Appointment, Roles, Removal of a Company Secretary- A Basic Overview

Every business aims to hire high-calibre employees who can work efficiently to maximize revenues. A Company Secretary is assigned to function at various management levels, maintaining corporate governance and seamless administration of the company, in accordance with this method. As a multidisciplinary profession, they have a variety of responsibilities that must carry out in a legal and justified manner. This article will present you with the vital facts of their work profile, including their key functions and responsibilities that are critical to an organization’s efficient operation.

What do you mean by Company Secretary?

It is a person who is a member of the Institute of Company Secretaries of India, according to the COMPANY SECRETARIES ACT, 1980. In a corporate or public sector organization, it is a senior job. It is also known as Compliance Officers, and it is one of the main managerial jobs in any organization (which usually includes the CEO and CFO). Cs is in charge of the company’s effective administration, notably in terms of ensuring compliance with statutory and regulatory requirements and ensuring that the board of directors’ decisions is bought off. Also, they are the firm’s representatives on legal documents, and it is their job to make sure the company and its directors follow the law.

Who should have a company secretary or KMP?

All listed companies and other companies with a paid-up share capital of Rs.5 crore or more necessary to have full-time key managerial people. However, including the following full-time key managerial personnel:

• Managing director, Chief Executive Officer, or manager, and a full-time director in their absence;
• Managing Director of Finance; and
• Secretary of the Corporation

The procedure for appointing Company Secretary

• Arrange for a Board Meeting only after notifying each director, to consider, among other things, the following issues. Approve the terms and conditions for the proposed appointment of the Company Secretary (CS).
• Obtain the individual who will appoint as CS written consent.
• Before the board meeting, notify the Stock Exchange with which the company’s shares that list on the date of the meeting.
• By mail or fax, notify the stated Stock Exchange of the outcome of the Board Meeting within 15 minutes of the meeting.
• Within 30 days of the date of appointment, file the appropriate paperwork with the appropriate ROC.
• Payment of the requisite charge is necessary.
• Make the necessary entries in the Secretary’s Register of Directors.
• The term “whole-time secretary” denotes that a CS must employ by the company full-time.

Roles and Responsibilities of a Company Secretary

According to Section 205(1) of the Companies Act, 2013, the Company Secretary’s responsibilities include:

• Must make a report to the Board on the company’s compliance with the terms, rules, and other applicable legislation;
• To guarantee that the organisation follows all applicable secretarial regulations;
• Also, to do any other duties that may be assign to them.

Several other duties of Company Secretary

• Assist the board of directors with any questions they may have about their powers, duties, and obligations.
• Facilitate the holding of meetings, attend general, board, and committee meetings, and keep meeting minutes.
• As needed by the Act, get permissions from general and board meetings, the government, and other appropriate authorities.
• Represent the Act in front of regulators and other authorities in connection with the discharge of duties under the Act.
• Also they assist the company’s board of directors in managing the company’s activities.
• Ensure good corporate governance and best practises by advising and assisting the board in compliance with corporate governance regulations.
• Assume any other responsibilities imposed by the Act or rules.

What is the Legal Restrictions and Authority of a Company Secretary?

The Company Secretary is bind by the ICSI and other regulatory authorities’ limits and liability regulations. However, he is liable for any negligence that may result in the discharge of his duty as a representative body of the Corporation; liable for doing something outside his authority; if a company is bind to keep secrets from outsiders, he can fire because the Company is making a secret profit. Furthermore, not permitted to enter into a contract on behalf of the Company unless the Board of Directors has approved it; Also, he is not permitted to borrow money on behalf of the Company; not allowed to recognize a debt against a company’s suit, and he is not permitted to register or transfer shares without the approval of the authorized Board of Directors.

Removal of a Company Secretary

• The board of directors can fire the CS by fulfilling the terms of his or her appointment and recording it.
• After giving notice to the company’s directors about the CS’s resignation, pass a board resolution in the board meeting.
• Also, within thirty days, file form DIR-12 with the Registrar of Companies, together with the required filing costs.
•  However, In the case of a publicly traded company, notify the stock exchange where the company’s shares are to trade.
• Furthermore, make the necessary entries in the register kept to keep track of company secretaries’ information.

Conclusion

In contrast with the above information, as we now know Company Secretaries play a crucial part in the operation of a business. On the other hand, they have a number of legal and moral obligations to the company. Also, they perform a variety of duties and responsibilities, including compliance, representation, and drafting. Likewise, CS’s requirements and obligations must not look over. If a firm fails to observe the Companies Act and applicable rules, CS can also impose a variety of sanctions.