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Manager - Secretarial

Manager - Secretarial

Thomas Cook India LimitedMumbai, Maharashtra, India
9 hours ago
Job description

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 and

responsibilities :

  • 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
  • members
  • 1. Must have completed professional CS qualification

    2. Minimul 3-4 years experience in a listed company post qualification

    3. Experience of independently managing compliances related SEBI LODR, RBI, FEMA, ROC Filing, ESOPS, CSR etc

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