A Company Secretary plays a very important role in the capital market and its related compliances.
“The Company Secretary is the versatile Professional in securities laws and compliances. The CS is enjoined with the conduct of secretarial audit for listed companies, audit of intermediaries, and appearance before Tribunals to be set up and many more implicit and explicit areas covering wide range of issues such as compliance officer etc”.
The disclosure, transparency, accountability and investor protection are important for growth and development of capital market. This requires listed companies to comply with requirements under various regulations and guidelines issued by SEBI and stock exchanges. The companies accessing capital market need to have a professional who is expert in capital markets and corporate governance, in ensuring adherence to all compliances which they find in the form of a Company Secretary.
Company Secretaries are now more popularly known as “Governance Professionals” and are called upon to guide the corporate board on various strategic, governance-related and compliance issues related to capital markets. Broadly, CS professionals have been authorized to verify compliances and issue certificates under various securities laws, SEBI regulations and guidelines, Listing agreements, etc.
A Company Secretary has been authorized to be Compliance Officer under the following:
1. Equity Listing Agreements
2. Issue of debt securities
3. Model listing agreement for Indian Depository Receipts (IDRs)
4. Listing agreements for IDRs who are signatories to MoU of IOSCO
5. SME listing agreements
6. Various capital market intermediaries such as members of stock exchange, depository participants, mutual funds, merchant bankers, etc.
7. Preference shares issues related activities and compliances.
8. Buy back, take over, amalgamation etc compliances.
9. Insolvency resolution related compliances.
10. Can act as registered valuer, Insolvency resolution professional, forensic auditor etc, if additionally qualified.
A Company Secretary has been also authorized to issue quarterly certificate to regard to reconciliation of total capital held by the depository in the DEMAT form, details of change in capital during the quarter, etc. under SEBI regulations.
Moreover, a practising Company Secretary is authorized to undertake internal audit of various capital market intermediaries such as portfolio managers, stockbrokers/trading members, credit rating agencies, depository participants, investment advisors, etc.
There is an endless list of regulatory compliances, certifications, responsibilities, etc. that a CS professional is required to understand and ensure compliance primarily under Company Law or under SEBI regulations or under listing agreements.