Job Description

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• Job Purpose:

At Hindalco Governance is practice and compliance its outcome. Hindalco is part of Nifty Fifty companies and Sensex 30 Company. Hindalco is face for other Group Company as well (Grasim & Ultratech, ABFRL) when it comes to good compliances practice, considering nature of transactions that took place till date. Even the world is looking up to companies with good ESG standards i.e., Environmental, social and governance.
Most critical part of governance is Compliances. In today's world, corporate cannot exist without Compliances, as domestic and foreign Investments which is the nervous system for functioning of any company depends highly on compliances.
SEBI compliances are very important as it include most dynamic Law and regulations, which is subject to change considering every now and then with change in financial market. Therefore, job of Lead SEBI compliance officer is very vital considering all above factors.
Key Result Areas/Accountabilities:
Key Result Areas/Accountabilities
Supporting Actions
Compliances under SEBI (LODR) 2015.
One of the crucial job of Lead SEBI Compliance officer is to ensure timely compliance of all requirements of SEBI (LODR) 2015. SEBI has been very vigilant when it comes to compliances and governance mechanism. During last two year, SEBI has come out with 404 Circular including Master circulars. 90 Consultation paper were released by SEBI. SEBI amended LODR 80 times since 2015 and 274 amendments were introduced. Ensuring compliance of all above amendment is the job of compliance office.
During the year the Company timely complied with over 150 Annual SEBI LODR compliances. Other than Compliances, the main role of Lead SEBI Compliances, including educating Senior Management of the company about the amendment and prepare a process so that company can comply with all amendments. Vide gamut of SEBI LODR Compliances include following:

• Ensure submission of Quarterly shareholders grievance report,
• Make sure that company submit Certification from RTA to Stock exchange,
• Ensure submission of half yearly related party transaction report,
• To get prepared quarterly corporate governance report,
• Ensure smooth filing of quarterly shareholding pattern,
• Ensure quarterly submission of Financial Statement,
• Submission of all transfer, transmission & transposition letters and on completion of process sending a confirmation of the same to stock exchanges,
• Make sure that company is Sending notice of Board meeting and Annual General Meeting,
• To keep track and ensure submission of Annual report and BRSR report with SEBI,
• publishing statutorily required matters in newspaper,
• Updating Hindalco website for all above matters,
• submitting reg 30 information to stock exchange on event-based mechanism,
• Ensure that the company complies with all the above applicable compliances for debentures as well.
• The majority of the above compliances are displayed on public domain.
• Updating all the concern department with amendment to existing SEBI Regulations for timely compliance of LODR.

Digitalization of reporting of Related Party Transaction with Stock Exchange.
Related party Transaction compliances is very crucial, as this compliance requires Hindalco to make public transaction data with other group and subsidiary company like Grasim Industries Limited, Utkal Alumina International Limited land Novelis Inc. etc. To maintain accuracy of data whole manual process of Related party transaction were replaced with digitalized process through Hyperion tool. Wherein all plants, Mine and subsidiary company can centrally enter the related party data in above tool.
SEBI (Prohibition of Insider Trading) Regulations, 2015 ( PIT Regulations)
As financial crime in corporate is increasing day by day and to put curb on the same one of most powerful weapons used by SEBI is enactment of Prohibition of Insider trading regulation. The scope of Insider and Designated person has been widened with new PIT regulation. Material subsidiaries are also included in the scope of Designated person's list along with other new categories. As on date Hindalco has more than 650 Designated Person.
Compliance with Insider trading is very crucial.
As non-compliance with the same will lead to loss of goodwill of company and ultimately, it directly affects the stock price of the company. The above action directly hampers the net worth of Promoters.
At Hindalco we ensure that all the Insider trading law related Compliances are compiled in true letter and spirit. Hindalco has implemented following process to ensure all the PIT Compliances:

• Ensure list of Designation persons (DP) is prepared and updated after taking into consideration all the criteria prescribed in SEBI PIT code,
• To Oversee Regular updating of DP List,
• To Ensure company maintain structural digital database (SDD), which includes keeping details of all Unpublished price sensitive Information, name of the person who has shared that information, name of the person to whom information has being shared, their PAN details with time stamp,
• Taking various disclosures from DP, Promoters on timely basis to meet the requirements of Insider trading regulation,
• Ensure company sends notice of window closure to DP's &
• To educate DP's for insider trading regulations and resolve technical queries on real time basis for DP's
• Co-ordinating with depository for issues relating to list of DPs.
• Ensure that DP's take necessary pre -clearance from compliance officer to trade in shares with a value more than Rs. 10 lac during the calendar quarter.
• Co -ordinate with CFO, Strategy Head who identify UPSI and make entry of the same in Insider trading tool.

Implementation and compliances under Employees Stock option schemes.
To retain talent in the Company, Employee Stock Option Plan ( ESOP) are granted by the company. At Hindalco we have total Three scheme under which Company issues the ESOP shares. Hindalco has granted shares to tentatively 550 employees. Managing the scheme internally is very crucial and confidential. The following are the major Compliances under above mentioned ESOP schemes.

• Co-ordinate with GHR, law firm to draft ESOP Scheme
• Ensure Hindalco has necessary take shareholders' approval for issue of shares under ESOP scheme,
• Ensure that at NRC meeting shares are granted as per applicable scheme,
• To co-ordinate with Company HR team for sending ESOP Grant letter,
• Make sure that Exercise of shares co-ordinate with finance team for payment confirmation,
• On payment confirmation finalize the list of employees to whom share will be allotted,
• Payment of statutory fees for NSDL & CDSL for issue of shares and complete the procedural requirement of HDFC securities.
• Complete the Corporate action at both the depositories,
• In case of issue of shares under 2013 scheme, fresh shares are issued by company, in that case company is issues the fresh shares and get it listed on stock exchanges.
• Arranging certificate from Practicing Company secretary for due compliance of SEBI scheme and present the same at AGM of the company.
• To provide quarterly update to GHR for issue of shares under trust route.
• Resolving queries of employees for ESOP related issues.
• To prepare monthly perquisite report and provide the same to payroll team.

RBI & FEMA compliances for foreign subsidiary company.
Hindalco has three operating foreign subsidiaries outside India. Following are the major compliances;

• To Ensure that Annual Performance Report is submitted to AD bank and RBI,
• Ensure that statement of Assets and liability for Hindalco Industries Limited is submitted to RBI,
• Ensure FEMA & RBI compliances are complied for Equity remittances to Subsidiaries at Japan & Netherlands,
• To get RBI/ CBI approval before remitting the funds to Foreign subsidiaries
• Keep track of RBI/CBI approval with actual remittance as Hindalco is under approval route,
• Co-ordinate and negotiate the service contract with foreign consultant,

Due Diligence Report under RBI circular
All the companies who have obtain consortium loan facility are required to submit diligence report from Practicing Company Secretary:

• Ensure that Due diligence report as per RBI format is prepared and submitted to Banks
• Co-ordinate with concern department for their input in due diligence report,
• Co-ordinate with PCS for certification of report and make available all the required data for certification of report,

Project Loan, Working capital Loan, Debentures and issue of Commercial paper
Hindalco has active loan facility from SBI, Axis Bank, PNB and working facility line from almost 20 Banks. Load agreement compliance is very important as the non- compliance may result into monetary penalty as well. Following are the compliances under various loan agreement:

• Finalize the loan agreement as per term sheet and mapping the same,
• To keep track of borrowing limit and provide Company secretary certificate for the same,
• To provide financial covenant certificate to banks,
• Filing a form CHG-1 & CHG-4 with MCA
• In case of issue of CP keep track of Board resolution limit for issue of CP,
• Co-ordinate with NSDL for issue of ISIN,
• After completing Corporate action activity to start process of listing of CP,
• List the CP on NSE after making necessary fees payment,
• In case of Debentures to track the Compliance requirement under SEBI regulation and Trust deed.

Corporate Governance report & shareholders Information :
Corporate Governance is one of the crucial documents in the annual report.

• Check the Legal requirements from Companies Act, SEBI LODR, ESOP guidelines and Rules made under Companies Act 2013,
• To get statutorily required data from all the concern department,
• To Prepare check list of corporate governance report and per the statutory requirements,
• To get Statutory Auditors certificate for CG,
• To get Director's report Audited from Statutory Auditors of the Company,

Issuance of Electoral Bond
Co-ordinate with SBI ( only authority to issue Electoral Band) with reference to legal requirements and documentation of Electoral bond.

Skills Required