Why a Company Secretary is essential for business

Why a Company Secretary is essential for business

Why a Company Secretary is essential for business

 

A company secretary is a key managerial person in the organization who ensure the effective administration of a company with regard to secretarial compliance and regulatory requirements of a company and helps in the implementation of the decisions of the board of Directors

 

Role and responsibilities of the company secretary

 

1. Company secretaries fill the gap between the Management, shareholders, government, and other regulatory authorities.

2. The company secretary ensures Compliance Management of a Company.

3. Company secretaries evaluate the policies and ensure effective implementation of the same according to the law of land.

4. To provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities, and powers;

5. To facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;

6. To obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;

7. To represent before various regulators, and other authorities under the Act in connection with the discharge of various duties under the Act;

8. To assist the Board in the conduct of the affairs of the company;

9. To assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and

10. To discharge such other duties as have been specified under the Act or rules; and

11. Such other duties as may be assigned by the Board from time to time.

 

 

Who is a Company Secretary?

 

As per Sec 2(24) of Companies Act, 2013 “secretary means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a Company Secretary under this Act”.

As per the sec. 2(i) © of the Company Secretary Act, 1980 “a person who is a member of the Institute of Company Secretaries of India”

 

A Company Secretary can follow his profession by involving him in whole-time employment or by carrying whole time practice in his area.

But a company cannot appoint a practicing company secretary for full- time employment in his Company.

 

Which type of Company mandatory requires the appointment of the Company Secretary?

 

1. As per Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following company requires a mandatory appointment of a whole-time company secretary

i. Every listed Company

ii. Every other Company having paid-up share capital of Rs. 10 crores or more.

iii. Every company having outstanding loans and borrowings from banks or public financial institutions of  one hundred  crore rupees or more 

 

How can a company secretary be appointed in a company (procedure of appointment)

 

1. Holding of a Board meeting for the appointment of company secretary as per section 203 of companies act, 2013

2. Receive a Consent letter from the proposed Company Secretary in DIR-2.

3. File Form DIR-12 and MGT-14 within 30 days of the Board Meeting in which appointment is approved with required attachments.



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