Job Description

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Purpose : Lead the secretarial section for the company and ensure compliance to corporate governance norms and other applicable statutory / regulatory requirements for effective corporate governance and legal adherence.
PRINCIPAL ACCOUNTABILITIES
Strategy and Planning - Provide expert advice to Senior Management on corporate secretarial and governance matters having bearing on the company and its operations. Analyse and advice the senior management on corporate, RERA, MCA and SEBI laws applicable to the aforesaid entities and monitor changes therein that could impact the entities. Formulate policies and SOPs w.r.t. board governance and corporate compliance matters. Evaluate the impact of evolving corporate compliance landscape including amendments in statutory regulations on the organization; highlight the same to the Senior Management and ensure organization readiness. Conduct research and provide advisory on strategic decisions, such as compliances to be followed in respect of nature of instruments to be issued to the equity/debt investors and level of compliances to be followed in a particular deal structure. Stay current with evolving laws and legal developments, periodically presenting updates and their implications on the business landscape. Plan and facilitate the appointment of secretarial auditors and consultants, addressing their queries and correcting issues.
Secretarial Compliance - Create and review annual compliance calendar, annual report and other functional SOPs across Company, LLP, WoS JV and SPV. Prepare and maintain statutory registers (Director's register, Mortgage register, Shareholders' register, etc.) accurately. Maintain timely compliance by filing various forms and returns with the Registrar of Companies (ROC) related to General Meetings (GM) and Board Meetings (BM) for BEPL and all associated LLPs, WoS's and SPVs., to maintain regulatory adherence. Implement insider trading compliance measures, including monitoring and reporting as per regulatory requirements. Liaise with external entities like legal counsels, regulatory authorities, statutory officials, statutory auditors, secretarial auditors, internal auditors etc. on a regular basis. Coordinate with the Senior Management to resolve complex issues relating to secretarial compliance. Respond to queries raised by the Registrar of Companies (ROC) promptly and effectively. Prepare and submit applications for the formation of Companies, LLPs, WoS's and SPVs, securing the necessary approvals from the Registrar of Companies (ROC). Ensure timely implementation of SEBI circulars and MCA notifications, adhering to decided timelines. Facilitate clear and effective communication with all stakeholders, ensuring prompt resolution of queries related to board meetings and compliance issues. Efficiently collect and address queries from the CTIL secretarial team, furnishing precise and prompt responses. Review consultant and contractor appointment agreements, resolving any discrepancies or areas of disagreement. Participate in corporate restructurings, providing detailed analysis and support to ensure compliance and seamless execution. Collaborate with other Function Heads/ stakeholders to finalize the content for annual reports and obtain Board approval. Prepare and finalise Annual Report comprising Notice, Director's Report and other relevant details in the financial statements and ensure compliance of SEBI regulations and Companies Act. Execute activities related to printing and circulation of the annual report to the various stakeholders. Ensure circulation of annual report to requisite stakeholders including board members, unitholders, debenture holders, auditors etc. Ensure timely Board and Committee meetings are being held and the matters as per the approved Board Workplan for the year are being presented to the Board and respective committees. Collaborate with senior management to compile and finalise the agenda for AGM/EGM and Board/Committee meetings. Prepare and finalise notice and agenda for the board / committee meeting to concerned stakeholders and coordinate for publishing the same. Prepare and organize various back up documents required for the meetings in coordination with all the relevant functional teams. Organize activities for conducting physical / virtual meetings and participate in the same. Prepare and circulate the minutes of the meeting to various stakeholders. Ensure all the activities related to Board, AGM and Committee meetings are handled as per the applicable statutory / regulatory norms and guidelines. Coordinate and facilitate the preparation, review, and presentation of related party transactions to the audit committee for approval, ensuring compliance with regulatory requirements and internal policies. Address queries and provide necessary information to audit committee members during meetings regarding related party transactions and other significant matters. Identify and oversee the disclosure of material information relevant to the subsidiary company and its stakeholders, ensuring compliance with regulatory requirements and listing standards. Prepare accurate and timely disclosures of material information, including financial performance, strategic initiatives, and significant events, for communication to shareholders, regulators, and other stakeholders. Monitor developments and events that may trigger the disclosure of material information, providing regular reports to senior management and the board of directors on compliance and emerging issues.
Legal Document Review and Oversight - Review development agreements to identify potential risks and opportunities, negotiating favorable terms to mitigate legal and financial risks. Safeguard the company's interests by including essential clauses related to deliverables, timelines, penalties, and dispute resolution mechanisms. Scrutinize development management agreements for compliance with company policies and legal requirements, ensuring all roles, responsibilities, and deliverables are clearly defined. Collaborate closely with legal advisors to verify adherence to current laws and internal policies, resolving any discrepancies before finalization. Prepare and finalize LLP deeds to ensure compliance with legal standards and regulatory requirements. Review and verify that the terms align with the company's strategic objectives, providing a solid foundation for business partnerships and operations. Review escrow agreements to guarantee they provide sufficient security for the company's transactions. Verify that all conditions for the release of funds are clearly outlined to safeguard the company's interests, ensuring the terms secure the company's assets throughout the transaction process and minimize risks of loss or fraud. Evaluate township maintenance agreements to ensure compliance with legal requirements and sustainability standards. Confirm that maintenance practices align with environmental regulations, promoting long-term viability and community satisfaction. Collaborate with Law firms to conduct a comprehensive title due diligence of land parcels by reviewing historical records and legal documents to confirm ownership and identify encumbrances or disputes, ensuring compliance with relevant regulations, addressing potential legal risks, maintaining detailed records, coordinating with legal counsel, reporting findings to internal stakeholders, and confirming resolution of all title issues to ensure secure transactions to protect company's interests and minimize risks. Manage the review and structuring of equity-related documents to support effective capital management and investment strategies. Ensure these documents facilitate efficient capital raising, shareholder agreements, and equity distribution in alignment with the company's financial goals. Review term sheets to ensure all business and legal terms are accurately and comprehensively defined. Confirm that all necessary terms, conditions, and clauses are included to reduce ambiguity and potential future disputes. Review sales and purchase agreements for properties to confirm that all terms are clear and enforceable, accurately reflecting negotiations and protecting the company's interests. Assess potential risks associated with property transactions and ensure proper mitigation strategies are in place. Prepare and review joint venture agreements to ensure they clearly outline the roles, responsibilities, and profit-sharing arrangements between parties. Confirm that these agreements align with the company's strategic objectives and long-term goals. Review NDAs to ensure they effectively safeguard the company's confidential information and intellectual property, while also ensuring that terms regarding the scope, duration, and obligations of confidentiality are clearly stated. Review loan agreements and mortgage documents to understand the financial commitments and implications for the company, while ensuring compliance with financial regulations and structuring these agreements favorably for the company.
Audit, Risk & Compliance - Monitor the timely compliance submissions by various departments guaranteeing comprehensive adherence to regulatory standards and timely completion of all necessary obligations. Actively implement risk and governance policies within the work domain. Coordinate with the audit team to provide relevant information and evidences, promoting transparency and cooperation throughout the audit process. Participate in discussions and interviews with the audit team, offering insights and perspectives on departmental processes and practices. Implement recommended changes or improvements for audit observation closure.
Digitization and Data Assurance - Identify and oversee implementation of digitization and data assurance initiatives. Enforce data security protocols and best practices to safeguard sensitive information in the secretarial domain.