensuring adherence to Fair Practices Code
• Compliance with KYC / AML / PMLA requirements
• Monitoring outsourcing guidelines and related party transactions
• Ensuring Fit & Proper criteria for Directors
• Filing periodic RBI returns and certifications wherever applicable
• Tracking regulatory changes and placing updates before the Board

3. Secretarial & Legal Compliance

• ROC filings and annual compliances
• Annual Report preparation
• Coordination with auditors, legal counsel and regulators
• Monitoring contracts, powers of attorney and authorisations
• Ensuring compliance under Companies Act, FEMA, SEBI regulations and allied laws

4. Compliance Management Framework

• Creating compliance calendars
• Obtaining compliance certification from departments
• Reporting non-compliances to management and Board
• Coordinating internal audits and secretarial audits
• Supporting risk management and internal control framework

5. Stakeholder & Investor Coordination

• Handling investor communications
• Coordination with lenders, trustees, rating agencies and debenture holders
• Due diligence support for fund raising and borrowings
• Assisting during inspections by RBI and other authorities

6. Policy & Documentation Oversight

• Coordinating Board approval and review of credit policies
• Monitoring recovery policies and related party policies
• Administering whistle blower mechanism and code of conduct
• Reviewing information security and outsourcing policies

7. Support to Senior Management

• Advising CEO/MD and Board on regulatory risks
• Assisting in restructuring, mergers, capital raising or investor induction
• Ensuring governance discipline during rapid growth

Qualifications

• Qualified Company Secretary (ACS/FCS) from the Institute of Company Secretaries of India (ICSI)
• Preferred additional qualifications include LLB, CA Inter or CMA Inter exposure
• Strong knowledge of RBI regulations, lending operations and treasury structures