A Company Secretary (CS) is a governance professional possessing multi-disciplinary knowledge. CS is not only responsible for the compliance of various laws by the Company but also acts as an advisor to the Board of Directors on many matters. He/ she is the conscience keeper of the Company and has been recognized as a Key Managerial Personnel (KMP) under the Companies Act, 2013.
This article explains the broad outline of the role of a CS in companies- duties, functions, and responsibilities. So, if you are opting for the CS course and choose to be employed in a Company this is how your work will be. And this is what you should prepare yourself for…
Statutory Role and Core Responsibilities
In India, the CS profession has been propelled to the corporate limelight, by the significant recognition granted to it under the Companies Act, 2013. Under the Act, a CS must perform the following functions and duties:-
This could be said to be the foremost responsibility of the CS. He/ she must report to the top level i.e, the Board of Directors about the compliances and deviations made by the company under various laws, rules, regulations etc. It is the duty of the CS to keep the Board informed on issues arising from compliance or non-compliance.
CS must provide guidance to the directors of the company regarding their duties, responsibilities, and powers. Moreover, holding a key position and having information on policymaking, he/ she is also expected to provide assistance in conducting the affairs of the company.
- Convening and Attending Meetings:-
Company Secretary is entrusted with convening and attending board meetings, general meetings, and committee meetings. He/she must also maintain and preserve the minutes and records of these meetings.
- Obtaining approvals from the board, shareholders, government and other authorities etc:-
Usually, decisions or transactions require the approval of the board or shareholders or sometimes even the government. In such cases, it is the CS who ensures that necessary legal procedures are followed and obtains approval from the appropriate persons.
- Representation before regulators, tribunals, and other authorities:-
A Company Secretary’s work is not just limited to record-keeping and administration. In the event of disputes, the CS is empowered to represent the Company in quasi-judicial forums like the Company Law Tribunal, Tax Tribunal, Securities Appellate Tribunal etc.
- Ensuring corporate governance:-
“Corporate Governance” is the buzzword these days and it is necessarily a cornerstone of corporate sustainability and goodwill. CS as a Key Managerial Personnel must ensure that his/ her company follows the best corporate governance practices.
- Other duties assigned by the Board from time to time:-
This is an interesting aspect of the statutory role. What it really means is that apart from the functions mentioned above, any other duty that is assigned by the board to the CS is also an essential part of his mandate. This point offers immense scope and opportunity for carving a niche for the Company Secretary in the organization. Many senior professionals in the industry have crossed beyond the standard role of CS and don dynamic and versatile roles.
Other Additional Responsibilities
Apart from the above primary duties, there are certain other responsibilities which the Company Secretary has to fulfill. They are:-
Liability of Company Secretary
- Authentication of documents and contracts
- Signing financial statements of the company
- Signing of share certificates of the company
- Signing annual return
- Acting as Compliance Officer in the case of a listed entity. The CS will be responsible for overseeing share transfers, shareholder grievance redressal and liaising with the SEBI and other stock market intermediaries
- Liaising with various stakeholders- trade unions, workers, shareholders, community etc
“With great power comes great responsibility”. Holding true to these words, a Company Secretary is also equally liable for default. Company Secretary is included in the list of “officers in default” and can be held responsible for non-compliance under various provisions of the law.
Thus, the position of Company Secretary is one of great power and pride. However, one must be extremely committed, meticulous, and knowledgeable and also possess a high level of integrity to occupy this position.
Hope this write-up would have given you a brief insight into the role of CS in companies. In forthcoming articles, we shall look into the various domains in which a CS is present an alternative career prospects. So, keep visiting for more information!