Company Secretary

Posted On: February 2022| Chennai
Chennai

Posted On: February 2022

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Job Purpose

  • A Company Secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented.

Qualifications

  • ACS with any Graduation / Legal qualification is preferable

Experience

  • Minimum 2 to 3 years of experience in secretarial / Legal matters / Accounts preferable

Functional Responsibilities

Companies Act, 2013:

  • Advising the Company on corporate affairs with particular emphasis on Company Law on a constant basis,
  • Advising the Company on matters relating to acceptance of deposits and non-deposits (whenever applicable) under Section 73 of the Companies Act, 2013 including filing of eForm DPT-
  • Advising the Company & its Directors on disclosure of significant beneficial ownership and filing of eForm BEN 2 (on receipt of BEN-1) under Section 90 of the Companies Act, 2013,
  • Preparation of all documents and eForms for filing of Annual Returns & Balance Sheet for every Financial Year (Excluding in XBRL Format whenever required) as required under Section 92 & 137 of the Companies Act, 2013,
  • Advising the Company on matters relating to holding of Annual General Meeting and the statutory time within which it has to be convened including making necessary applications if so required for seeking extension of time under Section 96 of Companies Act, 2013,
  • Preparation of draft Directors’ Report that is to be circulated among the Shareholders of the Company and other related documents including the Notice calling Annual General Meetings where such documents shall be placed for approval as required under Section 134 of Companies Act, 2013,
  • Advising the Company on appointment of Internal & Statutory Auditors including preparation of necessary documents and resolutions under Section 138 & 139 of Companies Act, 2013,
  • Advising the Directors under Section 184 of the Companies Act, 2013 on disclosures to be made by them to the Company with respect to the changes that may occur in their interest (as Directors/ Shareholders) in other companies and/ or LLPs and/ or partnership firms,
  • Advising the Company on transactions that are to be entered with other related parties under Section 188 of the Companies Act, 2013,
  • Advising the Company on filing of half yearly and annual returns on delay in payments to vendors registered under MSME under Section 405 and filing of eForm MSME whenever applicable,
  • Preparing & maintenance of Statutory Registers such as Register of Members under Section 88 and other registers required to be maintained under other applicable sections such as Register of Share Application and Share Allotment, Register of Directors & Shareholding, Register of Contracts, Register of Charges, Share Transfer Register etc.,
  • Assisting the Company in preparation of notice for the purpose of conducting meetings of the Board and Committee and drafting / recording of minutes of Board & Committee Meetings (under Section 173 read with Secretarial Standards) including General Meetings,
  • Preparation, certification & filing of all statutory returns and forms with the Registrar of Companies, Tamil Nadu, Chennai based on timelines & corporate actions,
  • Attending to queries, which may be raised by your Auditors in so far as Companies Act is concerned,
  • Attending to all routine Secretarial Compliance and interacting with the Office of the Registrar of Companies, Tamil Nadu, Chennai and the Office of the Regional Director at Chennai. Filing of charges with ROC and Getting Search report etc.,
  • Issuance of annual Compliance Certificate in Form MGT-8 as required under Section 92 read with Companies (Management and Administration) Rules, 2014 of the Companies Act, 2013 (if applicable),
  • Drafting of various resolutions of the Board based on proposed corporate actions and that are to be circulated amongst the Directors before such action
  • Preparation of eForms and connected resolutions for the Charges that are created / modified / satisfied by the Company
  • Advising the Company with matters pertaining to investment in other Companies/body corporate and filing of necessary returns pertaining to layers of investment
  • Advising and assisting the Company with matters relating to shifting of Registered office of the Company within the Local limits and outside the local limits but within the Same Registrar of Companies
  • Advising and Assisting the Company on matters relating to changing of existing name and obtaining necessary approvals for the same with the Central Government.
  • Advising and assisting the Company on matters relating to Transfer and transmission of shares in accordance with the provisions of Section 56 of the Companies Act, 2013
  • Advising and assisting the Company on matters relating to issue of shares on Rights Issue basis only in accordance with the provisions of Section 62(1)(a) of the Companies Act, 2013
  • Advising and assisting the Company on matters relating to increase in Authorized share capital of the Company in accordance with the provisions of Section 64 of the Companies Act, 2013
  • Assisting the Company with filing of resolutions required to be filed with the Registrar of Companies in accordance with the provisions of Section 117 of the Companies Act, 2013.
  • Assisting the Company in updating KYC (Know your customer) details of its Directors with the Ministry of Corporate Affairs in Form DIR-3KYC
  • Advising and assisting the Company on matters relating to change in Directors and Key Managerial Personnel of the Company.

Reserve Bank of India Act, 1934

  • Advising the Company on corporate affairs with particular emphasis on rules and regulations under Reserve Bank of India Act, 1934 on a constant basis,
  • Advising the Company on matters relating to acceptance of deposits and non-deposits under the provisions of the Master Directions issued by the Reserve Bank of India from time to time,
  • Filing of returns required to be filed by the Company with the Reserve Bank of India from time to time on a yearly basis including Form NBS-9 Return (on Financial Indicators by NBFCs with asset size below ₹100 crore)
  • Filing of Statutory Auditor Certificate by the Company with the Reserve Bank of India on a yearly basis
  • Filing of Returns of FDI and ODI half yearly and Quarterly basis respectively with the Reserve Bank of India whenever such a FDI or ODI is made,
  • Maintenance of such records as may be required to be maintained by the Reserve Bank of India from time to time,
  • Attending to queries, which may be raised by your Auditors in so far as Reserve Bank of India Act is concerned,
  • Attending to all routine Compliance and interacting with the Office of the Reserve Bank of India, Chennai.
  • Advising the Company with matters pertaining to investment in other Companies/body corporate including intimation of the same to the Reserve Bank of India, Chennai for obtaining necessary approvals
  • Advising and assisting the Company with matters relating to shifting of Registered office of the Company within the Local limits and outside the local limits but within Reserve Bank of India, Chennai and obtaining necessary approvals
  • Advising and Assisting the Company on matters relating to changing of existing name and obtaining necessary approvals for the same with the Reserve Bank of India.
  • Advising and assisting the Company on matters relating to Transfer and transmission of shares and intimating the same to the Reserve Bank of India, Chennai for obtaining necessary approvals.
  • Advising and assisting the Company on matters relating to issue of shares and intimation of the same to the Reserve Bank of India with specific emphasis to changes over 20% of the shareholding and control for obtaining necessary approvals
  • Advising and assisting the Company on matters relating to increase in Authorized share capital of the Company and intimation of the same to the Reserve Bank of India, Chennai for obtaining necessary approvals.
  • Advising and assisting the Company on matters relating to change in Directors and Key Managerial Personnel of the Company with specific emphasis to changes over 20% of the shareholding and control for obtaining necessary approvals.
  • Any other services which is not of routine nature such as petitions, representations before the Central Government, National Company Law Tribunal or such other authorities, submission of written opinions, clarifications, etc.,
  • Other Legal Matters: Scrutiny of Legal documents, Agreement, Lease deeds, MOD registration , Title search , EC obtention and other Legal work as when assigned .

CONFIDENTIALITY:

  • Due care shall be ensured that at all levels the confidentiality of information obtained in the rendering of services shall be maintained.
  • All information obtained relating to RAR-FIN in respect of the assignment will be kept secure at all times and will not be made available to any person other than the staff and professionals assigned for the work.

Functional Competencies

  • Deep understanding of Secretarial, Legal and compliance matters
  • Ability to coordinate with internal and external stakeholders / Regulators to ensure 100% compliance
  • Good written and verbal communication skills
  • Good networking skills and ability to establish, nurture and leverage relationships
  • Ability to handle multiple tasks successfully and simultaneously
  • Ability to work under tight deadlines and prioritize work as required from time to time

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