Senior Company Secretary / Head – Secretarial & Compliance

About the Role

We are looking for an experienced and senior Company Secretary with 15–20 years of overall experience , including significant exposure to listed companies , corporate governance, securities laws and complex corporate restructuring.

The ideal candidate should have strong experience in managing the complete secretarial function of a listed entity and should have hands-on exposure to mergers, demergers, reverse mergers, restructuring and other strategic corporate transactions . Experience in the IT / Technology sector will be strongly preferred.

Key Responsibilities

• Lead and oversee the complete Company Secretarial and Compliance function for the organisation and its group entities.
• Ensure compliance with the Companies Act, 2013, SEBI Regulations, SEBI LODR, SEBI PIT Regulations, Takeover Regulations, FEMA and other applicable laws .
• Manage all compliances applicable to a listed entity , including stock exchange filings, disclosures, shareholding patterns, corporate governance reports and event-based disclosures.
• Plan and conduct Board Meetings, Committee Meetings, AGMs, EGMs and other shareholder meetings , including preparation of notices, agendas, resolutions and minutes.
• Act as a key advisor to the Board of Directors and senior management on corporate governance, regulatory and secretarial matters.
• Manage and oversee corporate actions , including issue/allotment of shares, rights issues, preferential issues, buybacks, ESOPs, bonus issues, dividend and other securities-related matters.
• Handle mergers, amalgamations, demergers, reverse mergers, schemes of arrangement and corporate restructuring from conceptualisation through implementation.
• Coordinate with NCLT, SEBI, ROC, Stock Exchanges, Depositories, RBI and other regulatory authorities wherever required.
• Lead the documentation, approvals, filings and post-transaction compliances relating to reverse merger / restructuring transactions .
• Manage secretarial audits, due diligence, compliance audits and corporate governance reviews .
• Ensure maintenance of statutory registers, records, minutes, books and other secretarial documentation.
• Oversee compliance with Insider Trading Regulations , including UPSI management, trading-window requirements and related disclosures.
• Handle shareholder and investor-related matters and ensure timely resolution of investor grievances.
• Coordinate with external legal counsel, auditors, merchant bankers, consultants and other professional advisors.
• Monitor changes in corporate and securities laws and ensure timely implementation within the organisation.
• Provide strategic support to management on corporate restructuring, acquisitions, mergers and other strategic initiatives .

Mandatory Requirements

• Qualified Company Secretary (CS) with 15–20 years of post-qualification experience.
• Strong and demonstrable experience working with a listed company / listed entity .
• Excellent knowledge of Companies Act, SEBI LODR, SEBI PIT, Takeover Regulations, FEMA and securities laws .
• Hands-on experience in mergers, demergers, reverse mergers, schemes of arrangement or corporate restructuring .
• Prior experience in the IT / Technology / IT Services sector will be highly preferred.
• Strong experience in dealing with SEBI, Stock Exchanges, ROC, NCLT and other regulatory authorities .
• Strong Board-level communication, drafting and stakeholder-management skills.
• Ability to independently manage complex secretarial and regulatory matters.

Preferred Profile

Candidates who have worked as Company Secretary / Head – Secretarial / CS & Compliance Officer in a listed IT/technology company would be preferred.

Candidates with hands-on experience in a reverse merger involving an IT/technology company , along with strong listed-company compliance exposure, will be given high preference.