SECRETIAL PRACTICE

TOPIC:
“CRITICALLY ANALYSE AND EVALUATE THE
CHANGING ROLE OF COMPANY SECRETARY”.
SUBMITTED BY:-

AMIT SIKHWAL

BCOM LLB SEM -V

ROLL NO. -02

GUIDED BY:-

MR. ANIRUDDHA DASGUPTA

ASST. PROF OF LAW

Indian Institute of Legal Studies

Dagapur, Matigara, Siliguri, Darjeeling, West Bengal 734010

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 ACKNOWLEDGEMENT
With profound gratitude and sense of indebtedness I place on record my sincerest thank
s to MR. ANIRUDDHA DASGUPTA, Asst. Prof In MANAGEMENT, Indian Institute o
f Legal Studies, for his invaluable guidance, sound advice and affectionate attitude durin
g the course of my studies.

I have no hesitation in saying that she molded raw clay into whatever I am through his
incessant efforts and keen interest shown throughout my academic pursuit. It is due to
his patient guidance that I have been able to complete the task.

I would also thank the Indian institute of Legal Studies Library for the wealth of
information therein. I also express my regards to the Library staff for cooperating and
making available the books for this project research paper.

Finally, I thank my beloved parents for supporting me morally and guiding me

throughout the project work.

________________

Teacher’s Signature Student’s Signature

Date: __/__/____ Date: / / ____

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 SYNOPSIS

1. INTRODUCTION
A company secretary is a senior position in a private sector company or public sector
organization, normally in the form of a managerial position or above. In large
American and Canadian publicly listed corporations, a company secretary is typically
named a corporate secretary or secretary.
2. RESEARCH METHODOLOGY
The research methodology used is completely doctrinal which includes books, and
websites.
3. OBJECTIVE OF THE STUDY
The objective is to understand the changing role of a company secretary in the
corporate world
3.1 Scope of the study
The aim of this project is to understand the changing role of a company secretary in the
global world.
3.3 Data Collection Process
The research methodology used is completely doctrinal which includes books, and websites.

Websites

https://www.icsi.edu/student/role-of-company-secretary/

https://www.icsi.edu/media/webmodules/student/ROLE%20OF%20COMPANY%20SECRETARY1.pdf

https://www.toppr.com/guides/business-laws-cs/role-of-company-secretary/role-of-company-
secretary-under-companies-act/

https://www.boardeffect.com/blog/evolving-role-company-secretary-todays-corporate-world/

https://www2.deloitte.com/ie/en/pages/legal/articles/changing-role-secretary.html

https://www.cmgtraining.com/business-management/2019/3/8/the-evolving-role-of-the-company-
secretary

https://www.elmens.com/business/assessing-the-changing-role-of-top-company-secretary-firms-in-
india/

BOOKS
ICSI COMPANY ACCOUNTS

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 CONTENT

S.NO TOPIC PG.NO.

01 INRTRODUCTION 05-06

02 DUTIES OF A COMPANY SECRETARY 07

03 ROLE OF A COMPANY SECRETARY 08-12

04 CHANGING ROLE OF A COMPANY SECRETARY 13-14

05 CONCLUSION 15

06 BIBLIOGRAPHY 16

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 CHAPTER-1 INTRODUCTION

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

organization, normally in the form of a managerial position or above. In large American and
Canadian publicly listed corporations, a company secretary is typically named a corporate
secretary or secretary1.

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.

Despite the name, the role is not clerical or secretarial. The company secretary ensures that an
organization complies with relevant legislation and regulation, and keeps board members
informed of their legal responsibilities. Company Secretaries are the company’s 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.

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.

We are aware that the Companies Act, 2013 has marked the end of an era of the Companies
Act, 1956 with changes in law, Rules and Forms. Considerable changes are impacting the
governance of Companies. It may be appreciated that Company Secretaries are one of the
strongest pillar in the governance structure of a company. The new Companies Act prescribes
a significant change in the role of company secretaries. Their duties and responsibilities have
increased manifold. The definition of Company Secretary has been provided in the Companies
Act. They are now “Key Managerial Personnel" Officer and Officer in default of a company
where they serve.

1
https://www2.deloitte.com/ie/en/pages/legal/articles/changing-role-secretary.html [visited on
05/11/19 7:15 AM]

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1. Pursuant to section 203 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 regarding appointment of Company
Secretary, as amended vide Notification No. G.S.R. 390(E) dated 09th June, 2014 issued by
the MCA (Ministry of Corporate Affairs), now companies having paid up capital of Rs.5 Crore
or more has to mandatorily have a Company Secretary in whole time employment.

2. The educational background, knowledge, training and exposure that a company secretary
acquire make him a versatile professional capable of rendering a wide range of services to
companies of all sizes as part of management team.

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 CHAPTER:-2 DUTIES OF A COMPANY SECRETARY

. The duties2 of Company Secretary has been provided in the Companies Act, 2013 as
under:-

• To provide to the Directors of the Company, collectively and individually, such

guidance as they may require, with regard to their duties, responsibilities and powers;
• To facilitate the convening of meetings and attend Board, committee and general
meetings and maintain the minutes of these meetings;
• To obtain approvals from the Board, general meeting, government and such other
authorities as required under the provisions of the Act,
• To represent before various regulators and other authorities in connection with
discharge of various duties under the Act;
• To assist and advise the Board in the conduct of the affairs of the Company;
• To assist and advise the Board in ensuring good governance and in complying with the
corporate governance requirement and best practices; and
• To discharge such other duties as have been specified under the act, rules; and assigned
by the Board from time to time.

2
https://www.cmgtraining.com/business-management/2019/3/8/the-evolving-role-of-the-
company-secretary [visited on 05/11/19 7:25 AM]

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 CHAPTER 3:- ROLE OF A COMPANY SECRETARY
Company secretaries hold leadership positions dealing with complexity, confusion and
ambiguity, all of which need resolutions that satisfy the elected board and appointed
executive. The differing needs and conflicting demands of the leadership team1 often mean
decision-making is a political process requiring compromise to resolve dilemmas and reach
consensus. Each board is unique and the company secretarial role is highly discretionary, in
the sense that the individual competencies and skills of the job-holder, and the individual
circumstances of the company, will drive the precise components of the role. The role of the
company secretary is now more outward looking than ever before and company secretaries
need to be increasingly strategic, placing their businesses in the wider economic and political
context.3

. Taking into consideration the provision of Companies Act, 2013, the role of a Company
Secretary can be summarised as below:

• Acts as a vital link between the company and its Board of Directors, shareholders and
other stakeholders and regulatory authorities.
• Plays a key role in ensuring that the Board procedures are followed and regularly
reviewed
• Provides the Board with guidance as to its duties, responsibilities and powers under
various laws, rules and regulations.
• Acts as a Compliance Officer as well as an in-house Legal Counsel to advise the
Board and the various functional departments of the company on various corporates,
business, economic and tax laws.

Is an important member of the Corporate Management team and acts as conscience keeper of
the company.

3
https://www.elmens.com/business/assessing-the-changing-role-of-top-company-secretary-firms-
in-india/ [visited on 05/11/19 7:35 AM]

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CORPORATE LAWS ADVISORY SERVICES4

Advising companies on Compliance of legal and procedural aspects, particularly under

• SEBI Act, SCRA and rules and regulations made thereunder

• Foreign Exchange Management Act

• Consumer Protection Act

• Depositories Act

• Environment and Pollution Control Laws

• Labour and Industrial Laws

• Co-operative Societies Act

• Mergers and Amalgamations and Strategic Alliances

• Foreign Collaborations and Joint Ventures

• Setting up subsidiaries abroad

• Competition Policy and Anti Competitive Practices

• IPR Protection, Management, Valuation and Audit

• Drafting of Legal documents.

Representation Services

Representing on behalf of a company and other persons before-

• Company Law Board

• National Company Law Tribunal

• Competition Commission of India

• Securities Appellate Tribunal

• Registrar of Companies

• Consumer Forums

• Telecom Disputes Settlement and Appellate Tribunal

• Tax Authorities

• Other quasi-judicial bodies and Tribunals

4
https://www.boardeffect.com/blog/evolving-role-company-secretary-todays-corporate-world/
[visited on 05/11/19 7:45 AM]

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Arbitration and Conciliation Services

• Advising on arbitration, negotiation and conciliation in commercial disputes between the

parties

• Acting as arbitration/conciliator in domestic and international commercial disputes

• Drafting Arbitration/Conciliation Agreement/Clause

FINANCIAL MARKETS SERVICES

Public Issue, Listing and Securities Management

• Advisor/consultant in issue of shares and other securities

• Preparation of Projects Reports and Feasibility Studies

• Syndication of Loans from banks & financial institutions

• Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of

securities and obtaining various approvals in association with lead managers

• Loan Documentation, registration of charges, status and search reports

• Listing of securities/delisting of securities with recognized stock exchange

• Private placement of shares and other securities

• Buy-back of shares and other securities

• Raising of funds from international markets ADR/GDR/ECB

Takeover Code and Insider Trading

• Ensuring compliance of the Takeover Regulations and any other laws or rules as may be
applicable in this regard

• Acting as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider
Trading) Regulations, 1992 including maintenance of various documents.

Securities Compliance and Certification Services

Compliance with rules and regulations in the securities market particularly

• Internal Audit of Depository Participants

• Certification under SEBI (DIP) Guidelines

• Audit in relation to Reconciliation of shares

• Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy
Back Securities) Rules

FINANCE AND ACCOUNTING SERVICES

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 • Internal Audit

• Secretary to Audit Committee

• Working capital and liquidity management

• Determination of an appropriate capital structure

• Analysis of capital investment proposals

• Business valuations prior to mergers and/or acquisitions

• Loan syndication

• Budgetary controls

• Accounting and compilation of financial statements

TAXATION SERVICES

• Advisory services to companies on tax management and tax planning under Income Tax,
Excise and Customs Laws

• Preparing/reviewing various returns and reports required for compliance with a the tax laws
and regulations

• Representing companies and other persons before the tax authorities and tribunals

INTERNATIONAL TRADE AND WTO SERVICES

• Advising on all matters related to IPRs and TRIPs Agreement of WTO

• Advising on matters relating to antidumping, subsidies and countervailing duties

• International Commercial Arbitration

• Advising on and issuing certificates on Exim Policy and Procedures

• Advising on Intellectual Property licensing and drafting of Agreement

• Acting as registered Trade Mark Agent

MANAGEMENT SERVICES

General/Strategic Management

• Advising on Legal Structure of the organization

• Business policy strategy and planning

• Formulation of the organizational structure

• Acting as management representative to obtain ISO Certification

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Corporate Communications and Public Relations

• Communication with shareholders, stakeholders, Government and Regulators, Authorities,

etc.

• Advisory services for Brand equity and image buildin

Human Resources Management

• Manpower planning and development

• Audit of the HR function

• Performance appraisal

• Motivation and remuneration strategies

• Industrial relations

• Office management, work studies and performance standards

• Advising on industrial and labour laws

Information Technology

• Compliance with cyber laws

• Conducting Board Meetings through video-conferencing and teleconferencing

• Advising on software copyright and licensing

• Development of management reports and controls

• Maintenance of statutory records in electronic form

• Sending notices to shareholders by electronic mode

• Filing of forms/documents in electronic form with Registrar of Companies and other

statutory authorities

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CHAPTER 4:- CHANGING ROLE OF A COMPANY SECRETARY

One board role5, more than any other, has historically required more duties, and more varied
responsibilities, than any other role within corporate governance. That is the role of
the company secretary—a person whom every board member values. Board directors know
that the “go-to” person to answer their questions is the company secretary. If they don’t get an
answer, the company secretary, or corporate secretary, as they are sometimes called, will guide
them to a place where they can get the answers they need.

State laws primarily mandate the particulars for corporate governance. Corporation laws in all
states require that corporations have a company secretary, although the corporation’s bylaws
and best practices for corporate governance describe the powers and duties of the corporate
secretary.

The Role of Company Secretary in the Corporate World Is Changing

When you hear the words corporate secretary, most people envision the typical stereotype of a
man or woman who assists a board chair or executive director. The stereotype often conjures
up a picture of someone who is scurrying around and doing things like taking careful notes,
following up on things for others and setting up meetings. Because of the recent changes in
corporate governance, today’s corporate secretary holds the responsibility for all that and much
more.

The role of company secretary is transitioning from being a support person to becoming one of
the key governance positions within a corporation. State and federal laws and regulatory bodies
are holding board directors accountable for following state and federal securities laws. Boards
of directors need someone in a role who knows and understands the laws and will ensure that
the corporation is in compliance at all times. The most logical place for that responsibility is
the role of the company secretary.

Those who fill the shoes of the company secretary need to know that The Securities and
Exchange Act of 1934 requires annual and quarterly financial reports and interim reports about
events that impact investors. The Securities and Exchange Act also holds stipulations for

5
https://www.icsi.edu/student/role-of-company-secretary/ [visited on 05/11/19 7:55 AM]

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meetings and voting protocols, and the company secretary needs to make sure that the board
follows them precisely. The Sarbanes-Oxley Act of 2002 (SOX) amended the Securities and
Exchange Act. SOX outlines which records corporations must keep and how long they must
keep them toward the goal of improving reporting practices and preventing accounting fraud.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank
Act) requires corporations to meet certain disclosure and compliance regulations.

Company secretaries need to know and understand the history of such laws and stay current as
those laws are amended or get superseded. A good example is the Financial Choice Act, which
Congress is currently debating. Company secretaries will need to know if and when the law
passes, and how its passage affects existing laws. They will also need to be prepared to
communicate any new requirements to board members, managers and shareholders.

Corporations Need Qualified Company Secretaries6

The role of the company secretary is now considered a senior position, equal to a managerial
position or above. Beyond their normal course of duties, company secretaries often provide
advice and counsel to the board chair, executive director and others, and serve as confidantes.
The board secretary signs legal documents as a representative for the corporation, and bears
custody of the corporate seal. Company secretaries share information with the board and
managers on best practices for corporate governance and work with them to uphold them.

Because of the increased duties and very important responsibilities that boards require in a
company secretary, the role of a corporate secretary is often filled by a senior board member.

Many of today’s corporations are finding that it’s helpful to appoint a lawyer to fill the role of
the company secretary. A corporate secretary with a law degree may perform dual duty for the
corporation as general counsel or by serving another legal role within the company.

At a minimum, the corporate secretary should belong to a body of professional accountants or

a recognized body of corporate chartered secretaries. Boards also expect their corporate

6
https://www.toppr.com/guides/business-laws-cs/role-of-company-secretary/role-of-company-
secretary-under-companies-act/ [visited on 05/11/19 8:55 AM]

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secretaries to have minimally achieved a master’s degree in business administration or
commerce.

CONCLUSION
One board role, more than any other, has historically required more duties, and more varied
responsibilities, than any other role within corporate governance. That is the role of
the company secretary—a person whom every board member values. Board directors know
that the “go-to” person to answer their questions is the company secretary. If they don’t get an
answer, the company secretary, or corporate secretary, as they are sometimes called, will guide
them to a place where they can get the answers they need.

State laws primarily mandate the particulars for corporate governance. Corporation laws in all
states require that corporations have a company secretary, although the corporation’s bylaws
and best practices for corporate governance describe the powers and duties of the corporate
secretary.

15
 BIBLIOGRAPHY
https://www.icsi.edu/student/role-of-company-secretary/

https://www.icsi.edu/media/webmodules/student/ROLE%20OF%20COMPANY%20SECRETARY1.pdf

https://www.toppr.com/guides/business-laws-cs/role-of-company-secretary/role-of-company-
secretary-under-companies-act/

https://www.boardeffect.com/blog/evolving-role-company-secretary-todays-corporate-world/

https://www2.deloitte.com/ie/en/pages/legal/articles/changing-role-secretary.html

https://www.cmgtraining.com/business-management/2019/3/8/the-evolving-role-of-the-company-
secretary

https://www.elmens.com/business/assessing-the-changing-role-of-top-company-secretary-firms-in-
india/

BOOKS

ICSI COMPANY ACCOUNTS

16