Assistant Manager - Secretarial

Role purpose:

Progfin Private Limited (Progcap) is an RBI-regulated NBFC-Middle Layer with listed non-convertible debentures, providing supply chain finance to MSMEs. The Assistant Manager will support the secretarial function across Companies Act, SEBI debt listing and RBI governance requirements.

Key responsibilities:

• Prepare notices, agenda packs and minutes for Board, committee and general meetings as per the Secretarial Standards, and track decisions through Action Taken Reports.

• Draft resolutions for borrowings, banking arrangements and authorised signatories, issue certified true copies, and keep authorisation records current.

• File MCA forms within timelines, including annual filings, director changes, resolutions, and charge creation, modification and satisfaction.

• Ensure SEBI LODR and NCS Regulations compliance for listed NCDs, including stock exchange disclosures, record dates, interest and redemption intimations, and Debenture Trustee requirements.

• Support fresh NCD issuances through in-principle approval, offer documents, allotment and listing, in coordination with the RTA and depositories.

• Manage RBI governance requirements, including directors' fit and proper declarations and RBI approvals or intimations for changes in management and shareholding.

• Track affirmative vote matters under the shareholders' agreement and obtain investor consents before the related Board or committee action.

• Maintain statutory registers, directors' KYC and disclosures, and records of related party transaction approvals.

• Assist in preparing the Board's Report and Annual Report, and coordinate the secretarial audit through to closure of observations.

• Support FEMA compliances for foreign investment and ECBs in coordination with the AD bank.

Candidate profile:

• The candidate must be a qualified Company Secretary (ACS), and an LL.B will be an added advantage.

• The role needs 4 - 7 years of post-qualification secretarial experience, preferably with an NBFC, bank or debt-listed company.

• Sound working knowledge of the Companies Act, 2013, Secretarial Standards, SEBI LODR and NCS Regulations, RBI governance norms for NBFCs and FEMA is essential.

• Hands-on experience with MCA V3 filings, stock exchange portals and minutes drafting is expected.

• Strong drafting skills, attention to detail and the confidence to work with directors, investors, Debenture Trustees and auditors are required.