Company Secretary

Responsibilities of a Company Secretary

A company secretary is an official or a representative who is appointed for carrying out administrative as well as ministerial duties. A company secretary mainly focuses on the well being and the growth of the company. The role of a company secretary is of utmost significance for a company as the growth of the company is largely dependent on the duties performed by a company secretary. There are huge responsibilities which need to be performed by a company secretary. Some of the main duties and responsibilities of a company secretary have been listed below.

A company secretary’s main responsibility is to organize board meetings, to notify the board of directors on the upcoming meeting, to prepare the agenda of the meeting either with the chief executive or the chairman, and to maintain the minutes of the meetings in records for future reference.

Responsibilities of a Company Secretary Annual General Meetings need to be scheduled as per the company’s article of association and companies act. A company secretary’s duty is to prepare the board of directors to handle questions raised by stakeholders, and to distribute the proxy forms. A company secretary should ensure that security arrangements are being done properly in order to avoid any kind of disruption.

The Articles of Association and Memorandum need to be gathered by a company secretary. If the situation of amendment arises then a company secretary should ensure that it is being implemented in an appropriate manner.

A company secretary needs to maintain the legal registers about the members, charges of the company, secretary and directors, shares and debentures, debenture holders and voting shares.

A company secretary is responsible for filing revised Memorandum as well as Articles of Association, resignation and discharge of directors, return of allotments, appointment notices, and lastly change in registered office in agreement with the companies act.

A company secretary is responsible for publicizing the companies account as well as the annual reports. She/he needs to maintain the register of the company of members. A company secretary has to deal with transfer of share holding, and questions raised by the stakeholders.

There should be a regular communication with share holders, both institutional and individual through notices, circulars and also take care of payment of dividends as well as interest. A company secretary needs to be cautious with the register of members to ensure that no stakeholder tries to take over the company. A company secretary is also responsible for ensuring that the commercial estimation is done properly and documents are in place.


The Role of a Company Secretary

Company Secretary is a position which is required in organizations around the world who have a certain value of paid up capital. This role denotes a high managerial position who becomes a legal representative of the company in most cases. A Company Secretary not only ensures that the Board of the company is working as per the legal directives of the country or state, but they are also responsible to ensure that the administration of the company is efficiently run and in accordance with the legal and corporate laws as set down in a country or state where the company operates.

The Role of a Company Secretary The roles and responsibilities of a Company Secretary may vary from country to country as per corporate laws but there are some essential functions which remain the same. In all sectors, private or public, there are some responsibilities at the Board level involving governance, rules and regulation and corporate conduct which need to be followed. When board or shareholder, trustee meetings are held, these need to comply with the legal, listing and regulatory requirements and so forth. These form the key responsibilities of a Company Secretary. They not only ensure compliance of the board workings as per the directives of the corporate laws, they also ensure that the decisions of the board meetings in a company are properly implemented. Proper management of the shareholders meetings and maintaining communication with the shareholders is another important role of a Company Secretary.

The responsibilities of a Company Secretary do not stop at the senior managerial or board level. They need to ensure proper running of the administration of a company which involves looking into contracts formed with customers or regulatory bodies, property administration, overlooking the management of employee benefits schemes such as pension funds or employee shares, insurance administration, financial accounts and so forth.

In North America, company or corporate secretaries have an important role to play in ensuring corporate governance in a company. They encourage the board to conduct corporate governance reviews and to issue statements of their sound corporate governance principle to the shareholders or institutional investors.

In India, a Company Secretary of a company is required to issue compliance reports and other provisions as may be required by the Companies Act of 1956. The annual returns of a company as listed on recognized stock exchanges throughout the country can only be issued after a practicing Company Secretary signs it. Such a role is recognized as similar to that of a Compliance Officer by SEBI or Securities and Exchange Board of India and they can issue compliance certificates on behalf of a company. The RBI also recognizes practicing Company Secretary as authorized personnel to sign issuing certificates on behalf of the company.


Practicing Company Secretary

Those who choose a career as a Company Secretary, have two paths before them –that they can either opt for work in an organization or choose to work as a consultant in a Company Secretaryship firm. This is a challenging career and different people find motivation in doing such a work in two different ways.

In India, when one opts for such a career, one needs to go through the rigorous three leveled programme offered by the one and only Institute of Company Secretaries of India. This institute offers the only valid certification in the country which is necessary to be able to work as a Company Secretary in a consultant or employee mode.

Practicing Company Secretary The course usually consists of three levels of programmes – the foundation, executive and professional programmes which one needs to pass in order to qualify for the practical managerial training that follows. Once a 15 months training is undertaken, one is awarded with the certification of being a CS. This is the time when one needs to decide the career path one wishes to take – that of a consultant or an employed salaried person of an organization.

Those who wish to be practicing company secretaries, need to apply for the Certificate of Practice which is issued by the institute. Without this, one would be unable to practice as CS independently.

Practicing company secretaries have been empowered by law to render their services in various instances. Companies which have a paid up capital of ten lakhs or more but less than five crores, do not need to engage a full time Company Secretary on their rolls but need a compliance certificate to be issued by a practicing Company Secretary. As per the Listing Agreement, practicing company secretaries are required to issue compliance certificates pertaining to corporate governance of companies which are listed on stock exchanges. They are empowered to issue certificates and attest documents which come under the Companies Act, the SEBI Act, the Exim policy and the Depositories Act. Such authorized company secretaries can offer their services for a host of other corporate matters including joint ventures, foreign collaborations, legal, secretarial or corporate governance matters, arbitration, conciliation, project financing, project planning and similar other legal and corporate areas.

Thus, there are a vast number of secretarial firms in the country in the towns and cities which offer their services to small and large companies. Their role is vital for companies to ensure that they stay on the right side of law and hence, practicing Company Secretaryship is a well established career in the country.


Which Companies Require Company Secretaries?

Company secretaries are professionals who are known as parachute professionals since they are said to “parachute” into the boardroom of corporate offices from day one in their CS careers. It might sound a little exaggerated, but it is true that a Company Secretary is someone qualified to advise the board on the legalities of their decisions and to look into all forms of governance and administrative matters.

There are many companies which require a Company Secretary. No matter what industry a company operates in, there are always legal aspects of every function that a company needs to deal with to remain on the right side of the law. And with most companies now being listed on the stock exchanges, it is imperative that a company practices good corporate governance and communicates effectively to shareholders to hold the confidence of the market. For consulting on all such functions a Company Secretary is mandatory by law in most cases.

Alternate text: In India the section 383A of the Companies Act 1956 states that, every company which has a paid up share capital of over five crores, needs to employ a Company Secretary. The companies which have lesser amount of paid up capital also need to obtain compliance certificates from practicing company secretaries.

Since the opening up of the Indian economy, there are many large corporate and companies today in India, private as well as public. These provide ample career opportunities for company secretaries. Any organization which has a board or council structures needs the services of a Company Secretary; then again, central government offices mostly require company secretaries to look into the legal functions.

Many banks, especially the nationalized ones, have finance, law, accounts departments which require the expertise of company secretaries. Thus, there are career opportunities for company secretaries in the banking sector as well.

Companies today, even if they have a paid up capital less than five crores, often opt to have a certified Company Secretary on their rolls for a variety of reasons. When a company gets listed on a stock exchange of the country, they need to issue annual statements which a Company Secretary is authorized to sign. Communication between the management and the shareholders is another important role of a Company Secretary. Such professionals can also advise different functions on their legal aspects such as production, finance, sales, manufacturing, administration and others. Contracts to be signed, certificates to be issued all need the expertise and authorization of a Company Secretary.

Thus, there is scope for company secretaries in all types of industries, from public to private.


How to Apply for the Post of Company Secretary

There are several ways on how to apply for the post of company secretary. The company secretary ship being one of the most esteemed profiles can be obtained only after receiving the educational qualifications by the reputed company secretary through an institute that trains you on the course of a company secretary. The top most ranking institute across the world of a company secretary is the Institute of Company Secretaries of India. This institute is quite a renowned institute for training the candidates on company secretary ship. Institute of Company Secretaries India also has an option of teaching the company secretary courses online.

How to Apply for the Post of Company Secretary The biggest asset for a candidate interested in applying for the post of company secretary is the certification that he receives from a reputed institute. The profile of a company secretary is one of the prestigious posts and hence it gives room for competition. The scope and requirement for company secretary in companies have increased to a great extent. The companies will definitely be benefitted if there are efficient company secretaries who can look after their business with utmost care and caution.

The important point that needs to be borne in mind by organizations is that the company secretary ensures the safety and well being of the company. Hence the organization is largely dependent on a company secretary and this is one of the main reasons why appointing a capable and an efficient company secretary is very essential.

The procedure for applying for the post of company secretary is similar to applying for any other post. An application form with the necessary details needs to be filled in. There would be a first round of interview conducted which will involve questions regarding professional, personal, educational background, training details, quotient test and much more. The duration and pattern of questions may differ from individual to individual but there would be few general questions which would be questioned by the interviewer to all candidates.

After completion of the first round of interview, candidates would be eligible for the second round of interview. The second round of interview decides the fate of the candidate. The decision would be taken by the interviewer for appointing the candidate as company secretary of the company. Thus this is how an individual can apply for a post of company secretary. The company secretary profile indeed holds lot of scope in today’s competitive market. There are several websites that provides the details about questions asked during company secretary interview as well.


Educational Requirements of a Company Secretary

A Company Secretary is a position which is required in most countries in both private as well as public organizations. When a company has a certain amount of paid up capital of shareholders invested in it, the role of Company Secretary becomes important in the company. Ensuring the proper functioning of the board of a company in accordance with the governance and corporate laws in a country or state and maintaining the interest of shareholders by ensuring proper communication of the company’s workings and other documentations are the prime responsibilities of a Company Secretary.

Educational Requirements of a Company Secretary In India, the Companies Act defines the role of a Company Secretary. It says that every company which has a paid up share capital of Rs. 50 million or 5 crores and exceeding such an amount, need to appoint a Company Secretary. In case of companies whose paid up capital is not less than ten lakhs, may not appoint a full time CS but need to have a compliance certificate issued by a practicing Company Secretary. There are guidelines laid down in the Companies Act, 1956, Section, 383 A by which the responsibilities and duties of a Company Secretary role in India are specified.

The qualification for Company Secretary course is essentially the same up to a basic level for those who wish to take up a career as a Company Secretary. One needs to pass the higher secondary examination at the high school level to enroll in the foundation course which is there for a Company Secretary. Foundation course exam can be taken only when one successfully passes the higher secondary or equivalent examination. Graduation must be completed and a master’s degree is also preferable by the time one enrolls in the intermediate courses or passes the foundation course. The intermediate courses must be cleared before one can proceed to the final course. The final course of a Company Secretary once completed, along with additional certification in usage of MS Office, fully equips one to take up a job as a practicing Company Secretary.

Besides these certifications, one also needs to have a good command over communicative English and business communication skills. One should be of an analytical bent of mind so that the regulatory frameworks and policies can be effectively utilized or altered as per the needs of the workings of a company. Managerial abilities such as planning, strategizing need to be inculcated in individuals who wish to excel in a career as a Company Secretary.


Competition Law

The course of Company Secretary in India covers several topics on law relevant to the corporate scenario. Competition law in India is an important aspect of the legal studies that such professionals need to master. With the opening up of the economy and the various conflicts that corporates face in the market and other scenarios, company secretaries need to be fully aware of the legal implications and need to be equipped to advice companies on such cases.

The Competition Act, the MRTP Act, Consumer Protection Act, Company Act and other statutes are much needed in today’s competitive scenario when there is constant conflict between the profitability of corporate ventures versus the welfare of consumers and society at large. Company secretaries bear the responsibility of advising corporates on how to stay on the right side of law in such cases.

Competition Law As the national boundaries disappear when it comes to trade and commerce, there is increase in competition and more pressure on organizations to become leaner with stress on higher efficiency and achieving technological excellence. In such corporate scenarios company secretaries need to balance the requirements of business with compliance with legalities. Such professionals are called upon to look into the finance and accounting, audit reports, budgeting, materials management, commercial and overall administration, besides the standard legal and secretarial functions.

Corporate governance is also gaining importance as more and more listed companies need to practice principles of sound governance. Company secretaries are well trained on corporate governance principles and laws and are in a position to guide businesses on practicing good corporate governance.

With the opening up of the economy and increasing competition, there are many activities such as joint collaboration, foreign collaboration, takeovers, acquisitions, mergers, information technology and associated cyber laws which are newer areas where legal and statutory provisions need to be looked into and companies are turning for advice and guidance from company secretaries in such aspects. Sustaining market confidence, settling of commercial disputes are new focus areas where company secretaries need to show their competence and build their expertise in.

In this regard the ICSI institute has considerable foresight in offering its expert services to the government bodies. They also guide practicing and working CS professionals in staying updated with the latest changes in the legal and statutory scene in the country; continuing education programmes are also formed to keep company secretaries updated in latest developments in laws, statutes, corporate governance and other focus areas.


Company Secretary Salary

Company Secretary salary packages are lucrative since it is a career that catapults one to high managerial positions within a short span of time.

Company secretaries are professionals who are trained in the diverse disciplines such as corporate and other laws, governance principles, taxation structures, management practices and so forth so that they gain all round expertise and insight to be able to advise the senior management such as the board of directors of a company as to how decisions should be taken in accordance with legal and statutory requirements.

Company Secretary Salary Company Secretary is a course which is imparted by a sole institute in India – the Institute of Company Secretaries of India. The course consists of three distinct programmes which need to be covered so that one can qualify to obtain the certification of being a Company Secretary. The programmes, Foundation, Executive and Professional, each consist of several modules or papers which deal with different subjects from accounting to management, taxation, laws, business communication, information systems and so forth. Thus, a professional who successfully completes all the three programmes is ready to face the top corporate and legal challenges that may come his or her way.

Company Secretary is such a position that finds place in all types of industries. By law the Companies Act makes it compulsory for all companies having a paid up share capital more than five crores, to have a Company Secretary on board. For smaller companies, a compliance certificate needs to be obtained from practicing company secretaries. For company secretaries who seek employment in companies their preliminary responsibility comprises of assisting the broad or trustees in taking decisions in accordance with corporate governance principles and as per legal and statutory requirements. Besides these, company secretaries can be gainfully employed in the finance departments in overseeing financial accounting, audits, contracts and negotiations especially from the legal point of view.

Those who finish the managerial training to become company secretaries, start off as junior secretarial officers in companies with salaries ranging from three to four lakhs per annum in Indian companies. As of 2008, Company Secretary salary in India were even ranging to six lakhs per annum figure in ITor ITeS private firms where company secretaries are employed for their advisory services as well as domain expertise. With the recession that came in 2009 the salary figures have dipped but even then, the starting salary figures hover around three lakhs per annum with monthly salary ranging from twenty five to thirty thousand. As one gains expertise and domain knowledge, the salary figures move upwards, especially in private enterprises.


Company Secretary Job Description

The job description of a company secretary is to take care of the legal affairs of an organization or a firm. A company secretary’s responsibility is to adhere to legal customs and financial principles of an organization. A company secretary also needs to attend company meetings with stakeholders, company’s shareholders as well as board of directors. They need to be prepared with answers for questions which may get raised by stakeholders during the meeting. A company secretary acts as a mediator between the company shareholders and board of directors.

Company Secretary Job Description The qualification required to become a company secretary is that he should be a graduate in any field, and complete the course of company secretary from Institute of Company secretaries in India. If he has done diploma or any other additional course then that would be considered as an added skill. The company secretary should have a thorough knowledge about company’s rules and regulations. He should have a ready access to all the required details about the company as and when it’s needed. He should take the responsibility of scheduling meetings with board of directors and organizations’ legal advisors.

The duty of a company secretary is also to process records for legal memo of the company. In addition to conducting annual general meetings, a company secretary also need to prepare the records for minutes of meetings with the shareholders. A company secretary needs to monitor the required changes in legislation and regulatory management. He needs to take care of financial management, the insured property of the firm and due payment if any. He collects writing reports, updated data and takes decisions with regard to tax and accounting.

Thus company secretary’s profile is quite a significant profile as it is involved in the well being and growth of the company. Although company secretaries are not legal advisors yet they have a deep understanding of the norms that affect the part of their work. A company secretary has to be appointed by public limited companies legally as per the rule. And as far as private companies are concerned, many companies have also started appointing company secretaries. This is precisely the reason why public limited companies ensure that they appoint an efficient candidate who can fit into the role of a company secretary. These companies are largely dependent on company secretaries and hence only the one who fulfils all the requirements of the company gets appointed as a company secretary.


Company Secretary Duties

The duties of a Company Secretary are several. It is usually a senior position in a private or public organisation. In many countries such a position is made mandatory by law, especially given a certain size of a company. Such individuals need to look into the overall efficient administration of a company as well as ensuring that the Board of Directors of a company works in compliance with the regulatory and statutory requirements of a country. Such a role is far from being secretarial or clerical; it is a position which has huge legal responsibilities. A Company Secretary has several duties towards the board of a company as well as the share holders and the financial market transactions of a company. Some of the functions remain the same across countries while some are specific to a country or state.

Company Secretary Duties In India, a company whose paid up share capital is five cores or more needs to appoint a full time Company Secretary in the rolls of the company. For companies whose capital is less than five crores, they need a registered and practicing Company Secretary to issue a compliance certificate.

The principal duties of a Company Secretary are several. The annual returns of a company need to be signed by a Company Secretary. This is needed for companies which are listed on recognised stock exchanges of the country. Again, the SEBI or Securities and Exchange Board of India recognizes a registered Company Secretary as the authorized person who can issue the different certificates on behalf of a company. Listed companies also need to comply to corporate governance clauses which can be certified by company secretaries.

The Companies Bill that was passed in 2009 to have become an Act has empowered the National Company Law Tribunal to hear corporate law cases instead of the High Court of a state. In such cases, a Company Secretary is the legal representative of a company and the presence of a lawyer in such cases is not mandatory. This has thus increased the opportunities and importance of company secretaries more.

Thus, a Company Secretary has many high level duties in an organisation which consist of governance rules and regulations, ensuring corporate conduct with respect to legal and regulatory requirements, overseeing management of employee benefits such as pension schemes and employee shares, looking into financial accounts, property administration and so forth.


Recent Comments

Copyright © 1996-2010 Company Secretary. All rights reserved.