Company Secretary (Karnataka)

Company Secretary (Karnataka)

01 Aug
|
Miles Education
|
Karnataka

01 Aug

Miles Education

Karnataka

Role & 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. 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, DIR12, 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.

- 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. 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 CSR2 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. 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. 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 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, FCTRS, 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. 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. 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.

📌 Company Secretary (Karnataka)
🏢 Miles Education
📍 Karnataka

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