Appointing a Company Secretary
In accordance with the law that governs private or public businesses with a paid-up shares capital of 10 crores or greater must hire an all-time corporate secretary. Furthermore, all companies listed are required to have full-time management staff.
The key personnel in the administration comprise:
- Chief Executive Officer
- The Company Secretary
- Chief Financial Officer
- A Director who is full-time
In the article, we will discuss the duties of a secretary for your company and how to choose one for your business.
Who is a company secretary?
A secretary for a company is accountable for all administrative duties of the company, often referred to as compliance for the company.
They are also accountable for the filing of confirmation statements as well as other crucial documentation for confirmation statements and other important documents to Companies Registrar, and they frequently take care of other administrative duties including arranging board meetings.
The company secretary can’t be the same person who is the director of the company with limited status. However, absent a secretary for the company, the director of the company will have to assume the duties of the company director.
There isn’t any formal training needed for a secretary in a business. However, they will be accountable for a large number of administrative tasks. It is suggested that the person who is ideal for the job is organized efficient, efficient, and has some knowledge of the business’s financial structure and structure.
How do appoint a Company Secretary?
- Choose the ideal candidate: Choose a person who is knowledgeable and is accountable for managing the secretary for the company job. It is possible to advertise for the job through various channels and businesses can take this step of appointing the company secretary on the internet. After receiving applications, select the top candidates using their resumes as well as through an interview process. Talk about and agree on the appointment.
- Conduct the board meeting: Every member of the directors’ board for the business must be informed of how to conduct the meeting. The notice should be sent to the address of the directors. A schedule for the selection of a company secretary will be debated during the meeting. The board votes on an resolution that approves the appointment of the new secretary.
- Make an appointment note to the full-time secretary of the company.
- When the appointment is confirmed and the company is appointed, it must fill out the appropriate documents, like Form DIR-12 along with ROC must be filed, Offices) Rules 2014 and complete the relevant forms, such as Form MGT-14. It must be accompanied by an original copy of the resolution passed by the board after 30 calendar days from the passing of the resolution.
- The secretary isn’t allowed to have a position in more than one business. It is possible to make exceptions when the other companies are subsidiaries of the main firm.
Role of a company secretary
The roles given below must be carried out by the designated company secretary:
- Provide the organization’s compliance statements to the board of directors.
- Make sure the business complies with all secretarial requirements.
- Perform any additional obligations imposed by the organization’s board of directors occasionally.
Duties of a Company Secretary
To perform the duties of a secretary of the company must fulfill the following tasks:
- Check that the company is following the appropriate secretarial standards
- The board of directors should be aware of the laws and rules that apply to your company.
- Provide advice to the board of directors members to assist them in their responsibilities and duties towards the company.
- Aid in the organizing and recording of meeting with the people concerned including the board of directors.
- Aid the board in complying with all corporate governance requirements.
- The company’s representation before regulators and other authorities.
- Serve as the principal executive of the company and take signatures on documents for the corporation, if approved by the board of directors.
- The obligation to sign shares certificates falls in the corporate secretary’s hands after his appointment. It is also the responsibility of the directors if the company secretary hasn’t been appointed yet.
- It is signed by both the directors and secretary of the company before filing the return with the Registrar of Companies. The company secretary may sign the return when the business does not have a full-time secretary for the company.
- A secretary for a company must work with the stock exchange and depository for Demat shares.
- If a company is formed through the submission of the required documents like an MOA or AOA the secretary of the company can be the one to sign the declarations. The same can be done by who is identified in the document as manager or director
- Other duties in addition to the above responsibilities are assigned by the corporate secretary based on different laws as well in accordance with the policy of the company. The secretary for the company is also required to manage the tasks related to the business when it is deemed necessary by the board of directors.
- The secretary is not able to ever able to borrow money on behalf of the business
- The company secretary, as the officer in default’, is sanctioned along with the other important personnel, including the director, manager, or managing director.
How to Remove a Company Secretary?
The following steps are involved in dismissing a company secretary:
- By fulfilling all of the appointment’s conditions and documenting them, the board of directors may terminate the CS’s employment.
- After notifying all of the organization’s directors of the removal or departure of the Secretary, the board votes to remove the CS during the meeting.
- Within a month, submit the form DIR-12 together with the required filing costs to the Registrar of Companies.
- In the instance of a listed firm, notify the stock market where the business’s stocks are listed.
- Make the necessary entries in the register to keep tracking the information about corporate secretaries.
At the board meeting, the corporation must fill the vacant Company Secretary job within a period of six months.
The secretary of the company is among the most important managers. They have a lot of authority within the company and could lead the business to the brink of success or failure based on their choices.
Since they are the one who has such a large amount of responsibility, they need to be someone that the board can believe in, and also exhibits the ability to manage their duties effectively. The authority to appoint and detaching a company secretary is the sole discretion of the board, after following the proper procedure.
A person cannot be named the Director for the Whole Time in two firms. The term “whole-time director” is a director who is in the full time employed by the business.
It’s not feasible since, as per the law you can’t pursue a different career path in the field of law in any court. However, you are able to appear in the courts and in company law boards.
The Company Secretary who is practicing should not engage in any kind of business or other occupation other than that of practicing as a Company Secretary without the specific or general approval of the Council through a resolution in that regard.
The office of the company secretary assists members of the directors’ board with governance and the responsibilities that the directors have. This includes addressing areas of shareholder interests and conflicts of interest advisories to investors and complying in accordance with the applicable codes.
Any company that is required by law to appoint a Company Secretary (C.S.) shall be liable to a penalty of five lakh rupees, and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees, with a further penalty of one thousand rupees for each day after the first during which such default continues, but not exceeding five lakh rupees.
If a Company Secretary (C.S.) resigns, she or he may do so at any moment after giving notice and providing a cause. The firm will make the necessary efforts to accommodate such a resignation. It should be emphasized that the resulting vacancy must be filled by the Board at a Board meeting within six months of the date of such vacancy.
For the appointment of a Company Secretary (C.S.), all companies must complete E-Form DIR-12. All public companies must additionally file an E-Form MGT-14 Board Resolution for the nomination of a Company Secretary as Key Managerial Personnel (KMP). Both of the aforementioned documents must be completed within 30 days of the Board Meeting at which the appointment is authorized.