Companies Act Section 2(24) Company Secretary Or Secretary

Company Secretary or Secretary Section 2(24)

A "Company Secretary" is a professional appointed by a company, as defined in Section 2(1)(c) of the Company Secretaries Act, 1980, to perform statutory and administrative duties under the Companies Act, 2013, and other relevant laws.

Key Features and Role:

1. Statutory Compliance: 

The primary role of a Company Secretary is to ensure compliance with statutory requirements under the Companies Act, 2013, and other relevant laws. 

They advise the board of directors on legal and procedural matters, ensuring that the company operates within the framework of the law.

2. Board and Shareholder Meetings: 

The Company Secretary facilitates and attends board meetings and general meetings of shareholders. 

They assist in preparing agendas, drafting minutes, and ensuring that decisions taken at these meetings comply with legal requirements.

3. Corporate Governance: 

Company Secretaries play a crucial role in promoting good corporate governance practices within the company. 

They advise on governance matters, implement governance policies, and ensure transparency and accountability in corporate affairs.

4. Communication and Disclosure: 

Company Secretaries are responsible for maintaining statutory registers and records, filing necessary documents with regulatory authorities, and ensuring timely disclosure of information to shareholders, regulators, and other stakeholders.

5. Advisory Role: 

They provide guidance to the board of directors on corporate governance, compliance issues, regulatory changes, and best practices. 

They act as a key link between the company, its directors, and regulatory authorities.

Qualifications and Appointment:

Qualifications: 

A Company Secretary must be a member of the Institute of Company Secretaries of India (ICSI), a statutory professional body established under the Company Secretaries Act, 1980. 

They undergo rigorous training and examinations to qualify as Company Secretaries.

Appointment:

A Company Secretary is appointed by the board of directors of the company. 

The appointment may be on a full-time or part-time basis, depending on the size and requirements of the company.

Importance:

1. Compliance and Risk Management: 

Company Secretaries ensure that the company complies with legal and regulatory requirements, minimizing legal risks and penalties. 

They keep the board informed about changes in laws and regulations that affect the company's operations.

2. Corporate Transparency: 

By maintaining accurate records and ensuring timely disclosures, Company Secretaries promote transparency and trust among stakeholders, including shareholders, investors, and regulatory authorities.

3. Board Support: 

They provide administrative and procedural support to the board of directors, facilitating effective decision-making and governance.

4. Enhanced Efficiency: 

Company Secretaries streamline administrative processes, facilitate smooth conduct of meetings, and ensure that corporate actions are conducted in accordance with legal requirements.

Legal Framework and Compliance:

Companies Act, 2013: 

The roles, responsibilities, and qualifications of Company Secretaries are governed by provisions under the Companies Act, 2013, and other relevant laws.

Secretarial Standards: 

The Institute of Company Secretaries of India (ICSI) issues Secretarial Standards that prescribe norms for the performance of secretarial functions and compliance by companies.

Regulatory Oversight: 

Company Secretaries must ensure compliance with guidelines issued by regulatory authorities, such as the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA).