A Company Secretary is a senior position in a private sector company or public sector organisation, usually in the form of a managerial position or above. In massive American and Canadian publicly listed firms, an organization secretary is typically named a Corporate Secretary or Secretary.
Despite the name, the function shouldn’t be a clerical or secretarial one within the traditional sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their authorized responsibilities. Company secretaries are the corporate’s named representative on authorized paperwork, and it is their responsibility to make sure that the company and its directors operate within the law. It’s also their responsibility to register and communicate with shareholders, to make sure that dividends are paid and to maintain firm records, similar to lists of directors and shareholders, and annual accounts.
In many international locations, private corporations have traditionally been required by law to appoint one particular person as a company secretary, and this individual can even normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires only a listed company to have a complete time secretary and a single member firm (any firm that is not a public firm) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a recognized body of professional accountants, or a member of a recognized body of corporate / chartered secretaries or a person holding a masters degree in Business Administration or Commerce or is a Law graduate from a university recognized and having related experience. Nonetheless, the company secretary of a single member firm shall be an individual holding a bachelor degree from a university recognized.
The duties of an organization secretary are often contained in an “employment contract”. However, the company secretary usually performs the next capabilities:-
Capabilities of secretary:
(1). Secretarial functions:
To make sure compliance of the provisions of Companies Law and rules made there-under and other statutes and bye-laws of the company.
To ensure that business of the company 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 association and the provisions of the Corporations Law.
To arrange the agenda in session with the Chairman and the opposite paperwork for all the meetings of the board of directors.
To arrange with and to call and hold conferences of the board and to organize an accurate report of proceedings.
To attend the broad conferences in an effort to be sure that the authorized requirements are fulfilled, and provide such info as are necessary.
To prepare, in session with the chairman, the agenda and other documents for the overall meetings.
To arrange with the consultation of chairman the annual and extraordinary basic conferences of the company and to attend such meetings in order to guarantee compliance with the legal requirements and to make appropriate record thereof.
To carry out all matters involved with the allotment of shares, and issuance of share certificates together with maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
To prepare, approve, sign and seal agreements leases, legal types, and different official paperwork on the corporate’s behalf, when authorised by the broad of the directors or the executive responsible.
To advise, in conjunctions with the corporate’s solicitors, the chief executive or other executive, in respect of the legal matters, as required.
To have interaction legal 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 assorted paperwork/returns as required under the provisions of the Corporations Law.
Proper maintenance of books and registers of the company as required under the provisions of the Corporations Law.
To see whether or not authorized necessities of the allotment, issuance and transfer of share certificates, mortgages and fees, have been complied with.
To convene/arrange the conferences of directors, on their advise.
To challenge 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 file 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 corporate and the shareholders.
To points discover and agenda of the overall meetings to the shareholders.
To keep the record of the proceedings of all general meetings.
To make arrangement for the payment of the dividend within prescribed interval as provided under the provisions of the Corporations Law.
(three). To take care of the following statutory books:
the register of transfer of shares;
the register of purchase-backed shares by a company;
the register of mortgages, costs etc.;
the register of members and index thereof;
the register of debenture-holders;
the register of directors and different officers;
the register of contracts;
the register of directors’ shareholdings and debentures;
the register of native members, directors and officers, in case of a foreign firm;
Minute books;
Proxy register;
Register of helpful 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.