A Company Secretary is a senior position in a private sector company or public sector organisation, normally in the type of a managerial position or above. In massive American and Canadian publicly listed companies, a company secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the position is not a clerical or secretarial one in the standard sense. The company secretary ensures that an organisation complies with related legislation and regulation, and keeps board members informed of their legal responsibilities. Firm secretaries are the corporate’s named consultant on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. Additionally it is their responsibility to register and communicate with shareholders, to make sure that dividends are paid and to maintain firm records, reminiscent of lists of directors and shareholders, and annual accounts.
In many international locations, private companies have traditionally been required by law to nominate one person as an organization secretary, and this person will also often be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Firms law requires only a listed company to have an entire time secretary and a single member company (any company that’s not a public firm) to have a secretary.
The secretary to be appointed by a listed firm shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or an individual holding a masters degree in Enterprise Administration or Commerce or is a Law graduate from a university acknowledged and having relevant experience. Nonetheless, the company secretary of a single member company shall be a person holding a bachelor degree from a university recognized.
The duties of a company secretary are often contained in an “employment contract”. Nevertheless, the company secretary generally performs the following capabilities:-
Functions of secretary:
(1). Secretarial functions:
To ensure compliance of the provisions of Firms Law and rules made there-under and different statutes and bye-laws of the company.
To make sure that business of the corporate is conducted in accordance with its objects as contained in its memorandum of association.
To ensure that affairs of the company are managed in accordance with its objects contained in the articles of affiliation and the provisions of the Companies Law.
To arrange the agenda in session with the Chairman and the other paperwork for all of the conferences of the board of directors.
To arrange with and to call and hold conferences of the board and to arrange a correct document of proceedings.
To attend the broad meetings so as to be sure that the legal necessities are fulfilled, and provide such data as are necessary.
To arrange, in consultation with the chairman, the agenda and different paperwork for the final meetings.
To arrange with the session of chairman the annual and extraordinary basic meetings of the corporate and to attend such conferences with a view to ensure compliance with the authorized requirements and to make appropriate report thereof.
To carry out all issues involved with the allotment of shares, and issuance of share certificates including upkeep of statutory Share Register and conducting the appropriate activities linked with share transfers.
To organize, approve, sign and seal agreements leases, authorized kinds, and other official documents on the company’s behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the company’s solicitors, the chief executive or other executive, in respect of the authorized issues, as required.
To have interaction authorized advisors and defend the rights of the corporate in Courts of Law.
To have custody of the seal of the company.
(2). Legal obligations of secretary:
Filling of various documents/returns as required under the provisions of the Firms Law.
Proper upkeep of books and registers of the corporate as required under the provisions of the Companies Law.
To see whether legal necessities of the allotment, issuance and switch of share certificates, mortgages and prices, have been complied with.
To convene/arrange the meetings of directors, on their advise.
To problem discover and agenda of board conferences to every director of the company.
To hold on correspondence with the directors of the company on various matters.
To report the minutes of the proceedings of the conferences of the directors.
To implement the insurance policies formulated by the directors.
To deal with all correspondence between the company and the shareholders.
To points notice and agenda of the overall conferences to the shareholders.
To keep the report of the proceedings of all basic meetings.
To make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
(3). To keep up the next statutory books:
the register of switch of shares;
the register of purchase-backed shares by an organization;
the register of mortgages, costs etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and other officers;
the register of contracts;
the register of directors’ shareholdings and debentures;
the register of native members, directors and officers, in case of a international company;
Minute books;
Proxy register;
Register of beneficial ownership;
Register of deposits;
Register of director’s share holding; and
Register of contracts, arrangements and appointments in which directors and many others are interested.