COMPANY SECRETARY – APPOINTMENT, ROLE AND RESPONSIBILITIES
According to clause (c) of Sub-section (1) of Section 2 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 the functions of a company secretary. The functions of company secretary have been detailed in section 205 of the Act.
Section 203 of the Companies Act, 2013 read with Rule 8 mandates the appointment of Key
Managerial Personnel and makes it obligatory for a listed company and every other public
company having a paid-up share capital of rupees ten crores or more, to appoint a company secretary.
Rule 8A mandates the private company having paid up capital Rs. 10 crore of more to have a
whole time Company Secretaries. (Inserted vide MCA Notification dated 03/01/2020 with
effect from financial years commencing on or after 1st April, 2020).
STATUTORY DUTIES AND LIABILITIES OF A COMPANY SECRETARY
1. Declaration regarding compliance with requirement of registration:
A certificate that all the provisions of the act have been complied with must be given by a
practicing professional including CA, CS, CMA or Advocate.
2. Authentication of documents, proceedings and contracts:
Authentication is attestation made by proper officer by which he certifies that a record is in
due form of law and that the person who certifies is the officer appointed to do so. A
document or proceeding requiring authentication by a company or contract made by or on behalf of a company may be signed by any key managerial personnel or an officer of the
company duly authorized by the Board in this behalf.
3. Signing share certificate:
Share certificates of the company should be signed by two directors (out of which one
should be Managing Director or whole time director, if appointed) and Secretary or other
person authorized by Board.
4. Signing annual return:
Annual return to be filed with Registrar of Companies has to be signed by a director and
Company Secretary. If Company does not have Company Secretary, the return can be signed
by company secretary in practice.
5. Signing of financial statements:
The financial statement, including consolidated financial statement is to be signed on behalf
of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed.
6. Appear before NCLT:
A Company Secretary can appear before National Company Law Tribunal (NCLT) on behalf of the company.
7. Demat shares:
Secretary has to coordinate between depository and stock exchange in case of demat shares.
8. Additional duties:
In addition to statutory duties of company secretary, he is often entrusted with additional
duties like looking after legal matters, personnel matters, finance and sometime even general administration.
LIABILITIES OF A COMPANY SECRETARY
Company Secretary has been defined as ‘Officer in default’ along with Managing Director, Manager and Wholetime Director etc. Thus, he can be punished in respect of offences under Companies Act. He may be held liable as Key Managerial Personnel also under various provisions of the Act.
PROCEDURE FOR APPOINTMENT OF A COMPANY SECRETARY
1. Advertise the post, collect applications, hold interview, short list the individuals for the
position and finalise the terms of appointment.
2. Convene a Board meeting after giving notice to all the directors of the company. And place
the proposal of appointing Company Secretary.
3. File return of appointment of company secretary with the Registrar in Form DIR.12 within thirty days from the date of appointment (date of joining office) and Form MGT.14 is also required to be filed along with such fee.
4. A Company Secretary shall not hold office in more than one company except in its subsidiary company at the same time.
5. Make entries in the Register of directors and key managerial personnel.
6. Inform the Stock Exchange(s) where the company is listed.
PROCEDURE FOR REMOVAL OF A COMPANY SECRETARY
1. A Company Secretary can be removed in accordance with the terms of appointment and the Board can record the same.
2. Convene a Board meeting after giving notice to all the directors of the company, place the
matter of removal/resignation of the Company Secretary and pass a resolution to the effect.
3. File Form DIR-12 in electronic mode within thirty days with the Registrar of Companies
together with requisite filing fees.
4. Inform the stock exchange where the company is listed.
5. Make entries in the Register maintained for recording the particulars of Company Secretaries.
6. The resulting vacancy shall be filled up by the Board at a meeting of the Board within a
period of six months from the date of such vacancy.
FUNCTIONS OR DUTIES OF A COMPANY SECRETARY [SECTION. 205]
1. To report to the Board about the compliance statement of the company.
2. To ensure that the company complies with secretarial standards.
3. To discharge such other duties as may be instructed by board of directors of the company.
4. To hold and convene meetings of the Board, committee’s and shareholders thereof.
5. To represent the company before regulatory authorities, Tribunal etc.
6. To assist & advice the Board in ensuring good corporate governance practices.
7. To assist the Board in conducting affairs of the company.
Thank You ….
TEAM CS Aspirant