123RD MANAGEMENT SKILLS ORIENTATION

PROGRAMME(MSOP)

(21ST AUGUST, 2017 TO 06TH SEPTEMBER, 2017)

PROJECT TOPIC:

COMPANY SECRETARY, HIS ROLE, DUTIES AND

RESPONSIBILITY

THE INSTITUTEOF COMPANY SECRETARIESOF INDIA

EASTERNINDIA REGIONALOFFICE
ICSI –EIRCHOUSE
3A,AHIRIPUKUR1 LANE
ST

KOLKATA-700019

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ROLES & DUTIES & RESPONSIBILITIES
PREFACE
Good corporate governance is essential for all companies regardless of their size, but it can
become more complicated as the size of the company and the number of stakeholders increases.
The company secretary is the key advisor to the board of directors on matters of corporate
governance and their duties as a director. This will include dealing with conflicts of interest,
managing the interests of the shareholders and other stakeholders and dealing with applicable
codes and investor guidelines.

Company law imposes certain administrative duties and obligations on all companies and,
whether or not a company has a formally appointed company secretary, these need to be carried
out. They can be delegated to an internal company secretary or an external service provider, such
as Elemental CoSec, but the primary responsibility remains with the directors.

The precise scope of the duties of a company secretary vary depending on how the company
organises itself and the type of company it is (the company secretary of a plc will have many
more duties than the company secretary of a private company)

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SLNO. PARTICULARS PAGE NO.
1.

2.
3.
4.
5.
6.
7.

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Difference between old and new company law relating to the issue of
employment of company secretary

According to section 383A of the Old Companies Act, 1956, every company who has a paid up
capital of about Rs. 5 Crore or more had to appoint a whole-time company secretary for the
purpose of ensuring better administration of the company. If a company fails to comply with the
aforesaid provision, then the directors and any other officer who is in default shall be liable for
the penalty which may extend to Rs 500 per day till the default continues. But on the other hand,
Companies Act 1956 had a big loophole in it for the appointment of company secretary. It
provided that if a company is not in a position to appoint a whole-time company secretary due to
financial problems they can be excused from the same.

Covering these defects, Companies Act 2013 came into effect on 1 April, 2013. According to
Section 203 of the Companies Act 2013, every listed company and any other company including
the public companies has the obligation to appoint a whole-time company secretary having a
paid-up capital of Rs 10 Crore or more. If a company fails to appoint a whole-time company
secretary, Companies Act 2013 imposes a heavy penalty both on company as well as its directors
and every officer who is in default. The company shall be punishable with fine which shall not
be less than one lakh rupees but which may extend to Rs 5 lakh. And every director and key
managerial personnel of the company who is in default shall be punishable with fine which may
extend to Rs. 50,000 and where the contravention is continuing one, with a further fine which
may extend to Rs. 1,000 for every day after the first during which the contravention continues.

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 ACKNOWLEDGEMENT

The success and final outcome of this project required a lot of guidance and assistance from
many people and I am extremely privileged to have got this all along the completion of my
project. All that I have done is only due to such supervision and assistance and I would not
forget to thank them.

I respect and thank Mr. _____________________for providing me an opportunity to do the

project work and giving me support and guidance which made me complete the project duly. I
am extremely thankful to him for providing such a nice support and guidance, although he had
busy schedule managing the corporate affairs.

I owe my deep gratitude to our project guide Mr. __________________ who took keen interest
on our project work and guided us all along, till the completion of our project work by providing
all the necessary information for developing a good system.

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 CHAPTER 1

INTRODUCTION

EVOLUTION OF THE CONCEPT

The role of company secretary has changed significantly in recent years. Since the financial
crisis in 2008 there has been a tighter focus on corporate governance in all sectors, not just
financial services. And boards and chairmen in all industries now rely on the company secretary
to advise not only on statutory duties, but also on matters concerning corporate governance and
effective board processes. The company secretary has gained greater visibility and greater
influence in the boardroom.

The traditional company secretary

The company secretary is generally considered the chief administrative officer, with
responsibility for specified tasks as outlined in the Companies Act. Long regarded as subservient
to the board, the role has sometimes been viewed as little more than a clerical position, with an
obligation to ensure reporting requirements are met and board procedure is adhered to. Of
course, the company secretary also provides a vital link between the chairman and the CEO and
the board, and this certainly remains true today. Yet many of the traditional role requirements
have evolved in recent years, and today’s company secretaries often behave rather differently to
their counterparts of 25 years ago.

Today’s company secretary

In most organizations, the company secretary has become the primary link between the executive
management and the board and other key stakeholders, and they will act as the key point of
liaison for regulators and major shareholders. Although their impartiality remains crucial,
today’s company secretaries frequently identify themselves as the third member of the
triumvirate at the head of the company, along with the CEO and chair. And in this role, they
must bring a strategic outlook and a level of commercial understanding that was rarely seen in
company secretaries of 10 or 20 years ago.

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Key attributes of an effective company secretary

According to company law, when appointing a company secretary, the directors must ensure the
person has “the requisite knowledge and experience to discharge the functions of secretary of the
company”. Yet today’s company secretaries must possess a broad range of attributes. They must
be talented leaders, with the confidence and ability to influence their chairman and senior board
members. They must possess strong commercial acumen together with well-developed technical
knowledge relevant to their industry. They must also be skilled communicators, able to
effortlessly engage with their executive board, NEDs and regulatory bodies. And they must be
able to combine sharp intelligence with broad experience to make sound, well-informed
decisions.

Legal & company secretarial executive search

Effective company secretaries are now highly skilled, multi-talented leaders with a flair for
communication and relationship-building, plus the technical ability to oversee critical
governance and reporting duties. So attracting hard-to-find individuals who possess the right
breadth and depth of capabilities is no easy task. That’s why recruiting a company secretary
requires the services of a specialised legal & company executive search firm. Stone Executive
are respected legal & company headhunters with a strong track-record of success. Our
recruitment consultants are skilled company secretarial headhunters with an impressive
professional network that spans FTSE100 companies and medium-sized businesses across the
UK. With a wealth of experience in company secretarial executive search, they have a strong
track-record of meeting the most challenging of briefs

DEFINITION AND CONTRIBUTION

Section 2 (24) of the Companies Act, 2013 defined the word “Company Secretary” as a
company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company
Secretaries Act, 1980 who is appointed by a company to perform the functions of a company
secretary under the Act.

However as per Section 2(25) of the Companies Act, 2013 defined the word “Company
secretary in practice” as a company secretary who is deemed to be in practice under sub-section
(2) of section 2 of the Company Secretaries Act, 1980.

The provisions pertaining to appointment of Company Secretaries are given under Section 203
and the Rules under Chapter XIII of Companies Act, 2013.

As per Section 203 of the Companies Act, 2013 read with Rule 8 of the Act, every Listed
Company and other public company having a paid-up share Capital of Rs. 10.00 Crores or more
shall have Whole-Time Company Secretary. As per Section 203 of the Act read with Rule 8A of
the Act, A company other than a company covered under rule 8 which has a paid up capital of
Rs. 5.00 Crores or more shall have Whole time Company Secretary. Market regulator, SEBI has

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mandated the appointment of a Company Secretary as compliance officer for the purpose of
listing regulations. Pursuant to the press release by SEBI dated November 19, 2014, every listed
Company is required to mandatorily appoint a Company Secretary as a Compliance Officer.

WHO IS A COMPANY SECRETARY?

Company Secretary is a member of the (ICSI) Institute of Company Secretary of India. He has to
be appointed by the company to perform the functions of the Company Secretary. A company
secretary is a principally an employee even though he holds very high rank. He / She may be the
Chief Executive &then his position is near to those of the directors. In reality, he is the only
employee who has advisory powers.

AUTHORITY & LIMITATION OF THE COMPANY SECRETARY

Authority of the Company Secretary

The Company Secretary, appointed as per the Companies Act 2013, has the power to:

 Attend various meetings of the company shareholders or board of directors,

 Authenticate the proceedings of meetings and other documents on behalf of the company,
in situations where the common seal isn’t mandatory,
 Sign a contract or an agreement on behalf of the company as its principal officer. This
authority is subject to the powers of the delegation of the Board,
 Empowered to supervise, control or directing a branch, office or employee(s),
 Issue guidelines to a branch, office or employee(s) in compliance with the legal terms,
 As per the Companies Act, he is a preferential creditor and can claim legal dues
accordingly, in case of winding up,
 Ask for indemnity for any loss suffered by him in the course of discharging his duties,
 He can become a Director of the company with the prior permission of the Board,
 Report Compliances or non-compliance of the company.

Limitations to his Authority

The Company Secretary cannot:

 Enter into or put his signature on a contract on behalf of the company, without receiving
specific authorization from the Board of Directors,
 Register or Transfer shares without the authority from the Board of Directors,
 Borrow money in the name of the company,
 Acknowledging a debt against any suit filed in opposition to the company.
 Call meetings related to 3rd parties.

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 FUNCTIONS AND DUTIES OF COMPANY SECRETARY

The following are the functions of the company secretary:-

a)to report to the Board about the compliance with the provisions of this Act, the rules and other
laws applicable to the company;
b)to ensure that the company complies with the applicable secretarial standards;
c)to discharge such other duties as mentioned in Rule 10 of the companies (appointment and
remuneration of managerial personnel) Rules, 2014.

Core Duties of the Company Secretary:

The three main areas, a Company Secretary, has the role to play viz. to the Board, to the
Company, and to the Shareholder.

Meetings of the Board of Directors

General Meetings
 Memorandum and Articles of Association
 Requirements of Stock Exchanges
 Statutory Registers
 Statistical Books
 Statutory Returns
 Report and Accounts
 Registration of Shares
 Communications to and from Shareholder
 Issues of Share and Capital and Restructuring
 Acquisitions, Disposals, and Mergers
 Corporate Governance
 Common Seal of the Company etc.

Other Duties:
 To guide the directors of the company as may require with regards to duties,
responsibilities and powers and assisting the Board in the conduct of the affairs of the
company;
 To facilitate the convening of meetings and attend the board, committee and general
meetings and at the same time to ensure that minutes of these meetings are maintained;
 To obtain approvals from the Board, general meeting, the government and such other
authorities as required under the provisions of the Act;
 To represent before various regulators, other authorities under the Act in connection with
discharge of various duties under the Act;
 To assist and advise the Board in ensuring good corporate governance and in complying
with the corporate governance requirements and best practices; and
 To discharge such other duties as have been specified under the Act or rules; and such
other duties as may be assigned by the Board from time to time.

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 RIGHTS OF THE COMPANY SECRETARY

Company Secretary is a senior level officer. He enjoys the rights as per the agreement signed by
him with the Company. Some rights areas follows-

 As a senior level officer Company Secretary can supervise, control and he can direct
subordinate officers and employee.
 A Company Secretary can sign any contractor agreement on behalf of the company as a
principle officer of a company, subject to the delegation of power by the board of the
company.
 Company Secretary can issue guidelines for the employees on behalf of the company.
 Company Secretary can attend meeting of shareholders and the meeting of board of
directors.
 During Winding up he can claim his legal dues as a preferential creditor of a company.
 He can sign and authenticate the proceeding of meetings (Board, Annual general or extra
ordinary general meeting) and other documents on behalf of the company where common
seal is not required.
 Company Secretary is a Compliance Office and concise keeper of the company and he
has a right to blow whistle whenever he finds the conduct of the officers or of the
directors of the company are detrimental to the interest of the company.

RESPONSIBILITIES OF COMPANY SECRETARY

The Company Secretary is responsible for:

 Organizing Board of Directors Meetings,

 Keeping the Board Members updated about their legal responsibilities,
 Organize General Meetings,
 Registration of Shares, Shareholders and communicating with them,

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  Issuing of Shares, Capital and Restructuring,
 Formulating and certifying Memorandum and Articles of Association,
 Complying with the requirements of the Stock Exchange,
 Ensuring that the company and the directors comply with the specified legal framework,
 Corporate Governance,
 Complying with the relevant legalities during Acquisitions, Disposal and Mergers,
 Maintenance and appropriate disclosure of Company Records, Statutory Registers,
Accounts and other books,
 Ensuring that the dividends are distributed diligently,
 Representation of the company in the legal documents,
 Safe custody of the Company seal,
 Ensuring that the administration is carried out efficiently and complying to the relevant
legal modules,
 Other responsibilities as may be relevant to his position.

As per Companies (Appointment remuneration of managerial personnel) rule, 2014 the

central government has prescribed following responsibilities:-

 Company Secretary responsible to provide collectively and individually such guidance as

may require by the directors of the company
 Company Secretary is responsible for convening of meetings and attend these meetings
and maintain the minutes of these meetings.
 Obtain the necessary approval by the appropriate authority when required under the
provision of company law.
 Represent his company before any authority or quasi-judicial body and other authorities
under the act in connection with discharge of various function under the act.
 Assist the board and advise the board in ensuring the good governance and in complying
with the requirement of good corporate governance.
 Advise the board in relation to applicable laws.
 And other duties as may be assigned by the board from time to time.

Note:-As per section 205 (2) provides that section 204 in relation to secretarial audit and section
205 in relation to functions of company secretary shall not affect the duties and functions of the
director , managing director or whole time director under this act ,or any other law for the time
being in force.

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 STATUTORY RESPONSIBILITY OF THE COMPANY SECRETARY
UNDER THE COMPANIES ACT, 2013

a)Signing share certificate:-

Share certificate of the company should be sign by the two director out of which one should be
managing director or whole time director and Secretary of the company or any other person duly
authorized by the board.

b) Signing annual return:-

As per Section 92 (1) of the companies act 2013 annual return to be filed with Registrar of
companies has to be signed by a director and Company Secretary if company does not have a
Company Secretary then the return can be signed by the Practicing Company Secretary.

c) CS Audit:
A CS makes sure that the company is following the laws and guidelines explained in the
memorandum in order to make the easy functioning of the organization, as per the rules
mentioned in Section 204 of the Companies Act, 2013. It is not only a role, but the duty of the
CS to execute such audits of prescribed and listed companies.

d) Keep Record Of Legal Works:

The professional company secretary of India maintains the information regarding investors,
shares, directors, and members in a record

e) Scheduling Company Meetings:

He is also responsible for arranging the shareholders and company board meeting. The articles of
the company will work on the final needs for shareholder and board of director meetings, but it is
the legal company secretary who is responsible for following the notice necessities, deal with
any sort of furnishing or revising the records.

f) Maintaining Company Records:

The company secretary firm oversees the matter of maintaining some records of a company even
if it is not strictly needed by the law. The responsibility comprises:

 Pension and Insurance detail

 VAT registration
 PAYE information
 Tax Record and Accountancy
 Statutory compliance records

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 g) Command Over Corporate Governance:

A structure of good corporate governance is important for companies irrespective of the

size, but it becomes difficult with a load of increasing stakeholders and company size.
In India, it is the Company Secretary advises the board of directors on corporate
governance and director’s duties. This comprises managing the interest area of the
shareholders, issues of conflict in interest, investor guidelines and handling with
applicable codes
h) Company Statutory Register:
It is the necessity of companies to maintain certain statutory registers which include:

 register of directors;
 register of charges;
 register of allotments;
 register of transfers;
 register of members;
 minutes of meetings and resolutions;
 register of secretaries;
 register of directors’ interests;
 register of debenture holders;
 service contracts of directors;
 directors’ indemnities;
 minutes of meetings and resolutions;
 Documents of purchase or redemption the shares out of the capital by a private company;
 Report to members of the result of investigation put by a company into interests in its own
shares.

As explained after the Companies Act, 2013, the power of company secretary in India have
broadened and more direct responsibilities have into effect. As mentioned in section 203, the
companies do not need to hire full-time managerial personnel relying on the section of the
company as mentioned by the center. This is required to be done in order to make sure the
efficient governance and corporate regulation are working well. The important fact is to hire the

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CFO and CEO, it is necessary for the companies to appoint a Company Secretary professional,
this describes the importance of the CS in the modern world.

As Per Section 205 of Companies Act, 2013 the functions of company secretary include:-

 Report to the board about the compliance with the provision of Companies Act and all
other applicable laws to the company and the rules made under the respective laws, and
 make sure that the company complies with the applicable Secretarial Standards issued by
ICSI and
 perform all other duties as may be prescribed.

Difference between old and new company law relating to the issue of
employment of company secretary
According to section 383A of the Old Companies Act, 1956, every company who has a paid up
capital of about Rs. 5 Crore or more had to appoint a whole-time company secretary for the
purpose of ensuring better administration of the company. If a company fails to comply with the
aforesaid provision, then the directors and any other officer who is in default shall be liable for
the penalty which may extend to Rs 500 per day till the default continues. But on the other hand,
Companies Act 1956 had a big loophole in it for the appointment of company secretary. It
provided that if a company is not in a position to appoint a whole-time company secretary due to
financial problems they can be excused from the same.

Covering these defects, Companies Act 2013 came into effect on 1 April, 2013. According to
Section 203 of the Companies Act 2013, every listed company and any other company including
the public companies has the obligation to appoint a whole-time company secretary having a
paid-up capital of Rs 10 Crore or more. If a company fails to appoint a whole-time company
secretary, Companies Act 2013 imposes a heavy penalty both on company as well as its directors
and every officer who is in default. The company shall be punishable with fine which shall not
be less than one lakh rupees but which may extend to Rs 5 lakh. And every director and key
managerial personnel of the company who is in default shall be punishable with fine which may
extend to Rs. 50,000 and where the contravention is continuing one, with a further fine which
may extend to Rs. 1,000 for every day after the first during which the contravention continues.

14
 CASE STUDY IN REFERNCE TO ROLE OF COMPANY SECRETARY

As time progressed, however, the work undertaken by the secretary broadened and increased in
importance. This was, to a degree, recognised in the case of Panorama Developments
(Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971] 2 QB 711 (CA), where Lord Denning
MR stated that:

“Times have changed. A company secretary is a much more important person nowadays than he
was in 1887. He is an officer of the company with extensive duties and responsibilities. This
appears not only in the modern Companies Acts, but also by the role which he plays in the day-
to-day business of companies. He is no longer a mere clerk. He regularly makes representations
on behalf of the company and enters into contracts on its behalf which come within the day-to-
day running of the company’s business…. He is certainly entitled to sign contracts connected
with the administrative side of a company’s affairs, such as employing staff, and ordering cars,
and so forth.”

Need for the research

When we speak to company secretaries, and from our survey, we find that there has been
significant change to the role over the years. Eighty percent said that their role had increased
somewhat or significantly in the time they had been in it.

 Increased regulation: “The role has become more bogged down in regulatory
compliance.”
 Impact of technology: “As a global organisation, technology has sped up board
management. I’m not quite sure if it has made it any more
effective.”

Research objectives
1. To identify the general roles of the company secretary in listed companies.
2. To examine the role of the office of the Company Secretary in strengthening Corporate
Governance
3. To examine the role of the office of the Company Secretary in strengthening Administrative
Justice
4. To identify possible challenges associated with the office of the company secretary in the
discharge of
their roles
5. To identify the position of Women Company Secretary .

Scope of the Study

This research focused on the role of the office of the company secretary in strengthening
corporate governance and administrative justice in listed companies and the changing role as
well as challenges in changing role of company secretaries in listed companies.

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 Significance of the study
The significance of the study cuts across three spectrums which include research, policy and
practice. In terms of research, the findings of the study provide an empirical standpoint on the
role of the corporate secretary in strengthening corporate governance and administrative justice.
In this regard, the findings of the study would serve as a good academic resource on which future
researchers could make reference to in subsequent studies. The study contributes immensely to
policy by coming out with appropriate strategies in the form of practical recommendations to
management, board of directors and stakeholders of companies as to how they can efficiently
strengthen the office of the company secretary in order to benefit from its strategic functions of
enhancing corporate governance and administrative justice within the organization.

Questionnaire Asked
 Does your organisation support the evolution of the profile of the company secretary?
 Is there sufficient investment, development and time to support change?
 How does the structure of the secretarial team or company secretary reporting line influence
how they are treated by the board?
 Could technology be used to support the company secretary in other ways apart from
administration?
 Are the qualifications in the company secretary team the most relevant and useful to delivering
good governance?
 Is the size of the team sufficient for the current responsibilities of the company secretary? Is it
scalable?
 Do you think there is enough guidance on the role and operation of the company secretary
responsibilities under current law and the corporation’s constitution? Do you have any
suggestions for improvements to the framework of governance?
 Is your main job function different from your prescribed role?
 How much of a contribution would you say you are able to make to the decision making of your
board and are there any boundaries/road blocks?
 How do you manage the different personalities and skill types of directors?
 How does the Chair impact the way you perform your duties?
 Are there information tools and other processes that facilitate your CS role in the way you
disseminate information?
 What role does the office of the company secretary strengthen administrative Justice?
 What is public opinion on growing role of Women as Company Secretary?

Research Design
Philosophical Approach
Qualitative analysis is selected due to the exploratory nature of the phenomena required to
further understand the construction of meaning resultant from engaging with the real
experiences of company secretaries. The purpose of this study is to understand why the role
of the company secretary has expanded and how they manage the processes formally and
informally together with iterative relationships to support the board. The overall objective is
to understand the variances in the company secretary role constructed across different types
of organizations in Australia by interviewing a mix of company secretaries. This study

16
 utilizes an inductive approach using informal semi-structured interview and this approach
allows the meaning of the participant’s experiences with open discussions to be interpreted.
The overarching epistemology of this study is to explore the experiences of participants,
applying a pragmatic approach that falls under the philosophical position of constructionism.
notes that “constructionism rejects the view of human knowledge and there is no objective
truth but rather meaning is constructed.” This study aims to collate the experiences
described by participants, search for patterns, and from these patterns inductively develop
constructs of meaning. Interviews of senior officers provide entrance to research at low cost
(Stiles & Taylor, 2002). It is understood that “different people may construct meaning in
different ways, even with respect to the same phenomenon”

Rationale for Research Design

Regulation continues to pursue corporate governance through the development of boards of
directors through the specification of the respective roles of all executive officer. Over time
the company secretary is able to construct a role of responsibilities and working relationships,
and their contribution to the mechanisms of board decisions and processes are key to the
enduring concern of corporate governance and board effectiveness. Previous studies examine
the roles of senior officers in board effectiveness but largely neglect the distinctive qualities
of the company secretary and their inner working processes. Earlier quantitative studies
highlight the demographics of senior officers though this social actors in real settings”.
This study aims to complement the existing research and adopts an approach by viewing
the ‘interview as a conversation, one in which the researcher takes more than s/he gives’.
During the research process, the emphasis is on building trust and a sense of equality
between the researcher and the interviewer to facilitate expression of the participant’s
genuine voice. The constructivism method described is the best fit to address the question
of why and how this governance role is under construction and what dynamics of
behaviours in and around the board impact this role. Recent studies provide insight into
the role but fail to address the complexity of the role under the umbrella of a variety of
organizations. This study aims to address these gaps in the research by examining the
Australian context for both public and non-public organizations.

Role of the Researcher

The researcher (myself) has conducted previous studies in the field of corporate
governance and has personal experience of volunteer non-profit organizations. These
experiences have shaped my views on the role of the company secretary and
board/committee dynamics. I have gathered background knowledge of the importance of
the processes involved in setting agendas, skills required to gather information for board
processes, and collecting and disseminating information. Being aware of the possible
biases assists the methodology and the analysis stage of the data by proactively aiming
for objectivity.

Sample Procedure
After reviewing the potential range of company secretaries in organizations, the sample was
selected through the researcher’s networks, industry contacts and promotion The purposive
sample ensured a rich mix of experiences in order to extract meaning from a variety of
participants and organizations. Demographic characteristics may influence values and, in this

17
case, could impact the sample selection. Variety in the sample was achieved by examining the
nuances of different organizations.
This study aims to understand the relationship management, boundary spanning and brokering
capabilities the company secretary performs in order to effectively support the board. As we
completed our analysis for the Secretarial Audit Reports: Trends and Practices in 2016, we found
a few data points of interest that attracted our attention. As in the previous year our population
for this study was S&P BSE 500 Companies, which represents the cream of Indian Corporate
Sector. It is possible that the International Women’s Day on March 8th had something to do with
our heightened sensitivity to the gender related issues as these are some of the data points we
wish to highlight in this article for deliberation. To list a few data points of interest:

· 16% of the S&P BSE 500 Companies had women company secretaries. A number that
increased by 4% compared to the earlier year.

· 10% of the Secretarial Audit Reports were signed by women company secretaries, an increase
of 1% over the previous year.

We wanted to put these numbers into perspective, as anecdotal evidence of company secretaries
seen in conferences, training sessions and applications received for job vacancies suggest that
women company secretaries outnumber if not are equal to the number of men.

However a search on the Google revealed that this data was not readily available. We thought
why not write to ICSI for getting this information.We were pleasantly surprised when on
February 23, 2017 within 10 minutes of our sending an e-mail to the Institute, we received a
reply with the data as on date:

 Total members : 43,822 (100%)

 Males : 25,070 (57%)
 Female : 18,752 (43%)

A possible reason for this under representation in S&P BSE 500 companies sample size could be
that the women company secretaries were junior having qualified in recent years compared to
their male counterparts.

The next logical step was to analyse the compensation paid, and see if there was any variance in
the compensation paid between the two and if yes, what could be the reason for such variance.

 The average compensation of women Company Secretaries was Rs.31.61 lakhs, which is
52% of Rs.61.34 lakhs for men Company Secretaries.

However glaring, these are stark facts that cannot be disputed. Analysing further the reasons for
variance in compensation, we came across two critical factors that contributed to the dispersion.
The first was the size of the company and the second was multiple roles clubbed with the
company secretary role. It goes without saying that larger the company higher the compensation
and likewise wider the role higher the compensation.

18
Analysed by their turnover, we notice that the presence of women was lower in bigger
companies. For instance, among the top 100 companies only 6 had women Company Secretaries.
Further, the top 50 had 3 and in the top 25 companies only one was a woman and that company
was 24th in the ranking.

Among Company Secretaries holding multiple roles, only 30% of women company secretaries
held multiple roles in contrast to 48% among male company secretaries. Further while 11
companies combined the role of CFO&CS,all these eleven were held by men.

These factors taken together is reflected at the two ends of the range, where the highest paid
Company Secretary in our study sample was a male holding multiple roles (Jt MD, Company
Secretary & CFO) drawing Rs.902.32 lakhs. In contrast the lowest paid Company Secretary was
a female, holding the sole charge as Company Secretary drawing Rs.3.00 lakhs per year.

Given this male dominance, despite growing feminine presence, we present the obvious road to
bridge the gap:

 Of the two−size of company and multiple roles, we believe multiple roles has a higher
weightage in influencing the compensation. Hence women company secretaries desirous
of bridging the gap should look at acquiring multiple qualifications like Law degrees and
CA or ICMA certifications.

19
 Company Secretaries and their Contribution Towards Women’s
Empowerment

The present article explores the theme of women empowerment from the standpoint of
professional opportunities that it garners for women particularly for women company secretaries.
It also looks at some of the legal recognitions bestowed by the government that have helped
cement the position of women professionals as significant contributors to the corporate world
with equal participation on Company Boards. It attempts to trace back the possible origin of
prejudice against women, the resultant uprise of the patriarchal mindset prevalent in society and
discover the journey towards women empowerment with recent achievements and the future
needs to help reach its successful end.
The women have embraced the Company Secretarial role and even become torch bearers for the
profession. Not only have they established successful practices but also gone on to become
CFOs, CEOs, part of regulators and hold significant position in eminent organisations. The
Company Secretary profession requires an in-depth knowledge of corporate laws coupled with
inter-personal skills, organizational skills, communication skills, planning and attention to detail.
Most of these skills can be found inherently among women and have led them to recognize the
potential of the profession as a lucrative endeavour. This has been evidenced by the sheer
number of women who are opting for the company secretarial course not only as a supplemental
degree but also as their primary profession. As the position of company secretaries slowly but
steadily gained importance in the corporate environment, the much-needed thrust came in the
form of the wide sweeping changes brought forward by the legislature under the new Companies
Act 2013.

Legislative Changes - Women Company Secretaries on the Boards of Companies The new
Companies Act, 2013 has been largely credited for bestowing honour and prestige and providing
the muchanticipated boost to the company secretary profession. These changes can be viewed as
an opportunity for woman company secretaries to make the most of the profession. This has
helped open up avenues for women to further make their mark in the corporate environment.
Though women had found some footing in the profession and were capable of contributing much
more, there was slow progress in making women partners of the corporate world. This has led to
adoption of legal mandates for representation of women on corporate board. The legislature, in a
bid to support the growing movement of women’s empowerment and provide legal sanctity to
the cause, has introduced regulations to recognize and acknowledge the need for women’s
contribution to formal decision-making processes. The requirement for a mandatory female
director for specified companies and the resultant repercussions for its non-adherence has sent a
positive message to the industry for welcoming female participation in the board decision
making process. The recent changes in the Companies Act, 2013 are considered progressive and
boost to the women’s empowerment in the economic sector. The reasons to support such changes

20
can be attributed to contribution that women have made in various areas of the society. There are
a number of women professionals, whether as doctors, engineers, lawyers, chartered accountants
or company secretaries who are providing immense service to the society or the organizations
wherever applicable.

Though the ratio of female employee in the ICSI is reasonably descent, nonetheless, it would apt
if the ICSI identify measure to enhance such ratio atleast 33% in next 3-4 years. With the
increase in members of the ICSI to about 56,000 by December 2018, ratio female members also
would have increased.

SKILLS TO BE A PROFESSIONAL It is apparent that Company Secretaries are required to have a

thorough knowledge of the law. That is how they are the experts in what they do. But it should
also be noted that merely having the knowledge is not enough as professionals. There are certain
soft skills that they should possess to shape them as one of the best professionals in the country.
Few have been listed below: 1. Reliability: A person should be consistent in his or her job, for
the organisation to rely on their advice. Being confident and delivering accurate results every
time is a sign of consistency. The professional should be dependable because someone else’s
work will be impacted by his or her actions. 2. Quality Work: Delivering quality work every
single time is what is expected of a Company Secretary. This includes accuracy and in-depth
knowledge about their field of work as well as providing practical support to the Board. 3. Depth
of knowledge: The profession of a Company Secretary requires them to be constantly updated
about the changes in laws. Increasing their knowledge makes them the expert in what they do. It
is a constant learning process. 4. Accountability: Being a professional it is their duty to be
accountable for their work. They are entrusted with responsibilities and thus are expected to take
up ownership for their job

CONCLUDING THOUGHTS As a professional, Company Secretaries handle multiple roles.

The are one of the Key Managerial Personnel of the Company who carries a huge responsibility
on their shoulders and have immense responsibility towards the nation. They contribute in
several areas such as Direct and Indirect Taxation, Corporate governance, Arbitration &
Conciliation, Corporate Communication & Public Relations, Human Resources, Corporate Laws,
Corporate Administration, Foreign Exchange matters, Board and shareholders meetings,
Corporate Compliance Management, Stock exchanges and Listing agreement, Mergers and
Amalgamations, Arbitrations and Reconciliation and many more. With each passing day, this
profession is commanding respect not only in the corporate sector but is well regarded by other
professionals as well as by governmental authorities and agencies concerned with corporate
governance in India. Company Secretaries possess the power to influence the nations’ corporate
governance framework, so to abide the law in letter and spirit by all the professionals would
become a boon for the country and give rise to well-governed business boosting the economic
sector, helping the nation towards rapid economic growth. Seeing the factual and today’s

21
scenario there is a lot of scope for Company Secretaries in India and the possibility of future
growth is high as the demand of corporate governance is rising. Thus, the role of Company
Secretaries shall increase multiple folds owing to the company.

CHANGING ROLE OF COMPANY SECRETARY AND AREAS NEED OF

IMPROVEMRNT
Technology and data are highlighted as being most in need of improvement within the function,
followed by efficiency; the two of which are inextricably linked. Responsiveness to regulation
and commercial acumen also appeared frequently in respondents’ feedback and we would draw
the conclusion that the volume of work may be the block to allowing teams to take the proper
time to focus on these things. Over a quarter of respondents feel that the relationship with the
executive is in need of improvement and this is perhaps an area in which Company Secretaries
could benefit from external mentoring and guidance. This survey confirms that there is the
appetite from Company Secretaries for this.
What are the key challenges facing your Company Secretary function over the next 12
months?

Regulation continues to be key and this is not surprising, with just over half of respondents
working in Financial Services, where all functions are highlighting regulation as a key focus and
challenge. Nearly half of the Company Secretaries polled feel that improving the quality of
Board information will be a focus in the near term, with team development and changes at Board
level being other key challenges. A third of respondents highlight talent retention as important.

Outside of the Company Secretary function, with whom do you interact most in your role?

Not surprisingly, two thirds of respondents interact most with the Chair, the General Counsel or
the CEO. A further 14% interact most with the other NEDs. More general comments from the
survey reflect the desire of Company Secretaries to strengthen their relationships with their Chair
and CEO.

To whom does your role report?

Of those who lead their functions, only a quarter of respondents report directly to the Chair. This
is not surprising as we are continually asked by clients: to whom should the Company Secretary
role report? There is a real divergence in opinion, as is demonstrated by the data. The wider
consensus in the market is that a Company Secretary’s primary focus is to the Board and Chair
and thus the position should report to the Chair, at least with a dotted line.

How frequently do you interact with the Chair of your organisation?

22
We are encouraged by the results of this feedback, with 63% of respondents interacting with
their Chair weekly or more. The topic to further explore is the agenda at these meetings and the
quality of this interaction.

Which bodies are most useful when gathering the information and advice needed to
effectively do your role?

Law firms continue to be the most valuable external source of support for Company Secretaries.
More than half of respondents also felt that the ICSI is a useful source of information and advice.
In contrast to many other control functions, the Company Secretary community appears to be
well-networked and respondents added comments about the importance of strong personal
connections and a peer group to seek advice from. As human capital specialists, we would be
interested to hear from Company Secretaries as to how we can help more with regards to events
or intelligence that is useful to the function.

23
 METHODOLOGY

The study is descriptive and informative in nature. This study on the roles ,duties and responsibilities of
company secretary and other related laws is exclusively based on the secondary data. There is no
primary source of data collection in this regard.

Data Type :

It consists only secondary data sources.

Data Source :

The various sources of collection are as mentioned below :

1. Wikipedia

2. Journals

3. Bare act

4. Various study materials issued by ICSI.

Method of analysis :

Certain real case laws have been studied for better understanding and relevant stamp act provisions of
different states have been explained.

Area of Study :

Companies act 2013 and companies act 1956 have been considered

. Foreign transactions have not been included in our st

24
 LIMITATIONS OF THE STUDY
1.Some significant changes done after companies act 2013 have been taken into account.

2. Considering the paucity of time, the descriptive details of all the provisions related to
company secretaries and other related laws could not be incorporated in this study.

3. Due to lack of primary data on the topic and related laws, the research on the subject has been
limited to the data collected from the secondary sources.

4. As the Companies Act, 1956 has been replaced by the Companies Act, 2013 on 12th
September, 2013, the practical aspects of the details provided Act and other related state laws is
being influenced by the modified provisions of the Companies Act.

5. One of the major limitations faced while preparing this project is lack of practical experience and
field work.

CHAPTER 3 ORGANISATION OF THE STUDY AND DESCRIPTION

PROCESS FOR APPOINTMENT OF COMPANY SECRETARY

 Arrange for Board Meeting only after giving notice to every director to discuss besides
others the following matters. Approve the terms and conditions at which the Company
Secretary (CS) is proposed to be appointed.
 Obtain a written consent from the person who is to be appointed as Company Secretary.
 Inform the Stock Exchange with which shares of the company are listed on the date of
this meeting before the board meeting
 Inform the said Stock Exchange within 15 minutes of the Board Meeting, of the outcome
of the meeting by letter or fax.
 File the relevant form with the concerned ROC within 30 days from the date of
Appointment.
 Pay the requisite fee for the same.
 Make necessary entries in the Register of Directors/ Secretary.
 The ‘whole-time secretary’ indicates that a Company Secretary must be in the
employment of the company.

25
 TIME PERIOD FOR SUCH APPOINTMENT OF COMPANY SECRETARY:

The Companies Act 2013 does not provide the period wherein the Company has to designate
Company Secretary as (KMP) key managerial personnel. But it is advisable to appoint a
Company Secretary as KMP in the first board meeting which is to be conducted after
applicability of such a provision.

COMPULSORY APPOINTMENT

Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, necessitated that every listed company and every other
public company having paid-up share capital of Rs 10 crores or more to appoint the Company
Secretary in whole-time employment. All Private companies and such public companies having
Paid-up share capital lower than Rs 10 crores were not required to appoint a Company Secretary.

Such provision was very much in debate as it limited the role of Company Secretary in
companies having paid up share capital of less than Rs. 10 crores.

Therefore after much deliberation and representation MCA (Ministry of Corporate Affairs) vide
the Notification No. G.S.R. 390(E) on 9th June 2014 in Official Gazette amended the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding appointment
of Company Secretary. As per the aforesaid notification now, companies having paidup capital
of Rs 5 crores or more has to mandatorily have a Company Secretary in whole time employment.

DRAFT FORMAT OF BOARD RESOLUTION FOR THE APPOINTMENT OF COMPANY

SECRETARY

“RESOLVED THAT pursuant to provisions of section 203 of Companies act 2013 and Rule 8
and Rule 8A of Companies appointment & remuneration of Managerial Personnel Rules 2014),
Mr.……………………………….. company secretary (ACS/FCS no …………..) be and is
hereby appointed as the whole time Company Secretary of the company with effect from (date)
on such terms and conditions as decided and agreed by and between the Board and Company
Secretary.

FURTHER RESOLVED THAT Mr.………………………… director of the company be and

is hereby authorised to file necessary e-forms and documents with Registrar of the Company
and to do all other such acts. deeds and things which are necessary to give effect to above
resolution.”

26
 Time Duration concerning the Appointment

As per the Companies Act 2013, no time limit has been provided as to when the Company has to
appoint a Company Secretary as KMP. However, it would be beneficial if the Secretary is
appointed in the first board meeting itself, occurring after the enforcement of such a provision.

A newly incorporated company may complete this essential process at its very first board
meeting.

Relevant Offences & Penalties

The Companies Act 2013 has laid down the regulations and provisions regarding the
appointment of the Company Secretary. Failure on the companies behalf to comply with such
provisions will lead to penalties.

As a result of non-compliance, the company will be levied with fine not be less than Rs. 1 lakh
up to a maximum of Rs. 5 lakh. Together with a fine of up to Rs. 1,000 per day, levied on every
Director and KMP, in default, during the period of such contravention.

WHO CAN ACT AS COMPANY SECRETARY IN A PRIVATE LIMITED COMPANY

There are very few legal restrictions to consider when looking to appoint to the role of company
secretary for a private limited company. However, identifying the best candidate – one that will
offer a set of skills and experience that perfectly compliments this important role, is essential.

Legislation no longer requires private limited companies to have a company secretary, but many
companies still do – reflecting the importance of this role. There are, however, some individuals
that can never act as your company secretary:

 Your company auditor.

 Undischarged bankrupts – unless given leave by the courts to so act.

27
Otherwise, an individual, partnership or another company (including another group company)
are all allowable, and it is common for the director of a company to also act as the secretary.

Note also, that there are no legal requirements for the company secretary of a private limited
company to have relevant professional qualifications or previous experience.

What qualities should one look for in a company secretary?

Appointee needs to possess a broad range of skills. When assessing applicants for the role of
company secretary, one might find the following checklist of key skills and experience useful:

1Good working knowledge of business law, finance and corporate governance

Whilst the company secretary would not be expected to deal alone with all issues arising in these
areas, they should have sufficient knowledge to ask the right questions and seek advice from and
work with appropriate professionals. In a small private company, it is not uncommon for the
company secretary to also undertake some tax work, such as the administration of payroll and
submission of VAT returns.

2Excellent organisational skills

28
The successful company secretary must always be one step ahead. They will ensure that the
agenda of a board meeting is circulated in advance and to everyone who needs it, helping
generate an efficient and productive meeting. And they will have a firm grasp of the annual
corporate governance timetable ensuring that any work required is completed well ahead of
filing deadlines.

3First-rate communication skills

The company secretary often acts as one of the main channels of communication for the
company. They must be able to deal with enquiries from and deliver information to a diverse
range of people, tailoring their terminology to suit. They should expect to deal with directors,
shareholders, employees, professionals and sometimes journalists.

4Honest and reliable

The role of company secretary carries with it great responsibility. With access to confidential
company information which they must ensure is kept secure, they must also be able to deal with
individuals’ personal details sensitively.

5Confidence

The position of the company secretary is unique within the company. Whilst as a company
officer they have a duty to act in the best interests of the company they are also the key point of
contact for shareholders. A company secretary is therefore of most value to the company if they
can act as an independent opinion, with enough confidence to offer their own view to the board.

6Attention to detail

Recording accurate and complete board minutes, ensuring timely compliance and providing
correct information to varied applicants all require steadfast concentration and attention to detail.

Whilst the list above is in no way exhaustive, it demonstrates how the best candidate for
company secretary will come with wide ranging experience and a whole toolbox of skills.

Take time to appoint the best company secretary

Investing the time to find a candidate with all the qualities outlined above plus enough
experience is essential as the company’s directors share joint liability with the company secretary
for any Companies Act breaches. For example, if the company secretary fails to file the
confirmation statement this is considered a criminal offence and can result in all the company’s
directors (and the company secretary) being fined personally in the criminal courts. In this
instance the registrar may also make moves to strike the company off the public record.

29
How to appoint or remove a company secretary?

The appointment or removal of a company secretary will generally be governed by the

company’s articles of association and would normally be a matter for the board of directors, or a
subset of the board – as provisioned in the articles.

appointment and removal of a company secretary should be a matter for the board as a whole.

The words 'whole-time' indicate that the CS can work as CS on whole-time basis in one company
only. In case of directors limited exception has been provided in the Act, but not so in case of
CS.

According to section 203(3) of the Companies Act, 2013, a whole time KMP shall not hold
office in more than one company except in its subsidiary company at the same time. Provided
that nothing contained in this sub section shall disentitle a KMP from being a director of any
company with the permission of the board. It means he can employed in subsidiary co. not as
KMP.

30
CHAPTER 4 ANALYSIS AND INTERPRETATION ABOUT THE TOPIC

Company Secretary is one of the key positions of a company and is highly responsible one.
Company Secretary is called Corporate Secretary in some places and hold same position of
Company Secretary. He or she act as bridge of the employees and employers and maintain
secrecy of the company. Company Secretary who is qualified member of Chartered Secretary of
respective country. License secretary and / or highly professional including graduation of Law
are allowed to become a Company Secretary. As noticeable is most of the countries foreigners
are not allowed to become Company Secretary but rules are not same for all countries. Many
responsibilities are taken on own solders of a company secretary being statutory right. Company
Secretary is appointed in public companies as mandatory and some of the cases in private limited
company also. One or multiple Company Secretary might be appointed in each company. Many
duties and responsibilities are performed by Company Secretary as follows:

 Prepare board meeting minutes to register a new company

 Prepare Memorandum And Article of Association

31
  Prepare required forms to approve new company from government
 Questionable of any compliance of the company
 Appoint directors of the company
 Change directors of the company
 Attend and arrange Annual General Meeting
 Arrange any board meeting resolution
 Increase share of the company
 Prepare papers to apply of public listing company
 Update to the employer about listing rules and regulations
 Keep relation with employer, employees, auditor, government and non government bodies.
 Act as director of the company, if necessary
 Annual Return Filing of the company

Prepare board meeting minutes to register a new company

Company Secretary prepares meeting resolution if required to register a new company. As first
meeting minutes following information are mentioned:

 Proposed name of the company

 Number of shares allocation
 Value of each shares
 Position of the directors

Prepare Memorandum & Article of Association

Each company has constitution by what company is followed. Memorandum: It is the objectives
of the company those are actually business activities information. Article of Association: This is
internal rules of the company by what business activities will be followed. Company Secretary
prepares Memorandum and Article of Association on behalf of the proposed company. All
information of MOA and AOA are written as Act and rules of the government and Company Act
of the country.

Prepare required forms to approve new company from government

Company Secretary prepares required forms to be placed before government business licensing
office of the country. There are some particular forms of each country those have to be signed by
the directors of the company.

Questionable of any compliance of the company

Company Secretary is questionable of any compliance of the company. So, he/ she should be
updated always about compliance to be applied. If any penalty is applied for company or
directors are responsible to be handled by Company Secretary to be resolved.

Appoint directors of the company

32
If any new director is appointed of a company some formalities are followed and said formalities
are handled by Company Secretary.

Change directors of the company

Sometimes directors are changed as decision by the board and/ or annual general meeting.
Company Secretary being responsible to act of changing formalities is done.

Attend and arrange Annual General Meeting

All companies hold a meeting annually to declare profit, loss accounts, share holding changes,
director’s profile and any other serious issue to be solved. To prepare required papers and invite
share holders and directors and auditor are done by Company Secretary.

Arrange any board meeting minutes

Board Meeting is needed every now and then to make decision unanimously by the board like
opening bank account, apply for loan, appointing acting director, purchasing property and public
share offering and many more reasons when directors think fit to hold meeting.

Increase share of the company

Share capital of the company might be necessary to increase and decision is made by the
directors of the company and all formalities are done by the Company Secretary.

Prepare papers to apply of public listing company

There are many more rules and regulation and queries have to face from government and listing
regulatory authorities for approval of new listing company. Secretary has to know all rules of
applications and reply smartly from applicant to satisfy regulatory that applied company is fit for
public listing.

Update to the employer about listing rules and regulations

Rules and regulations of stock exchanges are changed and are updated to the directors.

Keep relation with employer, employees, auditor, government and non government bodies.

Being Company Secretary every person belief him/ her and share private information. Every
person is important being so Company Secretary keeps relation with owners, employees and
other organs.

Act as director of the company, if necessary

In case of absence of the directors Company Secretary holds director’s position as law and act on
behalf of director.

33
Annual Return Filing

Every company as law has to submit annual return to the registrar office and/ or income tax
office. Company Secretary is responsible to filing them accordingly.

CHAPTER 5 FINDINGS

BRIEF OVERVIEW

A company secretary is a senior position in a private sector company or public sector

organisation. In large American and Canadian publicly listed corporations, a company secretary
is typically named a corporate secretary or secretary. The company secretary is responsible for
the efficient administration of a company, particularly with regard to ensuring compliance with
statutory and regulatory requirements and for ensuring that decisions of the board of directors are
implemented.[1]

Despite the name, the role is not clerical or secretarial. The company secretary ensures that an
organisation complies with relevant legislation and regulation, and keeps board members
informed of their legal responsibilities. Company secretaries are the company's named
representative on legal documents, and it is their responsibility to ensure that the company and its
directors operate within the law. It is also their responsibility to register and communicate
with shareholders, to ensure that dividends are paid and to maintain company records, such as
lists of directors and shareholders, and annual accounts.

34
In many countries, private companies have traditionally been required by law to appoint one
person as a company secretary, and this person will also usually be a senior board member.

DECRIPTIVE ANALYSIS

Company secretaries in all sectors have high level responsibilities including governance
structures and mechanisms, corporate conduct within an organisation's regulatory environment,
board, shareholder and trustee meetings, compliance with legal, regulatory and listing
requirements, the training and induction of non-executives and trustees, contact with regulatory
and external bodies, reports and circulars to shareholders/trustees, management of employee
benefits such as pensions and employee share schemes, insurance administration and
organisation, the negotiation of contracts, risk management, property administration and
organisation and the interpretation of financial accounts.

Company secretaries are the primary source of advice on the conduct of business and this can
span everything from legal advice on conflicts of interest, through accounting advice on financial
reports, to the development of strategy and corporate planning.

Among public companies in North America, providing advice on corporate governance issues is
an increasingly important role for corporate secretary. Many shareholders, particularly
institutional investors, view sound corporate governance as essential to board and company
performance. They are quite vocal in encouraging boards to perform frequent corporate
governance reviews and to issue written statements of corporate governance principles. The
corporate secretary is usually the executive to assist directors in these efforts, providing
information on the practices of other companies, and helping the board to tailor corporate
governance principles and practices to fit the board's needs and expectations of investors. In
some companies, the role of the corporate secretary as corporate governance adviser has been
formalised, with a title such as Chief Governance Officer added to their existing title.

In view of the important roles the company secretary plays in business, PLCs and large
companies require the company secretary to be suitably trained, experienced and professionally
qualified for these responsibilities.

In the UK, the company secretary may be qualified by virtue of examination and membership of
the Institute of Chartered Secretaries and Administrators (ICSA), which is the main qualification
specifically for company secretaries. ICSA is the body dedicated to the advancement and
recognition of professional administration based on a combination of degree-level studies,
carefully vetted experience and sponsorship by two people of professional status. Only a person
thus qualified is entitled to be designated a 'Chartered Secretary' or 'Chartered Company
Secretary'. The Faculty of Secretaries and Administrators founded in 1930 is the second body of

35
corporate secretaries in the United Kingdom and now has a strong emphasis on equality work
and governance and its members are designated 'corporate secretaries' or 'certified public
secretaries'. It is expected that company secretaries of publicly quoted companies will be
professionally qualified through ICSA, one of the chartered professional bodies in the
accountancy profession, or have appropriate training and experience through another body.

In India, "The Institute of Company Secretaries of India" (ICSI) regulates the profession of
company secretaries . ICSI is a statutory professional body which has more than 50,000
associate members.

Chartered Secretaries are employed as chairs, chief executives and non-executive directors, as
well as executives and company secretaries. Some chartered secretaries are also known in their
own companies as corporate secretarial executives/managers or corporate secretarial directors.

Chartered Secretaries are the sixth highest paid employees in the UK according to the Office for
National Statistics Annual Survey of Hours and Earnings (March 2010).

Many corporate secretaries of North American public companies are lawyers and some serve as
their corporation's general counsel. While this can be helpful in the execution of their duties it
can also create ambiguity as to what is legal advice, protected by privilege, and what is business
advice.

United Kingdom

Since 8 April 2008 there has been no legal requirement for a private company in the UK to have
a company secretary unless the company's articles of association state otherwise. If a private
company doesn't have a company secretary then the company secretarial duties and
responsibilities fall upon the directors of the company. With the increase in the number of social
enterprises and community interest companies there is often a demand for a company secretary
in the voluntary and community sectors as well as ordinary private trading companies. A public
company in the UK must still have a formally appointed company secretary.[4]

The exact responsibilities of the company secretary depend on the size and nature of the
company and there is no statutory definition of what these are, but it generally includes some or
all of the following:

 maintaining the company's statutory registers;

 updating the records held by Companies House;
 maintaining the company's registered office;
 advising the board of directors on their legal and corporate responsibilities and
matters of corporate governance;
 organizing the company’s board meetings and annual general meeting;
 minuting board meetings;
 ensuring company compliance with legal obligations;
 managing and storing the company's records, e.g. re investments, property, payroll,
insurance, accounting, taxation (VAT, PAYE, Corporation Tax); and

36
  liaison between the company and its stakeholders and shareholders
Singapore

In Singapore, The Companies Act, Section 171 requires that every business has a Company
Secretary that must reside in Singapore. The Secretary has to be appointed within the first 6
months after incorporation. If the company has only one director, he or she cannot be the
Corporate Secretary. The responsibilities of the Corporate Secretary include the following:

 Preparing board meetings and the Annual General Meeting

 Filing Annual returns to ACRA
 Amendments to the company Constitution
 Maintaining statutory registers
 Filing updates with ACRA on matters such as changes of company name or address,
issue of shares, changes in directors, shareholders, etc.

For public companies, the Secretary must be a registered filing agent or a qualified individual.

China

In China, every listed company is required to have a board secretary. According to article 124 of
2005 Company Law, every listed company is required to have a secretary to the board of
directors. The responsibilities of board secretary include preparing meetings of shareholders and
boards of directors, maintaining company records and shareholders information, dealing with
information disclosure etc. Relevant listing rules in China further clarify that the secretary of the
Board is a managerial position. Such listing rules discuss duties of board secretary in details.
According to “Special Provisions of the State Council Concerning the Flotation and Listing
Abroad of Stocks by Limited Stock Companies”, “Guidance for the Articles of Listed Company”,
“Stock Listing Rules of the Shanghai Stock Exchange” and “Stock Listing Rules of the Shenzhen
Stock Exchange”, the secretary of the Board is classified as the senior management team. From
those listing rules, the board secretary, or the secretary of the board of directors, in China is
comparable as the company secretary in many other countries.

South Africa

In South Africa, all public and state-owned company must appoint a company secretary. The
roles and responsibilities of the company secretary are defined in the Companies Act, No 71 of
2008. For publicly listed companies, these roles were clarified and expanded by the King IV
report. In addition, non-profit companies that have voluntarily adopted the "Enhanced
Accountability and Transparency" provisions of the Companies Act must appoint a company
secretary whose role is comparable to that of a public company.[8]

37
 Sri Lanka

In Sri Lanka, the Companies Act, No. 07 of 2007 requires that each registered company has a
company secretary. A company secretary is required to be registered with the Department of
Registrar of Companies, to function as a company secretary. Eligibility to function as a secretary
are;

 Sri Lankan citizen

 An Attorney at law, a Chartered Accountant or any person demanded have followed a
program of study by the Subject Minister
 Applicants with over 20 years experience in the company secretaries field may be
appointed after an interview with the Registrar of Companies

RELIABILITY ANALYSIS

Trends have changed in the past couple of years. The new corporate law (The Companies Act,
2013) has brought in enormous changes and scope to the field of Company Secretaries in India.
The recent campaign "Make in India" has motivated many aspirants to start up self employments
through establishing Industries in different fields. Incorporation of companies has increased
enormously making way for demand for company secretaries. Employment opportunities for the
profession has reached Heights.

CHAPTER 6 CONCLUSIONS

A company secretary is responsible for the efficient administration of a company, particularly

with regard to ensuring compliance with statutory and regulatory requirements and for ensuring
that decisions of the board of directors are implemented. Thus, the Company Secretary is
appointed to ensure that the Company is following good Corporate Governance practices.

.CS advice is pursued in carrying out general administration and in the decision-making process
at the time of framing policies of the company. He is consulted to determine the lawful
suggestions of policy decisions. Therefore, he/she is the only outsider who is present at the
Board meetings.
Company Secretary is the person who is a member of the (ICSI) Institute of Company
Secretary of India appointed by the company to perform the functions of the Company Secretary

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Essentially, Company Secretary is an employee with advisory powers. The term "whole-time
secretary" itself indicates that the Company Secretary must be in the employment of the
company. His advice is sought to carrying out general administrative tasks. He is consulted in the
decision-making process framing various policies of the company. He helps determine the lawful
suggestions of policy decisions.

A company secretary is responsible for the efficient administration of a company, particularly

with regard to ensuring compliance with statutory and regulatory requirements and for ensuring
that decisions of the board of directors are implemented. Thus, the Company Secretary is
appointed to ensure that the Company is following good Corporate Governance practices.

In fact, he is the only outsider who is required to be present at the Board meetings.Company

Secretary has been recognized as Key Managerial Personnel along with the Chief Executive

Officer/managing director/manager, whole-time director and Chief Financial Officer as

per Section 203 of the Companies Act

, India will need 50,000 company secretary by 2020: ICSI

PTI | Feb 28, 2010, 19:17 IST

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AHMEDABAD: With high paced growth in industrial sector, India will need at least
50,000 company secretaries (CS) by 2020, Institute of Company Secretaries of India (ICSI) said
on Sunday.
According to data released by ICSI, there has been over 70% growth in students enrolment for
CS programme in last few years.

"Lately, we have seen a huge surge in the students enrolling for CS programmes, which means
enormous number of students now are opting to become CS," president of ICSI Vinayak
Khanvalkar said.

He said that with growth in industrial sector, role of CS is becoming increasingly important and
therefore there is also shortage of CSs in the country.

According to him, CS would play vital role in corporate restructuring, cross border insolvencies,
mergers and amalgamations, international tax planning and arbitration and dispute resolution,
indirect taxation and a host of other avenues in the corporate ladder.

"In recent years, ICSI has introduced various initiatives like career orientation programmes for
youngsters, professional development programmes and research projects," he said.

Presently, there are 22,000 CS either working as employee of big industrial houses or practising
independently in the country, ICSI said.2013.Being Key Managerial Personnel, Company

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Secretary is required to be mandatorily appointed in every company belonging to such class or
classes of companies as may be prescribed

COMPANY SECRETARY

Private companies with debts may soon have to undergo mandatory secretarial audit.
TOP “Mandatory secretarial audit is right now restricted to listed companies, but I think it may
have to get extended to private companies which have outstanding (debts ) beyond a threshold,”
Corporate Affairs Secretary Injeti Srinivas said while speaking at the 51st foundation day of the
Institute of Company Secretaries of India. He said this might be necessary in cases where
companies have borrowed heavily from banks.

Read more at:

//economictimes.indiatimes.com/articleshow/71457638.cms?utm_source=contentofinterest&utm
_medium=text&utm_campaign=cppst

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 TOP 10 CHALLENGES FOR A COMPANY SECRETARY

As a critical element of any board of directors, the company secretary must overcome a number
of challenges in order to effectively fulfil their role. We’ve come up with a list of what we
believe are the Top 10 challenges for a company secretary.

Every Board is Different….

1. Understanding the business

This is essential to be an effective company secretary. The company secretary needs to be able to
provide valuable guidance at a moment’s notice, from anything relating from corporate
governance to finance to operations. Access to and working with the management of the
company is essential to be able to develop a strong understanding of the business.

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2. Understanding company specific reporting obligations

While all good company secretaries will have a thorough knowledge of the company’s reporting
obligations under the Corporations Act 2001 (Cth), ASIC and ATO, they must be aware of
company specific reporting requirements to other regulatory or industry bodies. Be it a financial
services company with an AFSL, a biotechnology company with a TGA license, or reporting
obligations under the Work Health and Safety Regulation 2011, companies must comply with a
multitude of reporting requirements. The company secretary must familiarise themselves with all
aspects of a company’s obligations to mitigate risk and ensure continuity of business.

3. Knowing and understanding board members

Most Boards have a multitude of personalities that sometimes do not gel with each other. Some
directors are appointed to the Board as nominees of shareholders or members, and are there in
part to protect certain interests. It is important for the secretary to be aware of these in order to
identify any potential conflicts.

4. Knowing your place on the board

All Boards are different and have different expectations of the secretary. Some Boards expect the
secretary to make strong contributions during board meetings, and others expect a more passive,
offline, coordinator role that does not impede Board discussion. Knowing the board's
expectations and considering your own duties as an officer of the company is critical.

5. Know and develop a strong rapport with your Chair

This is a crucial element of being an effective company secretary, as the secretary has an
important part to play in Board strategy, setting the tone for meetings, interactions with
management, auditors, shareholders etc. Further, the Chair often needs guidance on how best to
manage issues that arise at a Board level, whether conducting CEO performance reviews, Board
performance assessments, or more sensitive issues such as director resignations. It is important
that the Chair feels that they can call on the company secretary to not only provide sound and
practical advice, but also to communicate such advice to the Board as a whole on their behalf.

6. Blurred reporting lines between executive management and the board

Many company secretaries have an additional role in the company, such as CFO or General
Counsel. In one role they are accountable to the CEO, and in another role they are accountable to
the Chair of the Board. The company secretary must exercise discretion in their dealings with
both the Board and executive management to avoid conflicts of interest and ensure
confidentiality where required.

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7. Maintaining simultaneous relationships between the board, management and shareholders

A misalignment of goals between any of these stakeholders can represent a significant challenge
for the company. The company secretary is often the first point of contact for each of these
stakeholder groups, so being a confident and effective communicator is essential.

8. Keeping board meetings clear, concise and cohesive through well prepared board information

As the collator and distributor of Board information, the company secretary has a large role to
play in the efficiency and effectiveness of Board meetings. Directing the Board to important
information, distributing Board packs with plenty of time for review and a logical, flowing
agenda structure are essential. Communicating clear expectations with those providing these
documents is also beneficial to avoid delays.

9. Recording minutes in a fashion that the board supports

Some Board members want brief and concise minutes that cover major decisions, while others
want a full account of all discussions during the meeting. Finding that balance early in the
engagement can be a challenge for the secretary, while keeping in mind that minutes are
effectively prima facie evidence should any matter go before a court. Either way, the company
secretary also needs to ensure that the minutes accurately reflect the content of the meeting, both
in terms of matters that were considered and discussed by the board, and decisions that were
made in respect of them.

10. Timely and accurate reporting from Management

Forthcoming information from management in a timely manner is essential for company

secretaries to succeed in their role. The secretary must foster strong relationships with
management and proactively obtain information to ensure expectations are met.

This is by no means an exhaustive list.

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 BIBLIOGRAPHIC

REFERENCES

1. www.wikipedia.com
2. Study material of corporate governance issued by Institute of Company Secretaries
institute of India.
3. Bare Act : companies act 1956 and companies act 2013.
4. www.caclubindia.com
5. www.dor.gov.in
6. www.mof.gov.in
7. www.lawyersclubindia.com
8. www.lawsofindia.

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