Company Secretary (NBFC)

Key Responsibilities

1. RBI Compliance & NBFC Regulatory Work

Ensure compliance with RBI regulations applicable to NBFCs.

Handle filing of RBI returns including:

NBS-1

NBS-2

NBS-4

DNBS Returns

Monitor and maintain:

Net Owned Fund (NOF) compliance

Capital Adequacy Ratio (CRAR)

Ensure compliance with:

Fair Practices Code

RBI circulars and guidelines

Assist during RBI inspections and audits.

Coordinate and liaise with RBI officials.

2. Companies Act Compliance

Conduct:

Board Meetings

General Meetings

Committee Meetings

Prepare:

Notices

Agendas

Minutes

Board Resolutions

Handle ROC filings including:

AOC-4

MGT-7

DIR-12

PAS-3

SH-7

Maintain statutory registers:

Register of Members

Register of Directors

Register of Charges

Ensure compliance under the Companies Act, 2013.

3. Corporate Governance

Advise management and board members on governance matters.

Ensure compliance with Secretarial Standards (SS-1 & SS-2).

Draft and implement company policies including:

Risk Management Policy

Loan Policy

Fair Practice Code

KYC Policy

Related Party Transaction Policy

Maintain and monitor the compliance calendar.

4. Compliance Management

Ensure compliance under:

RBI Act, 1934

Companies Act, 2013

FEMA (if applicable)

SEBI Regulations (if listed NBFC)

Prevention of Money Laundering Act (PMLA)

Maintain compliance checklists and documentation.

Conduct periodic compliance audits.

5. Secretarial Audit & Due Diligence

Coordinate with Secretarial Auditors.

Prepare Secretarial Audit Reports.

Handle due diligence activities related to:

Investors

Loans

Mergers & Acquisitions

6. Board & Committee Management

Organize meetings for:

Board of Directors

Audit Committee

Risk Management Committee

Nomination & Remuneration Committee

Draft meeting resolutions and maintain minutes books.

Ensure timely circulation of board materials and action tracking.

7. Loan & Legal Documentation (NBFC-Specific)

Draft and review:

Loan Agreements

Hypothecation Agreements

Security Documents

Handle charge creation and modification filings:

CHG-1

CHG-4

Ensure proper documentation for lending activities.

8. KYC & AML Compliance

Monitor KYC compliance processes.

Ensure Anti-Money Laundering (AML) procedures are implemented.

Supervise Customer Due Diligence (CDD) activities.

9. Liaison & Coordination

Coordinate with:

RBI

ROC

Banks

Auditors

Legal Consultants

Regulatory Authorities

10. Other Responsibilities

Maintain statutory and compliance records.

Draft Annual Reports.

Handle investor communication (if applicable).

Ensure CSR compliance and reporting (if applicable).

Educational Qualification

Qualified Company Secretary (CS) – Mandatory

LLB / Finance qualification will be an added advantage

Experience Required

Experience in NBFC compliance and secretarial functions preferred

Strong exposure to RBI regulations and Companies Act compliance

Experience handling board processes and regulatory filings

Key Skills

RBI Compliance & NBFC Regulations

Corporate Governance

Secretarial Compliance

ROC & RBI Filings

Board Meeting Management

Legal Documentation

KYC & AML Compliance

Due Diligence & Secretarial Audit

Drafting & Documentation Skills

Regulatory Liaison Management

Personal Attributes

Strong analytical and compliance-oriented mindset

High attention to detail and accuracy

Excellent organizational and documentation skills

Strong communication and stakeholder management abilities

Ability to handle confidential information professionally

Key Performance Indicators (KPIs)

Timely regulatory and statutory filings

Compliance audit scores

Zero non-compliance observations

Accuracy of documentation and records

Successful handling of RBI/ROC inspections and audits

Effective board and committee management