Legal & Compliance, Secretarial, ~


Job ID: VVB111645

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8.00 - 15.00 Years

Company Profile:

The Union Cabinet chaired by honourable Prime Minister Shree Narendra Modi had approved the National Highways Authority of India (NHAI) to set-up Infrastructure Investment Trust(s) (InvIT) in December 2019. This is the first InvIT sponsored by Government of India and Semi-Government entities as a primary objective to attract investments for the Infrastructure projects. The idea is to set up a competent entity of experts that can professionally run the Infrastructure Trust to mobilize resources from the market for monetizing completed highway projects of NHAI. As part of launching the InVIT, NHAI has hired Suresh Goyal, former India Head & Senior Managing Director, Macquarie Infrastructure and Real Assets - MIRA (India) as the MD & CEO of the upcoming InvIT. Besides Mr Suresh Goyal, the newly set up board consists of B Sriram, (former Managing Director & CEO of IDBI Bank) as chairman, Shailendra N Roy (former director at L&T Group) and MP Sharma as independent directors.

Job Profile:

Act as Designated Company Secretary of the entire platform

Board Management :

  • In order to enable the effective running of the Board of Directors and Board Committees, the Company Secretary will:
  • Devise and ensure that Procedures for the Conduct of Board Business are complied with;
  • Manage business arrangements in support of the effective operation of the Board of Directors and ensure good information flows into the Board, and between the Board and its appointed Committees;
  • Attend Executive Management Team meetings to ensure congruence between the business of the Executive Management Team and the business of the Trust Board of Directors;
  • Bring to the attention of the Board of Directors or Executive Management Team any areas of unmanaged risk, or unique risks that are not otherwise addressed;
  • Ensure that appropriate arrangements are made for the planning and production of agendas, reports and the subsequent minutes for meetings of the Board;
  • Ensure that a Board Strategic Cycle and Board Forward Plan for the business of the Trust Board is maintained and guides the business of the Board;
  • Provide appropriate legal advice to the Board and Directors on the content and implications of Board reports;
  • Act as Budget Holder for the Board, including the delegated budget for corporate registrations, memberships and subscriptions as well as hire of premises, refreshments, printing and stationery in relation to Board activities;
  • Ensure that arrangements are in place for any payments due to service users or carers who attend meetings of the Trust Board.

Corporate Secretarial Services :

  • Promotion, formation and incorporation of companies and matters related therewith
  • Filing, registering any document including forms, returns and applications by and on behalf of the company as an authorized representative
  • Maintenance of secretarial records, statutory books and registers
  • Arranging board/committee/general meetings and preparing of Agenda/Board papers for the said meeting and minutes thereof of the Company and various other Group companies
  • All work relating to shares and their transfer and transmission
  • Handling various compliances under the Companies Act, 2013 and the Secretarial Standards as may be notified by the Central Government for the company and other Group companies
  • Preparation of Annual Reports, Directors Report along with the requisite annexures, CSR Report, etc.
  • Drafting of various policies – like CSR Policy, Vigil mechanism policy, Anti-sexual harassment policy, etc.
  • Arranging registrations/licenses for the Company under the various laws applicable to the Company

Corporate Governance :

  • Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made there under
  • Provide advice on all corporate governance matters to the Board and the Chairman and to monitor the Trust’s compliance which might impact the Trust to ensure that the Board is fully briefed on these matters and has regard to them when taking decisions
  • To establish arrangements for sound corporate governance, including the Trust’s governance rationale and associated governance framework and provisions to ensure compliance with the Establishment Order, Foundation Trust Constitution, Terms of Authorisation, Standing Orders and other terms of reference
  • Ensure that the Trust remains compliant with applicable standards of corporate governance and has the necessary infrastructure to support the governance rationale and governance framework

Conversant or experienced on compliances and procedural aspects, particularly under :

  • Ensure compliance of applicable regulations, primarily SEBI LODR Regulations & SEBI (Prohibition of Insider Trading Regulations)
  • Exposure in managing listing secretarial compliances will be preferred. Ensure Listed Company requirements including convening of AGM, payment of dividends, approvals through postal ballot, if any; periodic disclosure to exchanges;
  • Ensure Compliances under Companies Act, 2013
  • Ensure RBI Filing and compliance relating to investment in offshore subsidiaries including periodical filing of Annual performance report and returns
  • Effective implementation of Prohibition Insider Trading process and controls, including periodical review of designated persons, monitoring the Company’s employee dealing software and approvals made thereunder and guiding the management on SEBI regulations on same;
  • SEBI Act, SCRA and rules and regulations made there under
  • Foreign Exchange Management Act
  • Consumer Protection Act
  • Depositories Act
  • Environment and Pollution Control Laws
  • Labor and Industrial Laws
  • Mergers and Amalgamations and Strategic Alliances, Foreign Collaborations and Joint Ventures
  • IPR Protection, Management, Valuation and Audit

Representing on behalf of a company and other persons before : Registrar of Companies and Regional Directors, External inspectors, auditors and regulators

Public Issue, Listing and Securities Management :

  • Associated with the issue of shares and other securities
  • Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managers
  • Loan Documentation, registration of charges, status and search reports
  • Listing of securities/delisting of securities with recognized stock exchange
  • Private placement of shares and other securities
  • Buy-back of shares and other securities

Candidate Profile:

Personal Qualities :

  • Sufficient resilience to cope with difficult interpersonal situations, competing demands and tight timescales
  • Exceptional communication skills, able to express complicated, multi-stranded concepts in an accessible way, both verbally and in writing
  • Ability, sensitivity and political judgement to be able to represent the Trust and Board in a diversity of settings, including with front line staff, service user and care groups
  • High level influencing, negotiation and presentation skills – confident in ability to present information publicly using a variety of media in different settings including emotionally charged atmospheres
  • Can demonstrate skills in developing communication strategy for internal and external communication with staff, users/carers/partner agencies and local communities
  • Able to organise, write and present formal reports to the Board on highly complex legal and regulatory matters
  • Able to present and explain highly complex and occasionally conflicting policy matters the Board and Senior Managers through a variety of means including oral presentation, written briefing, intranet guides, etc.
  • Demonstrates the ability to persuade Directors and very senior managers to follow appropriate policies, procedures, protocols and guidance
  • Strong people management skills, and ability to deliver personally, and ensure cascading of appraisal, supervision, staff support and attendance management

Educational / Academic qualifications :

  • Member of the Institute of Chartered Secretaries and Administrators