Company Secretary India

July 18th, 2010




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Company Secretary India

A company secretary is a senior
position in a private company or public organisation, normally in the form of a
managerial position or above. In the United States it is known as a corporate

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.

In India every company having a paid
up share capital of Rs. 5 crores or more are required to appoint a qualified
person as Company Secretary. A qualified Company Secretary should be a member
of Institute of Company Secretaries of India headquartered in New Delhi. A company having not less than Rs.
10 lacs paid up capital and not required to appoint a full time company
Secretary should file with Registrar of Companies, a compliance certificate
signed by a practicing Company Secretary.

Section 383A of the Companies
Act, 1956 provides for the mandatory appointment of a whole time secretary
where the paid up capital of the Company exceeds Rs. 5 crores. In case where
the capital is less than Rs. 5 crores, the company is required to obtain a
secretarial compliance certificate and attach the same to the Directors’ Report
and file it with the Registrar of Companies.

Statutory declarations of
compliance under various other provisions of the Companies Act, 1956 are also
to be certified by practising company secretaries. Under the MCA 21 e filing
regime several forms (including some, exclusively) are required to be
pre-certified by practising company secretaries.

In the case of companies listed
on recognized stock exchanges, the annual returns are to be signed by a
practising company secretary.

Further, the Securities and
Exchange Board of India (SEBI) also recognizes the Company Secretary as the
Compliance Officer and the practising company secretary to issue various
certificates under its Regulations. Further, the practising Company Secretaries
are also authorised to certify compliance of conditions of corporate governance
in case of listed companies.

The Reserve Bank of India also
authorises company secretaries to issue various certificates.

The Institute of Company
Secretaries of India, is the premier professional body to develop and regulate
the profession of Company Secretaries in India. It was set up by an Act of
Parliament in 1980. The profession has its origins in England.

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