Roles and Responsibilities of Company Secretary in India
The Company Secretary (CS) is a crucial managerial role in India, overseeing administrative functions. Explore the detailed roles and responsibilities of a Company Secretary, a key player in corporate governance!
Jatin Sharma19 Dec, 2023
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Roles and Responsibilities of Company Secretary: The role of a Company Secretary (CS) executive is crucial in managing various legal and administrative tasks within a company. Serving as a legal representative, they handle company incorporation, preparing and auditing business reports, filing annual returns, and staying updated on regulatory changes.
Beyond that, they act as a Business Advisor to the board of directors, offering guidance on laws, corporate governance, strategic management, project planning, and capital markets. A Company Secretary serves as an in-house legal expert and compliance officer, ensuring the company adheres to regulations and operates smoothly. In this overview, we'll delve into a Company Secretary's detailed roles and responsibilities.Qualifications Required to Be a Company Secretary
To become a Company Secretary (CS), one needs to follow specific regulations set by the Indian Government, outlined in Section 2(24) of the Companies Act, 2013. The Companies (Secretary’s Qualifications) Rules of 1975 also provide further requirements. For Private Limited Firms:- Membership in ICSI: If the company's paid-up capital is ₹50 lakhs or more, the Company Secretary must be a member of the Institute of Company Secretaries of India (ICSI).
- Educational Qualifications: The Secretary should meet one or more of the specified conditions, which include being an ICSI member, holding a law degree from a reputable university, being a member of the Indian Institute of Cost and Works Accountants (ICMAI), having a postgraduate degree in commerce from a reputed university, and possessing a Company Law Diploma from any India Law Institute.
Roles of a Company Secretary
The company secretary is a key building block, responsible for performing their duties responsibly to uphold the company's integrity and legal compliance. The following are the duties or roles of a Company Secretary: Duties Under Companies Act:- Incorporation Procedures: Verify and authenticate documents for company registration, deliver details to the registrar, and handle share capital increase applications.
- Shareholder Management: Maintain records of share warrant holders, comply with annual return filing, and issue statutory declarations for commencement certificates.
- Statutory Books: Manage and update statutory books, provide meeting updates, and issue notices for general meetings.
- Financial Reports: Sign and authenticate financial reports for non-banking financial companies, file resolutions with the registrar, and prepare meeting minutes promptly.
- Tax Compliance: Verify and submit attested returns, oversee TDS filing, ensure correct TDS deduction from employee salaries, and maintain proper TDS reports.
- Regulatory Compliance: Obtain government approvals and adhere to Industrial Disputes, FEMA, State Insurance, Depositories, and Foreign Exchange Management Acts.
- Legal Compliance: Monitor and comply with various legal laws, including labour, competition, and environmental laws.
- Risk Management: Advise authorities and the Board of Directors (BOD) on risk management strategies.
- Business Policies: Provide guidance on business policies, strategies, and corporate social responsibilities.
- Stakeholder Communication: Ensure effective communication between stakeholders, authorities, and the government.
- Intellectual Property: Manage and safeguard the intellectual rights of the company.
- Ethical Responsibility: Ensure honest and ethical conduct in all duties, maintaining integrity in dealings and upholding the legal rights of the company. Adherence to ethical standards is crucial to building trust and credibility within the organization.
Responsibilities of a Company Secretary in India
Here are some key responsibilities of a Company Secretary in India in practice: CS as a Business Facilitator: The Companies Act empowers a Company Secretary with specific rights, allowing them to spearhead the promotion and incorporation of companies, manage company audits and certification services, sign annual returns, oversee corporate restructuring and takeovers, transparently scrutinize reports and voting procedures, administer the revival of sick companies, become a technical member of the Company Law Tribunal, and investigate taxation and corporate affairs. CS as an Auditor: To ensure corporate discipline and compliance with laws, the Companies Act entrusts a Company Secretary to attach a Secretarial Audit Report (Form MR-3) to authorities. This report ensures the company's adherence to procedures outlined in general laws and legal acts, with a duty to report any fraudulent activities to the government. CS in Regulatory Compliance: Company Secretaries play a pivotal role in ensuring that businesses comply with regulatory requirements. This involves staying abreast of legal changes, implementing necessary adjustments in company procedures, and safeguarding the organization from legal pitfalls. CS as an Advising Agent: A Company Secretary acts as an advising agent in various scenarios, including the issuance of shares, drafting of prospectuses/sale letters, matters related to securities and private placements, buyback of shares, fundraising from international markets, loan syndication and documentation, income tax planning, drafting legal documents, handling intellectual property rights, and providing guidance in policies related to mergers, amalgamations, and joint ventures. CS in Corporate Governance : Company Secretaries contribute significantly to maintaining high standards of corporate governance. They guide the company's adherence to ethical practices, transparency, and accountability, fostering a culture of responsible decision-making within the organization.Statutory Restrictions and Authority of a Company Secretary
A Company Secretary operates within defined constraints set by ICSI and regulatory bodies. As a company representative, they are responsible for any negligence leading to duty discharge, prohibited from exceeding their authority, obligated to keep company secrets confidential, and subject to dismissal for deriving secret profits. Additionally, they are restricted from entering contracts, borrowing money, acknowledging debts, and registering/transferring shares without proper Board of Directors (BOD) authorization. Therefore, the Company Secretary in India plays a pivotal role in upholding legal standards and fostering corporate governance. Their diverse responsibilities contribute to the integrity and compliance of a company, making them an integral part of its success. Moreover, PhysicsWallah (PW) stands out as a top-notch coaching institute. With its commitment to excellence, PW not only prepares individuals for CS exams but instils the values necessary for effective Company Secretaries, making it a standout choice for aspiring professionals in this field. Accelerate your success with the PW CS Online Course . Join now for a future in Company Secretarial excellence!Roles and Responsibilities of Company Secretary FAQs
What does a company secretary do?
A company secretary, as a legal representative, handles crucial regulatory tasks like overseeing the company's incorporation, preparing and auditing business reports, filing annual returns, and staying updated on regulatory changes. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
What are the responsibilities of a company secretary?
The company secretary is responsible for maintaining accurate financial reports, advising the board on governance matters, facilitating the induction of new directors, and supporting the professional development of the board. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
Can a company secretary become a CEO?
Yes, a company secretary can ascend to the position of CEO, maintaining close communication with the board of directors. Their involvement in various aspects of firm administration positions them for potential leadership roles. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
Is being a company secretary a good career?
Being a Company Secretary in India is a prestigious and responsible profession. It involves ensuring that a company operates within legal frameworks, providing both respect and legal accountability. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
What is the role of company secretaries in India?
Company secretaries in India report to the Board on compliance with legal provisions, ensure adherence to secretarial standards and fulfill other prescribed duties for effective corporate governance. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
What are the qualifications of company secretaries in India?
Company secretaries in India are qualified professionals with the necessary knowledge and expertise to handle legal and regulatory aspects of a company's operation, ensuring compliance and good governance. Also, for more detailed information on the Roles and Responsibilities of Company Secretary in India, check the above article.
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