CS Foundation FAQ’s

Published On : 2016-07-18

Company Secretary is an expert of Corporate certified by ICSI (Institute of Company Secretaries of India) to provide legal advice and services to various legal entities like companies/firm/individuals in matters related to 
Registration of a Company/LLP/OPC
Legal compliance of a Company 
Labor laws
Service Tax

Just as ICAI regulates the profession of CA in the same manner ICSI is a  recognized professional body in India to develop and regulate the profession of Company Secretaries in India.

As per Rule 10 of companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The duties of Company Secretary shall also discharge, the following duties, namely:-
(1) 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;
(2) to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;
(3) to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;
(4) to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act;
(5) to assist the Board in the conduct of the affairs of the company;
(6) to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and
(7) to discharge such other duties as have been specified under the Act or rules; and
(8) such other duties as may be assigned by the Board from time to time.

Though Companies Amendment Act 2013 has done away with requirements of compliance certificate for small companies and secretarial audit is now mandatory only for big companies.  

However a Company secretary has so many other laws due to which his demand and need for small companies will never fade away. These include FEMA, SEBI, Labour Laws, Service Tax, VAT. 

Other than this section 2(51) of the Companies Act 2013 has recognized Company Secretary as Key Managerial Person (KMP).  Companies act 2013 Section 2(51) now defines as Key Managerial Person (KMP) as

i. The chief executive officer of the managing director of the manager
ii. The company secretary 
iii. The whole time director
iv. The chief financial officer, and 
v. Such other officer as may be prescribed.

Every listed company and every other public company having a paid up share capital of ten crore or more shall have whole time key managerial personnel.

More over according to rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company which has a paid-up share capital of 10 crore Rs. or more shall have wholetime key managerial personnel.

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