Company Secretary

Job Description:

The incumbent will carry out the secretarial, corporate governance, and compliance functions as the Company Secretary of GHRL, as well as the secretarial, corporate governance, and compliance functions for GHASL, GHAL (100% subsidiaries of GMR Hyderabad International Airport Limited - GHIAL). Additionally, the role will have supervisory oversight on secretarial, corporate governance, and compliance for EGLPPL (a 30% JV of GHAL) and LAqshya Hyderabad Airport Media Private Limited (a JV of GHIAL), under the guidance of the GHIAL Company Secretary.

Key Responsibilities:

Pre-Board Meeting Works:

• Convening Board meetings (preparation of agenda, arranging logistics for Directors, coordinating with teams for data presentation).
• Preparing secretarial presentation for the meeting and uploading the agenda on DESS (Digital Executive Support System).
• Advising Directors on Company Law and Strategic matters.

Post-Board Meeting Works:

• Drafting and circulating minutes of the meeting.
• Disseminating Action Taken Reports (ATR) and ensuring necessary ROC filings and updating of statutory registers.

Convening General Meetings (AGMs/EGMs):

• Organizing and managing General Meetings of the members either physically or through VC/OAVM (Other Audio-Visual Means).

Circular Resolutions:

• Preparation and circulation of circular resolutions.

Filing of E-Forms/Applications:

• Filing of necessary corporate action documents with the MCA, including annual filings and event-based filings.

Shareholders Agreement (SHA) and JV Agreements:

• Reviewing agreements such as Shareholders Agreement (SHA), Share Subscription Agreement (SSA), and Compulsorily Convertible Debenture (CCD) Agreement with JV partners.
• Advising GMR Management/JV Partner on the implementation and best practices of the GMR Group for JVs.

Statutory Records and Registers:

• Maintaining statutory records and registers as per statutory requirements.

Coordination with Audit Teams:

• Coordinating and liaising with the Internal Audit Team and Due Diligence Team on secretarial matters.
• Coordinating with statutory and secretarial auditors.

Annual Board Evaluation Process:

• Conducting the Annual Board Evaluation process using online DESS Digital Board Room Software, compiling results, and presenting to the Board.

Secretarial Standards Compliance:

• Ensuring compliance with applicable secretarial standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Periodical Information Sharing:

• Sharing periodical information with the Corporate Secretarial Department, GMR Group.

Annual Report Preparation:

• Preparation and finalization of the Company's Annual Report.

Share Transfers:

• Handling share transfers in both physical and demat modes.

Financing and Refinancing Support:

• Providing secretarial support for the financing and refinancing of the company's projects.

Fund-Raising Due Diligence Support:

• Coordinating and providing secretarial support in the due diligence process for fund-raising activities.

Compliance Tracking:

• Updating and tracking the status of compliance in the Legatrix Reporting Tool for all companies.

Digitalization Initiatives:

• Effectively using GMR Group's digitalization tools (DESS, common document repository, etc.).

Legal Entity Identifier (LEI):

• Obtaining and renewing the Legal Entity Identifier (LEI) code for the companies.

Handling Securities Admission:

• Handling the admission of securities in the depository system.

Dematerialization/Rematerialization of Shares:

• Managing the dematerialization/rematerialization process for shares of the company.

Bank Account Authorization:

• Arranging letters of authorization for opening and operating bank accounts.

Induction Program for Directors:

• Arranging the familiarization (induction) program for newly inducted directors.

Approvals from Authorities:

• Obtaining approvals from the Board, General Meetings, Government, and other authorities as required under provisions of the Companies Act, 2013 and other statutes (FEMA, etc.).

Other Assignments:

• Preparing a Board Meetings Calendar for GHIAL's subsidiaries & JVs.
• Supporting coordination for GHIAL's Board meetings.
• Preparing and reviewing draft GMR Group's Secretarial Standard Practices (SSPs).
• Ensuring compliance with Insider Trading prevention regulations for GHIAL.

General Responsibilities:

• Reporting to the Board on compliance with provisions of the Companies Act, 2013 and associated rules.
• Discharging duties specified under the Companies Act, 2013 or applicable rules.
• Attending seminars/study circle meetings of ICSI for ongoing knowledge development.
• Monitoring changes in relevant legislation and regulatory environments and taking appropriate actions.
• Performing additional duties as assigned by the Board/Management from time to time.

Future Obligations:

• Managing the takeover of EGLPPL.
• Facilitating the hive-off of Hyderabad Duty Free as a business unit, to be merged with GIL.

Digitization:

• Digitizing and updating secretarial records, ensuring the preservation of records on the server for easy accessibility (aligned with GMR Group's 5S initiative).

Skills Required
Annual Board Evaluation Process, Annual Report of the Company, Post Board Meeting, Pre-Board Meeting