Company Secretary (CS) – Roles and Responsibilities
Department: Corporate / Legal & Compliance
Designation: Company Secretary
Reporting To: Managing Director / Board of Directors
Location: Salt Lake, Sector - V
Employment Type: Full-Time
1. Position Overview
The Company Secretary (CS) serves as a Key Managerial Personnel (KMP) responsible for
ensuring that the company complies with all statutory and regulatory requirements. The CS
acts as a vital link between the Board of Directors, management, shareholders, government
authorities, and other stakeholders. The role ensures effective corporate governance, statutory
compliance, and transparent communication within the organization.
2. Key Roles and Responsibilities
A. Statutory Compliance
Ensure compliance with the Companies Act, 2013 and other applicable corporate
laws.
Prepare and file statutory forms, returns, and documents with MCA, ROC, and other
regulatory authorities.
Maintain and update all statutory registers including Register of Members,
Directors, Charges, etc.
Draft, review, and maintain Board Resolutions, Notices, and Minutes of Board and
General Meetings.
Monitor changes in relevant legislation and regulatory environment, and advise
management on their implications.
B. Board and General Meetings
Schedule, organize, and coordinate Board Meetings, Annual General Meetings
(AGM), and Extraordinary General Meetings (EGM).
Draft meeting agendas, prepare background papers, and ensure timely circulation to
Board members.
Record accurate and concise minutes of meetings and ensure proper documentation.
Ensure compliance with Secretarial Standards (SS-1 & SS-2) issued by ICSI.
C. Corporate Governance
Implement best practices in corporate governance and compliance frameworks.
Act as a compliance officer to ensure ethical and transparent functioning of the
organization.
Facilitate the smooth functioning of the Board by ensuring proper communication and
coordination among directors.
Ensure adherence to disclosure norms and statutory requirements under applicable
laws.
D. Legal & Regulatory Liaison
Serve as the company’s representative before statutory bodies such as ROC, SEBI,
RBI, and MCA.
Liaise with legal counsel for regulatory filings, dispute resolution, and legal opinions.
Monitor compliance under FEMA, Labour Laws, and other applicable regulations.
E. Secretarial Audit & Certification
Conduct or coordinate Secretarial Audits as per the Companies Act requirements.
Issue certifications and compliance reports in accordance with ICSI guidelines.
Maintain compliance trackers and audit records for inspection and reference.
F. Shareholder & Investor Relations
Handle matters related to issue, transfer, and transmission of shares.
Oversee dividend distribution, shareholder correspondence, and grievance
redressal.
Maintain confidentiality of shareholder data and statutory documents.
G. Advisory and Strategic Support
Advise management and the Board on corporate laws, governance issues, and
statutory obligations.
Support in mergers, acquisitions, restructuring, or amalgamation activities.
Assist in drafting or reviewing MoUs, contracts, and agreements from a compliance
perspective.
Provide inputs for policy formulation and internal control systems.
3. Documentation & Record Keeping
Maintain all company records, certificates, licenses, and approvals in compliance
with legal requirements.
Implement an efficient document management system for legal and secretarial files.
Ensure proper archival and retrieval of board resolutions, minutes, and filings.
4. Desired Qualifications & Skills
Member of Institute of Company Secretaries of India (ICSI) – mandatory.
Minimum [Insert Years] years of relevant post-qualification experience.
Strong understanding of Companies Act, SEBI, FEMA, and related laws.
Excellent drafting, communication, and organizational skills.
High integrity, confidentiality, and attention to detail.
5. Reporting & Coordination
Reports directly to the Managing Director / Board of Directors.
Works closely with Finance, Legal, HR, and Operations departments for integrated
compliance.
6. Key Performance Indicators (KPIs)
Timely filing of statutory returns and forms.
Accuracy and completeness of records and registers.
Compliance audit results and observations.
Board and shareholder meeting efficiency and documentation quality.
Timely resolution of investor and shareholder issues.