A Company Secretary is a key managerial personal in the organisation who is entrusted with all the legal aspects of a business enterprises. The main role of CS in an organisation is auditing the company’s tax returns maintaining and, keeping books of accounts, advising the board of directors regarding the financial and legal risks of the company and ensuring that the company complies with statutory and legal regulations. The Institute of Company Secretaries of India (ICSI) is the sole body who maintains and regulate the profession of Company Secretaries.
PROCEDURE FOR APPOINTMENT OF COMPANY SECRETARY:
1. Call for applications, hold interview, short list the individuals for the position of Company Secretary and finalise the terms of appointment.
2. Give notice to all the director about board meeting and convene board meeting at such place, time and day decided by the board, and place the proposal of appointing Company Secretary.
3. Inform the registrar about the appointment of company secretary by filing return in Form DIR.12 within thirty days from the date of appointment and Form MGT.14 is also required to be filed with such fee as may be prescribed.
4. A Company Secretary is not allowed to hold office in more than one company but the company secretary can hold office in its subsidiary company at the same time.
5. Make proper Register of directors and key managerial personnel and make necessary entries in it.
6. Inform the Stock Exchange where the shares of the company is listed.
FUNCTIONS OF COMPANY SECRETARY:
- To report to the Board about the compliance statement of the company.
- To make sure that the company is complying with all secretarial standards.
- To do all such other duties as may be prescribed by the board of directors of the company.
- To call and conduct meetings of the Board committee’s and shareholders thereof.
- To represent the company before all the regulatory authorities, Tribunal etc. on behalf of the company.
- To assist and give advice to the Board in connection with good corporate governance practices.
- To advice the Board of Directors for complying with affairs of the company.
ROLES AND RESPONSIBILTIES OF COMPANY SECRETARY:
According to Section 2(1) (c) of the Company Secretaries Act, 1980, a company secretary means a person who is a member of the Institute of Company Secretaries of India.
Therefore, ‘Company Secretary’ means a person who is a member of the Institute of Company Secretaries of India (ICSI) and who is appointed by a company to perform such functions of a company secretary as may be prescribed. Section 205 of the Companies Secretaries Act, 1980 states the functions of a Company Secretary.
Section 203 of the Companies Act, states about the appointment of Key Managerial Personnel and makes it mandatory to appoint a Company secretary for a listed company and every other public company who have a paid-up share capital of more than rupees ten crores.
This is also applicable for the private company who have paid up capitalRs. 10 crore of more to have a whole time Company Secretaries.
STATUTORY DUTIES AND LIABILITIES OF COMPANY SECRETARY:
1. Authentication of documents, proceedings and contracts:
2. Signing share certificate:
3. Signing annual return:
4. Signing of financial statements:
5. Appear before NCLT:
6. Demat shares:
7. Additional duties:
PROCEDURE FOR REMOVAL OF COMPANY SECRETARY:
1. A Company Secretary can be removed by the board by satisfying all the terms of appointment and the Board is liable to record the same.
2. Pass a board resolution in a Board meeting after giving notice to all the directors of the company about the matter of removal/resignation of the Company Secretary.
3. File Form DIR-12 in electronic mode within thirty days with the Registrar of Companies along with prescribed filing fees.
4. Inform the stock exchange where the shares of the company is listed.
5. Make necessary entries in the Register that is maintained for recording the particulars of Company Secretaries.
6. The vacancy of the position of company secretary should be filled within 6 months at the meeting of board of directors.
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