Qualification – CS+LLBExperience – 12 - 20 yearsJob Purpose:Develop and implement organization’s secretarial & compliance processes & policies in line with statutory requirements and corporate governance policies to safeguarding interests of the company, its subsidiaries, Board of directors & employees.Identifying requirements and provide effective compliance solution for the company and the board of directors, shareholders, depositories, government and regulatory authorities;Leading a Team of young professionals and maintaining a good rapport with the Director(s) including Independent Director(s)Executing various restructuring exercise including acquisitions, mergers, amalgamations, voluntary liquidation, reduction in share capital, formation of new companies etc.Custodian of various corporate governance practices, SEBI Regulations, including, Insider Trading, Whistle Blower, POSH etc.Accountable to external bodies (SEBI, ROC, RBI)/ Stock Exchange, MCA authorities, IEPF authoritiesKey Result Areas Supporting ActionsFormulate policies to ensure accurate and timely compliance to all applicable corporate laws and statutory requirementsUpdate & Monitor Corporate Governance Policies required by law (Company Law, SEBI), in line with group standards and best industry practicesEnlist the various applicable statutes, compliance requirements and compliance manual; Communicate the same to all concerned stakeholdersEnsure compliance of all business processes and operations with the corporate, RBI/ROC/SEBI and other applicable regulations and act as Compliance officer to ensure strict adherence to themMaintain all documentation & digitization of the same as mandated by corporate laws to ensure accurate and timely reporting to Board and regulatory authoritiesUpdate and recommend a corporate governance road map to ensure adoption of non-mandatory provisions to the maximum possible extentLiaise with regulatory bodies, company law board & government agencies for statutory compliances & resolution of any related issues / disputesDetermine and communicate Related Parties to the Business/GrasimFacilitating issue and listing of equity shares and other instruments (as may be required)Business SupportTo provide full support and ensure incorporation of new entity(ies) for Solar Power business Act as the custodian of the Compliance Management System and monitor compliance with corporate governance statutesAs a compliance officer, ensure implementation and compliances under Enablon, a compliance management tool developed by Enablon across the organizationFormulate SOPs and checklists for all secretarial activities and ensure their inclusion in Enablon; Raise awareness on the use of Enablon in the organization, furthering a culture of good governanceCompile various corporate governance and secretarial reports (occupier reports, accident reports, etc.) and provide regular updates to management on the sameEnsure compliance of all processes to applicable regulations as per checklist specified in Enablon;Constitute a Compliance Review Committee comprising of Business Head, CFO, Legal Head and Company Secretary to review compliances/non-compliances, if any, based on the reports from Enablon and legal reviews conducted by Legal DepartmentConduct timely board & shareholders meetings, and release annual report to keep shareholders updated on company’s performanceCoordinate timely conduct of board, committee meetings (audit committee, NRC, Stakeholders Relationship Committee, Risk Management Committee, Independent Directors, Finance Committee, CSR Committee. Merger Committee) and Annual General Meeting for shareholders, NCLT convened meetingsPrepare agenda and related documents for the meetings (presentations, minutes of meeting), as per secretarial standards and best practices prevailing in the industry; follow up on the implementation of resolutions decided in the meetingsCommunicate the decisions taken by the Board to the relevant stakeholders and update the Board on action taken on matters previously consideredUpdate the Board on regulatory amendments, from time to timePeriodically facilitate internal audits of function as well as secretarial auditOversee the compilation & finalization of annual reports including all disclosures, interim reports, circulars and announcements, Directors’ Report, Corporate Governance Report, Business Responsibility Report, and secretarial audit report (Secretarial Related)Conduct performance evaluation of board, directors and board committeesFamiliarization Programs for Independent DirectorsRelated Party Transactions:To prepare list of related parties after collating all the data and circulate the same to the MIS/ Accounts Department and the Statutory AuditorsTo prepare presentation on the Related Party Transactions for obtaining approval of the Audit Committee.Provide secretarial support for strategic initiatives of the companyFacilitate any M&A exercise of the Company by obtaining all approvals related to secretarial compliances including co-ordination with NCLT, convening Shareholder and Creditor’s meeting, preparation of notices and other documentsUndertake restructuring activities relating to subsidiaries and provide inputs for business restructuring from a secretarial perspective, (with an objective to reduce number of subsidiaries, optimize cost and maximize value creationSupport and provide guidance to JVs in maintaining compliance to all applicable statutory and secretarial requirementsKeep abreast of changes in corporate law and provide inputs to management on adapting the organizational policies accordinglyPost-merger implementation & integrationDevelop a team which is capable, motivated and sensitive to organization’s culture and valuesAct as a mentor for the team and ensure that the team gets adequate training to enhance their knowledge and capabilityCreate the right atmosphere for the team by providing continuous feedback, support and guidance basis their performance and set goalsTake responsibility to ensure that the team imbibes the committed organization values and cultureVigil Mechanism related (POSH, Whistleblower, etc)Ensure effective implementation of and take appropriate action in case of non-compliance of the POSH and Whistle Blower PolicyYou can also share your cv to aakriti.pandey@antal.com(1) Aakriti Pandey | LinkedIn
