Company Secretary

Role & responsibilities

Roles and Qualifications of a Company Secretary for a 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

Experience Expectations

Require 3 - 7 years of experience with strong exposure to Companies Act and RBI compliances.