In corporate governance, the Company Secretary (CS) would play an important role. The board of directors learned that the company secretary is the one who answers all the queries. Company Secretary guides the board of directors in order to obtain the answer or solution to any issue when they are just not able to get the same on their own.
The company’s legal regulations would have been checked by the company secretary and maintained compliance according to the Ministry of corporate affairs. All the needs of the company related to the administration would get passed via the Company Secretary.
Responsibility of shareholders, depositors, creditors, debtors, employees, etc. would have been opted by the company secretary for their complete management and procedure.
The role that the professional company secretary played in the corporates small or big is essential for the smoother procedure of the corporate governance practice. CS furnished the needed recommendation to make the company’s integrity effective with reference to the advantage of the members of the company.
The managerial level which is the highest level in the entity might be allotted to the company secretary. The individual would take the charge of the easier business operations of the organization and should confine that the business follows all lawful needs. CS is counted as a member of the Institute of the company secretaries of India (ICSI) or secures the needed credentials.
The proper management of a company is the obligation of the company secretary, an influential person in a company. Companies in both the public and private sectors are needed to appoint a company secretary.
The companies act would revise to need the companies to have a paid-up capital stands at least Rs 5 cr to hire the company secretary. The company secretaries can appoint the Chair, CEO, and non-executive directors by suggesting the board of directors in such important fields through the use of their abilities in finance, corporate law, governance, and corporate secretarial practice.
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The secretary comprises the below-mentioned benefits.
- A short route to greater roles
- Dealing with the board
- Access to a large range of various career roles across distinct sectors
- Diversity of duties and the possibility of earning six-figure incomes
- The possibility of working abroad.
In distinct companies of respective industries, private businesses, governmental organizations (such as local government agencies and the NHS), and not-for-profit organizations (e.g. professional bodies and charities) there works a Company secretary. Some of them used to run individual companies in terms of loan practitioners, small partnerships, or employees of professional services firms, proposing corporate secretarial assistance to different clients for a charge.
A Company secretary is not only an employee in a company his counted skills and deep learning of the company statute might make the company reach the most heightened level. In the dual areas the company law and interpretation, a company secretary might become an expert. A secretary can secure mastery in every company law that the same is from the field, along with labour, tax, banking, etc.
Required Qualifications of Company Secretary
According to section 2(24) of the Companies Act, 2013, the law would get amended by the Indian Government over time and the Company Secretary should follow the mentioned laws. As per the Companies (Secretary’s Qualifications) Rules of 1975, a company secretary should satisfy the requirements.
- In the case of the Private limited firm, a company secretary should be a member of the ICSI – Institute of Company Secretaries of India when the company would secure the paid-up capital of Rs 50 lakhs.
- A secretary should be a member of ICSI – Institute of Secretaries of India for the case of the private limited firm if the company would secure the paid-up capital of Rs 50 lakhs. The secretary should satisfy one or exceeding conditions as mentioned would be an ICSI member and secure a law degree via any admirable university. A member of the ICMAI- Indian Institute of Cost and Works Accountants, Commerce postgraduate degree via any reputed university and a company law diploma from any Indian law institute.
What Are the Functions of the Company secretary?
With due diligence, a company secretary should do all the specified duties as the position of a CS is very important. Moreover, a CS should ensure that all the practices of the businesses must follow the legal norms, and if not then, he or she might be questioned for the wrongdoing and might fire from a job for the misconduct of the lawful rights of the company. Between the company and its owners, board of directors, regulatory agencies, and other stakeholders a company secretary acts as a conduit.
As per the Companies Act, such roles counted under Section 205 of the Companies Act are specified below:
To start and perform the process of incorporations like authenticating the paperwork and procedures utilized in registration
- Assurance of the allotment delivery and registration details to the registrar
- Applying for an upsurge in share capital, keeping track of the delivery of share certificates of allocation.
- Monitory the share warrant holders
- Following the regulation and filing annual returns
- Discharging the legal declaration to obtain the commencement certificate
- Governing the legal books
- At non-banking financial companies furnishing all members with updates of meetings and notices of the general meeting.
- Certifying and signing financial statements and reports (Balance Sheet and Profit & Loss Statements)
- Within 30 days, the filing of the resolution with the registrar
- Creating the minutes of all board and general meetings
- To provide additional Act-mandated responsibilities, along with informing the Board of the Act’s compliance
- Confining that the company follows all the pertinent secretarial needs.
- In order to perform the additional responsibilities as furnished through the companies act.
- According to the ITR
- For confirming and submitting the attested returns and forms; to managing the authentication and TDS furnishing procedure (Tax deducted at source) for ensuring that the precise TDS amount would get deducted from the salary of the employees, for confining that the TDS reports have updated and assuring that the TDS would get furnished to the government.
- According to the additional acts
- Receiving the approvals of the government, sticking to the statute needs for the issues related to the industries; the state insurance act; the Depositories Act 1996; and the Foreign Exchange Management Act; tracking and sticking to distinct lawful laws like labour and competition regulations, environmental laws, etc.
Various Major Facts to Learn while Appointing a CS
Qualifications and background: The candidate should secure all the required qualifications as well as the experience which could meet the role of the Company secretary like a professional qualification in the company secretarial practice or a law degree.
Facts of rules: The rules and laws must be adequately understood by the candidate and are applicable to the businesses along with the company act including the additional related ruling.
Corporate governance expertise: An effective learning of the subject of corporate governance principles and best practices must be owned by the candidate and would enable to recommend the company the process to execute the same.
Communication skills: With a wide range of stakeholders, including shareholders, government agencies, and additional members of the management team, the company secretary will require to communicate appropriately in order to have effective communication skills.
Attention to the point: The CS shall be required to maintain precise records and kept compliance with the statute. Therefore attention concerning the information would be important.
Flexibility: According to the revisions of the company, a CS would be required to take on the latest issues and responsibilities. The same would be essential to confine that the candidate would enable to work in a faster environment.
Understanding the industry: An effective learning of the industry must be performed by the CS where the business functions and the particular issues the same faces.
Personal integrity: The company secretary would play an important role in assuring about the company’s functions within the statute of compliance, therefore personal integrity would be important.Read Also : Important Factors to Help Build a Professional Company Secretary Website
Apart from the Companies House reporting requirements, the Role of the Company Secretary includes:
#1. Noticing Changes To The Company:
Companies House is required to inform when a company secretary does any changes to a company such as any new share allocated and change in the board of director make-up.
#2. Attaches Legal Documents:
The legal documents here include the Memorandum and Articles of Association, the company’s seal, the director’s service contracts, the Certificate of Incorporation, any certificates of change of name, share certificates and stock transfers.
#3. Regulating Statutory Records:
This mentioning includes maintenance of any charges applying to the company’s assets, a register of shareholders, a register of directors, details of general and board meetings, and a register of debenture holders.
#4. Operating Registered Office:
It doesn’t require the address of where the company works, but the company secretary must make sure that the company gets all correspondence to that address. The company secretary must make sure that the registered name of the company must be clearly visible outside the registered office, and in case of other places of business where it is situated.
The company secretary is liable for asking Companies House about any modification in the registered address of the company.