Company Secretary

Job Description: Company Secretary (Senior) Wealthtech | HSR Layout - Bengaluru | 5–6 Years Post-Qualification | Reports to: Head of Finance, Legal & Compliance
About the Role
We are looking for a seasoned Company Secretary to lead the corporate secretarial, governance and regulatory compliance function of a fast-growing wealthtech company, covering the Companies Act, 2013, SEBI, RBI and other financial-sector regimes applicable to our group entities, and supporting fund raising, investor relations and transactions. The ideal candidate has handled complex multi-entity secretarial work, has worked closely with Boards, investors, regulators and auditors, can act as a trusted advisor to senior management, owns the compliance framework end to end, and can mentor junior team members.
Key Responsibilities
1. ROC / MCA & Companies Act Compliance
• Own all MCA/ROC filings and compliances across the group: AOC-4, MGT-7/7A, ADT-1, DIR-12, DIR-3 KYC, PAS- 3/4/5/6, SH-7/8/9, DPT-3, MSME-1, BEN-2, CHG-1, MR-1 and other annual and event-based forms.
• Handle changes in directors, KMPs, registered office, share capital, object clause, name and company status; maintain all statutory registers (physical and electronic), including the SBO register and disclosures.
• Ensure compliance with the Companies Act, 2013, Rules, Secretarial Standards (SS-1, SS-2) and MCA circulars, including RPTs, loans, investments and guarantees (Sections 185, 186, 188); handle compounding, adjudication and condonation matters.
2. Board, Shareholder Matters & Corporate Governance
• Plan the annual Board and Committee calendar (Audit, NRC, CSR, Risk, IT Strategy, etc. where applicable);
prepare notices, agendas, detailed notes, resolutions, minutes and circular resolutions per SS-1/SS-2; track and close action items.
• Manage AGM/EGM processes (notices, explanatory statements, scrutinizers, e-voting, post-meeting filings) and draft the Board's Report, Corporate Governance disclosures and Directors' Responsibility Statement.
• Advise the Board on director duties, independence, disclosures and conflicts of interest; support Board evaluation, director induction and appointments/retirements; maintain relationships with Independent and investor-nominee directors.
• Maintain governance policies (code of conduct, whistle-blower, RPT, conflict of interest, insider trading and trading window, etc.).
3. SEBI / RBI & Financial-Sector Regulatory Compliance
• Manage SEBI and RBI registrations, periodic returns, filings, disclosures, inspections and regulatory
correspondence for the group's regulated businesses; prepare responses to regulator queries and inspections.
• Track circulars, master directions and amendments, brief management on their impact, and coordinate with Compliance/Principal Officers and business heads to embed requirements in processes.
• Ensure FEMA/RBI compliance on FDI/ODI and reporting (FC-GPR, FC-TRS, FLA return, etc.); handle FCRA
registration, filings, renewals and reporting where applicable.
4. Fund Raise, ESOP & Share Issuance
• Manage equity and debt fund raises (private placements, preferential allotments, rights and bonus issues,
CCPS/CCDs/warrants, secondary transactions) end to end valuation, Board/shareholder approvals, offer letters, allotment, PAS-3 and other filings, certificates and registers; ensure FEMA pricing, sectoral cap and reporting compliance.
• Manage ESOP/ESPS schemes (design inputs, approvals, grants, vesting, exercise, lapse, allotment; SBEB
compliance where applicable).
• Maintain the cap table and share ledger and reconcile with registers and depository records; handle transfers, transmissions, buybacks, capital reduction, stamp duty and dematerialization.
5. Investor / PE / VC Documentation
• Coordinate drafting, review, negotiation and execution of term sheets, SSA/SHA, SPA, subscription agreements, side letters and amendments; amend MoA/AoA to reflect investor rights and handle related filings.
• Track compliance with investor rights, covenants, reserved matters, information and reporting obligations; maintain the CP/CS tracker; prepare investor MIS, compliance certificates and information packs; coordinate closing deliverables and post-closing compliance; support exits (secondary sales, buybacks, IPO readiness).
6. Due Diligence & Transaction Support
• Lead corporate and secretarial aspects of buy-side and sell-side due diligence; manage the VDR and respond to investor/acquirer queries; conduct periodic internal secretarial health checks and gap analyses and remediate non compliances.
• Support M&A and restructuring (mergers, demergers, slump sales, acquisitions, NCLT processes) and IPO- readiness (governance, policy frameworks, disclosures) where applicable.
7. Secretarial Audit & Internal Controls
• Coordinate the annual Secretarial Audit (MR-3) with the PCS and close observations; obtain Secretarial
Compliance Reports and compliance certificates where applicable; support statutory, internal and regulatory audits.
• Build internal controls, checklists and review mechanisms; prepare periodic compliance reports for the Board and Audit Committee.
8. Legal Coordination & Agreements
• Act as primary coordinator with external counsel for corporate, regulatory and transactional matters, including notices, legal correspondence and disputes.
• Coordinate preparation, review, execution, renewal and closure of company agreements (commercial, vendor, employment, NDA, partnership, distribution); maintain a centralised Agreement Tracker (execution, expiry, renewal, termination clauses, obligations); manage stamping, notarisation and registration, Powers of Attorney, authorised signatories and DoA matrices; support management on contractual, IP and data-privacy risk.
9. Compliance Framework & Regulatory Monitoring
• Own a group-wide Compliance Calendar for recurring and event-based obligations; keep evidence of all filings for audit and regulator review; implement compliance tools, trackers and dashboards.
• Monitor other applicable laws (Shops & Establishment, PF/ESI, labour, DPDP Act, IT Act, PMLA) with HR, Finance and Legal; track regulatory developments and advise management proactively.
Candidate Profile
Must-have
• Qualified Company Secretary with 5–6 years of post-qualification experience; strong expertise in the Companies Act, 2013, ROC/MCA filings, SS-1/SS-2 and Board/General Meeting processes.
• Proven experience in fund raise, share issuances and ESOP administration, and in investor documentation (SHA, SSA) and PE/VC closings.
• Experience with SEBI and/or RBI compliance in a regulated financial-services setup (AMC, wealth management, broking, NBFC, fintech or similar); working knowledge of FEMA/FDI.
• Experience supporting due diligence, secretarial audits and regulatory inspections; strong drafting, analytical and documentation skills.
• Able to independently manage multi-entity compliance and deadlines; excellent communication and stakeholder management with senior management, investors, regulators and professionals; proficient in MS Office / Google Workspace and compliance tools.
Good-to-have:
Wealthtech / fintech / AMC / PMS / AIF / broking experience; exposure to MF, PMS, AIF or broking regulations; FCRA experience; IPO, M&A or restructuring exposure; LLB or additional law/finance qualification; cap-table and entity-management software.
Key competencies:
Regulatory and governance expertise • Ownership and independence • Attention to detail •
Commercial judgment • Confidentiality and integrity • Leadership and mentoring • Follow-up and cross-functional coordination

Work arrangement
No