This article has been written by Mr. Aditya Raj Pandey, a 2nd Year BA LLB student from Symbiosis Law School, Hyderabad
COMPANY SECRETARIES: ROLES AND RESPONSIBILITIES
As we all know that after Liberalization, Modernization and Globalisation, the economy of India as well as market opens greatly which impliedly invites many companies to set up their offices or manufacturing unit in the territory of India. Now, as they established the company or any such firm, then they requires employee in order to run their business and thus they select different categories of employees ranging from high category to the lower most from our country.
In this article, we will discuss about one such position in the company which is known as Company Secretary. It is one of the highest position in any corporation after board of directors and we can say that it is position with utmost responsibilities. Also, it is essential to penned down that in India, we have specific set of acts & laws which governs the position of company secretary and provides it roles and responsibilities as well.
DEFINITION, QUALIFICATION AND APPOINTMENT OF COMPANY SECTRETARY
Till now, we already saw the basic introduction for company secretary, it is the time to move towards the in depth study about the company secretary. According to Companies Act of 1956, company secretary is any person who has the qualification prescribed under companies secretaries act. Therefore, we can say that the definition of company secretary is not clearly stated in the act of 1956.
Company Secretaries Act, 1980 defines the term under sec. 2(i)(c). According to this, company secretary is a person who is the member of the Institute of Companies Secretary of India. Thus, we can say that the membership of the institute is of utmost importance for obtaining the position of company secretary in India in any corporation or firms.
Apart from the legal definition, it can also be defined as a person who is an employee and have depth knowledge of corporate law along with the skills to interpret these laws properly & hence provides aid to the company to reach the new heights and achievements.
The definition is not all the way helping any company or firm in any manner, rather the appoint will help. Thus, in order to be appointed as company secretary the person need to have some qualifications, which is also prescribed by the law particularly. The qualifications are listed as follows:
(A) The person should be the member of company secretary of India.
(B) The person should have a degree in law from recognised university.
(C) The person should also be the member of ICA, India.
(D) A post graduate degree or diploma is essential in management or commerce.
(E) Diploma in company law is also one of the essential qualifications.
Apart from the listed ones, there are other specials qualifications also, which is required to hold the position of company secretary. A person who is going to be appointed as company secretary must have knowledge of companies law along with the mercantile law and should also posses the knowledge of economic, social and political conditions of the country.
Now, when the question comes to the appointment, it is essential to state that any person who have the prescribed qualifications can be appointed to be the company secretary of the firm. The secretary for the first time for any corporation is appointed by the promoters of that particular organization and the name should be mentioned in the Articles of Association. Now, if the same person is appointed subsequently then the appointment can be made in the meeting of board of directors by passing a resolution. An important point to note down here is that, a director can also be appointed for the position of company secretary.
ROLES AND RESPONSIBILITIES OF A COMPANY SECRETRY
The most crucial and responsible position in any company is of company secretary. He have to carry out all his works assigned to him for the growth of company and also he have to take care of each and every employee so that a company can properly and run & function and hence continuously grows. In both the topics we discussed earlier, we saw the general meaning, qualifications along with the appointment. Now, as he or she is appointed, there are some duties, roles and responsibilities which the person has to fulfil and follow.
According to Companies Act, section 205, the roles of the secretaries are:
- The secretary have to provide each and every information related to company’s registration and allotment to the registrar or any concerned person as such
- The company secretaries have to keep the track of share warrant holders and also constantly works for the increase in share capital.
- They have to file the annual returns along with statutory books management and preparation of minutes of the all types of meeting & giving the required updates to the members of the company.
- The company’s secretaries also have to validate and substantiate the financial statement of the corporation and along with it, he also have to ensure that TDS is deducted from the salaries of employee, in the correct proportion.
- Last but not the least, he also have to take the permissions of different types from the government or any such competent authorities.
The above discussed are the roles of the secretary of any company. Along with the roles, the responsibility or the duties are equivalently vital and hence we will discuss the responsibilities now. The company Secretary is duly responsible for the listed things or he / she hold the responsibility regarding the listed matters:
- The first and the foremost important responsibility of any CS is to inform and give knowledge to Board of Directors regarding the compliance statement of the company.
- The Secretaries also have to handle company certifications, audit amenities, annual returns & corporate restructuring.
- Along with the listed responsibilities, the company secretary is also solely responsible to conduct taxation and criminal investigation for any such act committed by anyone of the corporation.
- The secretary is duly responsible to produce and mange Secretarial Audit report in the MR-3 form type.
- Not only this much, the CS is also equally responsible in an company to maintain discipline and compliance with corporate laws.
The position of Company secretary is one of the vital position in corporations or firms around the world. Without the presence of such position and a competent person on it, its almost impossible to maintain the unity and dignity if any such corporations. As we already observed that, how they are so essential and responsible for each and every movement of the company and hence, we can say that without them, it is almost impossible to run any firm or company. Towards the end, I want to say that, the position of company secretary is of Managerial Level, which means it is among the highest level in any entity and also the person selected for this position is liable for smooth operation or proper operation of the company in both ways, i.e. business and legal. Therefor, at last, I want to conclude by saying that, although he have the position comparable to director but in the reality he is only a employee or a workforce member with advisory powers and thus works as a Key Managerial Personnel.
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