It is common practice to engage a company secretary to help directors handle their day to day obligations and responsibilities, thereby alleviating some of their stress. Keep reading to find out more.
Every firm wants to hire top-notch employees who can work effectively to maximize earnings. So that corporate governance and administration may run as smoothly as possible, a Company Secretary is assigned to different levels of management.
As a Company Secretary, you are responsible for a wide range of responsibilities that must be carried out in a legally and ethically sound way. This article will provide you with an overview of the duties and obligations of a Company Secretary, which are crucial for an organization’s efficient operation. To know more about Company Secretary: Roles keep reading.
Appointment of a Secretary to a Corporation
Key Managerial Personnel must be appointed by these firms, according to Section 203 of the Companies Act, 2013, and Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’).
- All publicly traded firms with a paid-up share capital of more than Rs.10 crore are eligible to participate.
- The pay-up share capital is over Rs.10 crore for all publicly traded firms.
Companies having a paid-up share capital of more than Rs.10 crore are subject to the new rule.
Share capital exceeding Rs.10 crore for all non-listed corporations that are not publicly traded.
There are three steps to becoming a CS:
- A board meeting should be convened, and a resolution passed to employ a full-time company secretary should be passed.
- Form MGT-14 and DIR-12 must be filed with the Registrar of Companies within 30 days after the appointment of the company secretary.
- After the appointment of the company secretary, make the appropriate entries and keep a suitable register of directors and key management staff.
- In the event of a publicly traded firm, inform the stock exchange where the Company’s stock is traded.
For example, a company secretary may simultaneously serve as a subsidiary firm’s secretary.
Most typically, company secretaries are employed in the public and commercial sectors: local/national government, charitable organizations, housing associations, financial institutions, and legal firms. All public firms in India are legally obliged to have a company secretary. This means that employers may be found in almost every area of the private sector. While it’s an optional position for private firms, a lot of them have it, and some companies’ constitutions stipulate that it must be present.
If an organization doesn’t have the resources to hire a company secretary in-house, they may outsource the function to a company secretary services or a freelancer.
Company Secretary: Skill Set
As a corporate secretary, it is crucial to grasp the expertise needed to be a successful one.
- Time Management and multitasking
- Accurate in maths
- The ability to communicate well
- His or her greatest asset should be the ability to communicate effectively in English.
- Acquaintanceship with Company Law
- He or she ought to be thorough in their planning
A Company Secretary’s Responsibilities
A company’s secretary is a key component, and as such, he must carry out his responsibilities with due diligence. Aside from the legal mentor role, he must guarantee that all business operations are in compliance with all legal laws; if not, he might face disciplinary action and be fired for dishonesty or violation of the Company’s legal rights.
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A list of responsibilities mandated by law:
Accurately verifying the authenticity of documents and processes used in incorporation; ensuring the delivery to the registrar of registration and allotment details; making applications for an increase in share capital; monitoring the delivery details of allotment certificates; maintaining a list of warrant holders; complying with and filing annual returns; releasing a statutory declaration to receive a certificate of commencement; managing the incorporation procedures.
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According to the Internal Revenue Code:
A TDS (Tax Deducted at Source) administrator is responsible for verifying and submitting attested returns and forms; overseeing TDS authentication and filing procedures; ensuring that proper TDS is being deducted from the salary of employees; ensuring TDS reports are well maintained, and submission of TDS to government is duly made.
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Responsibilities based on other legislation:
Maintaining and adhering to the numerous legal regulations, such as labour and environmental laws as well as FEMA and State Insurance legislation, as well as depositories and Foreign Exchange Management Acts.
The traditional work of a Company Secretary is primarily focused on regulatory compliance and record keeping. The ability to function in a 360-degree environment has become more important for a Company Secretary in an age where technology is firmly woven into every organisation’s financial and operational DNA. As the role of the Company Secretary grows, so does the significance of this corporate expert to the Board of Directors in guaranteeing corporate governance.
Sections of a corporate secretary’s responsibilities include the following. They’re all listed down here.
Companies Act obligations are part of the responsibilities of a company secretary’s statutory duties. Only a handful of these jobs are handled by him, while the rest are a combination of the director’s and the secretary’s responsibilities. These are a few examples:
- The yearly tax return is signed.
- Complying with the provisions of the Companies Act.
- Filling up and signing a form to apply for a business name registration for the firm
- Making a record of the facts
- Disclosure is a duty
In order to be included in the register of directors’ and secretaries’ interests, the company secretary must provide specific information.
Obligation to Use Judgement, Delicacy, and Thoroughness
It is essential for the company secretary to exercise extraordinary care, expertise, and diligence in carrying out his or her responsibilities. Because of his actions, he will be held responsible for any losses.
Duties of the Company Secretary
The secretary of a firm is responsible for a wide range of Duties and Responsibilities. They’re all here.
- Initiating a dialogue with the Company’s stockholders
- Keeping track of the legal records
- Preparation and distribution of notices for public meetings and bulletin boards
- Assuring that board decisions are appropriately conveyed and adhered to
- Preserving the Company’s seal
Among the Secretary’s Other Responsibilities Are:
Advice on risk management, business policies, strategies, corporate social obligations, brand equity/image development, maintaining the Company’s intellectual property rights, and ensuring good communication between people concerned, authorities, and the government.
Who is Eligible to Serve as a Secretary for a Business?
One of the directors or shareholders might serve as the private limited Company’s secretary. Other companies or organisations, such as the firm’s accountant, lawyer, certified secretary, or administrative service provider, may also perform this function.
A secretary cannot be the business auditor, an auditor’s employee, an undischarged bankrupt, or a director who is barred from serving on the board.
The Secretary of a Corporation Might a Director Also Be?
Yes. It is not against the law for a director to serve as both director and secretary at the same time. If the firm only has one director, having a director also be the secretary isn’t a fantastic idea since the secretary’s job is to help minimize the director’s burden.
Furthermore, if a single director and a secretary are both in the same position, they cannot sign some papers that need two signatures.
Conclusion
Companies in India are increasingly relying on the services of company secretaries because of the growing number of regulations they must adhere to. By following the Companies Act and other applicable rules, companies may avoid significant fines.A one-stop shop for businesses and entrepreneurs seeking a lawyer, chartered accountant, or company secretary has been Vakilsearch since 2011. For entrepreneurs, they have been especially helpful in ensuring that they comply with India’s complex legal framework. So don’t miss out on them.
