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PROJECT REPORT

ON

Company Secretary-
His Role, Duties &
Responsibilities

Prepared & Submitted By:

Malvika Kapasi
Reg. No: -40068059/08/2013
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 COMPANY SECRETARY

Introduction:

The word "Secretary" is derived from the Latin word "Secretarius" meaning
Confidential Officer. A secretary is defined by the Oxford Dictionary as "one
whose office is to write for another, especially one who is employed to conduct
correspondence, to keep records and to transact various other businesses for
another person or for a society, corporation or public body".

The Companies Act 1956, as amended by the Amendment Act of 1988, defines
a secretary as "any individual possessing the prescribed qualifications appointed
to perform the duties which may be performed by a Secretary under the Act and
any other ministerial and administrative duties".

According to Section 2(24) of the 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 and who is
appointed by a company to perform the functions of a company secretary under
this Act. According to clause (c) of Sub-section (1) of Section 2 of the
Company Secretaries Act, 1980, a company secretary means a person who is a
member of the Institute of Company Secretaries of India. Therefore, ‘Company
Secretary’ means a person who is a member of the Institute of Company
Secretaries of India (ICSI) and who is appointed by a company to perform the
functions of a company secretary. The functions of company secretary have
been defined in section 205 of the Act.

Therefore the Secretary is one of the principal officers of the company with the
requisite qualifications to undertake secretarial work and management of the
affairs of the company as per the provisions of the Act and instructions laid
down by the Board of Directors. The Board, however, cannot alter the duties of
the secretary as they are determined by the law.

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COMPANY SECRETARY
The secretary of a company guides the management in the day-to-day work
of Company Law and mercantile law and of accounts, taxation, holding of
meetings, drafting of reports, Resolutions etc. His duties are of ministerial
and administrative character and he is not concerned with the directions
Control or management of the affairs of the company. He is an officer of the
company and his duties are multifarious but primarily they consist of duties
to the Board, duties to the shareholders and duties to the company. Because
of the vast expansion of joint stock forms of organisation, the position of
secretary has become pre-eminent in the industrial and commercial world
and has secured esteemed position and a high social status.

Section 2(45) of the companies Act of 1956, " A company secretary is a

person who is a member of the Institute of the Company Secretaries of India
or any other individual possessing the prescribed qualifications, appointed to
perform the duties imposed on him by the companies Act, the ministerial or
administrative duties and managerial functions that are delegated to him by
the Board"

The Companies [Amendment] Act 19S5-provides that a company can

appoint a secretary with 'limited executive' power of management delegated
by the Board of Directors in addition to his routine duties. If the, Board
entrusts the Secretary with routine duties, he is called, -'Routine Secretary',
and if he is entrusted with limited executive managerial powers, he is called
'Executive Secretary'.

Company Secretary Appointment and his Rights and Obligations needs to

understand the definitions and as per sub section 24 of section 2 of
Companies Act 2013, Company Secretary means a Company Secretary
define in clause C of sub section 1 of section 2 of the Company Secretaries
Act 1980.And as per clause C of subsection 1 of section 2 of the Company
Secretaries Act 1980 Company Secretary means a person who is a member
of Institute of Company Secretary of India. Company Secretary is
managerial personnel in a private sector company and in a public sector
company. A Company Secretary is a person who can represent his company
before any quasi-judicial body in relation to any legal dispute and other legal
litigation.

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DUTIES OF COMPANY SECRETARY AS PRESCRIBED IN
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 .

The Central Government has prescribed following duties of Company

Secretary:-

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 meetings, the
Government and such other authorities as required under the
provisions of the Act;
To represent before various regulators, Tribunal and other authorities
under the Act in connection with discharge of various functions
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.

Section 205(2) provides that provisions contained in section 204 in

relation to secretarial audit and section 205 in relation to functions of
company secretary shall not affect the duties and functions of the Board of
Directors, chairperson of the company, managing director or whole- time
director under this Act, or any other law for the time being in force.

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ROLE & RESPONSIBILITIES OF COMPANY
SECRETARY:

A company secretary is an officer of the company responsible for

compliance by the company with the provisions of the Companies Act,
2013 and various other corporate, taxation, industrial and economic laws
applicable to companies in general. Under the Companies Act, the role of
a secretary is three-fold, viz., as a statutory officer, as a co-ordinator and as
an administrative officer if so authorized. Similarly, the responsibility of
company extends not only to a company, but also to its shareholders,
depositors, creditors secretaries, employees, consumers, society and
government.
The role of a company secretary may conveniently be studied from three
different angles:

(a) As a statutory officer,

(b) As a co-ordinator,
(c) As an administrative officer.

(a) Statutory Officer:

The company secretary is an officer responsible for compliance with numerous
legal requirements under different Acts including the Companies Act, 2013 as
applicable to companies.

The responsibilities of company secretary has also increased as he has been

included in the definition of Key Managerial Personnel as defined in section
2(51) of the Act, who are also liable to punishment by way of imprisonment,
fine or otherwise for violation of the provisions of the Companies Act which
hold the “officers in default” under Section 2(60).

However, for a proper understanding of the role and responsibilities of a

company secretary under different Acts, it would be desirable to study the
provisions of those Acts in this regard.

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 Company Secretary is one of the key managerial person of a company. all
companies (including Private Companies) are required to appoint Company
Secretary in whole time employment whose paid up Share Capital is five crore
rupees of more. However, Company Secretary is not a ‘managerial personnel’
for purpose of restriction on remuneration under section 197 of Companies Act,
2013.His salary is not considered for purpose of computation of ‘managerial
remuneration’ under section 197 of the Companies Act, 2013, unless he is also a
director of the company.

The various provisions and rules framed under the Companies Act make it
obligatory for the secretary to sign the annual return filed with the Registrar
[Section 92], duty to report fraud [Section 143(12)] and to make declaration
under Section 7(1) of the Act before incorporation of a company confirming
that all the requirements of Act and the Rules there under have been complied
with in respect of registration of a company and the Registrar may accept such a
declaration as sufficient evidence of such compliance.

Under clause 49 (III) (A) (6) of the Listing Agreement, the Company Secretary
shall act as the secretary to the Audit Committee in case of a listed company.

Under the Indian Stamp Act it is the duty of a secretary to see that the
documents such as letter of allotment, share certificate, debentures, and
mortgages are issued duly stamped. He is the principal officer under Section
2(35) of the Income Tax Act, 1961.

The most important task of the company pertaining to statutory and legal
obligations comes upon the secretary. Under the Companies Act, he has to
either complied with the various provisions of the Act or is liable to be fined or
imprisoned for non-compliance of his obligations.

Thus the responsibility of a secretary as a statutory officer has been greatly

expanded by enactment of various economic statutes, like Competition Act,
Industries (Development and Regulation) Act, Foreign Exchange Management
Act, SEBI Act, SCRA and Depositories Act. Accordingly, the numerous
provisions which a Company is obliged to comply with, makes the secretary’s
job onerous and difficult. The duties imposed upon a secretary by various
statutes clearly indicate the important place he occupies in the corporate
administrative hierarchy.

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(b) Co-ordinator:
On dealing with the Board functions, Peter Drucker has this to say — “But there
are real functions which only a Board of directors can discharge. Somebody has
to give final approval to the objectives; the company has set for itself and the
measurements it has developed to judge its progress towards these objectives.
Somebody has to look critically at the profit planning of the company, its capital
investment policy and its managed expenditure budget. Somebody has to
discharge the final judicial function in respect of organisational problems.”

This concept of Peter Drucker provides for the company secretary to co-
effectively play a co-ordinating role to achieve the tasks the Board has set itself
to.

In India, most companies have an increasing dependence on the financial

institutions for assistance. Every big sized project involves assistance from the
financial institutions. These institutions expect the Board of directors to oversee
the overall management and performance of the assisted companies and for this
purpose, would insist on all basic policy issues to be discussed at the Board
meetings and decisions reached. For this purpose, it would be necessary for the
company’s management to place all the salient features and information before
the Board in order that they can arrive at a proper decision.

This is evidenced by the various conditions imposed in the loan agreements

entered into between the financial institutions and the assisted companies.
Company managements look to the company secretary for implementation of
the conditions in the loan agreements.

The financial institutions stipulate that in the case of companies assisted by

them financially, compliance certificate as per their format duly certified by the
company secretary should be furnished periodically at the Board meetings.
Furnishing of the certificate requires skill of coordination between the company
secretary and the functional heads and the factory manager.

The Company Secretary as a co-ordinator has an important role to play in

administration of the company’s business and affairs. It is for the secretary to
ensure effective execution and implementation of the management policies laid
out by the Board. The position that the company secretary occupies in the
administrative set-up of the company makes his function as one of co-ordinator

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and link between the top management and other levels. He is not only the
communicating channel between the Board and the executives but he also co-
ordinates the actions of other executives vis-a-vis the Board. The ambit of his
role as a co-ordinator also extends beyond the Company and he is the link
between the Company and its shareholders, the society and the Government.
Thus, the role of a company secretary as a co-ordinator has two aspects, namely
internal and external. The internal role of a co-ordinator extends to the Board
including the Chairman and Managing Director, various line and staff
personnel, the trade unions and the auditors of the company. His role as an
external co-ordinator extends to the relationship of the company with
shareholders, Regulators, Government and Society.

 Relationship with the Board, Chairman and Managing

Director :

Whilst the Directors discuss and decide policy matters as a body, the Secretary
is responsible for transmitting the policies and decisions of the Board, to all
levels in the company and outsiders. His duties in relation to the Board include
amongst others:

(i) Arranging meetings, both Board and general, drafting out the minutes and
reports.
(ii) Keeping the Board informed as an advisor on matters regarding legal,
financial and other laws and problems as far as they relate to the company. This
will include advising the Board of the various obligations imposed on the
directors by various statutes, including changes in laws which will have a
bearing on the activities of the company.
(iii) He must ensure that all decisions taken by the Board are in consonance with
legal requirements, and the powers they exercise do not require approval of the
shareholders, Central Government or any other authority. Lesson 9 Company
Secretary 247
(iv)Since meetings of the Board are confidential in nature, he should ensure
secrecy regarding matters discussed at such meetings.

Whilst the Board decides on policy matters, the day-to-day administration of

companies is vested in the managing director, if there is one. In other cases,
where the company is a board managed company, i.e. where none of the
directors is a managing director or a whole-time director, the Secretary has to

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seek guidance and instructions from the Chairman on all important matters. He
must, however, ensure that a Chairman who is not a managing director does not
exercise substantial powers of management as he will be deemed to be a
managing director within the meaning of the Act and, therefore, his
appointment and remuneration will require the approval of the shareholders and
the Central Government, if necessary. Where, however, the company has a
managing director, he must seek his guidance and instructions regarding
implementation of the policies laid down by the Board and also on matters
arising out of the implementation of the decisions. He is also required to keep
the chairman and managing director apprised of changes in policies of the
Government, obligations under various statutes and to give balanced advice on
matters which have legal ramifications.

 Relationship with other Functionaries

We have seen that the Secretary is responsible for conveying the Board’s
decisions on various aspects of the company’s policies to the persons in-charge
of such functions. He is, in addition, responsible to ensure that the returns and
reports received from various operational executives are submitted in time,
complete in all respects, and do not conflict with the corporate objectives.

Even where different persons are in-charge of other functions, e.g., sales,
personnel, etc., it is usually the Secretary who communicates with outside
agencies, particularly with government and semi-government bodies to ensure
that the information given to various agencies do not conflict with each other
and are in accordance with the corporate objectives of the organisation.

 Trade Union(s)
Where the Secretary is responsible either directly or through his assistants with
industrial relations, he must exercise extreme caution while dealing with Trade
Union officials whether they belong to recognised unions or not. He must
ensure that proper notes are kept of the discussions and negotiations and all
decisions arrived at during such negotiations. Whenever long-term settlement
with recognised unions are finalised he should see that the agreement
embodying these settlements are in accordance with the relevant statutes
applicable.

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 It is the responsibility of the Secretary through the Human Relations/Industrial
Relations to ensure compliance with the provisions of various labour
legislations such as Industrial Disputes Act, 1947, Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, Payment of Bonus Act, 1965, Payment
of Gratuity Act, 1972, Payment of Wages Act, 1936, etc. In many companies
there is a system whereby a compliance report is submitted to the Board at
every meeting confirming that there has been no delay in the compliance with
the statutory formalities like deposit of Provident Fund Money, E.S.I.
Contribution etc.

Whilst he must ensure that the employees guilty of misconduct are charge-
sheeted and punished, he must simultaneously ensure that all formalities, e.g.,
holding of enquiries etc., must also be scrupulously followed. He should ensure
that industrial labor relations are always cordial and he should take steps to
further ensure that various creative activities of the employees are encouraged
wherever possible by grants and subsidies from the company.

 Auditors
Apart from the statutory audit, services of the company’s auditors are required
for certifications required under various statutes and, therefore, the Secretary
must liaise very closely with the auditors. It may be pointed out that copies of
minutes of Board meetings and general meetings should be made available for
the inspection of the auditors during the statutory annual audit. He is to ensure
that before their appointment, proper certificate is obtained under Section 141
(3) (g) of the Companies Act, 2013. The company secretary, on behalf of the
company is required to file a notice with the Registrar about appointment within
15 days of the annual general meeting.

 Shareholders

The relationship with the shareholders is an important sphere of his co-

ordinating role and, therefore, the Secretary will have to maintain proper
relationships with the shareholders of the company.

He should ensure that there is no delay in the inspection of books and registers
required by a shareholder provided all formalities are complied with. He must

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ensure that extracts of registers demanded by shareholders are furnished to them
within the prescribed time.

However, the most important thing for a Secretary is to ensure that all
correspondence from shareholders is dealt with promptly and their queries are
answered as far as possible keeping the statutory provisions in mind. As part of
public relations, he should be able to give time without prior notice to
shareholders who personally come for information, to furnish documents or any
other matter. He must also ensure that requests for issues of duplicate
certificates/dividend warrants and intimation of address are dealt with properly
and promptly. This is important as the image of the company will, to a great
extent, depend on the relationship of the Secretary with the shareholders.

 Government
All the information and correspondence with the government are normally co-
ordinate or routed through the Secretary to ensure uniform reporting. The
Secretary has a very important role vis-a-vis the government. He should
Endeavour to have information on government policies and programmes in
advance wherever possible to ensure effective implementation. Good
relationship with the Government can be developed where the company
sincerely tries to implement various statutes in letter as well as in spirit.

 Community

In recent years, corporate social responsibility of a company has become very

important since the company is expected to fulfill certain obligations to the
society in which it functions. With this in view, a number of companies have
undertaken rural development initiatives including adoption of villages and
have built schools, colleges and hospitals to cater to the needs of society. In
respect of companies in consumer goods industry, it is necessary to project that
the products and their prices are in consonance with the standards expected by
the consumers.

Arising out of such social responsibility, many companies have also allowed
small sectors to manufacture ancillaries and raw materials required by the
organisation for promotion of employment opportunities. The provisions of the
Consumer Protection Act, 1986, the Pollution Control Laws, Public Liability

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Insurance Act, 1991, etc., are important in the operations of companies and the
role of Company Secretaries in these areas is quite important.

(c) Administrative Officer:

We have seen that the role of a Company Secretary has widened over the years,
especially as an administrator.

The principal duty of a secretary as an administrator is to ensure that the

activities of a company are in conformity with the company’s policy. In his role
as an administrator, the secretary provides the very foundation on which the
entire structure of company administration is constructed.

The role of a company secretary as an administrator can be sub-divided into

organisational, financial, office and personnel administration. He also looks
after the work of the administration of company’s properties, maintenance of
company record, regarding adequate system for safety and security of
personnel.

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STATUTORY DUTIES AND LIABILITIES OF A COMPANY
SECRETARY

A part from general secretarial duties with regards to organizing Board and
general meetings, keeping minutes of meeting, recording approved share
transfers, corresponding with directors and shareholders, maintaining statutory
records, filing necessary returns with Registrar of Companies etc., the
Companies Act, 2013 has also prescribed some duties and authorities, which are
as follows—

1. Declaration regarding compliance with requirement of registration

In terms of section 7(1) (b) of the Companies Act, 2013, a company gets
incorporated by submitting memorandum and articles duly signed along with a
declaration in a prescribed form that all requirements of Act and rules have been
complied with in respect of registration of company. Such declaration in
prescribed form can be signed by an Advocate, a chartered accountant, cost
accountant or company secretary in practice who is engaged in the formation of
the company and by a person named in the articles as a director, manager or
secretary of the company.

2. Authentication of documents, proceedings and contracts

Authentication is more than simply attestation. Authentication is attestation

made by proper officer by which he certifies that a record is in due form of law
and that the person who certifies is the officer appointed to do so. A document
or proceeding requiring authentication by a company or contract made by or on
behalf of a company may be signed by any key managerial personnel or an
officer of the company duly authorized by the Board in this behalf. [Section 21].

3. Signing share certificate

Share certificates of the company should be signed by two directors (out of

which one should be Managing Director or whole time director, if appointed)
and Secretary or other person authorized by Board.

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4. Signing annual return

Annual return to be filed with Registrar of Companies has to be signed by a

director and Company Secretary. If company does not have Company Secretary,
the return can be signed by company secretary in practice.[Section 92(1)]

5. Signing of financial statements:

The financial statement of a company is required to be signed on behalf of the

Board at least by the Chairperson of the company or by two directors out of
which one shall be Managing Director and the chief executive officer (If he is
director), the chief financial officer and the Company Secretary wherever they
are appointed [Section 134(1)]

6. Appear before NCLT:

A Company Secretary can appear before National Company Law Tribunal

(NCLT) on behalf of the company [Section 432]

7. Secretary of audit committee:

Company Secretary will be secretary of Audit Committee which is required to

be formed by listed companies as per Corporate Governance Code prescribed by
SEBI through listing agreement.

8. Secretary as Compliance Officer of listed company:

As per clause 47 (a) of the equity listing agreement of the stock exchange
(NSE, BSE), a listed company is required to to appoint the company secretary
to act as ‘Compliance Officer’, who will be responsible for monitoring the share
transfer process and report to Company’s Board in each meeting. The
compliance officer will directly liaise with SEBI, stock exchanges, ROC,
investors etc.

9. Demat shares: Secretary has to coordinate between depository and stock

exchanges in case of demat shares.

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10. Additional duties:

In addition to statutory duties of company secretary, he is often entrusted with

additional duties like looking after legal matters, personnel matters, finance and
sometime even general administration.

Liabilities of Company Secretary Company

Secretary has been defined as ‘Officer in default’ along with Managing

Director, Manager and Whole time Director etc. Thus, he can be punished in
respect of offences under Companies Act. A Secretary is guilty if he was
responsible to the company for conduct of its business.

Summons to company in civil matters can be served on a

secretary
As per rule 2 of order 9 of Code of Civil Procedure, in case of suit against a
corporation, summons can be served on

Company Secretary, Director or other principal officer of the corporation

or
By leaving it or by sending by post to registered office of the corporation.

However, Validity of this provision has been upheld in Jute & Gunny Brokers
v. UOI (1962) 32 Comp Case 845 (SC).

APPOINTMENT OF COMPANY SECRETARY

Under section 2 (51) of the Companies Act, 2013, Company Secretary has been
defined as “Key managerial person”.

Under section 203 of the Companies Act, 2013, being a key managerial person,
company secretary is required to be mandatorily appointed in every company
belonging to such class or classes of companies as may be prescribed.

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Appointment of Key Managerial Person:

Section 203 (1) of the Companies Act, 2013 provides that every company
belonging to such class or classes of companies as may be prescribed shall have
the following whole-time key managerial person,:-

Managing director, or Chief Executive Officer or manager and in their

absence a whole time director;
Company Secretary; and
Chief financial officer

Provided that an individual shall not be appointed or re-appointed as the

chairperson of the company, in pursuance of the articles of association of the
company, as well as managing director or Chief Executive Officer of the
company at the same time after the date of commencement of the Act unless,-

o The articles of such a company provide otherwise;

or
o Company does not carry multiple business;

According to rule 8 of Companies (appointment and Remuneration of

Managerial Personnel) Rules, 2014, every listed company and every other
public company having paid-up share capital of ten crore rupees or more shall
have whole time key managerial person comprising of managing director, chief
executive officer (CEO) or manager and in their absence, a whole time director,
company secretary and chief financial officer (CFO). Thus, private companies
and public companies with a paid up share capital of less than ten crore rupees
have been exempted from appointing key managerial personnel.

However, The Ministry of Corporate Affairs (MCA) has amended the

Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and inserted Rule 8A on 9th June 2014.

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Rule - 8A of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

A company other than a company covered under Rule 8 which has a paid up
share capital of five crore rupees or more shall have a whole–time Company
Secretary.

This means that all companies (including Private Companies) are required to
appoint Company Secretary in whole time employment whose paid up Share
Capital is five crore rupees or more.

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 COMPANY SECRETARY IN PRACTICE
According to Section 2(25) of the Companies Act, 2013 “company
secretary in practice” means a company secretary who is deemed to be in
practice under sub-section (2) of Section 2 of the Company Secretaries
Act, 1980. Section 2(2) of the Company Secretaries Act, 1980

provides that a member of the Institute shall be deemed “to be in practice”

when, individually or in partnership with one or more members of the
Institute in practice or in partnership with members of such other
recognized professions as may be prescribed, he, in consideration of
remuneration received or to be received,-

(a) Engages himself in the practice of the profession of Company

Secretaries to, or in relation to, any company; or

(b) Offers to perform or performs services in relation to the promotion,

forming, incorporation, amalgamation, reconstruction, reorganization or
winding up of companies; or

(C) Offers to perform or performs such services as may be performed by –

 an authorized representative of a company with respect to filing,

registering, presenting, attesting or verifying any documents
(including forms, applications and returns) by or on behalf of the
company,
 a share transfer agent,
 an issue house,
 a share and stock broker,
 a secretarial auditor or consultant,
 an adviser to a company on management, including any legal or
procedural matter falling under the 256 PP-ACL&P Capital Issues
(Control) Act, 1947, the Industries (Development & Regulation)
Act, 1951, the Companies Act, the Securities Contracts
(Regulation) Act, 1956, any of the rules or bye laws made by a
recognized stock exchange, the Competition Act, 2002, the Foreign

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 Exchange Management Act, 1999, or under any other law for the
time being in force,
 Issuing certificates on behalf of, or for the purposes of, a company;

(d) Holds himself out to the public as a Company Secretary in practice; or

(e) Renders professional services or assistance with respect to matters of

principle or detail relating to the practice of the profession of Company
Secretaries; or

(f) Renders such other services as, in the opinion of the Council, are or
may be rendered by a Company Secretary in practice; and the words “to be
in practice” with their grammatical variations and cognate expressions,
shall be construed accordingly.

Under section 6(1) of the Company Secretaries Act, 1980, no member of the
Institute shall be entitled to practice whether in India or elsewhere unless he has
obtained from the Council of the Institute a certificate of practice.

FUNCTIONS OF COMPANY SECRETARY IN PRACTICE

The educational background, knowledge, training and exposure that a Company

Secretary acquires makes him a versatile professional capable of rendering a
wide range of services to companies of all sizes, other commercial and
industrial organizations, small scale units, firms, etc. on retainer ship or job
basis. The profiles of services, which a Company Secretary in Practice can
render, are listed below:
 Project Planning
 Raising of Resources/Financial Services
 Foreign Collaboration and Joint Ventures Abroad
 Corporate Restructuring
 Corporate Laws Advisory Services
 Companies Act
 Competition Act/Consumer Protection Act:
 Foreign Exchange Management Act:
 Depositories Act
 Appearing before Regulatory Authorities

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  Tax Planning and Management
 Export-Import and Forex Dealings
 Arbitration and Conciliation
 Intellectual Property Rights and WTO
 Personnel and other Matters
 Issue of Certificates under Various Statutes

ROLE OF COMPANY SECRETARY IN PRACTICE

The Companies Act, 2013 has considerably enhanced the role and
responsibilities of company secretaries both in employment and in practice.
While the Companies Act, 2013 has opened up a significant area of practice for
Company Secretaries, it casts immense responsibility on Company Secretaries,
and poses a great challenge to justify fully, the faith and confidence reposed in
them.

Following are the some of the areas where practicing company

secretaries can excel:

Incorporation of company

Signing of Annual Return (Section 92)

Voting through electronic means

Report on annual general meeting [Section 121]

Secretarial Audit for Bigger Companies [Section 204]

Appointment as Administrator [Section 259]

Company Liquidators [Section 275]

Professional assistance to Company Liquidator (Section 291)

Qualifications of President and Members of Tribunal (Section 409)

Right to legal representation (Section 432)

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 Merger and amalgamation of Companies [Section 232]

Certification under LODR

OTHER RECOGNITIONS FOR COMPANY SECRETARIES

 Minutes of the proceedings [Section 118]

 Adjudication of penalties (Section 454)

 Duties and Liabilities of Management

 Enhanced Disclosures

 Insolvency, Rehabilitation, Liquidation and Winding Up.

Company Secretaries’ Powers

A company secretary has authority to make contracts within his or her own
sphere of competence i.e. the day to day administration of the company.
Additionally, a company secretary may, under the doctrine of ‘ostensible
authority’, bind a company, where the action is one within the secretary’s usual
authority even if the secretary in fact had no authority to act. Outside the usual
areas of authority for a company secretary, a company secretary has no
authority to make contracts unless specifically authorised to do so by the
directors.

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 Difference between old and new company law relating to the
issue of compliance certificate by company secretary
Company Secretaries in practice are those persons who are independently
carrying on public practice. Under the old Companies Act, 1956, these
company secretaries in practice have a duty to issue compliance certificate
to the companies who have paid-up capital of more than 10lakh Rupees
but not more than 5Lakh Rupees.
Whereas the new Companies Act, 2013 has enhanced the role of company
secretaries in practice by providing with the opportunities such as
promotion, formation and incorporation of companies, secretarial audit
and certification services, signing of annual return, appointment of
company liquidator, assistance to company liquidator, and many more.

Difference between old and new company law relating to the

issue of employment of company secretary
According to section 383A of the Old Companies Act, 1956, every
company who has a paid up capital of about Rs. 5 Crore or more had to
appoint a whole-time company secretary for the purpose of ensuring better
administration of the company. If a company fails to comply with the
aforesaid provision, then the directors and any other officer who is in
default shall be liable for the penalty which may extend to Rs 500 per day
till the default continues. But on the other hand, Companies Act 1956 had
a big loophole in it for the appointment of company secretary. It provided
that if a company is not in a position to appoint a whole-time company
secretary due to financial problems they can be excused from the same.
Covering these defects, Companies Act 2013 came into effect on 1 April,
2013. According to Section 203 of the Companies Act 2013, every listed
company and any other company including the public companies has the

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Malvika Kapasi
obligation to appoint a whole-time company secretary having a paid-up
capital of Rs 10 Crore or more.
If a company fails to appoint a whole-time company secretary, Companies
Act 2013 imposes a heavy penalty both on company as well as its directors
and every officer who is in default. The company shall be punishable with
fine which shall not be less than one lakh rupees but which may extend to
Rs 5 lakh. And every director and key managerial personnel of the
company who is in default shall be punishable with fine which may extend
to Rs. 50,000 and where the contravention is continuing one, with a further
fine which may extend to Rs. 1,000 for every day after the first during
which the contravention continues.

Conclusion
The need and the role of the company secretaries have been increased with
the advent of the new Companies Act 2013, and if the company does not
comply with the aforesaid provisions there is a penalty for the same.

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Malvika Kapasi
 VOTE OF THANKS
To respected law makers;
To the Institute Of Company Secretaries Of India;
To respected book authors who provided such a nice material to
learn so that we would become able to make this project.
To Kaushik B. Kapadia (Company Secretary) who gave me
guidance & knowledge for completion of this project.

Signature with Comments of Company Secretary:-

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Malvika Kapasi