As per Section 2(24) of The Companies Act 2013, ‘company secretary’ or ‘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.
CS cannot be an artificial legal entity, only a natural human being can be appointed as a Company secretary who has qualified the exams conducted by ICSI.
CS bridges the gap between a company and government as allows corporate sector, a smooth compliance management.He/She assure the filing and reporting of every important activity of a company being an expert of The Companies Act, 2013.
WHO CAN APPOINT CS?
As per Section 203 of The Companies Act 2013, Every listed company and every other company having paid-up share capital of rupees 10 crores or more shall have a whole time company secretary in their board.
However as per the recent amendment in Rule 8A of Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – 8A Appointment of Company Secretaries in Companies Not Covered Under Rule 8
Every private company which has a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary. As per the directions given by RBI, Advertisement Every bank whether listed or otherwise shall mandatorily appoint a company secretary in their board.
Appointment of a Company Secretary in a Company required a good budget as the professional is always paid for his/her unique knowledge as a CS. The degree of a Company Secretray is equivalent to any Masters’s degree as well.
PROCESS OF APPOINTMENT OF COMPANY SECRETARY,
After giving proper notice, a board meeting should be conducted where necessary resolutions are passed for the company secretary’s appointment. The person appointed as company secretary should give written consent to act as same.
After the meeting, an appointment letter should be given to the company secretary so appointed. The company should file Form DIR 12(necessary documents to be attached) with ROC within 30 days of the appointment. Also, inform the stock exchange within 30 minutes of the conclusion of the meeting.
In the case of Listed and any other public companies form MGT 14 is also required to be filed at MCA within 30 days of the Board Meeting. This form contains an attachment of the Board Resolution passed for hiring a Company Secretary.
DUTIES OF COMPANY SECRETARY
The duties of the Company Secretary are as follows:- to provide necessary guidance to the directors of the company 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 assist the Board in the conduct of the affairs of the company and in ensuring good corporate governance. such other duties as may be assigned by the Board from time to time.
OFFENCES & PENALTIES
As per Section 203 of The Companies Act 2013, If any company makes any default, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
Annu Sharma is a qualified Company Secretary as well as a Certified CSR Professional and a Law graduate with rich experience of 4 years in secretarial, corporate legal affairs, management and corporate governance; in different industry sectors. Featured on Tax Guru.In, Compliance Calendar LLP and Blogger.com.