Purpose/Objective
This role is responsible for ensuring that unlisted companies within the business unit comply with all relevant corporate governance and regulatory requirements. This includes monitoring compliance thresholds, handling routine documentation, overseeing the statutory filings, and managing internal and external stakeholders.
Key Responsibilities of Role
Compliance Monitoring for Unlisted Companies
Monitor unlisted entities within the company’s portfolio to ensure they comply with regulatory thresholds, such as the appointment of independent directors, if the company’s capital exceeds specific limits.
Regularly review the Articles of Association (AOA) and Memorandum of Association (MOA) of unlisted subsidiaries to ensure they are up-to-date and in line with regulatory changes.
Support in the development of governance frameworks for unlisted entities, ensuring that appropriate corporate governance measures are in place, including the establishment of key committees.
Subsidiary Governance and Committees
Ensure subsidiaries have the required governance committees in place, such as the Corporate Social Responsibility (CSR) Committee, and monitor their compliance with governance standards.
Oversee the appointment of members to key committees such as the Audit Committee and ensure adherence to corporate governance standards across unlisted entities.
Internal Audit and Compliance
Oversee the appointment of internal auditors, ensuring proper approvals are obtained and the correct internal audit processes are in place.
Respond to queries related to the requirement for an internal auditor, ensuring compliance with corporate governance practices.
Conduct regular compliance checks and audits to ensure that all legal and regulatory filings for unlisted companies are accurate and timely.
Appointment and CSR Compliance
Monitor the company’s capital and profits to assess whether it meets the criteria requiring the appointment of a Managing Director (MD) or full-time executive director, and handle any exceptions as per legal provisions.
Work with senior leadership to ensure any necessary appointments are made in compliance with the Companies Act and other regulatory requirements.
Track compliance with regulations concerning the appointment of women directors, ensuring companies that meet the capital or profit thresholds appoint a woman director to their board.
Coordinate with the Adani Foundation and other CSR partners to confirm contributions, ensuring they are in line with statutory obligations.
Ensure CSR contributions are accurately reflected in the Directors' Report.
Prepare and file the necessary CSR forms with the Registrar of Companies (ROC), ensuring timely and accurate submissions.
Stakeholder Management
Ensure all company filings are publicly available and accessible to shareholders, ensuring transparency and proper communication in line with regulatory requirements.
Manage statutory reporting requirements for unlisted entities, including the preparation and submission of annual returns and financial statements.
Coordinate with legal teams to ensure all subsidiary entities comply with relevant laws, including the Companies Act, SEBI regulations, and other statutory bodies.
Provide guidance to the Board of Directors and senior management on matters related to corporate governance, legal compliance, and corporate strategy.
Advise on changes in governance and compliance regulations, ensuring the company's processes are updated in line with legal and regulatory developments.
Ensure that the unlisted companies have the balances in place, supporting their long-term sustainability and compliance with all relevant laws.
Routine Documentation and Administrative Tasks
Accurately record and maintain minutes of board meetings, shareholders' meetings, and business meetings, ensuring that all decisions are properly documented and communicated.
Ensure the timely update of statutory registers, including the Register of Directors and Register of Members, ensuring proper maintenance and accuracy.
Provide Know Your Customer (KYC) documents when required, such as for the opening of bank accounts, and maintain records as needed for statutory purposes.
File necessary forms with the Registrar of Companies (ROC), ensuring compliance with both event-based and periodic filing requirements.
Manage shareholding changes, ensuring all necessary documentation, such as share transfer forms, is in place and all changes are communicated to the relevant stakeholders.
Provide periodic information to statutory auditors to support their reviews and ensure proper compliance with corporate governance standards.
Manage time and attendance signatures for directors and key personnel during board meetings or when required for statutory purposes.
Respond to emails and inquiries promptly, ensuring effective and timely communication with internal and external stakeholders.
Coordinate with practicing company secretaries for tasks that require collaboration and ensure efficient handling of all secretarial duties.
Handle director payments, ensuring timely and accurate processing, particularly for the second phase of the payment cycle.
Process payments for consultants, ensuring timely submission of invoices and proper approvals.
Qualifications:
Qualified Company Secretary (Associate or Fellow Member)
Experience:
Minimum 2 years in handling secretarial and governance responsibilities for unlisted entities.
Industry Preferred:
Background in the power and energy sector with strong knowledge of corporate law, governance frameworks, and regulatory requirements for unlisted companies