Role and Functions of Company Secretary in Corporate Governance

 
BY AKHIL GULATI
REG. NO. 240507957/11/2016
 
COMPANY SECRETARY AS PERSON
 
WHO HAS THE KNOWLEDGE OF ALL LAWS AND
ENSURE ALL COMPLIANCES OF THER COMPANIES
WHO GUIDES THE BOARD OF DIRECTORS
 
COMPANY SECRETAY PROVIDE THEIR SERVICES TO
INDUSTRIES AND TRADE AS EXTENDING ARMS
OF THEIR REGULATORY MECHANISM
 
 
 
 
CS AS A PROFESSION
 
Cs As A Profession transitioned From Support To
Companies To Key Managerial Persons In The
Corporate Sector
CS As Profession  Work In The Following Fields
 
Corporate governance
 
Secretarial work
 
Financial Market Services
 
Management Services
 
CS AS KMP
 
Company Secretary has been recognized as Key Managerial
Personnel along with the Chief Executive Officer/managing
director/manager, whole-time director and Chief Financial
Officer.
Being Key Managerial Personnel, Company Secretary is required
to be mandatorily appointed in every company belonging to such
class or classes of companies as may be prescribed as follows
Every listed company and every other public company having a paid-up
share capital of ten crore rupees or 
more shall have whole-time key
managerial personnel.
Appointment of Company Secretaries in companies not
covered under rule 8. A company other than a company
covered under rule 8 which has a paid up share capital of five
crore rupees or more shall have a whole-time company
secretary.
 
FUNCTIONS OF COMPANY SECRETARY
 
Functions of the company secretary have been codified in the
Companies Act, which include:-
1. to report to the Board about compliance with the provisions of
this Act, the rules made there under and other laws applicable to
the company;
2. to ensure that the company complies with the applicable
secretarial standards;
3. to provide to the directors of the company, collectively and
individually, such guidance as they may require, with regard to
their duties, responsibilities and powers; and
4. to assist and advise the Board in ensuring good corporate
governance and in complying with the corporate governance
requirements and best practices ;
5. other specified functions
 
CS IN SECRETARIAL WORKS
 
Secretarial Audit
Every listed company and (a) every public company
having a paid-up share capital of 50 crore rupees or
more; or (b) every public company having a turnover of
250 crore rupees or more shall annex a Secretarial Audit
Report with its Board’s report given by company
secretary in practice in Form No. MR-3;
 
CS AS GST PRACTITIONER
 
Company Secretaries being corporate legal experts can
practice as a GST Practitioner under the indirect tax
regime.
 
 
GST has provided a great opportunity to a CS to appear
as an authorised representative before any officer or
department
 
CS as a Insolvency Practitioner
 
The Companies Bill ,2011  proposes a large role of
professional like Companies Secretaries in the process
of revival, rehabilitation, and winding up of the
Companies.
 
These regulatory prescriptions will open  new areas of
practice for Companies Secretaries.
 
RIGHT TO LEGAL REPRESENTATION
 
As per Section 432, A party to any proceeding or appeal
before the Tribunal or the Appellate Tribunal, as the
case may be, may either appear in person or authorize
one or more:-
 
Chartered accountants; or
Company secretaries; or,
Cost accountants; or,
Legal practitioners; or,
Any other person like officer of the company.
 
THE COMPANY SECRETARY
 
Is Link Between Board Of Director And Shareholder,
Government And Other Stakeholders And Regulatory
Authorities
Commands High Position In The Value Chain And
Acts Conscience Seeker Of The Company
 
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Company Secretary (CS) plays a pivotal role in ensuring compliance with laws and regulations within companies. They provide essential guidance to the board of directors, assist in maintaining good corporate governance practices, and oversee secretarial and financial management services. CS is recognized as Key Managerial Personnel and is mandatory in certain classes of companies. Their functions include reporting compliance, ensuring secretarial standards, providing guidance to directors, and supporting corporate governance practices. Secretarial audit is also a key requirement for certain companies.


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  1. BY AKHIL GULATI REG. NO. 240507957/11/2016

  2. COMPANY SECRETARY AS PERSON WHO HAS THE KNOWLEDGE OF ALL LAWS AND ENSURE ALL COMPLIANCES OF THER COMPANIES WHO GUIDES THE BOARD OF DIRECTORS COMPANY SECRETAY PROVIDE THEIR SERVICES TO INDUSTRIES AND TRADE AS EXTENDING ARMS OF THEIR REGULATORY MECHANISM

  3. CS AS A PROFESSION Cs As A Profession transitioned From Support To Companies To Key Managerial Persons In The Corporate Sector CS As Profession Work In The Following Fields Corporate governance Secretarial work Financial Market Services Management Services

  4. CS AS KMP Company Secretary has been recognized as Key Managerial Personnel along with the Chief Executive Officer/managing director/manager, whole-time director and Chief Financial Officer. Being Key Managerial Personnel, Company Secretary is required to be mandatorily appointed in every company belonging to such class or classes of companies as may be prescribed as follows Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Appointment of Company Secretaries in companies not covered under rule 8. A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.

  5. FUNCTIONS OF COMPANY SECRETARY Functions of the company secretary have been codified in the Companies Act, which include:- 1. to report to the Board about compliance with the provisions of this Act, the rules made there under and other laws applicable to the company; 2. to ensure that the company complies with the applicable secretarial standards; 3. to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; and 4. to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices ; 5. other specified functions

  6. CS IN SECRETARIAL WORKS Secretarial Audit Every listed company and (a) every public company having a paid-up share capital of 50 crore rupees or more; or (b) every public company having a turnover of 250 crore rupees or more shall annex a Secretarial Audit Report with its Board s report given by company secretary in practice in Form No. MR-3;

  7. CS AS GST PRACTITIONER Company Secretaries being corporate legal experts can practice as a GST Practitioner under the indirect tax regime. GST has provided a great opportunity to a CS to appear as an authorised representative before any officer or department

  8. CS as a Insolvency Practitioner The Companies Bill ,2011 proposes a large role of professional like Companies Secretaries in the process of revival, rehabilitation, and winding up of the Companies. These regulatory prescriptions will open new areas of practice for Companies Secretaries.

  9. RIGHT TO LEGAL REPRESENTATION As per Section 432, A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal, as the case may be, may either appear in person or authorize one or more:- Chartered accountants; or Company secretaries; or, Cost accountants; or, Legal practitioners; or, Any other person like officer of the company.

  10. THE COMPANY SECRETARY Is Link Between Board Of Director And Shareholder, Government And Other Stakeholders And Regulatory Authorities Commands High Position In The Value Chain And Acts Conscience Seeker Of The Company

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