Transcript Role & Responsibilities of Company Secretary

Roles & Responsibilities of CS
Companies Act, 2013
By CS Jitesh Gupta
www.jkgupta.com
As per Section 203 read with rule 8 & 8A of the
Companies (Appointment & Remuneration of
Managerial Personnel) Rules 2014, EVERY
LISTED COMPANY AND EVERY OTHER
COMPANY HAVING PAID-UP SHARE CAPITAL
OF RUPEES FIVE CRORE OR MORE IS
REQUIRED TO APPOINT A WHOLE TIME
COMPANY SECRETARY.
Every Company Secretary being KMP shall be
appointed by a resolution of the board which
shall contain the terms and conditions of the
appointment including remuneration. If the
vacancy in the office of KMP is created, the
same shall be filled by the Board within a
period of six months from the date of
vacancy.
Annual Return
As per Section 92 read with Rule 11 of Companies
(Management & Administration) Rules, where an
Annual Return shall be prepared by every company at
the closure of the financial year. The Annual Return,
filed by a listed company or by a company having paidup share capital of Rs. Ten Crore or more or turnover
of Rs. Fifty Crore, shall be certified by a company
secretary in practice in the prescribed form, stating
that the Annual Return discloses the facts correctly and
adequately and that the company has complied with all
the provisions of this Act. This need trust, sense of
responsibility and knowledge of multiple activities.
Annual Return of every company is required to
be signed by a Company Secretary along with
director and if there is no CS, by a PCS.
In case of OPC and Small Company, by CS and
if no CS then by Director.
Financial Statements
As per Section 134, the financial statement shall
be approved by the Board of Directors before
they are signed on behalf of the Board at least 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 and the
Chief Executive Officer, if he is a director in the
company, the Chief Financial Officer and the
company secretary of the company, wherever
they are appointed.
SECRETARIAL AUDIT
Section 204
The Next major thing is Secretarial Audit which
says every Listed Company and a company
belonging to other class of companies as
mentioned below shall annex with its Board’s
Report, a Secretarial Audit Report, given by a
Company Secretary in Practice, in Form No. MR. 3
(a) every public company having a paid-up share
capital of fifty crore rupees or more; or
(b) every public company having a turnover of
two hundred fifty crore rupees or more.
Registered Valuer
A Company Secretary having five years post
qualification experience can be registered as
Valuer.
The registered valuer needs to be appointed
by the audit committee or in its absence, by
the Board of Directors.
Others
A Company Secretary having at least ten years’
experience in company matters can be liquidator.
(Section 291)
A Company Secretary can be a technical member
of NCLT who is or has been in practice as a
company secretary for at least fifteen years.
(Section 409)
Functions of a Company Secretary
Section 205 of the companies act, 2013
• to report to the Board about compliance with
the provisions of this Act, the rules made there
under and other laws applicable to the
company;
• to ensure that the company complies with the
applicable secretarial standards;
• to discharge such other duties as may be
prescribed.
Duties of Company Secretary
• 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;
• to facilitate the convening of meetings and attend Board,
committee and general meetings and maintain the
minutes of these meetings;
• to obtain approvals from the Board, general meeting, the
government and such other authorities as required under
the provisions of the Act;
• to represent before various regulators, and other
authorities under the Act in connection with discharge of
various duties under the Act;
• to assist the Board in the conduct of the affairs
of the company;
• to assist and advise the Board in ensuring good
corporate governance and in complying with the
corporate governance requirements and best
practices; and
• to discharge such other duties as have been
specified under the Act or rules; and
• such other duties as may be assigned by the
Board from time to time
Can be a Principal Officer of the company
AND
Can be an Independent Director
THANK YOU
www.jkgupta.com
CS Jitesh Gupta