Chief Manager - Secretarial (LODR)

We are seeking an experienced and qualified Company Secretary to manage corporate governance, regulatory compliance, and secretarial functions for a listed BFSI organization. The ideal candidate should have hands-on experience in SEBI LODR regulations, stock exchange compliances, board and committee management, and corporate governance practices applicable to listed financial services companies.

Roles and Responsibilities:

Corporate Governance & Secretarial Compliance

• Ensure compliance with the provisions of the Companies Act, 2013, SEBI regulations, and other applicable laws.
• Manage all secretarial activities for the company and its committees.
• Advise senior management and the Board on corporate governance matters and regulatory requirements.
• Maintain statutory registers, records, and filings.

SEBI LODR & Listing Compliance

• Ensure timely compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Manage all stock exchange filings, disclosures, and submissions.
• Monitor and ensure compliance with corporate governance requirements under SEBI regulations.
• Handle disclosures related to material events, related-party transactions, shareholding patterns, corporate actions, and annual compliance requirements.
• Liaise with stock exchanges, SEBI, depositories, registrars, and other regulatory authorities.

Board & Committee Management

• Organize Board Meetings, Committee Meetings, and Shareholder Meetings.
• Prepare agendas, notices, board papers, minutes, and resolutions.
• Ensure implementation and tracking of Board decisions and action items.
• Support independent directors and committee members on governance matters.

Regulatory & BFSI Compliance

• Coordinate with regulatory bodies such as RBI, IRDAI, NHB, PFRDA, or other sector regulators, as applicable.
• Monitor changes in regulatory requirements impacting the BFSI sector.
• Support compliance audits, inspections, and regulatory reviews.

Corporate Actions & Stakeholder Management

• Manage corporate actions including dividend declarations, rights issues, bonus issues, preferential allotments, ESOP-related compliances, and other capital market transactions.
• Coordinate with investors, shareholders, merchant bankers, legal advisors, and auditors.
• Assist in annual report preparation and corporate governance reporting.

SEBI PIT (Prohibition of Insider Trading) Compliance

• Act as Compliance Officer/Support Compliance Officer for implementation and monitoring of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
• Administer and monitor the Insider Trading Code, Code of Fair Disclosure, and related policies.
• Manage trading window closures and reopening processes.
• Track and review disclosures from designated persons, promoters, directors, and key managerial personnel.
• Maintain Structured Digital Database (SDD) and ensure compliance with regulatory requirements.
• Conduct periodic awareness and training sessions on insider trading regulations.
• Coordinate investigations and reporting related to potential insider trading violations.

SEBI Takeover Code (SAST) Compliance

• Ensure compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• Monitor shareholding thresholds and disclosure requirements for promoters, promoter groups, directors, and significant shareholders.
• Handle disclosures related to acquisitions, disposals, encumbrances, and changes in shareholding.
• Coordinate with legal advisors, merchant bankers, stock exchanges, and regulatory authorities in relation to takeover-related transactions.
• Advise management on regulatory implications arising from mergers, acquisitions, open offers, and other strategic transactions.

Qualification: Company Secretary

Experience:

• 7–8 years of post-qualification experience as a Company Secretary in a listed BFSI organization.
• Listed NBFC, Housing Finance Company, Asset Management Company, Insurance Company, Fintech, or other regulated financial services organizations.
• Experience handling secretarial audits, due diligence exercises, and regulatory inspections.