This article is valuable as it describes a company secretary's duties. Read to know more.
A company’s management and governance are aided by the requirements of company secretary. From purely administrative functions to advising the board on policy, financial reporting, marketing, and decision-making, the breadth of a company secretary’s responsibilities and authority vary greatly from one organisation to another (and may be impacted by the business’s listing status).
Despite the fact that the Companies Act of 2006 does not expressly list a company secretary’s responsibilities or duties, it is implied that they have a number of them because a company secretary is a leader of a company and, as such, is subject to legal action for failing to comply with specific statutory provisions.
Having a Company Secretary Is Required
As of 6 April 2008, private firms are no longer required to designate a company secretary. A private firm that decides against hiring a company secretary must make sure that the functions are handled by another person or people.
The Articles of Association of a private corporation should be reviewed because some may specifically require the appointment of a company secretary. If so, the corporation will have to hire a secretary unless it decides to change the Articles. All publicly traded companies are required to have a company secretary.
The government, as per the Companies Act, has the authority to issue a directive mandating a deadline by which a public company must name a secretary. Every company official commits an offence if they fail to follow such a direction.
The board of directors should be in charge of choosing and removing the company secretary. Within 14 days following the event, a notice of the secretary’s appointment and dismissal must be lodged at MCA.
The company secretary can be a natural or legal person (human) or a corporate entity. However, a person cannot serve as the business’s auditor or secretary.
However, there are requirements that the company secretary of a public corporation must meet. The following criteria must be met or held by the secretary of a public company
- Before several State authorities, including some of the following, CS experts are permitted to represent their clients’ or companies’ interests:
- Registrar of Companies (ROC);
- National Company Law Tribunal (NCLT);
- Regional Directors (RD);
- Reserve Bank of India (RBI);
- National Company Law Appellate Tribunal (NCLAT);
- Securities and Exchange Board of India (SEBI);
- Competition Commission of India (CCI);
- Insurance Regulatory Authority of India (IRDA);
- Real Estate Regulatory Authority of India (RERA);Stock Exchanges (SE).
Requirements of Company Secretary
Offering certification services is one of a CS’s most fundamental duties. A CS’s certification is necessary for several legislative compliances and paperwork. Companies are required to submit several forms all year long as part of compliance. In reality, CSs certify these forms the majority of the time.
A CS also certifies a number of additional documents in the pre-incorporation stage before they are submitted to the appropriate authorities. In addition, they are in charge of attesting to and signing the business’s annual returns.
Company secretaries are qualified to offer a range of services connected to accounting and finance thanks to their extensive education. They regularly produce project reports for businesses and carry out feasibility studies for their upcoming initiatives.
Additionally, they provide guidance on tax administration, planning, and numerous compliance issues related to direct and indirect taxes. They also offer to consult on issues like choosing an adequate capital structure and budgetary restrictions.
Company secretaries have started adopting additional tasks and responsibilities in recent years. After passing the tests and completing the required training, they are qualified to be hired as insolvency professionals by the Insolvency and Bankruptcy Board of India. They are also qualified and have the option to work as registered valuers and GST Specialists, which is different from their typical position.
Company Secretary or a Compliance Officer?
It is indisputable that CS serves as the company’s compliance officer. A firm is required to comply with several different laws because of its characteristics. A CS makes sure that these laws are followed. A CS handles everything, including the filing of various documents and upholding sound corporate governance standards.
Keeper of the Statutory Books of a Company
Law mandates that businesses keep a variety of registers, books, and documents. These include the Minutes book, secretarial records, the Register of Members, the Register of the Company, the Register of Directors and Key Managerial Personnel, the Register of Charges, the Register of Renewed and Duplicate Share Certificates, the Register of Employee Stock Options, the Register of Shares and Other Securities Bought Back. A CS is accountable for these records because they serve as their custodian.
Drafter or Agreements and Contracts
It is understandable why CS Final students are required to take a complete subject on drafting and pleadings. It is undoubtedly one of the most crucial tasks that a CS must complete.
The Memorandum of Association and the Articles of Association, two of a company’s most crucial legal documents, are often written by a CS. A CS must also prepare numerous more documents in addition to these charter documents.
Conclusion
Company secretaries play a crucial part in how well a business runs. They owe the corporation a number of legal and ethical obligations.
They assume a variety of functions and duties, including compliance, representation, and drafting. As a result of the growth in businesses, it is hoped that the scope of this profession will continue to expand in the near future, allowing those who choose to enter it to pursue successful careers. In case you need any help with the appointment requirements of a Company Secretary for your organisation, get in touch with the legal experts of Vakilsearch.
FAQs
Who is a qualified company secretary?
The position of Company Secretary (CS) holds great significance in a business as it involves ensuring the company's compliance with legal and statutory obligations. A certified CS is accountable for managing tasks like tax returns, record-keeping, and document auditing. Additionally, a CS provides guidance to the board of directors regarding the company's financial well-being. To qualify as a Company Secretary, individuals undergo comprehensive training and successfully pass relevant examinations.
Can anyone be a Company Secretary?
The position of company secretary in a private limited company can be filled by any individual who has passed the CS examination, such as a director or shareholder, or a professional chartered secretary or company providing administrative services. It is important to note that the secretary cannot be the company's auditor, any employee of the auditor, or someone who is an undischarged bankrupt or disqualified director.
Is a company secretary a lawyer?
For a public limited company, the role of a company secretary must be fulfilled by a lawyer, an accountant, or an individual with the appropriate certification from the Institute of Company Secretaries of India (ICSI). This requirement ensures that the company secretary possesses the necessary legal and financial knowledge to fulfil their responsibilities. However, for private companies, individuals with a qualification from the ICSI can work as company secretaries, allowing for a broader range of individuals to take on the role in those organizations.
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