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Duties Of A Company Secretary In India As Specified By The Law

Company secretary is a senior administrative position in a limited company and is a very essential link between the company directors, shareholders, government and various regulatory authorities. It is a key managerial position responsible for efficient administration of a company and at same time has to ensure that statutory and regulatory requirements are complied with and the decisions of the board of directors are implemented. They ensure that the company and its directors operate within the ambit of the law. They are also responsible for communicating with the shareholders and that dividends are paid on time. All company records are maintained by them.

With the amendments to the companies act brought about in 2013, the roles and responsibilities of a company secretary, whether in employment or in practice, have been significantly augmented. There is vast scope a company secretary in Delhi. They can work independently, in employment or with top company secretary firms in India..

Some key functions of a company secretary have been discussed here.

Secretarial Audit

Secretarial Audit is meant to check a company’s adherence to the legal and procedural requirements. It’s a process by which a company’s compliance with prescribed laws is monitored. The main objective of secretarial audit is to ensure good corporate governance and proper compliance. Section 204 of the Companies Act 2013 mandates the company secretary in practice to perform regular secretarial audit of listed companies and other such class of companies as prescribed by the Act. These other class of companies include:

  • A public company with a paid up capital of Rs50 crores or more.
  • A public company with an annual turnover of Rs250 crores or more.

Secretarial Standards

Secretarial standards were introduced in the Companies Act 2013 with purpose of supplementing the existing company laws to integrate and standardize various secretarial practices. Meetings of board of Directors and general meetings have to strictly comply with new standards as laid down in the Act.. Company secretaries, whether in practice or in employment, now have the added responsibility of ensuring compliance of secretarial standards.Section 205 of the Companies Act 2013 defines secretarial standards one of the statutory functions of a company secretary.

Annual Return

Companies have to compulsorily publish annual which contain detail of shareholding pattern, its directors, total share capital, liabilities, any change in directorship, etc. Earlier, the annual return of listed companies had to be endorsed by a company secretary in practice. Now, under sec 92 of the Companies Act 2016, only those companies which are listed, or have share capital of 50 crores and more, or those with an annual turnover of more than 50crores are required to get as defined annual return certified by a company secretary in practice. A company secretary is liable to be severely penalised if the annual return signed by him/her is wrong or not in conformity with section 92.

Key Managerial Personnel

Sec 203 of the Companies Act 2013 has made it compulsory for certain class of companies to appoint key managerial personnel in their ranks. A Company Secretary is one of them. Under rule 8, companies which are listed or have a share capital Rs10crore or more must appoint a whole time company secretary as one of their key personnel. Companies which do not come in this category but have share capital of Rs5 crore or more have to appoint a whole time company secretary, though not necessarily as a key personnel.

With the introduction of this provision in the Companies Act, the roles and responsibilities of a company secretary has increased manifold. They are more accountable now.

Functions of Company Secretary

Section 205 of the Companies Act 2013 has specified the functions of a company secretary. They perform a variety of roles. Their services include:

Corporate Governance: advising board members on good governance norms and compliance with prescribed laws
Corporate Secretarial Services: formation and incorporation of companies, maintaining secretarial records including minutes of board meetings and company general meetings, filing/submission with registrar of companies and company law board, etc.
Corporate Laws Advisory: advising companies on legal and procedural aspects and compliance thereof.
Representation: representing companies before different regulatory bodies and tribunals.
Arbitration and Conciliation: advising on arbitration, negotiation and conciliation in disputes between entities.
Financial Markets Services: responsible for public issues, listings on stock exchanges, and complete financial management. They are also responsible for compliance on takeover codes and insider trading, and rules and regulations of securities markets,
Finance, Accounting and Taxation: includes internal audit and advising companies on tax management and planning with regards to various direct and indirect taxes.
International and WTO: advising on all matters related to WTO regulations like IPRs and TRIPs, antidumping and countervailing duties, etc.

These are the roles a company secretary is expected to perform. With so many companies having offices in the National Capital Region, a company secretary in Delhi has plethora of opportunities.

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