Manager-Company Secretary

Position Title

Manager- Secretarial (Finance & Accounting)

Job  Code

LF

Job Description Author

         Sector

Airport Land Development (“ALD” - Airports Sector)

    Business / Function

1. Secretarial, Corporate Governance and Compliance functions of GMR Hospitality And Retail Limited (GHRL), a Wholly Owned Subsidiary of GMR Hyderabad International Airport Limited (GHIAL). GHRL has two divisions - Novotel) and Hyderabad Duty-Free.

2. Secretarial, Corporate Governance and Compliance functions of other ALD Companies situated in Rajiv Gandhi International Airport (RGIA) viz;

1. GMR Hyderabad Aerotropolis Limited (GHAL);

2. GMR Hyderabad Aviation SEZ Limited (GHASL);

3. * ESR GMR Logistics Park Limited (EGLPPL); and

4. * Laqshya Hyderabad Airport Media Private Limited (LHAMPL)].

* Supervisory oversight on Secretarial, Corporate Governance and Compliance functions of these entities.

Department / Sub Department

Secretarial (Finance & Accounting)

 Designation

Manager

Job  Responsibility Level

LF

Location

Hyderabad

          Date

19.11.2024

Carrying out the secretarial, corporate governance and compliance functions as the Company Secretary of GHRL; and secretarial, corporate governance and compliance functions of  GHASL,  GHAL - (all 100% Subsidiaries of GMR Hyderabad International Airport Limited (GHIAL).

Supervisory oversight on the secretarial , corporate Governance and compliance of EGLPPL (a 30% JV of GHAL) and LAqshya Hyderabad Airport Media Private Limited (A JV of GHIAL) (und  Under the supervision and guidance of GHIAL Company Secretary), which includes:

1. Pre-Board Meeting works - Convening of Board Meetings (Preparation of Agenda, Arrangement of Logistics for Directors (in case of physical meetings), co-ordination with other Teams for data to be presented at the Board meeting; preparation of Secretarial Presentation to be displayed at the Meeting, uploading Agenda on DESS; advising Directors on Company Law / Strategic Matters;

2. Post Board Meeting works (Drafting and circulating of minutes of meeting, dissemination of ATR points, necessary ROC filing and updating of Statutory Registers);

3. Convening of General Meetings (AGMs / EGMs) of the members either physically or through VC / OAVM (other audio-visual means);

4. Preparation and circulation of circular resolutions;

5. Filing of e-forms / applications with the MCA with respect to necessary Corporate Actions (Annual filings and event-based filings);

6. Going through Shareholders Agreement (SHA) / Share Subscription Agreement (SSA) / Compulsorily Convertible Debenture (CCD) Agreement entered into with the JV Partner and advising GMR Management / JV Partner for its implementation and advising JV’s Company Secretary for implementation of the best practices of GMR Group in JVC;

7. Maintaining Statutory Records and Statutory Registers as per the Statute;

8. Coordinating and Liaising with Internal Audit Team and Due Diligence Team in relation to Secretarial Matters;

9. Coordinating with Statutory and Secretarial Auditors;

10. Conducting the Annual Board Evaluation Process (circulating questionnaires for evaluation and collection of results and presenting the same to the Board) through online DESS Digital Board Room Software; compiling and making presentation for the Board;

11. Ensuring the Compliances of applicable secretarial standards (SS-1 & SS-2) issued by the Institute Company Secretaries of India (The ICSI);

12. Providing and sharing of periodical information to the Corporate Secretarial Department, GMR Group;

13. Preparation and finalization of Annual Report of the Company;

14. Handling share transfers of the Company (both in physical and demat mode);

15. Coordinating and providing secretarial support for the financing and refinancing of the projects of the Companies;

16. Coordinating and providing secretarial support in the due diligence process of fund-raising plans of the parent company(ies);

17. Undertaking and updating status of Compliances in Legatrix Reporting Tool for all the Companies;

18. Effectively using all digitalisation initiatives of GMR group (DESS Digital Meetings, common repository of all docs, etc.);

19. Obtaining Legal Entity Identifier (LEI) Code for the Companies and renewing the same;

20. Handling admission of securities in depository system;

21. Dematerialization / rematerialization of shares of the Company;

22. Arranging letters of authorization for opening and operation of Bank accounts;

23. Arranging the familiarization programme (induction programme) for newly inducted directors;

24. Obtaining approvals from the Board, General Meetings, the government and such other authorities as required under the provisions of the Companies Act, 2013 / other Statutes (FEMA etc).

25. Other Assignments:

1. Preparation of Board Meetings Calendar for GHIAL’s Subsidiaries & JVs;

2. Providing support / co-ordination works for GMR Hyderabad International Airport Limited on its Board meetings’ days;

3. Preparation and review of draft GMR Group’s Secretarial Standard Practices (SSPs).

4. Undertaking the compliances for prevention of Insider Trading with respect to GHIAL

26. General:

1. Reporting to the Board about compliance with the provisions of the Companies Act, 2013 and the rules made thereunder;

2. Discharging such other duties as have been specified under the Companies Act, 2013 or rules; and

3. Attending seminars / study circle meetings of the ICSI for updating of knowledge;

4. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;

5. Such other duties as may be assigned by the Board / Management from time to time.

27. Future Obligations:

1. Take over of EGLPPL

2. Hyderabad Duty Free as a business unit, to be hived off from GHRL and be merged with GIL.

28. Digitization:

Digitization and updation of secretarial records and preserving the records in the server periodically for smooth accessibility (being a 5’S Initiative of the Group)

• GHRL Turnover - Rs. 395.52 Crore as at March 31, 2024.

• GHAL Turnover - Rs. 48.70 Crore as at March 31, 2024.

• GHASL Turnover - Rs. 76.72 Crore as at March 31, 2024.

• Extending Secretarial, Corporate Governance and Compliance Support to 5 Companies

• Secretarial Support to JV Agreements documentation for ALD Companies (as and when required)

• Direct Report - One Junior Manager (vacant) and one CS trainee (21 months)

• Membership of Institute of Company Secretaries of India and LLB

• Good at MS office

        Core competencies:

• Good understanding of Companies Act, SEBI Regulations, RBI compliances and Secretarial standards.

• Effective communication to stakeholders

• Ability to ensure timely compliances.

• Result oriented.

Skills required:

• Problem solving, analytical skill, leadership and team management team management, interpersonal skill, effective communication, adoptable, ability to work under pressure, effective communication, and result oriented

• CS with minimum 8 Years of post qualification experience