About the role

Company Secretary and Legal Counsel

LOCATION(S): (indicate all possible locations)
Primary: Chennai, India

ROLE SUMMARY

XXXXXXX India Pvt. Ltd. is a wholly owned subsidiary of the Group. The entity in India operates out of 2 locations (Vizag & Chennai). The entity has a 100% Export Unit in a SEZ in Vizag, and a R&D Capability Centre in Chennai. The Company Secretary & Legal Counsel will serve as a Key Managerial Personnel and a trusted advisor to the Board and senior leadership, responsible for ensuring robust corporate governance, legal risk management, statutory compliance, and CSR governance for the India operations of the Company.

The role combines deep Company Secretarial expertise, hands‑on legal leadership, and end‑to‑end ownership of the Corporate Social Responsibility (CSR) framework, consistent with expectations in large multinational pharmaceutical companies operating in India.

ROLE RESPONSIBILITIES

ROLE RESPONSIBILITIES

Company Secretarial & Corporate Governance (Primary Accountability)
- Act as the Company Secretary under the Companies Act, 2013 and serve as a Key Managerial Personnel (KMP)
- Ensure 100% compliance with the Companies Act, SEBI regulations (where applicable), Secretarial Standards, and MCA requirements
- Plan, convene, and manage:
  - Board Meetings
  - Board Committee Meetings (Audit, CSR, Risk, etc.)
  - Annual General Meetings (AGM) and Extraordinary General Meetings (EGM)
- Draft, review, and maintain:
  - Notices, agendas, minutes, resolutions
  - Statutory registers and corporate records
- Oversee ROC filings and returns, including:
  - Annual and event‑based filings
  - Director‑related compliances
  - Share capital, charges, and statutory disclosures
- Serve as the primary interface with the Registrar of Companies (ROC), MCA, and other regulatory authorities
- Advise the Board on corporate governance best practices, fiduciary duties, and regulatory changes impacting the Company
Legal Leadership, Litigation & Compliance Management
- Act as the Head of Legal for India operations, providing strategic and operational legal advice across business functions
- Lead and manage all active and potential litigations, including:
  - Civil, criminal, regulatory, labour, and commercial matters
  - Coordination with external counsels and law firms
  - Litigation strategy, risk assessment, and cost control
- Advise the business on pharmaceutical‑specific statutes, including:
  - Drugs & Cosmetics Act
  - Competition laws
  - Consumer Protection laws
  - Labour, environmental, and data protection laws
- Draft, vet, and negotiate commercial contracts, including:
  - Vendor and service agreements
  - NDAs
  - Consulting, distribution, and licensing arrangements
- Own and operate the enterprise Compliance Management Tool, ensuring:
  - Identification of applicable laws
  - Timely compliance tracking and reporting
  - Periodic compliance certifications to leadership and the Board
- Drive compliance culture across the organisation through training, awareness, and internal controls
- Act as the primary legal escalation point for senior management and global stakeholders
Corporate Social Responsibility (CSR) Governance & Oversight
- Serve as the nodal officer for CSR under Section 135 of the Companies Act, 2013
- Support and coordinate the CSR Sub‑Committee of the Board, including:
  - Agenda preparation and minutes
  - Monitoring implementation and spend
- Design, implement, and monitor the CSR Policy, ensuring alignment with:
  - Schedule VII of the Companies Act
  - Company values and ESG priorities
- Oversee:
  - Identification and evaluation of CSR projects
  - Due diligence of implementing NGOs
  - Tracking of CSR spends and outcomes
- Ensure statutory CSR disclosures and reporting, including Board’s Report disclosures and MCA filings
- Act as the governance and compliance anchor for CSR audits and assessments

QUALIFICATIONS

BASIC QUALIFICATIONS

Education:
Qualified Company Secretary and active member of the Institute of Company Secretaries of India (ICSI)
Bachelor of Laws (LLB) from a recognised university
Both qualifications are mandatory

Experience:
Minimum 15 years of post‑qualification experience in:

Company Secretarial practice
In‑house legal leadership and litigation management

Significant experience in:

Multinational companies, preferably pharmaceutical / life sciences / regulated industries
Working with Boards and senior leadership teams
Managing regulators and government authorities

Deep expertise in Companies Act, corporate governance, and regulatory compliance

Strong litigation management and legal risk assessment capabilities

High‑quality legal drafting, negotiation, and advisory skills

Strong judgment, integrity, and ability to operate under pressure

Strategic mindset with hands‑on execution capability

Should be managing directly a group of 1 reports, with cross team coordination and collaboration, across multiple stakeholders.

This description indicates the general nature and level of work expected. It is not designed to cover or contain a comprehensive listing of activities or responsibilities required of the incumbent. Incumbent may be asked to perform other duties as required.