Duties and functions of Company Secretary
Company secretary course is an elite managerial course conducted by Institute of Company secretaries of India which is created by an Act an Parliament . Company secretary is an important person in the managerial and administrative part of a company.
Company secretary is considered as compliance expert and compliance officer in relation to body corporate. He performs and manages various regulatory functions including
. selection of business idea and Plan
- Guiding to select markets to operate
- Incorporation
-event based compliances
-periodical compliances
-legal advises
- Representing the corporalid in front of various legal authorities.
- such other functions as required.
A company secretary also plays the roles of business advisory role to board of directors with regard to laws related to incorporation, corporate governance , strategic management, project planning, capital market, security market laws, competition laws, comuner protection laws and such other laws.
According to the Companies Act, the Company Secretary is an individual who –
-Is a member of Institute of Company Secretaries of India (ICSI) & ;
-Performs functions defined by ICSI and follows rules and regulations defined under the Companies Act and such other laws.
-section 203, 205 of The Companies Act makes it compulsory for Such companies to appoint key managerial persons , company secretary is recognised as a key Managerial personnel.
-Private Company having paid-up capital of Rs. 10 Crore or more.
-Public Company having paid-up capital from Rs. 10 Crore.
Being characterized by numerous roles and duties; a company secretary holds a multi-disciplinary background. This article will guide you with some important aspects of defining the legal status of a Company Secretary in India in terms of both employment and practice.
Role of a Company Secretary
The company secretary is a building block of a company; he must perform his duties with reasonable care. Other than being a legal mentor he must ensure all business procedures to be matching with all legal provisions; if not complied he may be held responsible for misconduct and may be dismissed on grounds of dishonesty or infringement of legal rights of the company.
Duties as per Companies Act:
To initiate and carry incorporation procedures like authenticating documents and proceedings used in registration; assuring delivery of registration and allotment details to registrar; making application for increase in share capital; overseeing delivery details of share certificates of allotment; keeping records of share warrant holders; to comply & file annual return; releasing statutory declaration to receive commencement certificate; managing statutory books; giving meeting updates and notices of general meetings to every member; signing and authenticating financial reports and statements (Balance Sheet & Profit & loss statements ) in cases of non-banking financial companies; filing resolution with registrar and preparing minutes of all General and Board Meetings within 30 days.
Duties as per Income Tax Act:
To verify and submit attested returns & forms; to oversee authentication and filing procedure of TDS (Tax Deducted at source); ensuring that proper TDS is being deducted from the salary of employees; ensuring TDS reports are well maintained and submission of TDS to government is duly done.
Duties as per Other Acts:
Obtaining government approvals; complying with regulatory procedures of Industrial disputes; FEMA Act; State Insurance Act; Depositories Act 1996; Foreign Exchange Management Act; monitoring and complying with various legal laws like Labour laws; Competition Laws; Environmental laws, etc.
Other General Duties of a Company Secretary :
Advising authorities and BOD (Board of Directors) in risk management; business policies and strategies; corporate social responsibilities; brand equity & image building; managing intellectual rights of the company; ensuring healthy communication between stakeholders; authorities and government.
