General Manager - Secretarial - Infra

Responsibilities:

In Brief:

1. To support the Group CS in discharging the Secretarial functions for Two Equity Listed Companies;

2. To take ownership of regular & event based Compliances under SEBI Listing Regulations, Insider Trading Regulations, Takeover Code & SEBI ICDR;

3. Handle Fund Raising initiatives such as QIP, Preferential Issues + Merger of Listed Companies etc.,

4. Managing Joint Venture relationships & covenants;

5. Oversee the Secretarial function of about 6 unlisted subsidiaries;

6. Furnishing Internal Opinions on matters related to Companies Act, 2013 & SEBI Regulations;

7. Engage in & provide resolution to inter-company transactions within the Group.

8. Track industry trends & benchmark Group Corporate Governance aspects accordingly.

In Detail:

- Board and Committee Meetings

- Finalisation of agenda and minutes of Board Committees Meetings for 2 listed Companies with the assistance of team members.

- Preparation of summary of major transaction approved by the Board/ Audit Committee of all the subsidiaries Company and coordinating with subsidiaries to analyse the transactions for briefing the Board/ Audit Committee

- Coordinating with various departments for Action taken report and agenda items.

- Reviewing the agenda and Minutes of unlisted subsidiary.

Annual Report and General Meeting:

- Preparation of Notice, Board's Report and Corporate Governance Report.

- Coordinating and Collating of the information from various stakeholder for preparation of Management Discussion and Analysis Report, Business Responsibility

- Report/ Business Responsibility & Sustainability report for 2 listed company ;

- Coordination with printer for printing of Annual Reports;

- Response to the shareholders' queries

- conducting of Listed Company AGMs / EGMs

- Passing of resolution through Postal Ballot for urgent matters requiring approval of shareholders

- Finalizing postal ballot Notice as and when required

- Finalizing printer and coordination for printing purposes;

- Circulation of the postal ballot notice to the shareholders and the stock exchanges Statutory and Regulatory Compliances of Companies Act, Listing / SEBI Regulations)

- Ensuring the Overall compliances under the Companies Act, 2013 for listed and unlisted companies including overseeing of various forms and returns to be filed with MCA

- Ensuring the Listing Compliances under SEBI LODR, 2015

- Compliances under SEBI (SAST) Regulations;

- Ensuring Insider Trading Regulation- Maintenance of structural data and other details for compliances of PIT Regulation, Annual disclosures from Designated persons, providing pre clearance for shares trading by promoter/ DP, Monitoring of shares Trading by promoters/ DP

- Ensuring that the company complies with all the applicable laws and policies framed/ approved by the Board.

- Maintaining Statutory Records and providing Secretarial support

- Ensuring updation of the various statutory registers as required under the Companies Act.

- Updating and maintaining the statutory records and providing the required documents and information to Business Development, Bidding, Finance and other teams of the organization as per requirements.

- Fund raising activities and Corporate Restructuring

- Charge Management, Loan covenants review and monitoring, correspondences and providing of necessary secretarial support/information as required by the finance team, including resolutions and other documents.

- In depth knowledge of Companies Act and SEBI laws on preferential, rights issue and Bonus issue.

- Ability to analyse various funds raising options for listed and unlisted company

- Due diligence

- Handling of Merger and Demerger

- Coordinating with stock exchanges and Depositories for listing of new securities

Stakeholder Management:

- Dealing with Registrar & Share Transfer Agenda (RTA) for corporate actions, shareholders' complaints or requests;

- Dealing with NSDL/ CDSL;

- Coordination with the Independent directors and their inductions;

- Responding to complaints lodged in SEBI Complaints Redress System (SCORES);

- Updating information on Website and its monitoring; Monitor and update various Corporate Law Amendments & Developments

- Continuously track and monitor any changes to the Companies Act, SEBI LODR, other SEBI Regulations and RBI Regulations, which are applicable to the affairs of the Company. Gather the update and information and disseminate to the concerned in the organization for proper compliances and execution of the same.

- Monitoring of the RPT Transaction of GPUIL and its subsidiaries, Loan and

Investment Monitoring;

- Determination of Related Parties (RPs) of Company & its subsidiaries

- Monitoring of RPTs of Company and subsidiaries, requiring approval of Audit Committee, shareholders.

Others:

- Formulation of Policies as prescribed under Companies Act, SEBI LODR, SEBI PIT Regulations and SEBI SAST Regulations and their regular compliances