As Per The Companies Act, 2013 – Functions of Company Secretary (clause 205)

Functions of Company Secretary as per clause 205 of The Companies Act, 2013

• The functions of the company secretary shall include –
1. 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;
2. to ensure that the company complies with the applicable secretarial
standards;
3. to discharge such other duties as may be prescribed.

Secretarial Audit as per Clause 204 of The Companies Act, 2013

• Every listed company and a company belonging to other class of companies as
may be prescribed shall annex with its Board’s report a Secretarial Audit Report,
given by a Company Secretary in Practice, in such form as may be prescribed.
• It shall be the duty of the company to give all assistance and facilities to the
Company Secretary in Practice, for auditing the secretarial and related records of
the company.
• The Board of Directors, in their report shall explain in full any qualification or
observation or other remarks made by the Company Secretary in Practice in his
report.
• If a company or any officer of the company or the Company Secretary in
Practice, contravenes the provisions of this section, the company, every officer of
the company or the Company Secretary in Practice, who is in default, shall be
punishable with fine which shall not be less than One lakh rupees but which may
extend to Five lakhs rupees.

Secretarial Standards Introduced in Clause 118(10) & 205 of The Companies Act, 2013

• For the first time, the Secretarial Standards has been introduced and provided
statutory recognition
Clause 118(10) reads as:
“Every company shall observe Secretarial Standards with respect General and
Board Meetings specified by The Institute of Company Secretaries of India
constituted under Section 3 of the Company Secretaries Act, 1980 and approved
by the Central Government.”
Clause 205 casts duty on the Company Secretary to ensure that the company
complies with the applicable Secretarial Standards.
• It is the beginning of a new era where non financial standards have been given
importance and statutory recognition besides Financial Standards.

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