Company Secretary And Legal Officer

One of our clients is looking to hire a Company Secretary and Legal Officer (CS and Legal) for their Mumbai location, with 5 to 11 years of relevant work experience.

The Company Secretary and Legal Officer (CS and Legal) is responsible for ensuring the organization’s full compliance with statutory, regulatory, and legal requirements. This role oversees corporate governance practices, manages Board and shareholder processes, handles SEBI (LODR) compliance for listed entities, and provides legal advisory support on contracts, litigation, and business operations.

This position acts as a strategic partner to the Board and senior management, ensuring transparency, governance, and effective risk management across the company.

Key Responsibilities:

1. Statutory Compliance and Secretarial Functions

• Ensure compliance with applicable provisions of the Companies Act, 2013, related rules, and other applicable corporate laws.
• Conduct Board Meetings, Committee Meetings, Annual General Meetings, Extra Ordinary General Meetings, and Postal Ballots, including preparation and circulation of agendas, drafting of resolutions, and preparation of minutes.
• Handle annual, half-yearly, quarterly, and event-based statutory filings with the RoC and MCA for events such as annual filings, appointment or resignation of directors and KMPs, passing of resolutions, capital funding, and charge creation, modification, or satisfaction.
• Prepare the annual report of listed companies, including drafting and coordination of the Directors’ Report.
• Maintain statutory registers and records in accordance with the Companies Act.
• Manage dividend declaration and related processes.
• Handle alteration of the Memorandum and Articles of Association, including all pre and post-compliance requirements.
• Support capital raising and funding initiatives, including preferential issues and rights issues.
• Manage mergers of group companies and related compliances.
• Oversee CSR payments and related statutory filings.
• Coordinate with statutory bodies such as RoC, MCA, BSE, NSE, NSDL, CDSL, and Registrars and Transfer Agents.
• Manage secretarial audits, certification of compliance reports, and submission of disclosures to the Board.

2. SEBI Listing and Corporate Governance Compliance (For Listed Entities)

• Track updates, amendments, and ensure compliance with SEBI (LODR) Regulations, 2015, corporate governance norms, Prohibition of Insider Trading Regulations, and circulars issued by SEBI, BSE, and NSE.
• Coordinate with stock exchanges and manage all listing-related correspondence, disclosures, clarifications, and investor complaints.
• Ensure timely publication and disclosure of event-based, quarterly, half-yearly, and annual financial results and reports.
• Handle Structured Digital Database (SDD) software and related compliances.
• Manage compliance requirements related to post-earnings calls, investor meetings, and investor presentations.

3. Legal Advisory and Contract Management

• Draft, review, and vet agreements, contracts, MOUs, NDAs, and service level agreements.
• Prepare legal notices for recoverable dues and draft responses to legal notices received by the company.
• Provide legal advice on project contracts, claims, arbitration matters, joint ventures, and subcontracting arrangements.
• Maintain and update a centralized repository of legal documents, contracts, court cases, and licensing records.
• Represent the company in legal matters, including arbitration hearings and litigation, in coordination with external counsel.

4. Board and Shareholder Communication

• Act as the primary liaison between the Board of Directors and shareholders.
• Advise the Board on regulatory, governance, and legal responsibilities.
• Ensure that all decisions of the Board and shareholders are properly documented and implemented.
• Manage communications related to AGMs, EGMs, dividend declarations, off-market share transfers, and investor grievance redressal.
• Coordinate with promoter shareholders for AGMs, EGMs, postal ballots, and e-voting processes.

5. Compliance Monitoring and Risk Management

• Establish and monitor compliance frameworks, SOPs, and checklists across departments.
• Conduct periodic audits to identify non-compliance issues and recommend corrective actions.
• Report key compliance risks to the Board and Audit Committee and propose mitigation strategies.
• Stay updated on changes in laws and ensure timely implementation of updates in company policies and procedures.
• Manage representations before regulators during inspections, audits, and investigations.
• Maintain organized digital and physical records of all legal, regulatory, and secretarial documents.
• Ensure confidentiality and secure handling of sensitive company information, resolutions, and data.
• Prepare compliance reports, certificates, and documentation for audits, due diligence exercises, and investor reporting.