Job Description

Position: Company Secretary – Sr. Manager - Compliance
Department: IPO Advisory / Transaction Advisory / Legal & Compliance
Reporting To: Partner / Director – IPO & Transaction Advisory
Location: Andheri ( East)

Role Overview : The Company Secretary will be responsible for handling corporate legal compliance, secretarial due diligence, and IPO readiness assignments for clients planning to raise capital through IPO, SME IPO, QIP, preferential issues, or other capital market transactions. The role will involve extensive interaction with Merchant Bankers, Legal Counsels, Registrars, Auditors, and Client Management to ensure compliance with Companies Act, SEBI regulations, Listing Regulations and other corporate laws.

Key Responsibilities
1. IPO & Capital Market Transaction Support

• Assist in IPO, SME IPO, Rights Issue, Preferential Issue, QIP, OFS and other capital market transactions.
• Preparation and review of Draft Red Herring Prospectus (DRHP), Red Herring Prospectus (RHP), Prospectus and other offer documents.
• Compilation and verification of secretarial disclosures in offer documents. • Coordinate with Merchant Bankers, Legal Counsels, Registrars, Auditors and other intermediaries during IPO process.
• Support the IPO due diligence process and investor disclosures.
• Ensure compliance with:

o SEBI ICDR Regulations
o SEBI LODR Regulations
o Companies Act, 2013
o Stock Exchange Listing Requirements

2. Secretarial Due Diligence
Conduct detailed secretarial and legal due diligence for IPO-bound companies including:
Corporate Records Review
• Verification of:
o Memorandum & Articles of Association o Incorporation documents
o Shareholding structure
o Share certificates
o Statutory registers
o Board & Shareholder minutes

Compliance Verification
• Review compliance under:
o Companies Act, 2013
o FEMA regulations
o SEBI regulations
o RBI compliances
o Industry specific regulatory approvals

Due Diligence Reporting
• Preparation of:
o Secretarial Due Diligence Report
o Legal Compliance Checklists
o Risk identification reports
o Non-compliance rectification plan

3. Corporate Restructuring & IPO Readiness

• Assist in corporate restructuring prior to IPO, including:

o Conversion from Private to Public Limited
o Capital restructuring o Bonus issue / stock split
o ESOP schemes
o Promoter reclassification

• Review and draft corporate governance frameworks.
• Ensure compliance with minimum public shareholding norms.
• Implement IPO readiness secretarial framework.

4. Secretarial Compliance & Governance
• Handling statutory filings and corporate compliance including:
o ROC filings
o Annual returns
o Board & shareholder meeting compliances
o Maintenance of statutory registers

• Drafting:
o Board resolutions
o Shareholder resolutions
o Corporate policies
o Secretarial reports

• Ensuring compliance with:

o Secretarial Standards (SS-1 & SS-2)

5. Legal Documentation Review

• Review and assist in drafting of:

o Shareholders agreements
o Investment agreements
o ESOP plans
o Share transfer documentation
o Board governance policies

• Coordination with external legal counsels for transaction documentation.

6. Transaction & Regulatory Due Diligence Support the legal and regulatory diligence process by:
• Reviewing:
o Material contracts o Related party transactions
o Litigations
o Regulatory licenses
o Intellectual property records

• Preparing:
o Litigation summaries
o Regulatory compliance reports
o Legal risk matrices

7. Stock Exchange & SEBI Compliance

• Assist in listing compliance preparation for companies planning to list.
• Draft and implement corporate policies such as:

o Insider Trading Policy
o Code of Conduct
o Risk Management Policy
o Related Party Transactions Policy

• Ensure compliance with:
o SEBI LODR Regulations
o Stock exchange listing requirements

8. Coordination & Client Interaction

• Regular coordination with:

o Merchant Bankers
o Legal counsels
o Registrars to issue
o Auditors
o Promoters and management teams

• Manage client communication for compliance closure and documentation.

Key Deliverables

• Secretarial Due Diligence Reports
• IPO Compliance Checklists
• Regulatory compliance gap reports
• Draft corporate policies
• Corporate governance frameworks
• DRHP/RHP secretarial sections

Required Skills

• Strong knowledge of:

o Companies Act, 2013
o SEBI ICDR Regulations
o SEBI LODR Regulations
o FEMA Regulations
o Corporate restructuring

• Expertise in IPO transaction processes.
• Strong legal documentation review skills.
• Ability to handle complex due diligence assignments.

Qualification

• Company Secretary (CS) – Qualified (ICSI Member) Preferred:
• LLB (Optional but desirable)

Experience

• 3 – 8 years experience in:

o IPO advisory firm
o Merchant banker
o Big4 / CA firm transaction advisory
o Listed company secretarial department

Preferred Candidate Profile

• Experience in IPO mandates / SME IPO
• Exposure to secretarial due diligence
• Strong drafting and documentation skills
• Ability to manage multiple transaction assignments

Job Types: Full-time, Permanent

Pay: ₹45,000.00 - ₹75,000.00 per month

Benefits:

• Paid sick time
• Provident Fund

Experience:

• Compliance management and return filing: 1 year (Required)

License/Certification:

• Company Secretary (Required)

Work Location: In person