Role and Functions of Company Secretary in Corporate Governance
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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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
