Manager - Secretarial

Please find the JD.Role - Manager- Secretrial.A.Running of the Board and Board Committees:- Ensuring the smooth running of the Board’s activities by helping the Chairman/Senior - Management to set agendas, preparing papers and presenting papers to the Board. - Advising on Board procedures and ensuring the Board follows them. Ensuring all - meetings are minuted and that the minutes accurately reflect the views of the Board. - Ensuring that all Board committees are properly constituted and provided with clear - terms of reference. Attending Board, committee meetings at the request of the Chairman - of the committee and taking minutes of such meetings. - To advise Chairman, non-executive Directors and executive Directors on points that may - concern them and assisting in managing diƯicult inter-personal issues on the Board. - To act as a primary point of contact and source of advice and guidance for Directors as - regards the Company and its activities in order to support the decision-making process. - This will apply particularly to non-executive Directors. - To act as an additional enquiring voice in relation to Board decisions which particularly - a Ưect the Company, drawing on his experience and knowledge of the practical aspects - of management including law, tax and business finance and to act as the ‘Conscience of - the Company’.To induct new Directors into the business and give guidance on their roles andresponsibilities:- Corporate Governance and related matters - Keeping under close review all legislative, regulatory and corporate governance - developments that might aƯect the Company’s operations, and ensuring the Board is - fully briefed on these and that it has regard to them when taking decisions. - Ensuring that the concept of stakeholders is in the Board’s mind when important and - business decisions are being taken. In conjunction with the Chief Executive monitoring - developments on Corporate Social Responsibility and advising the Board in relation to its - policy and practices with regard to Corporate Social Responsibility and its reporting on - the matter. - Managing relations with investors, particularly institutional investors, with regard to - corporate governance issues and the Board’s practices in relation to corporate - governance.Listing Rules and Regulatory Matters:- To ensure, where applicable, that the standards and / or disclosures required by the UK - Corporate Governance Code to the extant applicable as per SEBI Listing Regulations are - observed and, where required, reflected in the Annual Report of the company. - To ensure compliance with the continuing obligations of the Listing Rules e.g. ensuring - publications and dissemination of Report and Accounts and interim report within the - periods laid down in the Listing Rules; dissemination of Regulatory News - Announcements such as Trading Statements to the market; ensuring that proper - notification is made of Directors’ dealings and the acquisition of interest in the - Company’s incentive arrangements. - As regards oƯences under the laws applicable, ensuring that the Board is fully aware of - its responsibility to ensure that it does not mislead the market by putting out or allowing - the release of misleading information about its financial performance or trading - condition, or by omitting to state information which it should state, or by engaging in a - course of conduct which could amount to misleading the market.Statutory Records:- Ensuring compliance with all statutory filings, , Annual Returns, filing of resolutions - adopted at Annual General Meetings / new Articles of Association and any other filings - required to be made with MCA. - Ensuring that the Company complies with its Memorandum and Articles of Association - and, drafting and incorporating amendments in accordance with correct procedures. - To ensure the correct implementation of proper authorized changes in the structure of - the Company’s share capital and Debt related information. - Implementing and administering directors’ and employees stock options schemes. - Ensuring that procedures are in place for the correct administration of subsidiary - companies and the maintenance of the Group’s structure. Annual Report and AGM - Co-ordinating the publication and distribution of the Company’s annual report and - accounts and interim statements, in consultation with the Company’s internal and - external advisers. Making arrangements for and managing the process of the Annual - General meeting and establishing, with the Board’s agreement, the items to be - considered at the AGM, including resolutions dealing with governance – type matters. - With the Company’s registrars ensuring that proxy forms are processed, and voting - carried out accurately. Registrars and Shareholder Communications etc. - In conjunction with the Company’s registrars to maintain the Company’s register of - members; dealing with transfers and other matters aƯecting shareholdings; dealing with - queries and requests from shareholders. - To oversee communications with shareholders including – arranging payment of - dividends and interest; issuing documentation regarding rights issues and capitalization - issues; maintaining good general shareholder relations; maintaining good relations with - institutional shareholders and their investment committees. - In conjunction with the Company’s brokers to monitor movements on the register of - members1. Must have completed professional CS qualification2. Minimul 3-4 years experience in a listed company post qualification3. Experience of independently managing compliances related SEBI LODR, RBI, FEMA, ROC Filing, ESOPS, CSR etc

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