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.