The effective management of a corporation is the responsibility of the company secretary, a significant person in a company. Companies in both the public and private sectors must designate a company secretary.
A company secretary is also assigned to the Managerial Level, the highest level in an entity. This person is in charge of the company’s smooth operation and must ensure that the business complies with all legal requirements. It is also a member of the Institute of Company Secretaries of India (ICSI) or possesses the necessary credentials.
The Companies Act has been amended to require companies with paid-up capital of at least ₹5 crores to appoint a Company Secretary. Company secretaries serve the Chair, CEO, and non-executive directors by advising a board of directors in these crucial areas using their comprehensive skill set in finance, corporate law, governance, and corporate secretarial practice. Secretary has the following advantages:
- A quick road to greater roles
- Dealing with the board
- Access to a large range of varied career roles across several sectors
- Diversity of duties and the possibility of earning six-figure incomes
- The possibility of working abroad.
A secretary works in various organizations in all industries, including private businesses, governmental organizations (such as local government agencies and the NHS), and not-for-profit organizations (e.g. professional bodies and charities.) Some conduct their own companies as lone practitioners, small partnerships, or employees of professional services firms, offering company secretary services to various clients for a charge.
A secretary is more than just an employee; his skills and in-depth understanding of corporate laws may elevate a corporation to the highest level. He is an expert in both company law and interpretation. As a result, he can master every law a company must abide by, including labor, tax, banking, and others.
Qualifications Required to be a Company Secretary
A Company Secretary must comply with specified regulations established from time to time by the Indian Government, as per Section 2(24) of the Companies Act, 2013. A CS must also meet the requirements outlined in the Companies (Secretary’s Qualifications) Rules of 1975.
- In the case of a Private Limited firm, a Company Secretary must be a member of the ICSI – Institute of Company Secretaries of India if the company has a paid-up capital of ₹50 lakhs
- In the case of a Private Limited firm, the Secretary must be a member of the ICSI – Institute of Secretaries of India if the company has a paid-up capital of ₹ 50 lakhs. The Secretary must meet one or more of the conditions specified, be a member of the ICSI, and have a law degree from any reputable university. a member of the ICMAI – Indian Institute of Cost and Works Accountants, Commerce postgraduate degree from any reputed university, and a Company Law Diploma from any India Law Institute
Roles of a Company Secretary
The company secretary is a crucial component and must carry out his responsibilities with due diligence. In addition to serving as a legal mentor, he must guarantee that all business practices comply with all legal requirements; if not, he may be held accountable for misconduct and fired for deceit or violating the company’s legal rights. Secretary is a crucial conduit between the organization and its owners, board of directors, regulatory agencies, and other interested parties.
As per the Companies Act and, these roles as laid down under the Section 205 of the Companies Act are as below:
To begin and carry out incorporation procedures, such as authenticating the paperwork and processes used in registration
- Ensuring the delivery of allotment and registration information to the registrar
- Applying for an increase in share capital, monitoring the delivery of share certificates of allocation
- Keeping track of share warrant holders
- Complying with the law and filing annual returns
- Releasing the statutory declaration to receive the commencement certificate
- Managing the statutory books
- Giving all members meeting updates and notices of general meetings; at non-banking financial companies
- Authenticating and signing financial statements and reports (Balance Sheet and Profit & Loss Statements)
- Filing resolution with the registrar within 30 days
- Preparing minutes of all board and general meetings
- To deliver additional Act-mandated obligations, including informing the Board of the Act’s compliance
- Ensuring that the company complies with all applicable secretarial requirements
- To perform other duties as provided by the Companies Act
- As per income Tax Return
- To confirm and submit attested returns and forms; to supervise the authentication and filing process of TDS (Tax Deducted at Source); to ensure that the correct amount of TDS is being deducted from employees’ salaries; to ensure that TDS reports are kept up to date, and to ensure that TDS is duly submitted to the government
- As per other acts
- Obtaining government approvals; adhering to regulatory requirements for industrial disputes; the State Insurance Act; the Depositories Act 1996; and the Foreign Exchange Management Act; and monitoring and adhering to numerous legal regulations such as labor and competition laws, environmental regulations, etc.
Responsibilities of a Company Secretary
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Company Secretary as a Corporate Benefactor:
The Companies Act grants a secretary specific rights, including the ability to promote and incorporate companies, handle company certification and audit services, sign annual returns, handle corporate restructuring and takeovers, transparently scrutinize voting and report procedures, administer revival of sick companies, join the Company Law Tribunal as a technical member, and investigate taxation and other criminal cases.
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Company Secretary as an Auditor:
The Secretarial Service audit checklist gives a secretary the authority to annex a Secretarial Audit Report to the officials in the form of MR-3 to ensure that the company complies with the procedures outlined in general laws and legal acts and to report any offensive matters of fraud discovered to the government. This is done to ensure corporate compliance and discipline with the laws.
Conclusion
A company secretary is a crucial component of the business, ensuring the organization complies with all legal requirements. Despite having a high status comparable to a director of a corporation, It is a workforce member. It is typically the only worker in the company with advisory authority.
In essence, the Company secretary’s recommendations are carried out and used to carry out important tasks and frame company policy. As a result, he is the only external personnel permitted to attend the board meeting. It must be an ICSI member or possess other necessary credentials.
FAQ
What are the duties of a company secretary?
A company secretary holds a pivotal position, ensuring compliance with legal and regulatory obligations. Their duties span maintaining corporate records, facilitating board communications, and guiding the company in adherence to governance norms, fostering transparency and accountability.
What is the role of a practicing company secretary?
A practicing company secretary extends their expertise beyond standard duties. They offer specialised services, such as assisting in legal matters, ensuring regulatory compliance, and advising on strategic decisions, contributing significantly to the company's overall success.
What are the key responsibilities of a Company Secretary?
The key responsibilities of a company secretary encompass legal compliance, corporate governance, and facilitating effective communication between stakeholders. They play a vital role in maintaining company records, ensuring adherence to regulations, and supporting the board in decision-making processes.
How does a Company Secretary contribute to corporate governance practices?
A company secretary plays a pivotal role in upholding corporate governance practices by implementing policies, ensuring compliance with laws and regulations, and fostering transparent communication. Their efforts contribute to building trust among stakeholders and promoting ethical business conduct.
What regulatory compliance tasks does a Company Secretary handle?
Regulatory compliance tasks for a company secretary involve staying abreast of legal changes, filing necessary documents, and ensuring adherence to statutory requirements. They navigate complex regulatory landscapes, mitigating risks and safeguarding the company's legal standing.
What role does a Company Secretary play in board meetings and decision-making processes?
In board meetings, a company secretary supports decision-making by providing legal insights, ensuring compliance with procedures, and documenting proceedings. They act as a bridge between the board and management, facilitating smooth communication and helping execute strategic initiatives.
How can a Company Secretary support effective communication between stakeholders and the company?
A company secretary enhances communication by bridging the gap between the company and stakeholders. They facilitate transparent and timely dissemination of information, ensuring stakeholders are well-informed. This contributes to building trust, fostering positive relationships, and strengthening the company's reputation.
