Who is the company’s secretary?
A company secretary is a qualified individual who assumes accountability for guaranteeing the efficient operation of the business’s administration. Additionally, they are accountable for managing shareholder administration, assisting the board of directors of the company, and upholding ethical, moral, and legal standards.
The company secretary acts as a liaison between the executive committee or other higher-ups and the government, stakeholders, or other bodies. Additionally, they speak for the business and share certain information with the public.
According to Section 270 of the Companies Act of 2006, in the absence of a company secretary, all administrative and compliance duties are performed by the director or a director representative. Many private companies consequently hire a company secretary to reduce issues and lower their administrative, regulatory, and governance practice needs. The private company is not required to have a company secretary, but public firms must.
What are the Roles of the Company Secretary?
The following will be done by a corporate secretary:
- Filing and keeping statutory books up-to-date: Maintaining statutory books is a difficult and time-consuming process. If done incorrectly, it could incur fines and penalties.
- Meeting planning: The whole planning process for board meetings, including the creation of the agenda, notices, supplementary information, and data, as well as the meeting minutes, is the responsibility of the corporate secretary. Additionally, they make sure that all regulatory compliance standards relating to the board are met.
- Keeping the board updated: A company secretary is in charge of keeping the company house informed about any classified information and issues, such as changes to the names and addresses of directors, applications, nominations, and other allocations.
- Interaction with the shareholders: A company secretary is responsible for speaking on behalf of the company and disseminating information on shareholding, including details on dividends, the company registration or transfer of share ownership, etc.
- Legal compliance: Ensuring adherence to corporate law is the responsibility of the company secretary. As the first spokespeople, they make contact with the investors and the outside world.
List of Company Law and Secretarial Services
The following is a list of the most important company law secretarial services for firms in India:
- Legal advice on corporate legislation, SEBI, FEMA, and other related laws
- Consultative services on listing agreements and corporate governance code compliance
- Consultations on various labor laws
- Creation of new businesses and LLPs, both domestically and internationally
- Supporting IPOs, Follow-On Public Offerings, ESOP structuring, joint ventures, mergers, amalgamations, absorption, and external reconstruction plans
- Corporate secretarial services
- Advisory services on intellectual property rights, such as trademark registration, royalties, IPR enforcement, etc.
- An audit of secretarial compliance
2) Under a listing agreement
- Assisting with the fulfillment of various listing clauses as specified in the listing agreement
- Advising on compliance with corporate governance, or Clause 49, of the listing agreement
- Conducting secretarial audits of listed companies quarterly, half-yearly, and annually to ensure listing/SEBI compliance
3) Under Intellectual Property Laws
- Aiding in the creation and submission of various forms required by the Trademark, Copyright, and Patent Act
- Assisting with trademark, copyright, and patent registration
- Assisting with the drafting of appropriate legal documents for the licensing or transfer of intellectual property rights (IPRs), such as trademarks and technological know-how
4) Services provided under the 2013 Companies Act
- Establishing limited liability partnerships and new businesses
- Uploading statutory forms and providing compliance services under the Companies Act of 2013
- Maintaining statutory secretarial records and statutory books electronically using proprietary software, which also generates reports and statutory registers and distributes them immediately through email to recipients anywhere in the world
- Secretarial audit as required by the Companies Act of 2013.
- Certification of annual return in compliance with the 2013 Companies Act’s provisions
- Consultative services on the makeup of the board of directors, the audit committee, the compensation committee, the grievance committee, independent directors, women directors, and small shareholder directors
- Full assistance and advice for implementing corporate social responsibility in accordance with the requirements of the Companies Act of 2013
- Writing the board evaluation statement and director’s report as required by the 2013 Companies Act
- Procedural filings made by Indian and foreign businesses that operate branches in India with the regulatory authorities (Registrar of Companies)
- Setting up and running board meetings for businesses using video conferencing as well as disseminating minutes
- Providing companies with services for proxy management and annual general meetings
- Setting up a postal ballot and electronic voting systems and acting as observers to certify election results
- Advisory services are provided to the companies’ directors via meetings, phone conversations, video chats, or emails
- Charge filings and search reports from the Registrar of Companies for Lending Banks and Financial Institutions
- Investigating a company with due diligence or producing any other specific search reports for companies using regulatory bodies’ (Registrar of Companies) documents
- Complete legal advising and transactional services for corporate mergers, acquisitions, reorganizations, and winding up
5) The Securities Exchange Board of India Act of 1992’s services
- Complete assistance with the implementation and observance of the listing agreement, including certificates
- Full assistance and advice for listing and delisting shares on Indian and international stock exchanges
- Complete assistance, advice, and transaction services for corporations implementing all Securities and Exchange Board of India (SEBI) notifications, circulars, and orders issued under the SEBI Act 1992
- Full assistance in drafting responses to show cause notifications given by SEBI and in making arguments before the SEBI adjudicating officer
- Submitting an appeal to the Securities Appellate Tribunal against SEBI orders and related services
- In accordance with SEBI’s guidelines, audits of stock brokers, depository participants, and transfer agents
6) Foreign Exchange Management Act of 1999 services
- Complete support for foreign businesses wishing to establish operations in India in accordance with the government’s foreign direct investment policy and other related legal actions
- Complete assistance with compliance with SEBI and RBI for foreign institutional investors who seek to invest in the Indian capital market
- Full support and transaction services for external commercial borrowings, the listing of shares on foreign stock exchanges, the raising of funds via ADR, GDR, and IDR, and compliance services to RBI under the FEMA
7) Corporate Affairs Services
- International partnerships, joint ventures, and the establishment of subsidiaries both in India and overseas
- Researching prospective target businesses for acquisitions in India and overseas in accordance with company strategies
- Drafting commercial and legal agreements, promoter agreements, shareholder agreements, and memoranda of understanding
- Management evaluation and corporate governance implementation
- Creating “Sustainability Reports” in accordance with the Global Reporting Initiative to comply with foreign stock exchange listing agreements, as required by Listing Agreement Clause 55, and for global companies
8) Accounting Advisory Services
- Accounting counsel for intricate transactions, such as mergers and acquisitions and company reorganizations, and GAAP transformation
- Suggestions on fresh accounting rules that support accounting advisory
- Advice and assistance with financial reporting and examination of accounting-related issues
- Accounting education options
- Support for Treasury and Hedge Accounting, including Relevant Values
- Accounting manuals
- Assisting throughout the statutory audit in close cooperation with the company capital markets statutory auditors
- Advisory Services under the SEBI (ICDR) Regulations 2009
- Legal counsel for secondary capital market transactions
9) Taxation Advisory Services
This covers advice services for both direct and indirect taxes.
10) Direct Tax Advisory Services
- Offering guidance on the need to withhold taxes from payments
- Obtaining certifications of no objection
- Assisting with the creation of different tax returns
- Assisting when tax officials conduct audits
- Offering support for corporate tax litigation, including legal representation services
- Getting judgments in advance
11) Indirect Tax Advisory Services
- GST advisory services
- Compliance and return filing
12) Insolvency and Liquidation
- Advisory services for financial entities dealing with the liquidation and insolvency resolution processes
- Assistance for businesses seeking to start the insolvency resolution procedure
- Development of rehabilitation plans for businesses going through insolvency settlement
- Representing businesses and financial institutions before the NCLT and Board
To comprehend a company’s growing infrastructure, it is essential to grasp its secretarial services. We anticipate that visitors who are curious about the list of secretarial services available to businesses in India will find this blog interesting.
As a result, a company’s secretarial services are critical to knowing its growth infrastructure. Contact Kanakkupillai if you require legal assistance in selecting a Company Secretary.