Along with being financially rewarding, a career as a Company Secretary also carries a high degree of job satisfaction. Whether a company is in the public or private sectors or an NGO, a company secretary is an essential member of the governance team.
The Company Secretary (CS) is a key manager of the company. He is charged with compliance and legal aspects of the company. The primary role of ČS is to maintain the company’s accounting books, audit the company’s tax returns, advise the board of directors regarding the company’s legal and financial risks and ensure compliance with legal regulations.
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Who is the Company Secretary?
A company secretary works at the highest level of a company, the Managerial Level. This person is in charge of ensuring that the company runs smoothly and that all legal requirements are met. A company secretary is an Institute of Company Secretaries of India (ICSI) member or has the necessary qualifications.
The Companies Act, 2013 has been amended to require companies with a paid-up capital of at least 5 crores to appoint a Company Secretary. Company secretaries provide critical advice to a board of directors in these critical areas, drawing on their extensive knowledge of finance, corporate law, governance, and corporate secretarial practise. They provide assistance to the Chair, CEO, and non-executive directors.
A company secretary works in a wide range of organisations, including commercial businesses, government agencies (such as local government and the NHS), and Non-Profit Organisations (e.g. professional bodies and charities.) Some work as sole practitioners, small partnerships, or employees of professional services organisations, providing corporate secretarial services to a variety of customers for a fee.
A company secretary is more than just an employee; his abilities and in-depth knowledge of business regulations have the potential to propel a company to new heights. He is an expert in corporate law and interpretation. As a result, he understands every piece of legislation that a business must follow, including labour, tax, banking, and others.
Functions of Company Secretary
The following are the functions of Company Secretary in a Company:
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- Report to the Board of Directors on the company’s declaration of compliance.
- To ensure that the company adheres to all secretarial standards.
- Perform all other duties as may be determined by the company’s board of directors.
- Convene and direct meetings of the Board of Directors and its shareholders.
- To represent the company before all regulatory bodies, tribunal etc. on behalf of the company.
- Assist and advise the Board of Directors in relation to proper corporate governance practices.
- Advise the board of directors in the performance of company affairs.
Roles and Responsibilities of a Company Secretary
The CS appointed by the company must perform the following functions as stipulated in Section 205 of the Companies Act, 2013:
- Report to the Board of Directors on the Company’s Declaration of Conformity
- Ensure the company adheres to all secretarial standards.
- Perform all other duties as may be prescribed from time to time by the Board of Directors of the company.
Duties of a Company Secretary
Rule 10 of the Rules sets out the obligations of the CS, which are as follows:
- Provide the directors of the company such instructions as they may require as to their powers, duties, and responsibilities.
- Facilitate the convening of meetings; attend general meetings; board and committee meetings; and keep minutes of these meetings.
- Obtain approval from the General Meeting, Board of Trustees, government and other required authorities as provided in the provisions of the Act.
- Representation before several regulators and other authorities under the law related to the fulfilment of obligations under the law.
- To assist the company’s board of directors in the management of the company’s affairs.
- Advice and assistance to the Board of Directors in meeting corporate governance requirements, ensuring good corporate governance and best practices.
- To fulfil other legal or regulatory obligations
Resignation Process of a Company Secretary
Following are the resignation process of a Company Secretary:
- The company secretary can be dismissed by the board of directors upon fulfilment of all the conditions of appointment, and the board of directors is obliged to record this.
- To adopt the resolution of the board of directors at the meeting of the board of directors after notification to all directors of the company regarding the dismissal/resignation of the company secretary.
- Submit Form DIR-12 to the Commercial Register in electronic format within thirty days, along with the required filing fees.
- Inform the exchange where the company’s shares are listed.
- Make the necessary entries in the register, which is kept for recording information about company secretaries.
- The vacant position of the company secretary should be filled within 6 months at the meeting of the board of directors.
Format of Resignation of a Company Secretary
Format of Resignation of Company Secretary is shown below:
Format of Resignation of Company Secretary (CS)
LETTER HEAD
Date of BM
To The Board of Directors,
Name of Company,
Address of Company,
Subject: Resignation of the position of Company Secretary
Dear Sir,
I hereby tender my resignation from the position of Company Secretary and Compliance Officer of the Company for_____________ reasons. I respectfully request that the Board of Directors relieve me of my duties as of the date of BM___. Please make arrangements to submit the necessary forms to the Registrar of Companies in Delhi and Haryana to give effect to this resignation.
Thank you
Note: Format of resignation of Company Secretary of company is shown above for understanding purpose.
Conclusion
The company should fill the vacated position of the Secretary within six months at a meeting of the board of directors. The materials listed here are for informational purposes only. The information presented on this site does not constitute legal or professional advice and should not be relied upon for such purposes or used as a substitute for legal advice from an attorney licenced in your state.
