The Company Secretary (CS) is an executive in a company who is responsible for managing and administering the company’s affairs. Among others, he is one of the legal representatives of an organization handling such operations as incorporation, preparations and audits of business reports, filing of annual returns, dealing with amendments to regulations, etc.
Additionally, he serves as a Business Advisor to the board of directors of the company, providing guidance in the areas of incorporation laws, corporate governance, strategic management, project planning, and capital markets and securities laws. In a nutshell, a Company Secretary is an official who works in the company’s legal department as well as the company’s compliance officer.
The roles of a company secretary can be summarized as follows:
As a legal mentor, the secretary must make sure all business procedures comply with all legal provisions; if not, he may be dismissed for dishonesty or infringement of the company’s legal rights.
Companies Act duties:
The company’s incorporation procedures include authenticating documents and procedures used during registration, ensuring the registration and allotment details are delivered to the registrar, applying for an increase in share capital, overseeing allotment details for share certificates, keeping record of share warrant holders;Complying and filing annual returns; releasing statutory declarations for commencement certificates; managing statutory books; giving meeting updates and general meeting notices to every member; authenticating financial reports and statements (Balance Sheets and Profit & Loss Statements) of non-banking financial companies; filing resolutions with the register and preparing minutes of all board and general meetings within 30 days.
Income Tax Act duties:
Ensure that proper TDS is deducted from the salary of employees; ensure that TDS reports are properly maintained and that TDS is submitted to the government in a timely manner. Verify and submit attested returns & forms; oversee the authentication and filing of TDS (Tax Deducted at Source).
Other Acts’ duties:
Complying with regulatory procedures pertaining to industrial disputes, the Federal Emergency Management Agency Act, and state laws Insurance Act, the Depositories Act 1996, and the Foreign Exchange Management Act.
Companies Secretary as Business Benefactor: A company secretary has a number of rights under the Companies Act, including promotion and incorporation, managing audits and certifications, signing annual returns, restructuring and taking over companies, reviewing voting procedures and reports in a transparent manner, administering sick companies, participating as an expert in the Company Law Tribunal, and investigating taxation and corporate affairs matters.
Company Secretaries as Auditors : In order to ensure corporate compliance and discipline, the Companies Act requires that a company secretary submit a Secretarial Audit Report to the authorities in form MR-3 that ensures the company adheres to the procedures defined by general laws and legal acts; that any offensive fraud found should be reported to the government.
Company Secretaries as Advising Agent: As an advisor, CS advises clients on – issuance of shares, drafting prospectus and sale letter, security issues, private placements, and share buybacks; raising funds from international markets, loan syndication, income tax planning, drafting legal documents; matters relating to intellectual property rights; guiding merger, amalgamation, and joint venture policies.
Other important topics: