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Roles & Responsibilities of CS Companies Act, 2013 By CS Jitesh Gupta

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1 Roles & Responsibilities of CS Companies Act, 2013 By CS Jitesh Gupta

2 As per Section 203 read with rule 8 & 8A of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, EVERY LISTED COMPANY AND EVERY OTHER COMPANY HAVING PAID-UP SHARE CAPITAL OF RUPEES FIVE CRORE OR MORE IS REQUIRED TO APPOINT A WHOLE TIME COMPANY SECRETARY.

3 Every Company Secretary being KMP shall be appointed by a resolution of the board which shall contain the terms and conditions of the appointment including remuneration. If the vacancy in the office of KMP is created, the same shall be filled by the Board within a period of six months from the date of vacancy.

4 Annual Return As per Section 92 read with Rule 11 of Companies (Management & Administration) Rules, where an Annual Return shall be prepared by every company at the closure of the financial year. The Annual Return, filed by a listed company or by a company having paid- up share capital of Rs. Ten Crore or more or turnover of Rs. Fifty Crore, shall be certified by a company secretary in practice in the prescribed form, stating that the Annual Return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act. This need trust, sense of responsibility and knowledge of multiple activities.

5 Annual Return of every company is required to be signed by a Company Secretary along with director and if there is no CS, by a PCS. In case of OPC and Small Company, by CS and if no CS then by Director.

6 As per Section 134, the financial statement shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the Chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. Financial Statements

7 The Next major thing is Secretarial Audit which says every Listed Company and a company belonging to other class of companies as mentioned below shall annex with its Board’s Report, a Secretarial Audit Report, given by a Company Secretary in Practice, in Form No. MR. 3 (a) every public company having a paid-up share capital of fifty crore rupees or more; or (b) every public company having a turnover of two hundred fifty crore rupees or more. SECRETARIAL AUDIT Section 204

8 Registered Valuer A Company Secretary having five years post qualification experience can be registered as Valuer. The registered valuer needs to be appointed by the audit committee or in its absence, by the Board of Directors.

9 Others A Company Secretary having at least ten years’ experience in company matters can be liquidator. (Section 291) A Company Secretary can be a technical member of NCLT who is or has been in practice as a company secretary for at least fifteen years. (Section 409)

10 Functions of a Company Secretary Section 205 of the companies act, 2013 to report to the Board about compliance with the provisions of this Act, the rules made there under and other laws applicable to the company; to ensure that the company complies with the applicable secretarial standards; to discharge such other duties as may be prescribed.

11 Duties of Company Secretary to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings; to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act; to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act;

12 to assist the Board in the conduct of the affairs of the company; to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and to discharge such other duties as have been specified under the Act or rules; and such other duties as may be assigned by the Board from time to time

13 Can be a Principal Officer of the company AND Can be an Independent Director

14 THANK YOU CS Jitesh Gupta

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