The Company Secretary will be the primary compliance and governance officer across both entities, ensuring RBI regulatory adherence for the NBFC, Companies

Act compliance for both entities, and support for capital markets activity (NCDs,

securitisation) and investor relations (VC + retail debt holders). This is a dual-hatted role suited to someone comfortable operating across corporate law, NBFC-specific regulation, and capital markets compliance in a fast-scaling environment.

Key Responsibilities

1. Corporate Governance & Companies Act Compliance (Both Entities)

- Convene and manage Board, Committee (Audit, Risk, Nomination & Remuneration, ALCO where applicable), and shareholder meetings

notices, agendas, minutes, statutory registers
- Ensure timely ROC filings (annual returns, financial statements, charge

registrations/satisfactions, resolutions) for both companies
- Manage cap table changes, share allotments, ESOP administration, and

secretarial records arising from VC funding rounds
- Draft/vet board resolutions, POAs, and corporate authorizations for lending,

borrowing, and leasing transactions
1. NBFC-Specific Regulatory Compliance (RBI)

- Ensure compliance with RBI's Scale Based Regulation (SBR) framework

applicable to the NBFC's layer classification
- Maintain statutory/mandatory committees (Risk Management Committee, IT

Strategy Committee, etc. as applicable at the entity's layer)
- Draft and oversee Fair Practices Code, KYC/AML policy compliance, and

grievance redressal mechanisms
- Track regulatory returns/filings to RBI (e.g., NBS returns, structured liabilities

returns) in coordination with Finance




- Monitor and implement upcoming regulatory changes (e.g.,

recovery/repossession norms, digital lending guidelines) as they affect secured lending operations
- Maintain the compliance calendar and certifications required for NBFC

registration/license conditions
- Own the RBI inspection/audit lifecycle preparing the entity for scheduled

RBI inspections, coordinating internal stakeholders for document/data readiness, personally liaising with RBI Regional Office officers on queries and clarifications, and driving timely closure of inspection observations and compliance certifications
- Maintain a running log of past RBI inspection findings and remediation status,

ensuring no recurring observations in subsequent cycles
- Stay updated with RBI regulations and guidelines and ensure companys

compliance/ readiness to comply with them in a scale-based and timely manner
1. Capital Markets & Debt Instrument Compliance

- Manage end-to-end compliance for retail NCD issuances SEBI (NCS)

Regulations, debenture trustee coordination, debenture trust deed execution, DRR/security cover compliance, credit rating agency liaison, listing compliance (if listed)
- Support structured debt instruments (securitisation via PTC/DA structures,





co-lending arrangements) — documentation, true-sale compliance, RBI securitisation guidelines, trustee and rating agency coordination
- Coordinate charge creation/satisfaction (CERSAI, ROC) for secured

borrowings across both entities
- Liaise with legal counsel, trustees, and rating agencies on documentation for

each fundraise tranche
1. VC & Investor Relations Support

- Support equity fundraising — due diligence data room management, cap

table/ESOP compliance, shareholder agreement (SHA/SSA) compliance and covenant tracking
- Track and report covenant compliance to VC investors and secured lenders

(financial and non-financial covenants)
- Prepare board/investor MIS and governance disclosures ahead of the next

fundraise cycle
- Manage investor onboarding documentation and statutory disclosures for current

investors
1. Operating Lease Entity–Specific Compliance

- Ensure lease agreement documentation aligns with Companies Act and

applicable tax/stamp duty requirements
- Support asset registration, hypothecation, and charge documentation for

leased/financed assets
- Coordinate with Finance on lease accounting disclosures (Ind AS 116) from a

governance/board-reporting standpoint
1. General Legal & Risk Support

- Maintain statutory registers, minute books, and compliance records auditable

by regulators, rating agencies, and investors
- Support internal/statutory audit processes
- Flag emerging regulatory risk (RBI circulars, SEBI amendments, MCA

notifications) to leadership with practical impact assessments

📌 Senior Company Secretary (Gurugram)
🏢 Astranova Mobility
📍 Gurugram