Company Secretary Appointment, Roles and Responsibilities
Izhar Ahmad1 Apr, 2025
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Company Secretary Appointment: According to the Companies Act of 2013, appointing a Company Secretary in India for a business entity is necessary. The Company Secretary is an integral part of management, focusing on legal compliance and formalities to shield the company from risk. The Institute of Company Secretaries of India (ICSI) oversees this profession, a governing organization whose members are designated Company Secretaries.
There are numerous functions that a Company Secretary performs for a company. They ensure that financial records are kept in proper condition and that tax returns are on time and correctly. The Company Secretary communicates with executives regularly and warns them about possible legal and financial problems that could threaten the operations. Maintaining strict standards is also important, as following the law's rules and guidelines will protect the company's long-term interests.Also Read- 12 Things to Do After CS Professional Exam
Who is a Company Secretary in India?
A Company Secretary manages every legal matter for a company, ensuring compliance with business laws and regulations. They serve as the central point of contact between a business and important authorities, carrying duties as outlined in the Company Act of 2013. Through registration in the Institute of Company Secretaries of India, this position pledges to keep transparency while allowing operations to comply with relevant laws. Whether handling tax issues, making yearly reports, or planning board meetings, the company secretary plays a vital role in keeping a business properly conducted.Rules of Company Secretary Appointment in India
A company appoints a Company Secretary as per the guidelines outlined in Section 203 of the Companies Act, 2013, and Rule 8/8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Under Rule 8, every listed company and public company with a paid-up share capital of 10 Crore or more must appoint a company secretary. Under Rule 8A, companies not covered by Rule 8, but with a paid-up share capital of % Crore or more, are required to appoint a full-time company secretary.Company Secretary Appointment Procedure in India
Board Meeting Notification: The company notifies its directors about the need to appoint a Company Secretary under Section 173 of the Companies Act, 2013.
Approval by the Board: A resolution is passed in the board meeting to approve the appointment.
Filing with ROC: Form DIR-12 must be filed with the Registrar of Companies (ROC) within 30 days of appointment.
Submission of Form MGT-14: Required fees are paid under the Companies (Registration of Offices and Fees) Rules, 2014.
Maintaining Records: The appointment is recorded under Section 170 of the Companies Act, 2013.
Stock Exchange Notification: If the company is listed, the stock exchange must be informed.
Also Read- Top 8 Challenges Faced by Company Secretaries and How to Overcome Them
Removal Procedure of Company Secretary in India
A Company Secretary can be removed through a board resolution following these steps:
Board Meeting Notification: Inform directors and call a board meeting under Section 173 of the Companies Act, 2013.
Passing of Resolution: Approve the removal in the board meeting.
Filing with ROC: Submit Form DIR-12 within 30 days along with necessary fees.
Stock Exchange Notification: If listed, notify the stock exchange.
Updating Records: Record the termination details under Section 170.
Public Notice (if required): Issue a public notice based on the company's nature and size.
Filling the Vacancy: The company must appoint a new CS within six months.
Key Duties as per Companies Act, 2013
A Company Secretary performs various functions that contribute to corporate governance, compliance, and organizational efficiency:
Regulatory Compliance: Ensures compliance with secretarial standards, SEBI regulations, and corporate laws.
Advisory Role: Guides the board of directors on legal, governance, and ethical matters.
Meeting Management: Organizes and documents board meetings, AGM, and other corporate gatherings.
Legal Representation: Acts as the primary liaison between the company and regulatory bodies.
Documentation & Record-Keeping: Maintains statutory records, financial disclosures, and corporate filings.
Corporate Governance: Helps in implementing policies that enhance transparency and accountability.
Signatory Authority: Signs official documents, share certificates, and annual returns before submission to the ROC.
Secretarial Audit: Conducts audits under Section 204 of the Companies Act, 2013, and submits Form MR-3.
Stock Market Compliance: Coordinates with depositories and stock exchanges for Demat shares.
Restrictions & Liabilities
No Borrowing Authority: A CS cannot raise funds on behalf of the company.
Officer in Default: In case of violations, the CS can be penalized alongside directors and managers.
The appointment of a Company Secretary (CS) is pivotal in ensuring effective corporate governance and compliance with legal regulations. The CS plays a vital role in facilitating communication between the board of directors, shareholders, and regulatory authorities. Their responsibilities encompass a wide range of tasks, including maintaining statutory records, ensuring adherence to corporate laws, and providing guidance on governance matters. By upholding transparency and ethical practices, the CS contributes significantly to the organization’s overall integrity and operational efficiency. Ultimately, a competent Company Secretary is essential for fostering stakeholder confidence and promoting sustainable business practices.
Company Secretary Appointment FAQs
Who appoints Company Secretaries?
What is the rule 8 of the appointment of a company secretary?
Is MGT 14 required for the appointment of a company secretary?
What is the time limit for appointing CS?
Is it mandatory to appoint a company secretary?
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