Following Companies have to appoint Whole Time Company Secretary:-
1. Every listed company under Rule 8 of Companies (Appointment and Remuneration of Managerial Personel) Rules, 2014.
2. Every public company having a paidup share capital of ten crore rupees or more under Rule 8 of Companies (Appointment and Remuneration of Managerial Personel) Rules, 2014.
3. Every private company which has a paid up share capital of ten crore rupees or more Rule 8A of Companies (Appointment and Remuneration of Managerial Personel) Rules, 2014.
Under Regulation 6 of the SEBI (LODR) Regulations, 2015, a listed company is required to appoint a qualified company secretary as the compliance officer.
The Regulation 16 of the SEBI (LODR) Regulations, 2015 provides that the senior management mean the officers/personnel of the listed entity who are members of its core management team, As per the revised definition w.e.f. 1st April, 2019, the senior management will also include chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and specifically include company secretary and chief financial officer.
BSE vide its circular dated 26th November, 2012 requires that Companies seeking listing on BSE SME Platform through IPO are required to comply with the quantitative eligibility norms as prescribed by BSE. Additionally, it will be desirable for the company to file a compliance certificate by a Practicing Company Secretary as per the guidance note issued by the Institute of Company Secretaries of India as and when such a certification is made applicable by the SME Platform of BSE Ltd.
The Company Secretary in a role of corporate manager have an in-depth knowledge and understanding of the company and its history and also develops relationship with the board and management, the services of company secretary as corporate manger is available at all times to discuss issues in-depth and provide an immediate response to queries. In a small company, a wide role can be played by a company secretary and is able to take on other responsibilities likewise Finance Manager, Legal officer, HR Manager etc.
Company Secretaries are authorised to certify the documents for Other Service Providers (OSP) Registration for the entities which propose to provide the services such as telebanking, tele-medicine, tele-trading, e-commerce Call Centers, both International and Domestic, Network Operation Centers and Vehicle Tracking Systems etc. (Section 17 under The Telecom Regulatory Authority of India Act, 1997)
A Company Secretary (CS) is more than just an administrative role - they are an authorized representative of your company and its Board of Directors. With expertise in corporate governance, compliance, and regulatory affairs, a CS ensures your company operates with integrity and transparency.
Key Responsibilities:
A CS is an expert in corporate governance, ensuring legal compliance and strategic advisory, making then indispensable for Organizational integrity and growth. their expertise bridges gap between the boardroom and regulatory framework.
A Company Secretary in practice is recognized to be registered valuer for the asset class “Securities or Financial Assets” under the Companies (Registered Valuer and Valuation) Rules, 2017.
Company Secretaries having passed necessary examination,possessing prescribed number of years of experience,enrolled with an insolvency professional agency and registered with Insolvency and Bankruptcy Board of India (IBBI) as an insolvency professional, can take up matters relating to corporate insolvency resolution process as Interim Resolution Professionals/Resolution Professionals, as well as also take up voluntary liquidation cases.
Cs ensures robust governance by evaluating internal controls and Compliance.
Company Secretaries can play an important role in being an advisor and facilitator for due compliances under GST laws and be an asset to the general business community and corporate world. With their expertise in interpreting laws and skills to tackle and manage regulatory compliances under GST, Company Secretaries render value added services to the trade and industry while acting as extended arms of regulatory mechanism.
The Company Secretaries can act as registered Trade Marks Agent and also advise their client on matters related to:
IPRs under TRIPs Agreement of WTO
Anti-dumping, subsidies and countervailing duties
Foreign Trade Policy and Procedures (also can issue certificates thereunder)
Intellectual Property licensing and drafting of Agreements.