COMPANY SECRETARY
We are a mid-sized, professionally managed company, for need focused services of client’s in the field of fund raising, financial and management consultancy. We are self motivated capacity building organization.Cras consequat iaculis lorem, id vehicula erat mattis quis. Vivamus laoreet velit justo, in ven e natis purus.
Importance of a Company Secretary
It is evident that, the 19th Century was dominated by the Industrial Revolution and the 20th Century was dominated by the Information Revolution and the 21st Century is going to be dominated by the ‘KNOWLEDGE’, the knowledge economies are going to influence each and every country irrespective of its size and status, the knowledge-powered economy of today is going to dominate in near future, the Knowledge is being considered as the future Currency
It is evident that, the 19th Century was dominated by the Industrial Revolution and the 20th Century was dominated by the Information Revolution and the 21st Century is going to be dominated by the ‘KNOWLEDGE’, the knowledge economies are going to influence each and every country irrespective of its size and status, the knowledge-powered economy of today is going to dominate in near future, the Knowledge is being considered as the future Currency
Company Secretaries are high-ranking professionals with a diverse set of skills; trained in Corporate Law, Finance, Corporate Governance and Corporate Secretarial Practices and other relevant subjects, Company Secretaries are the focal point for independent advice about the conduct of business, governance and compliance. They can also offer legal and accounting advice and manage the development of strategy and corporate planning to various business entities. Lord Salmon after caricaturing in similar terms the office of secretary stated that “the secretary is the chief administrative officer of the company”.
The KMP and the Companies Act, 2013
The KMP
The Companies Act, 2013 emphasizes on the role and responsibilities of key management of companies. It will be mandatory for classes of companies, as prescribed by the Central Government, to appoint whole time key managerial personnel (KMP) by means of a Board resolution.
'Key managerial personnel' defined to mean
i. The Chief Executive Officer (CEO) or The Managing Director (MD) or Manager,
ii. The Company Secretary,
iii. The Whole Time Director
iv. The Chief Financial Officer (CFO) and
v. Such other Officer as may be prescribed
KMPs are covered as ‘officer who is in default’ and hence would be liable in that position also. KMPs are also included in ‘related parties’ of a company.
Section 203 of the Companies Act, 2013 has accorded an exalted status to Company Secretaries and provides for compulsory appointment of whole-time Key Managerial Personnel (KMP). Rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 states that every listed company and every other public company having a paid up share capital of ten crore rupees or more shall have Whole time Key Managerial Personnel. MCA has inserted the rule 8A under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 vide Gazette Notification G.S.R. 390(E) dated June 09, 2014. According to Rule 8A 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. (CS nitor).
ROLE OF COMPANY SECRETARIES
The Company Secretaries profession through its glorious history has made a niche for itself and is growing apace. As the emerging paradigm is constantly changing and making the marketplace more competitive and contestable, the profession has to renew, reinvent and reshape itself to reach the further acme of excellence and competitiveness. The changes are profound in their dimension and reach and depict, besides technological changes, the ever changing dynamic business environment across the globe. These changes indicate an enormous up-gradation in present and future expectations from corporate professionals. These expectations would necessarily require Company Secretaries, as every other Corporate Professional, to change their skill sets, knowledge grounding and attitude.
1. Is a vital link between the company and its Board of Directors, shareholders, government and regulatory authorities.
2. Ensures that Board procedures are both followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various laws.
3. Commands high position in the value chain and acts as conscience seeker of the company.
Company secretaries are the natural conscience keepers for the corporate sector since they are Specialists in the fields of corporate governance, regulation and processes and are the eyes and ears of the Board on such matters. It is they who validate board processes and ensure that companies do the right things, always the professionals and legal experts provide a very important link between the regulated entities and the regulatory bodies. Internationally, their role is being recognized increasingly. Indian statutes too have been suitably taking note of this important development.
A Company Secretary being multidisciplinary professional renders services in following areas:
CORPORATE GOVERNANCE AND SECRETARIAL SERVICES
Corporate Governance Services
Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made thereunder.
Corporate Secretarial Services
Promotion, formation and incorporation of companies and matters related therewith
Filing, registering any document including forms, returns and applications by and on behalf of the company as an authorized representative
Maintenance of secretarial records, statutory books and registers
Arranging board/general meetings and preparing minutes thereof
All work relating to shares and their transfer and transmission
Corporate Laws Advisory Services
Advising companies on Compliance of legal and procedural aspects, particularly under –
SEBI Act, SCRA and rules and regulations made thereunder
Foreign Exchange Management Act
Consumer Protection Act
Depositories Act
Environment and Pollution Control Laws
Labour and Industrial Laws
Co-operative Societies Act
Mergers and Amalgamations and Strategic Alliances
Foreign Collaborations and Joint Ventures
Setting up subsidiaries abroad
Competition Policy and Anti Competitive Practices
IPR Protection, Management, Valuation and Audit
Drafting of Legal documents.
Representation Services
Representing on behalf of a company and other persons before-
Company Law Board
National Company Law Tribunal
Competition Commission of India
Securities Appellate Tribunal
Registrar of Companies
Consumer Forums
Telecom Disputes Settlement and Appellate Tribunal
Tax Authorities
Other quasi-judicial bodies and Tribunals
FINANCIAL MARKETS SERVICES
Public Issue, Listing and Securities Management
Advisor/consultant in issue of shares and other securities
Preparation of Projects Reports and Feasibility Studies
Syndication of Loans from banks & financial institutions
Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managers
Loan Documentation, registration of charges, status and search reports
Listing of securities/delisting of securities with recognized stock exchange
Private placement of shares and other securities
Buy-back of shares and other securities
Raising of funds from international markets – ADR/GDR/ECB
Takeover Code and Insider Trading
Ensuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regard
Acting as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider Trading) Regulations, 1992 including maintenance of various documents.
Securities Compliance and Certification Services
Compliance with rules and regulations in the securities market particularly –
Internal Audit of Depository Participants
Certification under SEBI (DIP) Guidelines
Audit in relation to Reconciliation of shares
Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) Rules
FINANCE AND ACCOUNTING SERVICES
Internal Audit
Secretary to Audit Committee
Working capital and liquidity management
Determination of an appropriate capital structure
Analysis of capital investment proposals
Business valuations prior to mergers and/or acquisitions
Loan syndication
Budgetary controls
Accounting and compilation of financial statements
TAXATION SERVICES
Advisory services to companies on tax management and tax planning under Income Tax, Excise and Customs Laws
Preparing/reviewing various returns and reports required for compliance with a the tax laws and regulations
Representing companies and other persons before the tax authorities and tribunals
INTERNATIONAL TRADE AND WTO SERVICES
Advising on all matters related to IPRs and TRIPs Agreement of WTO
Advising on matters relating to antidumping, subsidies and countervailing duties
International Commercial Arbitration
Advising on and issuing certificates on Exim Policy and Procedures
Advising on Intellectual Property licensing and drafting of Agreement
Acting as registered Trade Mark Agent
MANAGEMENT SERVICES
General/Strategic Management
Advising on Legal Structure of the organization
Business policy strategy and planning
Formulation of the organizational structure
Acting as management representative to obtain ISO Certification
Corporate Communications and Public Relations
Communication with shareholders, stakeholders, Government and Regulators, Authorities, etc.
Advisory services for Brand equity and image buildin
Human Resources Management
Manpower planning and development
Audit of the HR function
Performance appraisal
Motivation and remuneration strategies
Industrial relations
Office management, work studies and performance standards
Advising on industrial and labour laws
Information Technology
Compliance with cyber laws
Conducting Board Meetings through video-conferencing and teleconferencing
Advising on software copyright and licensing
Development of management reports and controls
Maintenance of statutory records in electronic form
Sending notices to shareholders by electronic mode
Filing of forms/documents in electronic form with Registrar of Companies and other statutory authorities