Every company aspires for high calibre professionals who can efficiently work towards generating maximum profits. Keeping this approach in mind, a Company Secretary is delegated to work at various management levels ensuring corporate governance and smooth administration of the company. Being a multidisciplinary profession, there are various duties of Company Secretary that are required to be performed in a legal and justified manner. This article will provide you with the key details of the job profile of a Company Secretary and their essential roles and responsibilities that are integral to the smooth functioning of an organisation.
The Evolving Duties of Company Secretary
The conventional role of a Company Secretary is heavily slanted towards ensuring regulatory compliance and administration of corporate records. However, in an era where technology is deeply embedded in every organisation’s financial and operational DNA, it becomes essential for a Company Secretary to work in a 360-degree environment. With the growing responsibilities and duties of Company Secretary, this corporate professional is also viewed as a valued advisor to the Board of Directors for ensuring corporate governance.
Corporate Governance and Secretarial Duties of Company Secretary
A Company Secretary plays a crucial role in advising upon good governance practices and compliance of corporate governance norms. These standards and guidelines are mentioned under various corporate, business and security laws. Other than this, mentioned below is a list of secretarial responsibilities that are undertaken by a Company Secretary:
- Formation, incorporation and promotion of matters related to the company.
- Filing and registering any document or form on behalf of the company as an authorized representative.
- Maintaining and preserving secretarial records, statutory registers and books.
- Arranging a general or board meeting and preparing the minutes of the meeting.
- Tasks related to shares including transfer and transmission.
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Corporate Laws Advisory and Representation Duties of Company Secretary
A Company Secretary is entitled to an advisory role in order to help companies on compliance of legal and procedural aspects particularly under the following laws:
- Labour and Industries
- Foreign Exchange Management
- Foreign Collaborations and Joint Ventures
- Consumer Protection
- Environment and Pollution Control
- Co-operative Societies
- Setting up Subsidiaries Abroad
- Mergers and Amalgamations and Strategic Alliance
- Drafting of Legal Documents
- Competition Policy and Anti Competitive Practices
- IPR (Intellectual Property Rights)
- Protection, Management, Valuation and Audit
Moreover, Company Secretaries represent their company or its key personnel in the following domains:
- Competition Commission
- National Company Law Tribunal
- Securities Appellate Tribunal
- Telecom Disputes Settlement and Appellate Tribunal
- Company Law Board
- Registrar of Companies
- Consumer Forums
- Tax Authorities
Some other arbitration and conciliation duties include the following:
- Drafting of clause, arbitration or conciliation agreement.
- Advising on negotiation and conciliation in commercial disputes between parties.
- Acting as an arbitrator or conciliator in domestic as well as international commercial disagreements.
Duties of Company Secretary in Financial Markets
When it comes to financial markets, a Company secretary handles the following responsibilities:
1. Public Issue, Listing and Securities Management
- Working as a consultant for issuing of shares and other securities.
- Preparing feasibility studies and project reports.
- Drafting of prospectus or documents related to the issue of securities and obtaining approvals in association with the lead manager.
- Facilitating syndication of loans from financial institutions and banks.
- Handling loan documentation, registration of charges, search and status reports.
- Monitoring private placement and buyback of shares and other securities.
- Listing and delisting of securities with recognized stock exchange.
- Raising funds from international markets like ADR, ECB and GDR.
2. Services Related to Securities Compliance and Certification
- Carrying out audits in relation to the reconciliation of shares.
- Performing internal audit of depository participants.
- Attaining certificate in respect of compliance of Private Limited (Pvt. Ltd.) and unlisted public company rules.
- Getting certification under SEBI (Securities and Exchange Board of India) guidelines.
Finance and Accounting Duties of Company Secretary
A Company Secretary also works on various financial and accounting aspects within a company. Below are some of the central responsibilities handled by a CS in Accounts and Finance.
- Internal Audit
- Assisting the Audit Committee
- Budgetary Controls
- Accounting and Compliance of Financial Statements
- Business Valuations Prior to Acquisitions
- Loan Syndication
- Working Capital and Liquidity Management
- Determination of an Appropriate Capital Structure
- Analysis of Capital Investment Proposals
Taxation Duties of Company Secretary
A Company Secretary plays a forthcoming role in the arena of taxation by advising the company on tax management and tax planning under Income Tax, Excise and Customs Laws. It is the duty of a CS to prepare and review various returns and reports required for compliance with tax regulations.
International Trade and WTO Duties of Company Secretary
A Company Secretary is involved in International Commercial Arbitration and acts as a registered Trade Mark Agent. Here is a list of advisory duties performed by a CS for facilitating the matters related to International Trade and WTO (World Trade Organisation).
- Handling Matters related to IPRs and TRIPs (Trade-Related Aspects of Intellectual Property Rights) Agreement of WTO.
- Overseeing Matters Related to Subsidies, Antidumping and Countervailing.
- Issuing Certificates on Exim Policy and Procedures.
- Intellectual Property Licensing and Drafting Related Agreements.
Management Duties of Company Secretary
A Company Secretary is expected to possess excellent leadership and managerial skills to work at various management positions within a company. Below are the various disciplines of Management in which a CS is involved in order to ensure the efficient administration of a company.
1. General or Strategic Management
- Formulating the Organizational Structure
- Advising on Legal Organizational Structure
- Planning and Strategising Business Policies
- Representing the Management to Acquire ISO Certification
2. Human Resources Management
- Manpower Planning and Development
- Facilitating Industrial Relations
- Auditing the HR function
- Creating Effective Motivation and Remuneration Strategies
- Managing Performance Appraisal
- Ensuring Office Management and Performance Standards
3. Corporate Communication and Public Relations
- Communicating with Shareholders, Stakeholders, Government and Other Regulators.
- Promoting Brand Equity and Image Building
4. Information Technology
- Ensuring Compliance to Cyber Laws
- Conducting Board Meetings through Teleconferencing or Video-conferencing
- Getting Software Copyrights and Licensing Programs
- Developing Management Reports and Controls
- Filing Documents or Forms in Electronic Format
- Maintaining Electronic Form of Statutory Records
- Sending Notices to Shareholders through Electronic Modes
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We hope that you gained better clarity about the duties of Company Secretary and how these professionals ensure good corporate governance and effective management in a company. You can reach out to our counsellors at Leverage Edu to know more about this professional course and the thriving career field of Company Secretary.