Team Member - Secretarial

Qualifications:

Qualified Company Secretary (Associate or Fellow Member)

Experience:

Minimum 2 years in handling secretarial and governance responsibilities for unlisted entities.

Compliance Monitoring for Unlisted Companies

• Monitor unlisted entities within the company’s portfolio to ensure they comply with regulatory thresholds, such as the appointment of independent directors, if the company’s capital exceeds specific limits.
• Regularly review the Articles of Association (AOA) and Memorandum of Association (MOA) of unlisted subsidiaries to ensure they are up-to-date and in line with regulatory changes.
• Support in the development of governance frameworks for unlisted entities, ensuring that appropriate corporate governance measures are in place, including the establishment of key committees.

Subsidiary Governance and Committees

• Ensure subsidiaries have the required governance committees in place, such as the Corporate Social Responsibility (CSR) Committee, and monitor their compliance with governance standards.
• Oversee the appointment of members to key committees such as the Audit Committee and ensure adherence to corporate governance standards across unlisted entities.

Internal Audit and Compliance

• Oversee the appointment of internal auditors, ensuring proper approvals are obtained and the correct internal audit processes are in place.
• Respond to queries related to the requirement for an internal auditor, ensuring compliance with corporate governance practices.
• Conduct regular compliance checks and audits to ensure that all legal and regulatory filings for unlisted companies are accurate and timely.

Appointment and CSR Compliance

• Monitor the company’s capital and profits to assess whether it meets the criteria requiring the appointment of a Managing Director (MD) or full-time executive director, and handle any exceptions as per legal provisions.
• Work with senior leadership to ensure any necessary appointments are made in compliance with the Companies Act and other regulatory requirements.
• Track compliance with regulations concerning the appointment of women directors, ensuring companies that meet the capital or profit thresholds appoint a woman director to their board.
• Coordinate with the Adani Foundation and other CSR partners to confirm contributions, ensuring they are in line with statutory obligations.
• Ensure CSR contributions are accurately reflected in the Directors' Report.
• Prepare and file the necessary CSR forms with the Registrar of Companies (ROC), ensuring timely and accurate submissions.

Stakeholder Management

• Ensure all company filings are publicly available and accessible to shareholders, ensuring transparency and proper communication in line with regulatory requirements.
• Manage statutory reporting requirements for unlisted entities, including the preparation and submission of annual returns and financial statements.
• Coordinate with legal teams to ensure all subsidiary entities comply with relevant laws, including the Companies Act, SEBI regulations, and other statutory bodies.
• Provide guidance to the Board of Directors and senior management on matters related to corporate governance, legal compliance, and corporate strategy.
• Advise on changes in governance and compliance regulations, ensuring the company's processes are updated in line with legal and regulatory developments.
• Ensure that the unlisted companies have the balances in place, supporting their long-term sustainability and compliance with all relevant laws.

Routine Documentation and Administrative Tasks

• Accurately record and maintain minutes of board meetings, shareholders' meetings, and business meetings, ensuring that all decisions are properly documented and communicated.
• Ensure the timely update of statutory registers, including the Register of Directors and Register of Members, ensuring proper maintenance and accuracy.
• Provide Know Your Customer (KYC) documents when required, such as for the opening of bank accounts, and maintain records as needed for statutory purposes.
• File necessary forms with the Registrar of Companies (ROC), ensuring compliance with both event-based and periodic filing requirements.
• Manage shareholding changes, ensuring all necessary documentation, such as share transfer forms, is in place and all changes are communicated to the relevant stakeholders.
• Provide periodic information to statutory auditors to support their reviews and ensure proper compliance with corporate governance standards.
• Manage time and attendance signatures for directors and key personnel during board meetings or when required for statutory purposes.
• Respond to emails and inquiries promptly, ensuring effective and timely communication with internal and external stakeholders.
• Coordinate with practicing company secretaries for tasks that require collaboration and ensure efficient handling of all secretarial duties.
• Handle director payments, ensuring timely and accurate processing, particularly for the second phase of the payment cycle.
• Process payments for consultants, ensuring timely submission of invoices and proper approvals.