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COMPANY LAW AND

SECRETARIAL PRACTICE I

UNIT 2 – COMPANY SECRETARY


Company Secretary

Section 2(24) of the Companies Act, 2013 defines “company secretary” or “secretary” means
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 this Act.

Qualification

Company secretary is a member of Institute of Company Secretaries of India and has


relevant expertise to carry on the managerial role to ensure legal compliance in true letter
and spirit.
Legal Position of a
Company Secretary

Servant of the Agent of the Officer of the


Company Company Company
Duties of the Company Secretary

Statutory Duties General Duties

Towards the Company Towards office and staff

Other miscellaneous
To Directors
duties

To wholetime
managerial Authority
Liabilities of Company Secretary

Statutory Liabilities Contractual Liabilities

Maintaining Books
Maintain Secrecy
and Registers

Filing returns and Should not make any


Forms. Secret Profits
Functions of Company Secretary
(Section 205)

To ensure the company To discharge such other


To report the Board about
complies with applicable duties as may be
Compliance
Secretarial Standards. prescribed.

Provide Guidance to BoD


To represent before
regarding their Roles and
regulators / Authorities.
Powers.
Appointment of Whole time
Company Secretary

Rule 8 and 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Every listed company and every other public


company having a paid-up share capital of ten
KMP
crore rupees or more shall have whole-time key
managerial personnel.

The Company which has a paid up share


Whole Time Company
capital of five crore rupees or more shall have
Secretary
a whole-time company secretary.

W.e.f 01/04/2020 - Every private company which has a


paid-up share capital of Ten Crore INR or more shall
have a whole-time company secretary.
Removal of Company Secretary
(Section 179)

Convene Board Meeting and pass


Ordinary Resolution

Serving Termination Notice to


Company Secretary

File FORM DIR 12 within 30 days of


removal. Syllabus
Completed

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