Company Secretary

1. Board & Committee Governance

• Organize, convene, and manage Board of Directors meetings, Audit Committee meetings, Nomination & Remuneration Committee (NRC) meetings, and any other Board-level committee meetings as constituted by the company.
• Prepare and circulate agenda papers, board notes, presentations, and supporting documents to Directors in advance of every meeting, in accordance with the Companies Act 2013 and Secretarial Standards (SS-1 & SS-2).
• Record accurate and comprehensive minutes of all Board and committee meetings; maintain the minutes books and obtain approvals from the Chairman within stipulated timelines.
• Draft, circulate, and execute Board resolutions, circular resolutions, and committee resolutions for corporate actions — loan sanctions above threshold, investment decisions, NCD issuances, policy approvals, and other matters requiring Board authorization.
• Manage Director onboarding and offboarding — appointment, resignation, and changes in designation — including DIN-related filings, consent letters (DIR-2), and intimation to the Registrar of Companies (ROC).
• Maintain the statutory Declaration of Interest register (MBP-1), Director Identification Number (DIN) records, and Director KYC (DIR-3 KYC) filings within due dates.

2. MCA / ROC Statutory Filings & Compliance

• Prepare and file all mandatory annual and event-based returns with the Registrar of Companies (ROC), Ministry of Corporate Affairs (MCA) portal — including MGT-7 (Annual Return), AOC-4 (Financial Statements), DIR-3 KYC, ADT-1 (Auditor Appointment), and all event-based forms — accurately and within prescribed due dates.
• Maintain and update all statutory registers as required under the Companies Act 2013 — Register of Members, Register of Directors and KMP, Register of Charges, Register of Debenture Holders, and other prescribed registers.
• Manage charge creation, modification, and satisfaction filings with the ROC (CHG-1, CHG-4) for mortgages, debenture trust deeds, and other security interests created by the company.
• Handle changes in the company's capital structure, registered office, objects clause, or other memorandum/articles amendments — including preparation of special resolutions, postal ballots, and ROC filings.
• Coordinate with auditors, legal counsel, and accounts teams for annual filing compliance, and maintain a statutory due dates calendar to ensure zero-default filing discipline.

3. RBI NBFC Compliance & Reporting

• Ensure full compliance with the RBI NBFC Master Directions — including Fair Practices Code, KYC norms, Anti-Money Laundering (AML) policies, customer grievance redressal mechanisms, and internal controls framework.
• Coordinate and submit periodic regulatory returns to the RBI — including DNBS returns, NBS-1/NBS-2/NBS-7, and other compliance reports — accurately and within stipulated timelines.
• Monitor and track RBI circulars, master directions, and regulatory notifications pertaining to NBFCs; assess applicability and prepare internal compliance notes for management and the Board.
• Maintain and update the company's Certificate of Registration (COR) details, registered address records, and compliance status with RBI requirements including capital adequacy, leverage, and provisioning norms.
• Coordinate Board-level certification of RBI compliance returns and ensure Director attestations are obtained within required timelines.
• Support the Internal Compliance Officer in implementing and monitoring the compliance management framework across all branches and functions.

4. NCD Issuance – SEBI NCS Regulatory Compliance

• Manage end-to-end secretarial compliance for Non-Convertible Debenture (NCD) issuances in accordance with SEBI (Issue and Listing of Non-Convertible Securities) Regulations 2021.
• Coordinate with the Debenture Trustee, Depositories (NSDL/CDSL), credit rating agencies, and Registrar & Transfer Agent (RTA) for each NCD issuance — including drafting of the Information Memorandum / Disclosure Document, Board resolutions, and trustee agreements.
• File and maintain compliance records with BSE / NSE for listed NCD series — including listing applications, corporate action intimations, interest payment disclosures, and redemption notices.
• Maintain the Register of Debenture Holders, ensure ISIN allotment and Demat credit to investors, and coordinate timely interest payments and principal redemptions.
• Ensure compliance with SEBI LODR (Listing Obligations and Disclosure Requirements) Regulations for listed NCDs — including periodic financial disclosures, event-based intimations, and corporate governance compliance.
• Track NCD maturity schedules, prepare redemption calendars, and coordinate with treasury and accounts for timely fund arrangement and payment execution.

5. Legal, Contracts & Corporate Documentation

• Vet, draft, and manage execution of material contracts — Debenture Trust Deeds, locker agreements, vendor contracts, lease agreements, MoUs, and any agreements requiring Board or Director authorization.
• Maintain the company's document management system — Articles of Association, Memorandum of Association, Certificates of Incorporation, PAN, TAN, COR, and all material corporate documents — in a secure, accessible repository.
• Coordinate with external legal counsel for opinions, litigation updates, court filings, and regulatory matters; maintain a litigation register and escalate material risks to the Board.
• Advise management on FEMA compliance — ECB guidelines, FDI compliance, and reporting to the RBI through the authorized dealer banks, if applicable.
• Oversee execution of Power of Attorney (PoA) documents, affidavits, and sworn statements required for corporate or regulatory purposes.

6. Corporate Governance & Board Advisory

• Advise the Board of Directors and senior management on corporate governance best practices, statutory obligations, and regulatory developments under the Companies Act 2013, RBI NBFC framework, and SEBI regulations.
• Support the development and periodic review of the company's corporate governance policies — Code of Conduct, Insider Trading Policy, Whistle-Blower Policy, Related Party Transaction Policy, and Risk Management Framework.
• Prepare the Annual Report including the Directors' Report, Corporate Governance Report, Management Discussion & Analysis (MD&A), and other statutory disclosures, in coordination with accounts and management.
• Manage related party transaction monitoring and disclosures — maintain the related party register, prepare Board and Audit Committee presentations on RPT approvals, and ensure compliance with Section 188 of the Companies Act 2013.
• Coordinate the annual Director performance evaluation process and assist the Board in self-assessment and governance improvement initiatives.

 KEY SKILLS & COMPETENCIES 

• Companies Act 2013 & Secretarial Standards (SS-1, SS-2)
• RBI NBFC Master Directions & regulatory compliance
• SEBI NCS Regulations 2021 – NCD issuance & listing
• SEBI LODR – listed security compliance & disclosures
• MCA / ROC statutory filings & annual returns
• Board & committee meeting management
• Statutory register maintenance & charge filings
• NCD trustee, ISIN, Depository & RTA coordination
• FEMA / ECB compliance (NBFC context)
• Legal vetting, contracts & document management
• Corporate governance & Board advisory
• Annual Report & Directors' Report preparation
• Related party transaction compliance (Sec. 188)
• Compliance calendar management & zero-default discipline