Entity
Breathe Again
Location
Kolkata, West Bengal
Reports to
Chairman and CEO, with a dotted line to the Board
Type
Full time, whole-time Company Secretary under Section 203 of the Companies Act, 2013
The role in one line
Own the entire secretarial, governance, and corporate compliance function across the group’s operating and holding entities, and keep every company audit-ready, filing-current, and board-ready at all times.
Why this role exists
The group runs multiple entities across manufacturing, health technology, and investments, with active fundraising, related-party transactions, and cross-entity structuring. Compliance here is not a filing clerk’s job. It is a governance function that sits close to the CEO and the Board, and the person who holds it is expected to raise risks before they become notices.
Core responsibilities
Board and governance
•
Convene, agenda, and minute all Board, committee, and general meetings within statutory timelines
•
Prepare board packs, resolutions, notices, and explanatory statements to a standard that stands up to investor and lender diligence
•
Advise directors on fiduciary duties, disclosure obligations, and conflicts under the Companies Act, 2013
•
Maintain and track the register of directors, KMP, related parties, and their interests
Statutory compliance and filings
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Own all ROC and MCA filings across group entities, including annual returns, financial statement filings, charge creation and satisfaction, and event-based forms
•
Maintain all statutory registers and records in physical and electronic form
•
Run the group compliance calendar with owners and dates, and report status to the Board every quarter
•
Coordinate secretarial audit, and close every observation before the next cycle
Transactions and structuring
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Support fundraising across equity, NCDs, and debt, including term sheets, shareholder agreements, share allotments, PAS forms, and valuation and pricing compliance
•
Manage share capital actions, transfers, transmissions, buybacks, and ESOP administration
•
Handle FEMA and RBI reporting for any foreign investment or remittance, including FC-GPR and FLA returns
•
Draft, review, and maintain the group contract repository alongside external counsel
Risk, legal, and stakeholder work
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Track litigation and statutory notices across entities, and manage external counsel on timelines and cost
•
Flag non-compliance and governance risk to the CEO directly and early
•
Interface with auditors, bankers, lenders, investors, and regulators
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Support due diligence for investments, divestments, and joint ventures
Subsidiary and entity management
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Maintain the group structure chart, incorporate and wind up entities as required
•
Ensure intra-group transactions are documented, approved, and priced on arm’s length terms
Who we are looking for
Qualifications
•
Associate or Fellow member of the Institute of Company Secretaries of India, ACS or FCS, in valuable standing
•
LLB is a strong advantage
•
CA or CMA additionally is welcome, not required
Experience
•
8 to 12 years post-qualification, with at least 3 years as a standalone or lead company secretary handling multiple entities
•
Demonstrated experience with private company compliance, fundraising documentation, and FEMA reporting
•
Manufacturing sector exposure is preferred, listed company exposure is useful but not essential
Capability
•
Fluent in the Companies Act, 2013, FEMA, and SEBI regulations, and able to read a new regulation and translate it into an action list the same day
•
Drafts cleanly and independently, resolutions, minutes, and agreements without needing counsel for routine work
•
Comfortable telling a promoter or director that something cannot be done, and proposing the compliant path instead
•
Organized to the point of being boring about deadlines, with zero tolerance for late filings
Disposition
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Operates with discretion. This role sees everything
•
Works at founder speed without cutting statutory corners
•
Proactive by default, brings the issue and the recommended fix together
Success in the first year
Timeline Outcome
30 days
Full compliance audit of every group entity completed, gaps listed with severity and remediation dates
90 days
Group compliance calendar live, all historical filing gaps closed, statutory registers reconstructed and current
180 days
Board and committee process running on a fixed cadence, contract repository built, secretarial audit clean
12 months
Zero late filings, zero penalties, diligence-ready data room maintained on a standing basis
Compensation
Competitive with the Kolkata market for the profile, structured as fixed plus performance-linked variable.
To apply
Send a CV and a short note on the most complex compliance or transaction matter you have personally handled, what went wrong, and how you closed it, to
[email protected] . Applications without the note will not be reviewed.
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