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A Firm Secretary is a senior place in a non-public sector firm or public sector organisation, usually within the type of a managerial place or above. In giant American and Canadian publicly listed companies, an organization secretary is usually named a Company Secretary or Secretary.
Regardless of the identify, the function shouldn’t be a clerical or secretarial one within the standard sense. The corporate secretary ensures that an organisation complies with related laws and regulation, and retains board members knowledgeable of their authorized duties. Firm secretaries are the corporate’s named consultant on authorized paperwork, and it’s their duty to make sure that the corporate and its administrators function throughout the law. It is usually their duty to register and talk with shareholders, to make sure that dividends are paid and to take care of firm data, corresponding to lists of administrators and shareholders, and annual accounts.
In lots of nations, non-public corporations have historically been required by law to nominate one particular person as an organization secretary, and this particular person can even normally be a senior board member.
ROLE AND DUTIES OF A COMPANY SECRETARY:
Corporations law requires solely a listed firm to have an entire time secretary and a single member firm (any firm that’s not a public firm) to have a secretary.
The secretary to be appointed by a listed firm shall be a member of a acknowledged physique {of professional} accountants, or a member of a acknowledged physique of company / chartered secretaries or an individual holding a masters diploma in Enterprise Administration or Commerce or is a law graduate from a college acknowledged and having related expertise. Nevertheless, the corporate secretary of a single member firm shall be an individual holding a bachelor diploma from a college acknowledged.
The duties of an organization secretary are normally contained in an “employment contract”. Nevertheless, the corporate secretary typically performs the next features:-
Capabilities of secretary:
(1). Secretarial features:
- To make sure compliance of the provisions of Corporations law and guidelines made there-under and different statutes and bye-laws of the corporate.
- To make sure that enterprise of the corporate is carried out in accordance with its objects as contained in its memorandum of affiliation.
- To make sure that affairs of the corporate are managed in accordance with its objects contained within the articles of affiliation and the provisions of the Corporations law.
- To organize the agenda in session with the Chairman and the opposite paperwork for all of the conferences of the board of administrators.
- To rearrange with and to name and maintain conferences of the board and to arrange an accurate document of proceedings.
- To attend the broad conferences as a way to be certain that the authorized necessities are fulfilled, and supply such data as are essential.
- To organize, in session with the chairman, the agenda and different paperwork for the overall conferences.
- To rearrange with the session of chairman the annual and extraordinary normal conferences of the corporate and to attend such conferences as a way to guarantee compliance with the authorized necessities and to make appropriate document thereof.
- To hold out all issues involved with the allotment of shares, and issuance of share certificates together with upkeep of statutory Share Register and conducting the suitable actions linked with share transfers.
- To organize, approve, signal and seal agreements leases, authorized varieties, and different official paperwork on the corporate’s behalf, when authorised by the broad of the administrators or the chief accountable.
- To advise, in conjunctions with the corporate’s solicitors, the chief government or different government, in respect of the authorized issues, as required.
- To have interaction authorized advisors and defend the rights of the corporate in Courts of law.
- To have custody of the seal of the corporate.
(2). Authorized obligations of secretary:
- Filling of varied paperwork/returns as required underneath the provisions of the Corporations law.
- Correct upkeep of books and registers of the corporate as required underneath the provisions of the Corporations law.
- To see whether or not authorized necessities of the allotment, issuance and switch of share certificates, mortgages and expenses, have been complied with.
- To convene/prepare the conferences of administrators, on their advise.
- To concern discover and agenda of board conferences to each director of the corporate.
- To hold on correspondence with the administrators of the corporate on varied issues.
- To document the minutes of the proceedings of the conferences of the administrators.
- To implement the insurance policies formulated by the administrators.
- To take care of all correspondence between the corporate and the shareholders.
- To points discover and agenda of the overall conferences to the shareholders.
- To maintain the document of the proceedings of all normal conferences.
- To make association for the cost of the dividend inside prescribed interval as offered underneath the provisions of the Corporations law.
(3). To keep up the next statutory books:
- the register of switch of shares;
- the register of buy-backed shares by an organization;
- the register of mortgages, expenses and so on.;
- the register of members and index thereof;
- the register of debenture-holders;
- the register of administrators and different officers;
- the register of contracts;
- the register of administrators’ shareholdings and debentures;
- the register of native members, administrators and officers, in case of a overseas firm;
- Minute books;
- Proxy register;
- Register of helpful possession;
- Register of deposits;
- Register of director’s share holding; and
- Register of contracts, preparations and appointments wherein administrators and so on have an interest.
(4). Different duties:
The corporate secretary normally undertakes the next duties:
(a) Making certain that statutory varieties are filed promptly.
(b) Offering members and auditors with discover of assembly.
(c) Submitting of copy of particular resolutions on prescribed kind throughout the specified time interval.
(5). Supplying a duplicate of the accounts to each member of the corporate, each debenture holder and each one that is entitled to obtain discover of normal conferences. It’s essential to ship annual audited accounts.
(6). Holding or arranging for the having of minutes of administrators’ conferences and normal conferences.Aside from monitoring the Administrators and Members minutes books, copies of the minutes of board conferences must also be offered to each director.
(7). Making certain that individuals entitled to take action, can examine firm data.For instance, members of the corporate are entitled to a duplicate of the corporate’s register of members, and to examine the minutes of its normal conferences and to have copies of those minutes.
(8). Custody and use of the frequent seal.Corporations are required to have a standard seal and the secretary is normally answerable for its custody and use. (Widespread seals might be purchased from seal makers)
THE POWERS OF A COMPANY SECRETARY:
Corporations law permits him to signal the statutory returns and functions.
THE RIGHTS OF A COMPANY SECRETARY:
The rights of an organization secretary depend upon the phrases of his or her contract with the corporate. The secretary has no particular rights underneath Corporations law.
