Job Detail

Associate Member of Institute of Company Secretaries of India (ICSI)

Min 2 yrs of post qualification experience 

PREAMBLE

Over recent years, responsibility for developing and implementing processes to promote and sustain good corporate governance has fallen within the remit of the Company Secretary. This job description draws together and summarizes the Company Secretary’s main responsibilities. Before setting out specific responsibilities of the Company Secretary, it is important to note that the most effective Company Secretary is one who is regarded by the Board as its trusted adviser.

KEY ACCOUNTABILITIES: (Key Result Areas - KRA)

 Board, Committee and General Meetings

 Statutory Compliances

 Incorporation and winding up of entities

 Liaising with Stakeholders and Statutory Bodies

 Drafting, preparation and vetting of documents

Key Performance Indicators – KPI

1. Board, Committee and General Meetings

 To arrange with and to call and hold meeting of the Board and to prepare correct record of the proceedings.

 To prepare the agenda and related documents in consultation with the directors of the concerned companies for annual general meetings, Board Meetings and other committee meetings.

 Keep under review all corporate governance arrangements or developments which might impact the Trust to ensure that the Board is fully briefed on these matters and has regard to them when taking decisions;

 Provide specialist advice and guidance to Executive and Non-Executive Directors and KMP’s on all matters of governance, legality, risk, compliance and business conduct and will manage and reconcile conflicting views in relation to governance issues;

 Advise the Directors in the effective planning and execution of the role and functions of the Board of Directors and associated Committees;

 Ensure that the Board of Directors and their Committees conduct their business in compliance with applicable legal and regulatory frameworks and associated codes of governance and practice, and in a manner which is otherwise appropriate for a company/LLP;

 Formulate Terms of Reference for all Board and Committees and ensure that Committees are properly constituted and operate in accordance with their Terms of Reference;

 Provide advice and support to Directors and Key Managerial Persons regarding the discharge of their statutory duties and establish effective arrangements for the same;

 Ensure good information flows within the Board and its committees and between senior management, non-executive directors and KMP’s;

 In conjunction with the Chairman and Chief Executives, plan, arrange and produce agendas, reports and the subsequent minutes for meetings of the Board of Directors and Board Committees.

2. Statutory Compliances

 Ensure that the affairs of the company are managed in accordance with its objects contained in the articles of association and provisions of the companies Law.

 Carry out all matters concerned with the allotment of shares and issuance of share certificates including maintenance of statutory registers and conducting the appropriate activities concerned with share transfers.

 Ensure that arrangements are in place for the safe custody and application of the Common Seal;

 Maintain all statutory Records and Registers as required under the provisions of Companies Act, 2013 and other applicable laws

3. Incorporation and winding up of entities

 Incorporate Companies, LLP and other entities with the approval of Management.

 Ensure the Filing of requisite Forms with concerned authorities.

 Ensure Post Incorporation compliances and related activities.

 Strike off the inactive companies / LLP’s with the approval of Management.

 Ensure the Filing of requisite Forms with concerned authorities for striking off.

 Ensure supporting documentation for incorporation and strike off of companies /LLP’s.

4. Liaising with Stakeholders and Statutory Bodies

 Ensure the Board remains in touch with stakeholder opinion on a continuing basis;

 Engage legal advisers and defend the right of the company in Courts of Law.

 Liaison with Banks, Government Departments, Statutory Bodies and other Agencies for Legal documentation on various aspects.

5. Drafting, preparation and vetting of documents

 Drafting and vetting of various deeds, agreements, POA, affidavits, Indemnity Bond, Letter of Authority and other documents as required.

 Ensure the preparation, publication, distribution and presentation of the annual report;

 Ensure the necessary disclosures on corporate governance and the workings of the Board and its Committees are included in the annual report;

 Prepare, approve, sign and seal agreements, leases, legal forms and other official documents on the company’s behalf, when authorized by the Board of Directors or responsible executives.

 Advice, in conjunctions with the company’s solicitors, the Chief executives or other executive, in respect of legal documentation, as required.

REQUIRED KNOWLEDGE, SKILL & ABILITIES

 Knowledge of corporate laws, rules and regulations with related amendments.

 Conducting and coordinating with various types of meetings.

 Time management and multi-tasking

 Compliance management

 Meticulous planning

 Drafting of various types of minutes, agreements, contracts and other legal & secretarial documents.

 Liaison with statutory Bodies like ROC, NCLT etc.

 Basic computer knowledge with understanding of technology to guide implementation.

 Knowledge of statutory framework.

EDUCATION AND EXPERIENCE

 Associate Member of Institute of Company Secretaries of India (ICSI)

 Cost, Management & Accounts – Final

 Master of Commerce in Business policy and Corporate Governance.

 Min. 2 years hands on secretarial matters in independent role.

REPORTING RELATIONS

 Bottom UP: Group Director

 Top Down – Secretarial Assistants