ABOUT VANTROCK

Vantrock is an operator-led real assets platform, built to work in the white space of every strategy it enters.

A real asset is three jobs: finding the land, building and running the asset, managing the capital that owns it. Vantrock does all three with one team. Headquartered in Mumbai, it originates, develops, operates and manages institutional-grade real assets from land to operations.

Warehousing, industrial and logistics parks are the first strategy. The platform is run by operators, and it is built to run lean. Suburban office campuses, strata offices, data centres, senior living and infrastructure assets follow, each as its own strategy, sequenced on delivery and each in a white space others have left open, with a clear path to REITs and InvITs.

Real assets only, across every class the platform grows into, in sequence.

WHY THIS ROLE EXISTS

Vantrock Investment Managers LLP is the investment manager. It manages the capital that owns the platform's assets, and runs a co-investment business through which investors put money directly into the companies those assets sit in. Each park sits in its own project company, and some raise money through non-convertible debentures. Every one of those carries its own rule book.

This seat holds all of them in one place. It is the compliance and company secretarial seat for the investment manager, its co-investment business, the group's entities and the project companies, and it tracks every approval each park depends on. You are the person the partners, investors, trustees, lenders and debenture trustees rely on to know where everything stands.

You should not apply if you have only ever run one entity's secretarial calendar. This seat runs many at once.

WHAT YOU WILL OWN

A. Corporate Secretarial and Governance – Group Entities

- Manage the end-to-end company secretarial function for the holding company, subsidiaries, special-purpose vehicles (SPVs), project companies and other group entities.
- Ensure compliance with the Companies Act, 2013, applicable rules, Secretarial Standards and other relevant corporate laws.
- Maintain statutory registers, minute books, records of members, directors and key managerial personnel, and other prescribed corporate records.
- Prepare agendas, notices, board notes, board meeting minutes, committee minutes and shareholders' meeting documentation.
- Coordinate board meetings, committee meetings, annual general meetings and extraordinary general meetings.
- Manage annual filings, event-based filings and other statutory submissions with the Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC).
- Track annual general meeting deadlines, annual return filings, financial statement filings, director-related filings and other applicable corporate compliances.
- Manage the appointment, resignation and change in particulars of directors, auditors, key managerial personnel and authorised signatories.
- Oversee director KYC, disclosures of interest, declarations, related-party transaction documentation and other applicable governance requirements.
- Ensure timely completion of share allotments, transfers, share capital changes, rights issues, preferential allotments, private placements and other corporate actions.
- Maintain the group's entity structure, shareholding records, beneficial ownership information and inter-company documentation.
- Coordinate with finance teams and auditors on statutory audit requirements, approval of financial statements, directors' reports and other annual corporate documentation.
- Monitor compliance with related-party transaction requirements, loans, guarantees, investments and inter-corporate arrangements, as applicable.
- Advise management on corporate governance requirements, approval processes and the regulatory implications of proposed transactions.
- Maintain an updated entity-wise compliance calendar and provide periodic compliance status reports to management.

B. PMS Business – Corporate and Regulatory Compliance Coordination The incumbent will support the establishment and ongoing governance of the PMS business, working alongside the designated Principal Officer and Compliance Officer.
- Maintain an entity-level compliance framework for the PMS operating company under the applicable SEBI Portfolio Managers Regulations and related requirements.
- Coordinate company-level filings, governance approvals, changes in constitutional documents, shareholding, directors, key personnel and other material corporate particulars.
- Assist in preparing and maintaining the corporate documents required for PMS registration, ongoing regulatory submissions and regulatory correspondence.
- Track regulatory changes relevant to the PMS entity and coordinate implementation with the designated Compliance Officer.
- Ensure appropriate board or partner approvals for applicable business decisions, service-provider appointments, policies and material corporate actions.
- Maintain records of board-approved policies, delegated authorities, powers of attorney and other governance documents.
- Coordinate with the Principal Officer and Compliance Officer on the documentation and governance aspects of regulatory inspections,



audits and compliance reviews.
- Support the timely completion of applicable corporate governance disclosures, certifications and reporting requirements.
- Maintain a central repository of PMS entity documents, regulatory approvals, filing acknowledgements and correspondence.
- Monitor changes in SEBI regulations and applicable circulars, and flag matters requiring action by the investment or compliance teams.

Role boundary: The incumbent will own the corporate secretarial and entity-governance workstream and coordinate regulatory compliance. Responsibilities specifically assigned by regulation to the designated PMS Compliance Officer or Principal Officer will remain with those designated individuals unless the applicable rules and formal appointments permit otherwise. C. Secretarial Compliance of Investee Companies The incumbent will oversee and monitor company secretarial compliance across portfolio companies, investee companies and other entities in which the organisation has an investment or governance interest.
- Establish an investee-company compliance monitoring framework covering statutory filings, board governance, shareholder approvals and material corporate actions.
- Maintain a central register of investee companies, their legal structures, directors, shareholding patterns, financial year-ends and statutory filing deadlines.
- Review the status of annual filings, statutory registers, board and shareholder meeting records, and other applicable company secretarial requirements.
- Monitor compliance with the Companies Act, 2013, applicable Secretarial Standards and relevant provisions of securities laws, where applicable to the investee company.
- Track the appointment and changes of directors, auditors and key managerial personnel, and monitor applicable governance requirements.
- Review proposed equity issuances, preferential allotments, rights issues, share transfers, buybacks, capital reductions and other corporate actions from a company secretarial perspective.
- Monitor related-party transactions, inter-corporate loans, guarantees, investments, security creation and other transactions requiring corporate approvals or statutory filings.
- Review proposed changes in capital structure, ownership, constitutional documents or control that could affect the organisation's investment rights.
- Track compliance with shareholders' agreements, subscription agreements, investment agreements and other contractual governance rights, in coordination with legal counsel.
- Monitor compliance with reserved matters, information rights, board nomination rights, consent requirements and other investor protections.
- Coordinate with investee-company management, finance teams, external Company Secretaries and legal advisers to obtain compliance information and close outstanding matters.
- Identify overdue filings, governance gaps, potential defaults and material compliance exceptions, and escalate these to the investment team and senior management.
- Prepare periodic investee-company compliance dashboards for investment reviews and portfolio governance meetings.
- Support due diligence before new investments and corporate actions, including identification of historical filing defaults, governance deficiencies and remediation requirements.

Key: The depth of monitoring should be proportionate to the organisation's ownership, contractual rights, board representation and applicable legal obligations. The role should distinguish between compliance responsibilities that legally rest with an investee company's own management and the investor's monitoring responsibilities. D. NCD Issuances and Debt Capital Markets Compliance The incumbent will lead the company secretarial and compliance workstream for NCD issuances by group companies, project SPVs and other relevant entities, including private placements and listed debt issuances where applicable.
- Pre-issuance structuring and approvals

- Coordinate the corporate secretarial workstream for proposed NCD issuances, including private placements and secured or unsecured debt instruments, subject to applicable law.
- Determine and coordinate the corporate approvals required for borrowing, issuance of debentures, creation of security and execution of transaction documents.
- Review the issuer's constitutional documents, borrowing powers, authorised capital where relevant, existing financing restrictions and approval requirements.
- Coordinate board and shareholder resolutions, special resolutions, shareholder approvals and other corporate authorisations, as applicable.
- Coordinate the preparation and filing of required MCA forms and supporting documents within statutory timelines.
- Work with finance, treasury, lenders, legal counsel and transaction advisers to establish a transaction-specific compliance checklist.




- Coordinate documentation for appointment of debenture trustees, execution of debenture trust deeds and other transaction documents.
- Coordinate applicable credit-rating, depository, exchange, registrar and transfer agent, and other intermediary requirements with the relevant teams.
- Monitor applicable requirements under the Companies Act, 2013, the SEBI Issue and Listing of Non-Convertible Securities Regulations, 2021, applicable SEBI circulars and stock-exchange requirements.

2. Security creation and perfection
- Coordinate documentation and filings relating to the creation, registration, modification and satisfaction of charges over assets securing NCDs.
- Monitor timely filing of applicable charge-related forms with the ROC and maintain supporting records.
- Coordinate with lenders, debenture trustees, legal counsel and project teams on security documents, mortgage deeds, hypothecation documents and other security arrangements.
- Track perfection of security, registration of charges and satisfaction of conditions precedent and subsequent.
- Maintain an asset-wise security register identifying secured assets, charge holders, ranking, registration details and release conditions.
- Monitor restrictions on further encumbrances, negative pledges and other security-related covenants.
- Coordinate release of security upon repayment, refinancing or redemption, subject to applicable contractual and legal requirements.

3. Post-issuance and ongoing compliance
- Maintain an NCD compliance tracker covering interest payment dates, principal repayment, redemption dates, covenant testing and reporting deadlines.
- Coordinate timely filings and submissions relating to allotment, listing, security creation and other post-issuance requirements.
- Track the appointment and continuing requirements of debenture trustees and coordinate periodic information submissions to them.
- Monitor compliance with the terms of issue, debenture trust deed, information covenants and other transaction documents.
- Coordinate periodic financial information, asset-cover statements, security-related certificates, utilisation certificates and other documents required by debenture trustees, rating agencies or stock exchanges, as applicable.
- Monitor applicable asset-cover and security-maintenance requirements, working with finance teams and independent professionals where certification is required.
- Track credit-rating reviews, rating changes, covenant breaches and events requiring disclosure or notification.
- Monitor compliance with applicable interest servicing, redemption and other payment obligations in coordination with treasury and finance.
- Coordinate required notices and disclosures for material events, defaults, restructuring, modification of terms, early redemption and other corporate actions.
- Ensure compliance with applicable rules governing the creation and maintenance of debenture redemption reserves or other prescribed requirements, wherever relevant.
- Maintain complete issuance-wise records, statutory filings, approvals, trustee correspondence and compliance evidence.

4. Debt compliance monitoring across group companies
- Maintain a central database of all NCDs and other debt instruments issued by the organisation's entities.
- Track issuer, instrument type, issue date, outstanding amount, coupon, maturity, repayment schedule, security package, rating, trustee and key covenants.
- Maintain an early-warning system for upcoming repayments, covenant testing, rating reviews, filing deadlines and security-related actions.
- Coordinate periodic debt compliance certifications and reporting to management.
- Identify potential breaches, missed deadlines, security shortfalls and other non-compliance risks, and escalate them promptly.
- Assist in refinancing, extension, restructuring, amendment and redemption transactions from a corporate secretarial and compliance perspective.

WHO WE ARE LOOKING FOR Essential

- A qualified Company Secretary, an associate or fellow member of ICSI.
- 8+ years after qualification, including 3+ years as, or working with, the Compliance Officer of a securities-market intermediary, ideally an investment manager, alternative investment manager or portfolio manager.
- Hands-on secretarial work across several companies, including a debenture issue run end to end.
- NISM-Series-III-C certification before appointment.
- No investment decision-making role, and no seat on the investment team.
- You use AI tools every day in your work and can show what you have done with them.
- Mumbai, on site, with travel to project sites.

Advantageous

- Legal or secretarial work at a real estate, infrastructure or industrial developer.
- Co-investment structures, listed debt, a REIT or an InvIT.
- An LLB.
- FEMA, FATCA and CRS reporting.

What this role is not

- It is not the portfolio management company's compliance seat. That seat stands on its own.
- It is not an approvals seat. Land, building and environmental approvals are obtained by the projects and legal teams.
- It is not a finance or treasury seat. Accounts, tax, treasury and banking relationships sit with the finance team.
- It is not an investment seat. You are secretary to the Investment Committee, not a member of it.

📌 Compliance Officer & Company Secretary – AIF manager and Co-investment PMS (Mumbai)
🏢 Vantrock
📍 Mumbai