Company Secretary under Companies Act by Rusha Mukherjee at Lexcliq

1.7 Secretary –Appointment and Qualification-

The word “secretary” owes its origin to the latin word “secretarius” the meaning of which is a “confidential officer”.Secretary is one who is entrusted with confidential matters and he has to maintain secrecy of his jobs. As per The Companies Act ,2013 “company secretary “ or “secretary “as defined in clause(c) of subsection (1)of Sec 2 of Company Secretaries Act 1980.(56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act.{1}-Sec 24 of the Companies Act 2013.The Company Secretary can be thought to be the spinal cord of the company.

REASONS OF APPOINTING COMPANY SECRETARIES-The basic duty of a company secretary is to make sure about the compliance with statutory and regulatory requirements and ensure that the decisions of the board of directors is implemented.The company secretary is responsible for ensuring that the organisation complies with relevant legislation and regulation,and inform the board members of their responsibilities Sec 203{3}-SEC 203(1)(ii)of Companies Act ,2013 corresponding to Sec 383A(1) of the 1956 Act of the Companies Act 2013 read with Rules 8 and 8 A of Companies (Appointment and Remuneration of Managerial Personnel) states the list of companies who must have a company secretary

{a}Company having paid up capital of Rs.10 crore or more needs to appoint a full time company secretary compulsorily

(b) Listed company

(c)Other company which have a paid up capital of more than 5 crore pr more

From 1 April 2020 every listed company and every other company public or private is company having a paid up capital of Rs 10 crore or more shall have a full time company secretary MCA notification dated 3rd January 2019 under Companies(Appointment and Remuneration of Managerial Personnel).

AS per RBI directions every bank ,listed or unlisted needs a company secretary

However the compulsory appointment of Company Secretary are not applicable to Sec 8 (licensed or non-profit companies{4}MCA notification dated 5-6-2015 issued under Sec.462 of the Companies Act 2013

If a company fails to appoint the company secretary he is held liable under Sec 203 of the Companies Act

Process of appointment of company secretary

1.After giving proper notice ,a board meeting should be conducted where necessary resolutions is passed for the appointment of a company secretary

2.The person appointed as company secretary should have written consent to act as same

3.After the meeting,an appointment should be given to the company secretary so appointed.

4.The company should file Form DIR12 (necessary documents to be attached )with ROC within 30 days of appointment)

The stock exchange has to be informed within 30 minutes of the conclusion of the meeting(for listed companies only)

A company secretary shall be appointed by resolution of the Board od Directors,containing the terms and conditions of appointment Sec 203(5)of The Companies Act amended by the Companies Act,2013 amended by the Companies {Amendment Second Ordinance,2019

Qualifications of a company secretary

In India a company secretary needs to be a member of the Institute of Company Secretaries in India .Only then he or she is eligible to be appointed as company secretary of any company.-Companies {Secretary’s Qualifications )Rules 1975.

Some qualifications of Company Secretary is given below

1.Knowledge of company Law –A company secretary should be well adversed with the provisions of the Companies Act and its implications.He must have a knowledge of the rules of meetings

2.Knowledge of merchantile law , economics and general knowledge looking into the requirements of the company

In case of a company having a paid up share capital of Rs.50 lakhs or more ,the Secretary must be licensed under Sec 25 Company Secretaries Act . Companies {Secretary’s Qualifications )Rules 1975

The role of a company secretary can be conveniently studied from three angles

1.as a statutory officer

2.as an coordinator

3.as an administrative officer

Today as a key managerial person of a company the company secretary is a powerful and influential position and they play a pro-active and central role in governance.

Rusha Mukherjee

Leave a Reply

LexCliq

2021 Men’s College World Series: Preview And Predictions For Omaha

Sixers forward Tobias Harris, who endured a particularly bad night in the loss, turned his phone off. Two weeks ago Wayne County Circuit Judge Lawrence Talon threw out the convictions and ordered a new trial after a 2009 Facebook post prompted new witnesses to come forward. I bet if you post a pic of X […]

Read More
LexCliq

GlucoSwitch Reviews – Ingredients for Blood Sugar Support or Scam?

  GlucoSwitch Reviews – Ingredients for Blood Sugar Support or Scam?   People are likely to suffer from diabetes-an autoimmune condition attributed to fluctuating blood sugar levels. Sometimes Glucoswitch Reviews  sugar receptors fail to utilize the hormone insulin affecting blood glucose sugar levels. High blood sugar levels in the system can lead to adverse health […]

Read More
LexCliq

GlucoSwitch Reviews – Ingredients for Blood Sugar Support or Scam?

  GlucoSwitch Reviews – Ingredients for Blood Sugar Support or Scam?   People are likely to suffer from diabetes-an autoimmune condition attributed to fluctuating blood sugar levels. Sometimes Glucoswitch Reviews  sugar receptors fail to utilize the hormone insulin affecting blood glucose sugar levels. High blood sugar levels in the system can lead to adverse health […]

Read More