Role & responsibilities

We are seeking a qualified and experienced Company Secretary to oversee corporate governance, regulatory compliance, and secretarial functions, specifically within the NBFC framework. The candidate should have strong exposure to issuance, compliance, and management of Non-Convertible Debentures (NCDs), along with a sound understanding of RBI and SEBI regulations.

Key Responsibilities:

1. Corporate Secretarial & Compliance

• Ensure compliance with the Companies Act, 2013 and applicable rules.
• Manage Board Meetings, Committee Meetings, and General Meetings (AGM/EGM).
• Draft and maintain minutes, resolutions, and statutory registers.
• Filing of returns and forms with ROC/MCA.

2. NBFC Regulatory Compliance

• Ensure end-to-end compliance with the regulatory framework prescribed by the Reserve Bank of India for Non-Banking Financial Companies (NBFCs), including applicable Master Directions, circulars, and notifications issued from time to time.
• Monitor and ensure compliance with the RBI Master Direction Non-Banking Financial Company Systemically Important Non-Deposit taking Company and Deposit taking Company Directions, 2016 and other relevant guidelines applicable to the category of NBFC.
• Preparation, verification, and timely filing of periodic returns including but not limited to:
• NBS-1, NBS-2, NBS-3, NBS-4(as applicable)
• Monthly/Quarterly/Annual returns through RBI COSMOS portal
• Statutory Auditor Certificates and Compliance Certificates
• Ensure compliance with Fair Practices Code (FPC), KYC/AML guidelines under Prevention of Money Laundering Act, 2002, and customer due diligence norms, including periodic updation and internal audits.
• Monitor compliance with Prudential Norms, including:
• Income Recognition, Asset Classification (IRAC) norms
• Provisioning requirements
• Capital Adequacy Ratio (CRAR)/ Net Owned Funds (NOF)
• Exposure norms and concentration limits
• Ensure adherence to Corporate Governance Guidelines issued by RBI, including:
• Fit and Proper Criteria for Directors
• Board composition and committee structure
• Rotation of auditors and compliance with audit requirements
• Oversee compliance related to Deposit Acceptance (if applicable) including:
• Compliance with deposit-related directions
• Maintenance of liquid assets
• Submission of returns and disclosures
• Handle RBI inspections, audits, and supervisory queries, including preparation of responses, submission of documents, and implementation of corrective actions.
• Ensure compliance with Outsourcing Guidelines issued by RBI for financial services, including risk assessment and vendor monitoring.
• Monitor compliance with Information Technology (IT) and Cyber Security Framework for NBFCs, including reporting of cyber incidents and implementation of security controls.
• Ensure adherence to Scale Based Regulation (SBR) framework, wherever applicable, including classification of NBFC layer and corresponding compliance requirements.
• Maintain updated compliance tracker for all RBI regulations and ensure timely implementation of new circulars, notifications, and regulatory changes.

3. NCD (Non-Convertible Debentures) Management

• Manage end-to-end process of NCD issuance (private placement/public issue).
• Draft and review offer documents, debenture trust deeds, and agreements.
• Liaise with Debenture Trustees, Credit Rating Agencies, and Depositories.
• Ensure compliance with SEBI (Issue and Listing of Non-Convertible Securities) Regulations.
• Monitor interest payments, redemption schedules, and covenant compliance.

4. SEBI & Listing Compliance (if applicable)

• Ensure compliance with SEBI (LODR) Regulations for listed NCDs.
• Coordinate with Stock Exchanges (NSE/BSE) for filings and disclosures.

Preferred candidate profile

• Having Knowledge of RBI Compliances for NBFC
• Expereince in NBFC