This article has been written by Ms. Saina Parveen, a CS Executive level Student from the Institute of Company Secretary of India (ICSI)

INTRODUCTION

According to Section 2(1)(c) of the Company Secretaries Act,1980,” Company Secretary” means a person who is a member of the Institute of Company Secretaries of India.

The member of the Institute shall be divided into two classes Associates and Fellows.

Any person whose name is entered into the Register of Members maintained by the Institute of Company Secretaries of India shall become an Associate and is entitled to use the letter ACS after his name.

An Associate Member continuous practice as Company Secretary for at least five years on payment of fees entered the name in Register as a Fellow.

A Company Secretary can work on an employment basis or can also work as a practicing Company Secretary but cannot perform both.

Practicing Company Secretary:

A member deemed to be in practice when he:

1. Engages himself in the practicing of the profession of Company Secretary.
2. Offers to perform services for incorporation, amalgamation, reconstruction, or winding up of companies or
3. Offers r performs services as an authorized representative of a company in respect of filling, registering, etc.
4. A share transfer agent,
5. An issue house,
6. A share and stock broker etc.

Disciplinary Directorate:

Upon receiving the information against any Company Secretary will be first forwarded to Disciplinary Directorate, after considering the nature of the complaint the cases will be forwarded to the Board of Directors if the misconduct is related to First Schedule or to Disciplinary Committee is the misconduct relates to Second Schedule. 

First Schedule:

Professional Misconduct in Relation to company secretaries in Practice:

1. Company Secretary allows any person to practice in his name as Company Secretary, except to the partner or to any employee.
2. Pays or allows, directly or indirectly any shares, commission, or brokerage in the fees or profits of his professional business. Except to any partner, any employee or legal representative of the deceased partner, etc.
3. Accept or agrees to accept any part of the work to any other person.
4. Solicits clients or professional work either directly or indirectly by circulation and advertisement. Personal communication or interview or in any other manner.
5. Practicing as Company Secretary without communicating with the previous Company Secretary who was in the same position earlier.
6.  Engages in any business or occupation other than the profession of Company Secretary without informing the company or consulting with the company.
7.  Company Secretary in practice does not exercise due diligence or is grossly negligent in the conduct of his professional duties.

Second Schedule:

1. “Discloses information acquired in the course of his professional engagement to any person other than the client so engaging him, without the consent of such client, or otherwise than as required by any law for the time being in force.”
2. Certifies or submit any report without examining such statement 
3. Permits its name used in any report or statement contingent upon future transactions or by the accuracy of the forecast.
4. Expresses his opinion on a report or statement in which he or his partner has a substantial interest. 
5. Fails to disclose a material fact known to him in any report or statement, where he is concerned with such report in a professional capacity.
6. Fails to report a material misstatement known to him and which he is concerned about in a professional capacity.
7. Does not exercise due diligence or is grossly negligent in the conduct of his professional duties.
8. Fails to obtain sufficient information 
9. Fails to invite attention to any material departure from the generally accepted procedure relating to the secretarial practice.
10. Fails to keep the money of his clients in a separate bank account and within a reasonable time.

Appointment of a Company Secretary and its Procedures:

1. Convey a board meeting and after giving notice to all the directors place before them the proposal of the appointment of a Company Secretary.
2. File the return of appointment of the Company Secretary with the Registrar in Form DIR-12 within 30 days of appointment along with MGT-14.
3. A Company Secretary cannot hold office in more than one company excluding the subsidiary company of such company.
4. If the company is listed then inform the Stock Exchange.

Roles and its Duties:

Section 203 of the Companies Act,2013 read with Rule 8A mandates that for a listed company and every other public company having paid-up share capital of rupees ten crores or more, to appoint a company secretary.

Rule 8A mandates that private companies having paid-up capital of Rs. 10 crores or more have a whole time Company Secretaries.

Statutory Duties are:

• Declaration regarding compliance with the requirement of registration:

A certificate that contained that the company complied with the provisions of the Act by a practicing professional.

• Authentication of documents, proceedings, etc.:

Authenticate that attestation by proper officers is done with all regulations and laid down before the manager to sign as authorized by the board. 

• Signing of the Share Certificate:

Share Certificate should be signed by at least 2 directors of whom one should be the managing director or whole-time director and Secretary or other person authorized by the Board.

• Signing of Annual Return:

• Signing of the financial statement

• Appear before the National Company Law Tribunal (NCLT):

A Company Secretary can appear before the National Company Law Tribunal (NCLT) on behalf of the company.

• Dematerialized Shares etc.

Primary duties of a Company Secretary:

1. To report to the Board about the compliance statement of the company.
2. To ensures that secretarial standards are complied with by the company.
3. Discharge all such works as instructed by the board of directors of the company.
4. To hold and Convey meetings of the board, committees, and shareholders respectively.
5. To represent the company before the regulatory authorities, etc.
6. Assist and advice the Board in ensuring good corporate Governance practices.
7. Assist the Board in conducting the affairs of the company. 

General Roles of Company Secretary:

1. He shall within 7 days notice in writing to every director at his address registered with the company before the meeting;
2. Contract and request to all the directors to attend the meeting;
3. The agenda, notes to agenda, drafts minutes to agenda, business plan, etc. should be placed before the directors half an hour before the meeting.
4. Before holding the meeting, welcome the directors and obtain their signatures on the ‘Attendance Register’.
5. Once the meeting gets over prepare draft minutes of the meeting, and reviewed them by the Chairman of the meeting and/or the Managing Director of the company.
6. Send a copy of the minutes to all the directors for information and comments.
7. Contracts and collect all the drafts from all the directors with their comments. After that consult with the either chairman or managing directors, finalize the minutes and enter them into the Minutes Book, and arrange all the pages in consecutively numbered.
8. Such minutes should be signed by the chairman on the pages and initially signed on the last pages.
9. Minutes should be signed and dated by the Chairman within 30 days of the meeting.

CONCLUSION

Company Secretary also known as Key Managerial Personnel and not only perform as glorifying clerk but manages utmost function of the company. And also represent Government by comply all the statutory compliances.