Definition of Company Secretary

As per Section 2 sub section 24 of Companies Act, 2013

Company Secretary or secretary means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a Company Secretary under this Act;

As per clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 

“Company Secretary” means a person who is a member of the Institute of Company Secretary of India.

Appointment of CS as a whole time Company Secretary [Notification No. G.S.R. 390(E) on 9th June 2014] SECTION 203 of The Companies Act, 2013

MCA (Ministry of Corporate Affairs) vide the Notification No. G.S.R. 390(E) on 9th June 2014 in Official Gazette amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding appointment of Company Secretary.

 As per the aforesaid notification now, companies having paid-up capital of Rs 5 crores or more has to mandatorily have a Company Secretary in whole time employment.

Image result for cs cs kmpAppointment of CS as a KMP

Provision of Rule- 8

“The Companies Appointment and Remuneration of Managerial Personnel, Rules 2014” Chapter XIII SECTION 203 of The Companies Act, 2013

Requirement to appoint Company Secretary. Every listed Company & other public company having paid-up share capital of 10 Cr. Or more has to appoint CS as a KMP.

Appointment Forms of CS as a whole time Company Secretary

  • DIR-12
  • MR-1(only for public company)

Appointment Forms of CS as a KMP

  • MGT-14
  • DIR – 12
  • MR-1 (only for public company)

RESPONSIBILITIES AND DUTIES OF COMPANY SECRETARY AS A WHOLE TIME COMPANY SECRETARY

  • Arranging meetings for the Board of Directors, Management Committee and AGM as well as coordinate to ensure that all resolutions have been implemented and complied with the Company’s Articles of Association.
  • Ensuring the compliance of the Company and the Board of Directors with the relevant laws, rules & regulations, resolutions of both the Board and AGM’s meetings including corporate governance practices.
  • Providing support for Directors and Executives to attend training courses in their relevant areas.
  • Arranging Director’s training/briefing for newly appointed Directors.
  • Informing Directors and Executives of any changes in regulations related to them.
  • Evaluating the performance of the Board of Directors.
  • Preparing and keeping important documents of the Company.

RESPONSIBILITIES AND DUTIES OF A COMPANY SECRETARY AS KEY MANAGERIAL PERSONNEL (KMP)

  • 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;
  • To facilitate the convening of meetings and attend board, committee and general meetings and maintain the minutes of these meetings;
  • To obtain approvals from the board, general meeting, the government and such other authorities as required under the provisions of the act;
  • To represent before various regulators, and other authorities under the act in connection with discharge of various duties under the act;
  • To assist the board in the conduct of the affairs of the company;
  • To assist and advise the board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and
  • To discharge such other duties as have been specified under the act or rules; and
  • Such other duties as may be assigned by the board from time to time.