Compliance Monitoring for Unlisted Companies • Monitor unlisted entities within the company’s portfolio to ensure they comply with regulatory thresholds, such as the appointment of independent directors, if the company’s capital exceeds specific limits. • Regularly review the Articles of Association (AOA) and Memorandum of Association (MOA) of unlisted subsidiaries to ensure they are up-to-date and in line with regulatory changes. • Support in the development of governance frameworks for unlisted entities, ensuring that appropriate corporate governance measures are in place, including the establishment of key committees. Subsidiary Governance and Committees • Ensure subsidiaries have the required governance committees in place, such as the Corporate Social Responsibility (CSR) Committee, and monitor their compliance with governance standards. • Oversee the appointment of members to key committees such as the Audit Committee and ensure adherence to corporate governance standards across unlisted entities. Internal Audit and Compliance • Oversee the appointment of internal auditors, ensuring proper approvals are obtained and the correct internal audit processes are in place. • Respond to queries related to the requirement for an internal auditor, ensuring compliance with corporate governance practices. • Conduct regular compliance checks and audits to ensure that all legal and regulatory filings for unlisted companies are accurate and timely. Appointment and CSR Compliance • Monitor the company’s capital and profits to assess whether it meets the criteria requiring the appointment of a Managing Director (MD) or full-time executive director, and handle any exceptions as per legal provisions. • Work with senior leadership to ensure any necessary appointments are made in compliance with the Companies Act and other regulatory requirements. • Track compliance with regulations concerning the appointment of women directors, ensuring companies that meet the capital or profit thresholds appoint a woman director to their board. • Coordinate with the Adani Foundation and other CSR partners to confirm contributions, ensuring they are in line with statutory obligations. • Ensure CSR contributions are accurately reflected in the Directors' Report. • Prepare and file the necessary CSR forms with the Registrar of Companies (ROC), ensuring timely and accurate submissions. Stakeholder Management • Ensure all company filings are publicly available and accessible to shareholders, ensuring transparency and proper communication in line with regulatory requirements. • Manage statutory reporting requirements for unlisted entities, including the preparation and submission of annual returns and financial statements. • Coordinate with legal teams to ensure all subsidiary entities comply with relevant laws, including the Companies Act, SEBI regulations, and other statutory bodies. • Provide guidance to the Board of Directors and senior management on matters related to corporate governance, legal compliance, and corporate strategy. • Advise on changes in governance and compliance regulations, ensuring the company's processes are updated in line with legal and regulatory developments. • Ensure that the unlisted companies have the balances in place, supporting their long-term sustainability and compliance with all relevant laws. Routine Documentation and Administrative Tasks • Accurately record and maintain minutes of board meetings, shareholders' meetings, and business meetings, ensuring that all decisions are properly documented and communicated. • Ensure the timely update of statutory registers, including the Register of Directors and Register of Members, ensuring proper maintenance and accuracy. • Provide Know Your Customer (KYC) documents when required, such as for the opening of bank accounts, and maintain records as needed for statutory purposes. • File necessary forms with the Registrar of Companies (ROC), ensuring compliance with both event-based and periodic filing requirements. • Manage shareholding changes, ensuring all necessary documentation, such as share transfer forms, is in place and all changes are communicated to the relevant stakeholders. • Provide periodic information to statutory auditors to support their reviews and ensure proper compliance with corporate governance standards. • Manage time and attendance signatures for directors and key personnel during board meetings or when required for statutory purposes. • Respond to emails and inquiries promptly, ensuring effective and timely communication with internal and external stakeholders. • Coordinate with practicing company secretaries for tasks that require collaboration and ensure efficient handling of all secretarial duties. • Handle director payments, ensuring timely and accurate processing, particularly for the second phase of the payment cycle. • Process payments for consultants, ensuring timely submission of invoices and proper approvals. Qualifications: Qualified Company Secretary (Associate or Fellow Member) Experience: Minimum 2 years in handling secretarial and governance responsibilities for unlisted entities.