Cipc appointment of an auditor and a company secretary and. The companies law is one of the most important and comprehensive legislation after the constitution of the nation. According to the companies act, a company secretary means a company secretary as defined in sec 21c of the company secretaries act, 1980, who is appointed by a company to perform the functions of a company secretary under this act sec 224. No individual shall be appointed as wholetime secretary unless he possesses membership of the institute of company secretaries of india constituted under the company secretaries act, 1980 56 of 1980. In terms of section 118 10 of the the companies act, 20, every company shall observe secretarial standards with respect to general and board meetings specified by the icsi constituted under section 3 of the company secretaries act, 1980, and approved as such by the central government. The company secretaries regulations, 19821 notification2. The old companies act, 1956 is replaced by the new companies act, 20. With increasing emphasis on the principles of good governance and on compliances, responsibilities of company secretary have increased manifolds towards safeguarding the interests of all stakeholders. A study on appointment of company secretary under companies. Auditors must be appointed upon incorporated by the incorporators or subsequently by the directors of the company within stipulated timeframes. The company secretaries act, 1980 1the first schedule see sections 2, 21a3 and 22 part i professional misconduct in relation to company secretaries in practice a company secretary in practice shall be deemed to be guilty of professional misconduct, if he 1 allows any person to practise in his name as a company secretary unless.
Constituted under the company secretaries act, 1980. For example failure to file in the time allowed any change in the details of the company s directors and secretary, or the company s annual return. Company secretaries amendment act 2006 indian bare. Aug 17, 2011 section 245 define secretary as a company secretary within the meaning of clause c of sub section of section 2 of the company secretaries act, 1980 and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under the act and any other. The company secretaries amendment act 2011 in india bare acts, banking and insurance, business and corporate, constitutional, consumer laws, criminal law, energy, environmental, family and inheritance, heritage and national importance, immigration law, labor law, the company secretaries amendment act 2011 national security, others, procedural and administration, property related, public.
I am interested in joining the course by government gst impact, planning. In case the eform is marked as sent for reapplication, the applicant is required to file fresh form 17 or 18 along with form 2 within 60 days, failing which the form will be marked as rejection confirmed by the system. The company secretary is the compliance officer of the company. The committee examined issues relating to the merger of listed company with an unlisted company and viceversa. According to section 21c of the company secretaries act company. Can there be two company secretaries in a company under. The company secretary of a listed company rsm south. Icai the institute of chartered accountants of india. Limited a limited liability company in india having corporate identity number or cin. The institute of company secretaries of india constituted. Company secretaries amendment act 2006 in india bare acts, banking and insurance, business and corporate, constitutional, consumer laws, criminal law, energy, environmental, family and inheritance, heritage and national importance, immigration law, labor law, company secretaries amendment act 2006 national security, others, procedural and administration, property related, public utilities.
A private company is not required to have a company secretary unless its memorandum of incorporation moi requires one. Whilst many of the provisions relating to company secretaries remain. Merger of a listed company into an unlisted company and viceversa. Ministry of corporate affairs thecompanysecretariesact. Investigation of a companys affairs in other cases. A member of the institute of company secretaries of india icsi may also practice independently as a professional after obtaining a certificate of practice as provided in the company secretaries act,1980. The appointment may be a natural person or a juristic person.
Ministry of corporate affairs mergers and acquisitions. The company secretaries amendment act 2011 in india bare acts, banking and insurance, business and corporate, constitutional, consumer laws, criminal law, energy, environmental, family and inheritance, heritage and national importance, immigration law, labor law, the company secretaries amendment act 2011 national security, others, procedural and administration. Company secretaries act, 1980 56 of 1980 read with sub section 3 thereof and. Draft company secretaries amendment regulations, 2019. The company secretaries act, 1980legislative department. As per the provisions of companies act, 20 certain companies are mandatorily required to appoint cs as key managerial personnel kmp. The role of the company secretary in a modern company introduction in the modern era it is recognized that the company secretary is the most senior administrative officer of the company. Substituted by the company secretaries amendment regulations. A member of the institute of company secretaries of india icsi may also practice independently as a professional after obtaining a certificate of practice as provided in the company secretaries act, 1980. Company secretaries act 1980 pdf file chapter i preliminary sections 1. The company secretaries act 1980 56 of 1980 389 10th december, 1980 an act to make provision for the regulation and development of the profession of company secretaries. Role of company secretaries in practice under companies act. An act to make provision for the regulation and development of the profession of company secretaries. The companies act, no 71 of 2008 the act prescribes that all public and stateowned companies are required to have a company secretary.
This article gives an overview of the role of the company secretary under the act, highlighting the key changes in the law. Appointment of company secretary as per firms act, 20. Company secretaries amendment act 2006 in india bare acts, banking and insurance, business and corporate, constitutional, consumer laws, criminal law, energy, environmental, family and inheritance, heritage and national importance, immigration law, labor law, company secretaries amendment act 2006 national security, others, procedural and administration, property related. A person who has passed the company secretaryship examination conducted by the institute of company secretaries of india, originally established by the central government but converted into a statutory body like the institute of chartered accountants of india in 1980, and has been admitted as a member of the institute of company secretaries. The company secretaries amendment act 2011 indian bare acts. Company secretaries amendment act 2006 indian bare acts.
The duties of the company secretary are not specified in detail in the companies act 1985 companies act 1985 but at various places in the act the company secretary is named as one of the persons who may sign prescribed forms on behalf of the company, make statutory declarations and sign the annual return. The industrial disputes banking and insurance companies act, 1949. The principal duties and powers of company secretaries. Company secretaries office of the director of corporate. Role of company secretary in employment and in practice. The role of the company secretary the companies act 2014 the act entered into force on 1 june 2015.
Additionally, the office of the company secretary is. Company secretaries act, 1980 delhi value added tax act, 2004 maharashtra value added tax act 2002 west bengal value added tax act, 2003 tamilnadu vat act, 2006 karnataka value added tax act, 2003 gujarat value added tax act, 2003. In terms of section 92 of the companies act, 2008, the. Company secretaries act, 1980 56 of 1980 read with subsection 3 thereof and in supersession of the company secretaries regulations, 1981 except for things done or omitted to be done thereunder, the council with the previous publication in the gazette of india and with the approval of. U74140wb1983ptc036093, which is a member firm of pricewaterhousecoopers international limited pwcil, each member firm of which is a separate legal entity. Roles and responsibilities of a sg company secretary. Certification courses gst live class gst certification course online excel course. Company secretary appointment, duties, rights, liabilities. Cipc appointment of an auditor and a company secretary. Procedure of investigation of professional and other misconduct and conduct of cases, 2018 1.
It was felt that the act needs to provide specifically that delisting through a scheme of merger under section 3994 of the companies act is possible by. Company secretaries act, 1980 56 of 1980 read with subsection 3 thereof and in supersession of the company secretaries regulations, 1981 except for things done or omitted to be done thereunder, the council with the previous publication in the gazzette of india and with the approval of the. Section 245 define secretary as a company secretary within the meaning of clause c of sub section of section 2 of the company secretaries act, 1980 and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under the act and any other. The principal duties and powers of company secretaries signing the relevant application form including a statement of compliance, to reregister a company as a different type of company, for example converting a private limited company. The company secretary reports to the chairman 70% hong kong, 81% mainland, and is seen as a member of top management 68% in hong kongbased companies, 89% in the mainland hshare companies. Best company secretary self study material best icsi books. The council in its meeting held on november 22, 20 unanimously decided to approach central government seeking the following amendments to the company secretaries act, 1980 on priority. C of section one of section a pair of the corporate secretaries act 1980 company secretary means. Companies bill became the companies act, 20 act 18 of 20. Part ixa of companies act, 1956 income tax department. The first auditors of a company hold office until the first annual general meeting agm, and are reappointed on an annual basis at every agm. Justice act 1965 shall extend to northern ireland with the modification that in section 42a of the said act of 1958 the reference to the trustee in. The board, as well as the chairman rely on the company secretary to advise them about their duties under the law, the corporate governance requirements, compliance with the listing rules and in conducting the legally required meetings in a timely and appropriate manner. Qualifications of a resident company secretary in singapore.
Singapore company secretary appointment, role, and. While the name of the institute remains icsi, its members may be named as governance professionals. Company secretaries act, 1980 delhi value added tax act, 2004 maharashtra value added tax act 2002 west bengal value added tax act, 2003. The foreign trade development and regulation act, 1992. Company secretaries are you geared up for your enhanced role. As the secretary is an officer of the company under section 11212 of the act, he or she may be criminally liable for defaults committed by the company. Company secretary has to interact, coordinate, integrate and cooperate with various other functional heads in a company. Taxheal is a complete portal for latest updates and information on gst, income tax return, tax saving, gstr etc. Cs appointment limit for companies increased to 5 crore. Rather than being seen as a cost centre, secretarial departments should be seen as one that creates value. The company secretary acts in accordance with the directors instructions.
Be it enacted by parliament in the thirtyfirst year of the republic of india as follows. In this article we will discuss and compare the provisions related to appointment of company secretary as per companies act 1956 and companies act 20. According to section245 of the company secretaries act 1980 includes any individual possessing the prescribed qualifications and appointed to perform the duties which may be performed as secretary under the act and any other ministerial or administrative duties. Institute of company secretaries of india wikipedia. The board of directors of a singapore company is responsible for appointing the company secretary and decides on his or her remuneration. Jan 25, 20 there is no change of in definition of company secretaries in practice. Sub section 25 of section 2 of the bill define company secretaries in practice as a company secretary who is deemed to be in practice under subsection 2 of section 2 of the company secretaries act, 1980. For example failure to file in the time allowed any change in the details of the companys directors and secretary, or the companys annual return. In case of reapplication, the fee is not required to be paid again while reapplying for conversion.
In terms of the companies act, 2008 the act, all public companies are required to have a company secretary who is accountable to the board. It is headquartered in new delhi, has four regional offices at new delhi, chennai, kolkata and mumbai, and has 70 chapters around the country. Be it enacted by parliament in the thirty first year of the republic of india as follows. Companies act 2014, section 129 irish statute book. Company secretary is a key functionary in the corporate pyramid. The miscellaneous duties of a company secretary may be summarised as follows. The ordinances referred to in schedule 1 are repealed. The institute of company secretaries of india icsi is a statutory professional body in india with the objective of promoting, regulating and developing the profession of company secretaries in india.
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