Roles and Qualifications of a Company Secretary for a Base Layer NBFC
1. Corporate Governance & Board Management

- Organising Board Meetings, Committee Meetings and Shareholders Meetings
- Drafting agenda notes, minutes and resolutions
- Advising Board on governance standards and fiduciary responsibilities
- Ensuring compliance with Companies Act, Secretarial Standards and RBI governance requirements
- Maintaining statutory registers and records

2. RBI & NBFC Regulatory Compliance

- Monitoring compliance relating to RBI Master Directions applicable to NBFCs
- Ensuring adherence to Fair Practices Code
- Compliance with KYC / AML / PMLA requirements
- Monitoring outsourcing guidelines and related party transactions
- Ensuring Fit & Proper criteria for Directors
- Filing periodic RBI returns and certifications wherever applicable
- Tracking regulatory changes and placing updates before the Board

3. Secretarial & Legal Compliance

- ROC filings and annual compliances
- Annual Report preparation
- Coordination with auditors, legal counsel and regulators
- Monitoring contracts, powers of attorney and authorisations
- Ensuring compliance under Companies Act, FEMA, SEBI regulations and allied laws

4. Compliance Management Framework

- Creating compliance calendars
- Obtaining compliance certification from departments




- Reporting non-compliances to management and Board
- Coordinating internal audits and secretarial audits
- Supporting risk management and internal control framework

5. Stakeholder & Investor Coordination

- Handling investor communications
- Coordination with lenders, trustees, rating agencies and debenture holders
- Due diligence support for fund raising and borrowings
- Assisting during inspections by RBI and other authorities

6. Policy & Documentation Oversight

- Coordinating Board approval and review of credit policies
- Monitoring recovery policies and related party policies
- Administering whistle blower mechanism and code of conduct
- Reviewing information security and outsourcing policies

7. Support to Senior Management

- Advising CEO/MD and Board on regulatory risks
- Assisting in restructuring, mergers, capital raising or investor induction
- Ensuring governance discipline during rapid growth

Qualifications

- Qualified Company Secretary (ACS/FCS) from the Institute of Company Secretaries of India (ICSI)
- Preferred additional qualifications include LLB, CA Inter or CMA Inter exposure
- Solid knowledge of RBI regulations, lending operations and treasury structures

📌 Company Secretary (Chennai)
🏢 Shiksha Financial Services India
📍 Chennai