ROLE OF COMPANY SECRETARY UNDER COMPANIES ACT 2013

TORAN LAL VERMA

Section 2(25) of the Companies Act, 2013 defines “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.

Following Companies need to appoint a whole-time company secretary (mandatory):

  1. All Listed Companies (Rule 8 Companies Appointment & Remuneration of  Managerial Personnel Rules, 2014).
  2. Public Companies which have Rs. 10 Crore or more paid-up share capital (Rule 8).
  3. Every other Company which have Rs. 5 Crore or more paid-up share capital (Rule 8A).

The above threshold may change from time to time. Please confirm with the latest sources.

The role of a company secretary according to different sections:

  1. Key Managerial Personnel as defined in section 2(51).
  2. He is the principal officer under Section 2(35) of the Income Tax Act, 1961.
  3. company secretary is also liable to punishment under Section 2(60).
  4. Company Secretary is not a ‘managerial personnel’ for purpose of restriction on remuneration under section 197 of Companies Act, 2013.
  5. As per Rule 10, he has to assist and advise the Board in ensuring good corporate governance.
  6. Authentication of documents under section 21.
  7. to sign the annual return filed with the Registrar [Section 92]
  8. There are provisions under the Companies Act,2013 which states the role of Company Secretary which are Section 108 (Company Secretary as Scrutinizer in e-voting), Section 109, and Section 110.
  9. Section 118 makes it necessary for the Companies to comply with the secretarial standards. 
  10. to sign financial statements [Section 134(1)]
  11. He is to ensure that before auditors 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.
  12. duty to report fraud [Section 143(12)]
  13. to make declaration under Section 7(1) to registrar that memorandum and articles duly signed along with a declaration in a prescribed form that all requirements of Act and rules have been complied with.
  14. Under Regulation 18(1)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company Secretary shall act as the secretary to the Audit Committee in case of a listed company.
  15. section 204(2) provides that it shall be the duty of company to give all assistance and facilities to Company Secretaries in practice for auditing.
  16. According to Section 205(1)(b) the company secretary shall ensure the compliance with secretarial standards issued by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government.
  17. A Company Secretary can appear before National Company Law Tribunal (NCLT) on behalf of the company. [Section 432].
  18. As per clause (1) of Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed company is required to appoint the company secretary.
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