Company Secretary & Compliance Officer

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1. Company Secretarial Duties:
- Ensure compliance with the Companies Act, 2013 and its Rules, Securities Contract (Regulations) Act and other applicable regulatory guidelines and other corporate governance regulations.
- Need to conduct Board Meetings, Committee Meetings, and General Meetings, including preparing agendas, drafting minutes, and maintaining statutory records. Need to convene the meetings to comply with the statutory norms.
- Ensure proper filing of MCA/ ROC forms, annual returns, and statutory reports in a timely manner including proper maintenance of statutory records
- Draft, review, and execute corporate resolutions, shareholder agreements, and other relevant documents.
- Advise the Board and Senior Management on corporate laws and corporate governance practices.
- Issue of various Securities under the Act and applicable SEBI Regulations therefore.
2. RBI & Legal Compliance:
- Ensure proper RBI compliance as per RBI's NBFC directions, periodic reporting, and statutory filings including compliances with FIU and Credit Information Agencies (CICs). Need to be practically aware of the statutory compliances applicable to base layer & middle layer NBFCs as per RBI's directions.
- Liaise with RBI, MCA, SEBI and other regulatory bodies for timely submissions, submission of clarifications.
- Stay updated on RBI circulars, FEMA guidelines and compliance amendments and implement necessary changes, if any required. Manage AML compliance, KYC norms, and risk assessment reports.
- Need to draft, vet, and review contracts, agreements, and legal documents pertaining to Investments and lending to safeguard the company's interests.
- Handle litigation matters, coordinate with legal/ RBI advisors, and represent the company in legal proceedings, if necessary.
- Monitor compliances with the terms and conditions of the agreements by the relevant borrower, guarantor, etc. also liaise with the borrower for any discrepancies in this regard.
- Manage funding requirement of the Company including coordination with the internal teams in this regard and ensure smooth execution of investment transaction.
3. NCD Issuance & Compliance Responsibilities:
- Comprehensive management of the issuance process for Non-Convertible Debentures (NCDs) through private placement by NBFCs, ensuring adherence to RBI guidelines/ directions.
- Preparation and review of Offer Documents, Term Sheets, and Prospectuses (if applicable) for NCD issuance.

- Coordination with rating agencies, legal counsels, investment bankers, and registrars for NCD issuance and compliance requirements.
- Filing of debenture-related forms with ROC, RBI, SEBI and Stock Exchanges (if applicable).
- Ensure timely payment of interest and redemption on issued NCDs and maintain compliance records.
- Manage documentation requirements for debenture trustee agreements and monitor trustee compliance and reporting requirements for debenture holders.
- Ensure adherence to Listing Obligations & Disclosure Requirements (LODR) Regulations if applicable.
4. Regulatory Compliance Management:
- Implement internal controls and compliance policies in alignment with legal and regulatory requirements.
- Conduct compliance audits & risk assessments to ensure adherence to statutory obligations.
- Managing inspections and audits by regulatory bodies such as RBI, MCA, and Income Tax departments.