Company Secretary-The range of services that a Company Secretary is trained to carry out is wide. In actual practice, it will depend upon the size of the company he is working with. The nature of activities that the company is engaged in will also affect the type of services that a Company Secretary is required to provide.
Functions of a Company Secretary:
A Company Secretary has been recognized by law as one of the principal officers of the Company. The knowledge that he acquires during training makes him versatile enough to carry out functions in various areas like corporate laws, finance, accounts, legal administration division.
Training as a Company Secretary equips a person to provide the following services. Handling legal aspects that need to be covered for incorporation, formation, promotion, amalgamation, re-organisation or winding up of a company, are the responsibilities of a Company Secretary.
All legalities involved with inter-corporate investments and loans are looked after by a Company Secretary.
All responsibilities attached to meetings of Board of Directors and meetings of Shareholders are attached to the Company Secretary. He is responsible for scheduling them in consultation with other members of the management team, conduct the meetings and maintain all records related to the meetings.
He is responsible for maintaining proper records of minutes, statutory registers, security of common seal, issue and transfer of shares and submission of various returns/forms/applications to various govt authorities pursuant to the FEMA, the Companies Act, 1956 and other corporate laws.
Depending upon the needs of the company that he is working for, a Company Secretary is required to handle matters related to central/state sales tax, excise laws, labour laws.
Looking into the details of processing applications for management appointments and their remuneration is also the responsibility of a Company Secretary.
A Company Secretary handles matters related to obtaining institutional finance. Responsibilities in this regard would include getting project approvals, obtaining relevant licences and permits, zeroing in on all requirements under the MRTP (Monopolies and Restrictive Trade Practices Act) and FEMA (Foreign Exchange Regulation Act) and any other relevant legislation.
As per the Companies Act, 1956, He is an authorized signatory for and on behalf of the Company and he can sign legal agreements/documents by the order and instructions of the Board.
The Company secretary is authorised to sign the annual returns of the company, as also represent the company when a situation demands it. The above-mentioned duties are just a broad guideline of what is expected of a Company Secretary.
If Board authorizes then he is responsible for management of all relevant project financing issues needing legal inputs including formulation and implementation of legal policies, issuance of documentation, circulars after due approvals, co-ordination of all legal cases for or against the company. He oversees and monitors formulation of legal documentation and compliances thereto.
Illustrative list of work for CS :
w Indian and foreign Shareholders’ share certificates/meetings/dividend related matters
w Legal compliances under various laws
w Coordination in legal documentation/ legal issues in various agreements of the Company
w Acts as the compliance officer
w Filing of applications, if required to the ROC/CLB/Regional Director ( Western Region)
w Authentication of annual accounts i.e. Balance Sheet and P & L Account.
w Signing and authentication of annual return
w Preparation and Filing of various returns/ forms with tax authorities/ROC.
w Maintenance & updation of various Statutory Registers viz. Register of Director, Register of Director’s, Shareholding, Register of Contracts, Register of Charges
w Maintaining and safe custody of Minutes Books of Board, General Body Meetings
w Timely Compliance of various Corporate Actions viz
o Payment of dividend
o Monitoring the reconciliation of dividend account
o Split up of Shares
o Transfer of Shares
o Transmission of shares
w Directors’ Meeting every Quarterly : Preparation of Draft Agenda, circulation of finalised agenda, co-ordinating for arrangement of the meeting, preparation and finalising minutes of the meeting
w Annual General Meetings : Preparation of Draft Notice, preparation of draft directors’ report, despatch of finalised Notice and annual report to the shareholders of the company, co-ordinating for the meeting arrangements and conducting shareholders’ meeting