JOB DESCRIPTION
Company Secretary & Legal Manager
Corporate Governance | Legal Compliance | Contract Management
Department
Legal & Compliance
Reports To
Managing Director / Board of Directors
7 to 10 years (post-qualification CS experience)
Company Secretary (ACS/FCS) mandatory; LL.B. strongly preferred
Bangalore, Karnataka
Experience
Qualification
Office Location
Employment Type
Full-time, Permanent
Role Overview
We are seeking an experienced and commercially aware Company Secretary & Legal Manager to
lead our corporate governance, statutory compliance, and legal functions. This is a senior individual
contributor role that also involves periodic team oversight. The incumbent will serve as the primary
interface with the Board of Directors and all regulatory authorities, ensuring that the organisation
operates within the framework of applicable laws while enabling sound business decisions.
The role demands deep expertise in the Companies Act, 2013, Secretarial Standards, and allied
corporate laws, complemented by a practitioner's command of contract management and litigation
coordination. A qualifying LL.B. degree is strongly preferred and will be considered a decisive
advantage.
Key Responsibilities
1. Corporate Governance & Secretarial Compliance

Management: Board & Committee Meetings

Plan, convene, and administer meetings of the Board, Audit Committee, Nomination &
Remuneration Committee, and other Committees in strict compliance with Secretarial
Standards SS-1.

Draft agendas, board papers, and notices within statutory timelines (minimum 7 clear days
unless shorter notice consented to).
Record accurate, legally sound minutes and circulate for director review within 15 days; finalise
within 30 days as required under SS-1.

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Conduct: General Meetings (AGM / EGM)

Organise Annual General Meetings and Extraordinary General Meetings in compliance with
SS-2 and the Companies Act, 2013.
Draft notices, explanatory statements, directors' reports, and Board's reports under Section
134.
Ensure proper voting procedures, scrutiniser appointment, and e-voting compliance where
applicable.
ROC /: Statutory Filings & MCA Compliance

Manage all event-based and periodic filings including MGT-7/MGT-7A, AOC-4, MGT-14, DIR-
12, INC-22, CHG-1/4, and all other applicable forms within prescribed timelines.
Maintain DIR-3 KYC compliance for all directors track annual deadlines, initiate timely
reminders, and manage DIN reactivation if required.
Handle alterations to MOA/AOA, including board and shareholder resolution drafting, filing, and
ROC registration.

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Share Capital & Securities Management

Oversee share transfers, transmissions, allotments, buybacks, and bonus issues.
Ensure compliance with the private company dematerialisation mandate manage ISIN
procurement, tripartite RTA agreements, and half-yearly PAS-6 (Reconciliation of Share
Capital Audit Report) filings.

Maintain and update all statutory registers Register of Members, Register of Directors,
Register of Charges, Register of Contracts, etc.
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Annual Report & Board Evaluation

Coordinate preparation of the Annual Report including the Board's Report, Management
Discussion & Analysis,



and Corporate Governance Report.

Facilitate the board performance evaluation process under Section 134(3)(p) and applicable
SEBI LODR requirements.
CSR Compliance

Ensure compliance with Section 135 CSR policy formulation, activity monitoring, Form CSR-
2 filing, and management of unspent CSR accounts (UCSRA) and Schedule VII transfers
within prescribed timelines.
2. Legal & Contract Management
Contract Drafting & Management
¢

Draft, review, negotiate, and finalise a wide range of commercial agreements including Vendor
Contracts, Master Service Agreements (MSA), Non-Disclosure Agreements (NDA), Joint
Venture Agreements, Shareholders' Agreements (SHA), Lease Deeds, and Purchase
Agreements.

Manage the full contract lifecycle initiation, execution, amendment, renewal, and termination
and maintain a centralised contract repository with expiry and renewal alerts.
Ensure all contracts include appropriate indemnity, dispute resolution, force majeure, and
governing law clauses.
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Litigation & Dispute Management

Coordinate with external legal counsel on all litigation, regulatory disputes, arbitration
proceedings, and appearances before NCLT, NCLAT, consumer forums, and other tribunals.
Maintain a comprehensive litigation MIS track status, next dates, financial provisions, and
settlement possibilities.
Draft demand notices, reply to Show Cause Notices from regulatory authorities, and assist in
preparation of written submissions alongside external counsel.
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Regulatory & Legal Advisory

Provide in-house legal opinions on corporate law provisions, contract interpretations, and
compliance obligations.

Analyse new legislation and regulatory circulars and brief management on implications and
required action.
Intellectual Property Rights (IPR)

Own and manage the company's trademark portfolio coordinate registration, renewal, and
enforcement with external IP counsel.
Conduct IP due diligence as part of vendor onboarding, acquisition reviews, and major
partnership assessments.
Ensure IP provisions (ownership, licensing, confidentiality) are appropriately addressed in all
commercial contracts.

3. Regulatory Compliance & Liaison
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Multi-Regulator Management

Serve as the primary compliance interface with the Registrar of Companies (ROC), Ministry of
Corporate Affairs (MCA), SEBI (for LODR obligations if listed / applicable), and RBI (for
FEMA/FDI matters).

Handle FEMA compliance end-to-end FDI reporting on the FIRMS portal (FC-GPR, FC-
TRS, ARF), ODI filings, and compounding applications as required.
Manage Legal Entity Identifier (LEI) procurement, maintenance, and annual renewal as
applicable under RBI and SEBI mandates.
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Labour Law Monitoring

Oversee compliance under applicable labour statutes including the POSH Act, Contract Labour




(Regulation and Abolition) Act, Shops & Establishments Act, and Provident Fund / ESIC
regulations in coordination with the HR function.
Risk & Internal Compliance Review

Conduct periodic internal compliance audits to identify statutory gaps, assess risk, and
implement corrective measures.
Develop and maintain a comprehensive compliance calendar covering all regulatory deadlines
across corporate laws, FEMA, and applicable sector-specific regulations.
Assist in risk analysis for recent business initiatives and transactions, flagging legal and
regulatory exposure to senior management.
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Due Diligence
Lead or support legal and secretarial due diligence for acquisitions, investments, and strategic

partnerships including MCA21 searches, charge verification, litigation assessment, and
preparation of Search Reports.
Qualifications & Experience
Mandatory
Qualification
Associate / Fellow Member of ICSI (ACS / FCS) active membership in
good standing
Experience
Minimum 7 years of post-qualification experience in a CS role, with at
least 3 years in an in-house company secretarial or legal function
Strongly Preferred
Legal Degree
LL.B. (3-year or 5-year integrated) candidates with both CS and LL.B.
will be given strong preference for this role
Additional
CMA / CA-Intermediate / Diploma in FEMA / IPR certification will be an
added advantage

Key Competencies
¢
Deep knowledge of the Companies Act, 2013, Secretarial Standards (SS-1 & SS-2), FEMA,
IBC, and SEBI LODR Regulations
¢
Hands-on proficiency with MCA21 portal, FIRMS (RBI), SEBI filing portals, and compliance
management tools
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Strong contract drafting and negotiation skills across standard commercial agreement types
Ability to independently coordinate litigation with external counsel and manage regulatory
correspondence
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Commercially pragmatic legal thinking ability to identify risk without blocking business
decisions
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High attention to detail with a structured approach to deadline and calendar management
Strong written and verbal communication skills for board-level interaction
Demonstrated integrity and ability to maintain confidentiality in sensitive governance matters
What You Will Own
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The company's entire statutory compliance calendar zero defaults
All board and shareholder meeting documentation from preparation to post-meeting filing
End-to-end contract lifecycle for all commercial agreements
Regulatory relationships with ROC, RBI, SEBI, and other applicable bodies
Litigation MIS and external counsel coordination
Director-level governance documentation including board evaluation and Board's Report
Application Note
Candidates are requested to include in their application: (a) evidence of ICSI membership
(ACS/FCS number), (b) a brief note on any significant compliance challenge they have led or
resolved independently, and (c) if applicable, their LL.B. certificate. Shortlisted candidates will be
assessed through a technical interview focused on practical scenarios drawn from the Companies
Act, FEMA, and contract management.
[Company Name] is an equal opportunity employer.

📌 Company Secretary Legal Officer (Karnataka)
🏢 Miles Education
📍 Karnataka