Appointments, Roles, Responsibilities, and Removal of Company Secretaries

A Company Secretary (CS) is a crucial managerial personnel within a company, responsible for overseeing compliance and legal matters. The Institute of Company Secretaries of India (ICSI) governs the profession, ensuring that members adhere to professional standards. A Company Secretary is a certified professional who is a member of the ICSI.

Primary Role of a Company Secretary: The key responsibilities of a CS include maintaining the company’s financial records, auditing tax returns, providing legal and financial advice to the board of directors, and ensuring compliance with statutory regulations.

Appointment Process of a Company Secretary

According to Section 203 of the Companies Act, 2013, and Rules 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following companies are required to appoint a CS as Key Managerial Personnel (KMP):

• All listed companies with a paid-up share capital exceeding Rs.10 crore.
• All public companies with a paid-up share capital exceeding Rs.10 crore.
• All private limited companies with a paid-up share capital exceeding Rs.10 crore.
• All unlisted companies with a paid-up share capital exceeding Rs.10 crore.

Steps to Appoint a Company Secretary:

1. Convene a board meeting with proper notice to all directors and pass a resolution for the appointment of a full-time company secretary.
2. Notify the Registrar of Companies about the CS appointment by filing forms MGT-14 and DIR-12 within 30 days of the appointment.
3. Update the register of directors and key managerial personnel with the new CS details.
4. If the company is listed, inform the stock exchange where the company’s shares are traded.
5. A CS can only hold office in one company but may also serve simultaneously in its subsidiary. For any queries, Contact us.

Roles and Responsibilities of a Company Secretary

As outlined in Section 205 of the Companies Act, a CS is expected to:

• Report compliance status to the board of directors.
• Ensure adherence to secretarial standards.
• Perform any additional duties assigned by the board.

Duties of a Company Secretary: Per Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the duties of a CS include:

• Guiding directors on their powers, duties, and responsibilities.
• Facilitating and attending general, board, and committee meetings, as well as maintaining minutes of these meetings.
• Obtaining necessary approvals from meetings, government bodies, and other authorities.
• Representing the company before regulators and other authorities in fulfilling duties under the Act.
• Assisting the board in managing the company’s affairs and ensuring compliance with corporate governance standards.

Removal Process of a Company Secretary

The removal process of a CS is as follows:

1. The board of directors may remove the CS, ensuring all terms of the appointment are met.
2. Pass a board resolution for the removal of the CS, after notifying all directors about the CS’s removal or resignation.
3. File form DIR-12 with the Registrar of Companies within 30 days, along with the prescribed fees.
4. If the company is listed, inform the stock exchange where its shares are traded.
5. Update the register recording the details of the CS’s removal.
6. The company must fill the CS vacancy within six months during a board meeting.