Company Secretary , Corporate Governance & Compliance Officer

Job Description

JOB DESCRIPTION

Manager – Company Secretary, Corporate Governance & Compliance (Qualified CS)

Company

The Co. is an NSE SME Listed logistics and transportation company committed to excellence in corporate governance, regulatory compliance, operational discipline, and sustainable business growth.

As a listed company, co. is strengthening its governance framework and is looking for a highly competent Company Secretary to lead its internal secretarial and compliance function while coordinating with external professionals, regulators, and the Board of Directors.

Position

Manager – Company Secretary, Corporate Governance & Compliance

Location

Navi Mumbai, Maharashtra

Employment Type

Full Time

Experience

5–10 Years (Post Qualification)

Candidates having experience in Listed Companies / SME Listed Companies will be given preference.

Qualification

Mandatory

Qualified Company Secretary (ACS/FCS)
Member of the Institute of Company Secretaries of India (ICSI)
Preferred

LLB
Diploma/Certification in Corporate Laws
Certification in Securities Laws
Corporate Governance Certification
Reports To

Managing Director

Board of Directors

Chairman (where applicable)

Functional Coordination

The selected candidate will internally own the Secretarial & Corporate Governance function and coordinate with:

Practicing Company Secretary (PCS)
Statutory Auditor
Internal Auditor
Chartered Accountant / Finance Controller
Legal Counsel
Registrar & Transfer Agent (RTA)
NSDL / CDSL
NSE / Stock Exchange
SEBI
Merchant Banker (where applicable)
About the Role

The Company Secretary will act as the Company’s internal custodian of corporate governance, secretarial compliance, Board administration, regulatory coordination, and shareholder services.

The role is responsible for ensuring that all governance processes, Board meetings, statutory records, SEBI and stock exchange compliances, Companies Act requirements, and corporate documentation are managed efficiently and in a timely manner.

The incumbent will also coordinate with the Practicing Company Secretary (PCS) by providing information, preparing documentation, monitoring timelines, and ensuring implementation of recommendations, while preserving the independence of the PCS.

Key Responsibilities

Corporate Governance

Lead the Company’s corporate governance framework.
Advise management on governance best practices.
Ensure compliance with governance policies.
Maintain governance documentation.
Review governance processes and recommend improvements.
Support ESG governance initiatives where applicable.
Board & Committee Management

Prepare the annual Board and Committee calendar.
Schedule Board and Committee meetings.
Prepare notices, agendas, explanatory statements, and Board papers.
Coordinate circulation of meeting documents.
Attend Board and Committee meetings.
Draft and maintain Minutes.
Track implementation of Board decisions.
Maintain Board records and registers.
Coordinate Director onboarding, declarations, and annual disclosures.
Companies Act Compliance

Ensure compliance with the Companies Act, 2013.
Maintain statutory registers and records.
Prepare and file ROC forms.
Draft Board and Shareholder resolutions.
Manage Annual General Meetings (AGM) and Extraordinary General Meetings (EGM).
Prepare the Directors’ Report and Corporate Governance sections in coordination with the Finance Controller and external PCS.
Maintain MCA filings and statutory documentation.
SEBI & Stock Exchange Compliance

Coordinate and manage compliance relating to:

SEBI (LODR) Regulations
Stock Exchange filings
Corporate announcements
Shareholding pattern submissions
Corporate governance reports
Material event disclosures
Trading Window administration
UPSI controls
Insider Trading Code
Compliance calendar
Board disclosures
Annual compliance requirements
Ensure all filings are prepared accurately and submitted within prescribed timelines.

Secretarial Compliance Coordination

Coordinate with the Practicing Company Secretary (PCS) for:

Secretarial Audit
Secretarial Compliance Report
Annual Return
Corporate Certifications
Due diligence exercises
Governance certifications
Regulatory clarifications
Provide complete documentation, monitor timelines, and implement observations.

Shareholder & Investor Services

Coordinate with Registrar & Transfer Agent (RTA).
Manage shareholder communications.
Handle investor grievances.
Support dividend-related compliance.
Coordinate dematerialization and rematerialization matters.
Assist in maintaining shareholder records.
Support investor meetings and queries as required.
Compliance Management

Develop and maintain a statutory compliance calendar.
Monitor due dates and regulatory obligations.
Track compliance status across departments.
Maintain compliance dashboards.
Escalate risks to management.
Ensure timely closure of compliance actions.
Policy Development & Documentation

Prepare, review, and maintain:

Code of Conduct
Insider Trading Code
Related Party Transaction Policy
Whistle Blower Policy
Materiality Policy
Document Retention Policy
Board Charter
Corporate Governance Manual
Compliance Manual
Delegation of Authority Matrix
Governance SOPs
Regulatory Coordination

Coordinate with:

MCA
ROC
SEBI
NSE
NSDL
CDSL
RTA
Legal Advisors
External Company Secretary
Auditors
Consultants
Ensure timely responses to regulatory communications and maintain complete records.

Legal & Documentation Support

Review agreements for governance implications.
Maintain the corporate records repository.
Draft resolutions, notices, and corporate correspondence.
Coordinate execution and safekeeping of statutory documents.
Assist legal counsel with compliance documentation when required.
Governance Risk Management

Monitor changes in corporate laws and SEBI regulations.
Assess governance and compliance risks.
Recommend improvements to governance systems.
Conduct internal compliance reviews.
Support internal audits from a governance perspective.
Management Support

Support senior management and the Board by:

Preparing governance dashboards.
Presenting compliance status reports.
Advising on regulatory developments.
Supporting strategic projects, fundraising, restructuring, and due diligence exercises.
Facilitating governance aspects of business expansion initiatives.
Key Deliverables

The selected candidate will be responsible for ensuring:

Timely Board and Committee meetings.
Accurate statutory records.
100% on-time ROC and SEBI filings.
Well-maintained compliance calendar.
Effective coordination with the external PCS.
Timely closure of governance observations.
Efficient shareholder communication.
Board-ready governance documentation.
Strong corporate governance practices.
Zero avoidable regulatory delays.
Required Skills

Companies Act, 2013
SEBI (LODR) Regulations
Secretarial Standards (SS-1 & SS-2)
Corporate Governance
Board Administration
MCA Compliance
ROC Filings
NSE/BSE Compliance
Insider Trading Regulations
Corporate Documentation
Legal Drafting
Shareholder Services
Compliance Management
Regulatory Coordination
Corporate Policies
Governance Frameworks
Risk & Compliance Monitoring
Software Knowledge

Must Have

MCA Portal
MS Office (Excel, Word, PowerPoint)
PDF Documentation Tools
Preferred

Board Management Software
Compliance Management Systems
ERP Integration Exposure
Document Management Systems
Ideal Candidate Profile

We are looking for a Company Secretary who:

Has hands-on experience with listed-company governance and regulatory compliance.
Can independently manage the Company’s secretarial function.
Understands SEBI regulations, Board administration, and shareholder obligations.
Can effectively coordinate with external Practicing Company Secretaries, auditors, legal advisors, and regulators.
Demonstrates excellent drafting, documentation, and communication skills.
Has high ethical standards, attention to detail, and the ability to handle confidential and unpublished price-sensitive information.
Is proactive in strengthening governance systems and compliance culture.
Key Performance Indicators (KPIs)

100% on-time Board, Committee, AGM, and EGM management.
100% on-time statutory filings with MCA, SEBI, and Stock Exchanges.
Zero avoidable regulatory penalties attributable to internal secretarial processes.
Accurate maintenance of statutory registers and corporate records.
Timely dissemination of material disclosures and corporate announcements.
Effective administration of insider trading and UPSI controls.
Timely coordination and closure of observations raised by the external PCS.
High-quality governance dashboards and Board documentation.
Positive feedback from the Board and senior management on governance support.
Timely resolution of shareholder and investor queries.
Why Join?

Opportunity to lead the governance function of a growing NSE SME Listed company.
Direct interaction with the Board of Directors and senior leadership.
Exposure to listed-company governance, capital markets, and strategic initiatives.
Opportunity to build best-in-class corporate governance systems.
A leadership role with significant influence on the Company’s long-term governance and compliance excellence.