Head- Company Secretary- Group Corporate Secretarial (FMCG), Bangalore

Job Description:

Job Title: Head- Company Secretary – Group Corporate Secretarial
Reporting to- Group CFO
Location- Bangalore BO

Role Summary:

We are seeking an experienced and highly accomplished Company Secretary to lead the Group Corporate Secretarial function for India and overseas entities. The role requires deep expertise in corporate laws, FEMA, governance frameworks, restructuring, mergers & acquisitions, and board management across multinational operations.

The incumbent will act as a strategic advisor to the Board, senior leadership, and business teams while ensuring best-in-class corporate governance and regulatory compliance across the Group.

Key Responsibilities

Corporate Governance and Secretarial Compliance

 Lead and manage the corporate secretarial and governance function for all entities across India and international jurisdictions.
 Ensure compliance with the Companies Act 2013, FEMA regulations, RBI guidelines, SEBI regulations (where applicable), and other corporate/statutory laws.
 Oversee all secretarial compliances for subsidiaries, joint ventures, branch offices, and liaison offices globally.
 Advise the Board and senior management on governance, regulatory developments, and compliance risks.
 Ensure implementation of robust governance frameworks, policies, delegation matrices, and internal controls.

Board and Committee Management

 Organize and manage Board Meetings, Committee Meetings, Annual General Meetings, and Extraordinary General Meetings for the Company and its subsidiaries.

 Prepare and circulate agendas, notes, resolutions, minutes, and action trackers in compliance with statutory timelines.
 Drive Board governance processes and maintain statutory registers, records, and documentation.
 Effectively engage with Directors, Independent Directors, senior leadership, auditors, regulators, and external advisors.

Corporate Restructuring, M and A and Strategic Transactions

 Lead secretarial support for mergers, acquisitions, divestitures, restructuring, and strategic transactions.
 Independently manage pre- and post-merger compliances including NCLT petitions, filings, hearings, and implementation.
 Handle incorporation, restructuring, liquidation, winding up, and closure of entities in India and overseas jurisdictions.
 Support due diligence exercises, transaction documentation, and regulatory approvals.

FEMA, RBI and International Compliance

 Manage FEMA and RBI compliances including ODI, FDI, FC-GPR, FC-TRS, ECB, APR filings, and related regulatory submissions.
 Provide strategic guidance on cross-border investments, overseas subsidiaries, treasury-related governance, and exchange control matters.
 Ensure compliance with Economic Substance Regulations and related overseas governance requirements.

Regulatory and Stakeholder Management

 Liaise with MCA, RBI, NCLT, ROC, statutory authorities, consultants, and regulatory agencies.
 Coordinate with Secretarial Auditors, Statutory Auditors, Internal Auditors, and legal advisors to ensure timely closure of audit observations and compliance actions. 
 Monitor regulatory developments and proactively assess their impact on the organization.

Corporate Policies, Delegation and Documentation

 Draft and review Board resolutions, powers of attorney, authorization letters, governance policies, and related corporate documentation.
 Drive standardization and digitization of secretarial processes and records management.

CSR, Insurance and Risk Governance

 Support governance and compliance relating to Corporate Social Responsibility 
(CSR) activities and Board CSR Committee requirements.
 Oversee Directors’ & Officers’ (D&O) Liability Insurance and related governance matters.
 Contribute to enterprise risk governance initiatives from a regulatory and compliance perspective.

Leadership and Collaboration

 Lead and mentor a team of Company Secretaries and governance professionals.
 Collaborate closely with Finance, Tax, Treasury, Legal, HR, Internal Audit, and business leadership teams globally.
 Build a high-performance compliance culture across the organization.

Desired Candidate Profile

 15+ years of relevant experience in corporate secretarial, governance, and regulatory compliance functions, preferably in a large multinational organization.
 Additional qualifications such as LLB, CA, CMA, MBA, or certifications in corporate governance/compliance will be an advantage.
 Strong preference for leaders who have worked and thrived in globally respected “A-list” organizations known for operational excellence.
 Associate Member (ACS) or Fellow Member (FCS) of the Institute of Company Secretaries of India (ICSI).
 Strong exposure to global entity management, FEMA, M&A transactions, NCLT matters, and cross-border restructuring.

 Experience working with diversified business groups and multiple international jurisdictions preferred.
 Proven experience in managing senior stakeholder relationships and Board interactions.

Technical Knowledge & Skills

 Strong knowledge of:
o Companies Act, 2013
o FEMA & RBI Regulations
o Corporate Governance Practices
o Secretarial Standards
o Corporate restructuring and M&A governance
 Strong project management and stakeholder management capabilities.
 High level of integrity, discretion, and professional judgment.

Leadership Competencies

 Strong executive presence with the ability to influence Boards, CXOs, and senior business leaders.
 Strategic thinker with strong commercial orientation and enterprise mindset.
 Demonstrates high ownership and accountability; proactively drives outcomes
 Ability to balance governance, compliance, and business enablement in a dynamic environment.

Please note: We are working 5.5 days from Office