Introduction

The Companies Act, 1956 constitutes the Company Law in India. It came into force
with effect from 1st April, 1956. It is a consolidating Act which presents the whole
body of the company law in a complete form and repeals earlier Companies Act and
subsequent amendments. It contains 658 sections and XV schedules and numerous
forms. Company Law is fast developing in order to protect joint stock companies.
Company Law is not a field of legislation in which finality is to be expected, as the
law falls to be applied to a growing and changing subject matter and growing uses of
the company system as an instrument of business and finance and the possibilities of
abuse inherent in that system.
Main objectives of Company law are:
1. To protect the interest of shareholders.
2. To safeguard interest of creditors.
3. To help the development of companies in India on healthy lines.
4. To help the attainment of ultimate ends of the social and economic policy of
the Government
5. To equip the government with necessary powers to intervene directly into
affairs of a company in public interest.
Special features of Companies Act as under
1. It provides more stringent provisions relating to the company promoters and
company management.
2. It provides elaborate provisions relating to the form and contents of a
prospectus, maintenance of accounts by companies, reduction of share capital.
3. This Act recognizes the institution of ‘Government Companies’ (in which
government holds at least 51% share capital) and makes special provisions for
them
4. The Act also provides measures calculated to disintegrate the concentration of
economic power and wealth which affect the public interest adversely
5. It gives extensive powers to the Central Government and the Company Law
Board of the act that a public company should be regarded as a national asset
and not as something of exclusive concern to the shareholders or the directors.
Characteristics of a Company

 Corporate Body: A company needs to be registered under the Companies Act. Any
other organisation incorporated with the Registrar of Companies, and subsequently
not registered cannot be considered as a company.
 Separate Legal Entity: A company exists as a separate legal entity which is different
from its shareholders and members. Due to this feature, shareholders can enter into a
contract with the company and can also sue the company and be sued by the
company.
 Limited Liability: As the company exists as a separate entity, members of the
company are not liable for the debts of the company. Liability of members of a
company is limited to the extent of the shares that are held by them or by the extent of
the guarantee amount
 Transferability of Shares: Shareholders of a public limited company can transfer
their shares as per the rules laid down in the articles of association. However, in case
of a private limited company, there might be some restrictions on the transfer of
shares.
 Common Seal: The firm is an artificial entity or a person, and therefore cannot sign
its name by itself. It creates the necessity of a common seal that can be used for
representing the decisions made on behalf of the company.
 Perpetual Succession: The company being an artificial person established by law
perpetuates to exist regardless of the differences in its membership. In simple words, a
company is an artificial person. Therefore, it does not have any restrictions on age.
The factors like death, insolvency, retirement or the insanity of one or all of the
members do not impact the company status.
 Number of Members: As per the Companies Act, the minimum number of members
required to start a public limited company is seven while for a private limited
company, it is two. The maximum number of members for a public limited company
can be unlimited while it is restricted to 200 for a private limited company.
Types Of Company :-

The following are the important types of company:

1. Classification of Companies by Mode of Incorporation
Depending on the mode of incorporation, there are three classes of joint stock
companies.
1. Chartered companies.

These are incorporated under a special charter by a monarch. The East IndiaCompany and
The Bank of England are examples of chartered inEngland. The powers and nature of
business of a chartered company are defined by the charter which incorporates it. A chartered
company has wide powers. It can deal with its property and bind itself to any contracts that
any ordinary person can. In case the company deviates from its business as prescribed by the
charted, the Sovereign can annul the latter and close the company. Such companies do not
exist in India.
2. Statutory Companies.

These companies are incorporated by a Special Act passed by the Central or State
legislature. Reserve Bank of India, State Bank of India, Industrial Finance
Corporation, Unit Trust of India, State Trading corporation and Life Insurance
Corporation are some of the examples of statutory companies. Such companies do not
have memorandum or articles of association. They derive their powers from the Acts
constituting them and enjoy certain powers that companies incorporated under the
companies Act have.
These companies are generally formed to meet social needs and not for the purpose of
earning profits.

3. Registered or incorporated companies.

These are formed under the Companies Act, 1956 or under the Companies Act passed
earlier to this. Such companies come into existence only when they are registered
under the Act and a certificate of incorporation has been issued by the Registrar of
Companies. This is the most popular mode of incorporating a company.

4. Classification of Companies by Mode of Liability.

Depending on the mode of Liability, there are three classes ofcompanies
1. Companies limited by Shares:
These types of companies have a share capital and the liability of each member
or the company is limited by the Memorandum to the extent of face value of
share subscribed by him. In other words, during the existence of the company
or in the event of winding up, a member can be called upon to pay the amount
remaining unpaid on the shares subscribed by him. Such a company is called
company limited by shares. A company limited by shares may be a public
company or a private company. These are the most popular types of
companies.

2. Companies Limited by Guarantee:

These types of companies may or may not have a share capital. Each member
promises to pay a fixed sum of money specified in the Memorandum in the
event of liquidation of the company for payment of the debts and liabilities of
the company [Sec 13(3)] This amount promised by him is called (14)
‘Guarantee’. The Articles of Association of the company state the number of
member with which the company is to be registered [Sec 27 (2)]. Such a
company is called a company limited by guarantee. Such companies depend
for their existence on entrance and subscription fees. They may or may not
have a share capital. The liability of the member is limited to the extent of the
 guarantee and the face value of the shares subscribed by them, if the company
has a share capital.
If it has a share capital, it may be a public company or a private company. The
amount of guarantee of each member is in the nature of reserve capital. This
amount cannot be called upon except in the event of winding up of a company.
Nontrading or non-profit companies formed to promote culture, art, science,
religion, commerce, charity, sports etc. are generally formed as companies
limited by guarantee.

3. Unlimited Companies:

Section 12 gives choice to the promoters to form a company with or without

limited liability. A company not having any limit on the liability of its
members is called an ‘unlimited company’ [Sec 12(c)]. An unlimited company
may or may not have a share capital. If it has a share capital it may be a public
company or a private company. If the company has a share capital, the article
shall state the amount of share capital with which the company is to be
registered [Sec 27 (1)]
The articles of an unlimited company shall state the number of member with
which the company is to be registered.

III. On the Basis of Number of Members

On the basis of number of members, a company may be :
(1) Private Company, and (2) Public Company.
1. Private Company
According to Sec. 3(1) (iii) of the Indian Companies Act, 1956, a private company
is that company which by its articles of association:
i) limits the number of its members to fifty, excluding employees who are
members or ex-employees who were and continue to be members;
ii) restricts the right of transfer of shares, if any;
iii) prohibits any invitation to the public to subscribe for any shares or
debentures of the company.
Where two or more persons hold share jointly, they are treated as a single member.
According to Sec 12 of the Companies Act, the minimum number of members to
form a private company is two. A private company must use the word “Pvt” after its
2. Public company
According to Section 3 (1) (iv) of Indian Companies Act. 1956 “A public
company which is not a Private Company”,
If we explain the definition of Indian Companies Act. 1956 in regard to
the public company, we note the following :
i) The articles do not restrict the transfer of shares of the company
ii) It imposes no restriction no restriction on the maximum number of the
members on the company.
iii) It invites the general public to purchase the shares and debentures of the
companies.

IV. On the basis of Control

On the basis of control, a company may be classified into :
1. Holding companies, and
2. Subsidiary Company
1. Holding Company [Sec. 4(4)]. A company is known as the holding company
of another company if it has control over the other company. According to Sec 4(4) a
company is deemed to be the holding company of another if, but only if that other is its
subsidiary.
A company may become a holding company of another company in either of the
following three ways:-
a) by holding more than fifty per cent of the normal value of issued equity
capital of the company; or
b) By holding more than fifty per cent of its voting rights; or
c) by securing to itself the right to appoint, the majority of the directors of the
other company , directly or indirectly.
The other company in such a case is known as a “Subsidiary company”. Though
the two companies remain separate legal entities, yet the affairs of both the companies
are managed and controlled by the holding company. A holding company may have any
number of subsidiaries. The annual accounts of the holding company are required to
disclose full information about the subsidiaries.

2. Subsidiary Company. [Sec. 4 (I)]. A company is known as a subsidiary of another

company when its control is exercised by the latter (called holding company) over the
former called a subsidiary company. Where a company (company S) is subsidiary of
another company (say Company H), the former (Company S) becomes the subsidiary
of the controlling company (company H).

IV. On the basis of Ownership of companies

a) Government Companies. A Company of which not less than 51% of
the paid up capital is held by the Central Government of by State
Government or Government singly or jointly is known as a Government
Company. It includes a company subsidiary to a government company.
The share capital of a government company may be wholly or partly
owned by the government, but it would not make it the agent of the
government. The auditors of the government company are appointed by
the government on the advice of the Comptroller and Auditor General of
India. The Annual Report along with the auditor’s report are placed before
both the House of the parliament. Some of the examples of government
companies are - Mahanagar Telephone Corporation Ltd., National Thermal
Power Corporation Ltd., State Trading Corporation Ltd. Hydroelectric
Power Corporation Ltd. Bharat Heavy Electricals Ltd. Hindustan Machine
Tools Ltd. etc.

b) Non-Government Companies. All other companies, except the

Government Companies, are called non-government companies. They
do not satisfy the characteristics of a government company as given
above.
V. On the basis of Nationality of the Company
a) Indian Companies: These companies are registered in India under the
Companies Act. 1956 and have their registered office in India. Nationality of
the members in their case is immaterial.
b) Foreign Companies: It means any company incorporated outside India which
has an established place of business in India [Sec. 591 (I)]. A company has an
established place of business in India if it has a specified place at which it carries
on business such as an office, store house or other premises with some visible
indication premises. Section 592 to 602 of Companies Act, 1956 contain
provisions applicable to foreign companies functioning in India.

Memorandum of Association
The memorandum of association of a company is an important corporate document in India.
It is often simply referred to as the memorandum. In the India, it has to be filed with
the Registrar of Companies during the process of incorporating a company.
It is the document that regulates the company’s external affairs, and complements the articles
of association which cover the company’s internal constitution. It contains the fundamental
conditions under which the company is allowed to operate. Until recently it had to include the
“objects clause” which let the shareholders, creditors and those dealing with the company
know what is its permitted range of operation, although this was usually drafted very broadly.
It also shows the company’s Authorised capital. Read some important aspects of same.
As Memorandum of Association (MOA) is an important documents which outlines the
company laws under which a company will work and function. It has several caluses which
defines some pertinent aspects under provision of The Companies Act, 2013 which are as
follows:-
1. Name Clause
2. Situation/ Registered State Clause
3. Object clause
4. Liability clause
5. Capital Clause
6. Subscriber Clause
Now lets us discuss them in detail.
i. Name Clause of Memorandum of Association
The name of the company should be stated in this clause. A company name should be which
is not identical in any manner to any existing company also, there are some words which are
strictly prohibited to be used in names of company in any manner. The Word “Private/PVT
Limited” should be in end of any private company. And the word “Limited” should be in the
end of every public limited Company.
An section 8 or not for profit company are not required to use the word “Private Limited/ pvt.
Limited or Limited” at the end of their company name.
ii. Situation Clause of Memorandum of Association
In this clause the state name of company’s registered office is mentioned. The Company
should intimate the location of registered office to the registrar within thirty days from the
date of incorporation in case the permanent address of company is not given.
It is one of important aspects as all the correspondence for cm=company will be sent on this.
Note that just a few months also many companies have been strike off/ name has been
removed due to non-maintenance of registered address of company able to receive and
acknowledge the letters of company.
Once a company has been registered, it should have a proper registered office until, the
company is closed.

iii. Objects Clause of Memorandum of Association

Every company have specific business which they will run after a company is incorporated.
This clause states all the business which this proposed company will commence after
incorporation that to in detail.
Now as per The Companies Act, 2013 only Main objects and other objects which are
ancillary to main objects are covered.
Any business run apart from this can lead to closure of business. Again, there are some
business which are required approval from different authorities like for loan and capital
funding, Reserve Bank of India (RBI) is required. For commencing insurance business
approval from Insurance Regulatory and development authority of India (IRDAI).
iv. Liability Clause of Memorandum of Association
This clause states the liability of the members of the company. The Liability can be limited or
unlimited which means at the time of winding up of company, a company with limited
liability, members are required to pay amount upto the value of nominal value of shares taken
by them but in case of unlimited members are required to pay without any limit for the debt
or payment which a company is required to pay.
v. Capital Clause of Memorandum of Association
This clause states the Authorised Capital of the company and total number of shares along
with value of per share. This is the limit a company can raise its capital maximum amount.
For example, if company authorised capital is 10 Lakhs and paid up at the time of
incorporation is 1 Lakh, company can raise its capital upto 9 lakhs. But nothing more than 9
lakhs.
There is no limit for amount of authorised capital a company can have in India as per The
Companies Act, 2013.
vi. Subscription Clause of Memorandum of Association
It contains the names and addresses of the first subscribers. The subscribers to the
Memorandum must take at least one share. The minimum number of members is two (2) in
case of a private company, seven (7) in case of a public company and one (1) in case of One
Person Company as per The Companies Act, 2013.
The above clause are required to be inserted omission of any of above clause will lead to
refusal of company incorporation by Registrar of Companies.

Articles of Association
Articles of association often identify the manner in which a company will issue shares,
pay dividends, audit financial records, and provide voting rights. This set of rules can be
considered a user's manual for the company because it outlines the methodology for
accomplishing the day-to-day tasks that must be completed.
While the content of the articles of association and the exact terms used vary from
jurisdiction to jurisdiction, the document is quite similar throughout the world and generally
contains provisions on the company name, the company's purpose, the share capital, the
company's organization, and provisions regarding shareholder meetings.
Company Name
As a legal entity, the company must have a name that can be found in the articles of
association. All jurisdictions will have rules concerning company names. Usually, a suffix
such as "Inc." or "Ltd." must be used to show that the entity is a company. Also, some words
that could confuse the public, such as "government" or "church," cannot be used or must be
used only for specific types of entities. Words that are offensive or heinous are also usually
prohibited.
Purpose of the Company
The reason for the creation of the company must also be stated in the articles of association.
Some jurisdictions accept very broad purposes—"management"—while others require greater
detail—"the operation of a wholesale bakery," for examples.
Share Capital
The number and type of shares that comprise a company's capital are listed in the articles of
association. There will always be at least one form of common share that makes up a
company's capital. In addition, there may be several types of preferred shares. The company
may or may not issue the shares, but if they are found in the articles of association, they can
be issued if and when the need presents itself.
A company may or may not issue shares, but if they are listed in the articles of association,
shares can be issued if and when needed.
Organization of the Company
The legal organization of the company, including its address, the number of directors and
officers, and the identity of the founders and original shareholders, are found in this section.
Depending on the jurisdiction and type of business, the auditors and legal advisors of the
company may also be in this section.
Shareholder Meetings
The provisions for the first general meeting of shareholders and the rules that will govern
subsequent annual shareholder meetings—such as notices, resolutions, and votes—are laid
out in detail in this section.
Companies that wish to offer bonds or stock for sale to the public must file a prospectus with
the Securities and Exchange Commission as part of the registration process. Companies must
file a preliminary and final prospectus, and the SEC has specific guidelines as to what's listed
in the prospectus for various securities.

Prospectus
The preliminary prospectus is the first offering document provided by a security issuer and
includes most of the details of the business and transaction. However, the preliminary
prospectus doesn't contain the number of shares to be issued or price information. Typically,
the preliminary prospectus is used to gauge interest in the market for the security being
proposed.
The final prospectus contains the complete details of the investment offering to the public.
The final prospectus includes any finalized background information, as well as the number of
shares or certificates to be issued and the offering price.
A prospectus includes some of the following information:
 A brief summary of the company’s background and financial information
 The name of the company issuing the stock
 The number of shares
  Type of securities being offered
 Whether an offering is public or private
 Names of the company’s principals
 Names of the banks or financial companies performing the underwriting
Some companies are allowed to file an abridged prospectus, which is a document that
contains some of the same information as the final prospectus.
Another reason a prospectus is issued is to inform investors of the risks involved with
investing in the security or fund. Although a company might be raising capital through stock
or bond issuance, investors should study the financials of the company to ensure the company
is financially viable enough to honor its commitments.
Risks are typically disclosed early in the prospectus and described in more detail later. The
age of the company, management experience, management's involvement in the business,
and capitalization of the stock issuer are also described. The prospectus information also
guards the issuing company against claims that pertinent information was not fully
disclosed.1
Prospectus Example
In the case of mutual funds, a prospectus contains details on the fund's objectives, investment
strategies, risks, performance, distribution policy, fees, expenses, and fund management.
Because the fees that mutual funds charge take away from investors’ returns, the fees are
listed in a table near the beginning of the prospectus. Fees for purchases, sales, and moving
among funds are also included, which simplifies the process of comparing the costs of
various mutual funds.
What is Company Administration?

Company administration is a formal insolvency process designed to rescue viable elements of

a struggling business, or else increase returns for outstanding creditors. An insolvency
practitioner will be appointed as part of the process, and they will assume control of the
company whilst it remains in administration.
Company administration is a formal procedeure whereby an insolvency practitioner, acting as
administrator, attempts to rescue the business as a means of bringing about the best return for
creditors.Both a limited company and a limited liability partnership (LLP) can go into
administration. It’s a process that’s appropriate for an insolvent – or contingently insolvent –
business.

Why Would a Company Go into Administration?

Administration is an option for larger companies that are in debt and unable to pay the money
they owe and where one of these conditions applies:

 a better return can be offered to creditors via keeping the business open

 the business remains viable and with the potential to return to profitability

 when it’s a nationally recognised brand (i.e. a football club) which needs time to
restructure while a sale can be agreed
The Company Administration Process

1.Appointment of administrator

2.After appointment, the IP has 8 weeks to send out the formal proposals for the
administration to all of the creditors

3.Proposal must be voted on and passed by creditors for the process to continue

4.Creditors meeting (usually virtual)

5.IP must send out statement of affairs ever 6 months

6.At a certain point the administrator exits the administration, either through a areturn to
profitability, Company Voluntary Arrangement, pre-pack sale or liquidation.

7.Administration automatically ends after a 12-month period, unless it is formally

extended
Role of the Administrator

The administration is managed by an insolvency practitioner, who essentially becomes the

new chief executive of the company and takes the responsibility of managing the company
away from the directors.

The administrator has eight weeks to write a statement setting out what he/she intends to do.
This will be one of the following:

 Restore the company’s viability

 Come to an arrangement with creditors

 Sell the business as a going concern

 Realise assets to pay a preferential or secured creditor

A copy of the statement must be sent to the company’s creditors, the employees and
Companies House. The creditors and employees will then be invited to a meeting to amend or
approve the plans.

The key objective for an administrator is to rescue the insolvent company by restructuring its
financial affairs. This can include anything from negotiating new terms with landlords and
creditors, to initiating contracts on behalf of the company.

Company Meetings :
A company is considered as a legal entity separate from its members in the eyes of law. All
the affairs of the company are practically carried out by the board of directors. The board of
directors of a company carries out these affairs within the limitations of their powers, as
invoked by the articles of association of the company. The directors also exercise certain
powers of their own with the consent of other members of the company.
Therefore they are broadly classifies as follows:
1. Shareholders Meeting:
a. Annual General Meeting –
This is defined u/s 96 of CA’13, wherein every company, whether public or private, except
One Person Company, is required to convene first AGM within 9 months from the end of
first Financial Year to decide the overall progress of the company as well as to plan future
courses of action.
Place: Such meeting is called at Registered Office of the Company or any other such place in
the city where such Reg. Office is situated.
Time Hours: Between 9.00 am – 6:00 pm., and not on any public holiday as so declared by
Central or State Government.
Quorum: In case of Public Company– 5 if members are less than 1000 15 if between 1000-
5000 30 if more than 5000 members In case of Private Company, then only 2 that are present
will be the quorum.

Time Gap: Gap between two meetings not more than 15 months, and after conducting first
AGM, the subsequent AGMs need to be conducted within 6 months from the end of Financial
Year, and if there any urgent circumstances or emergency situations arises, when company
wasn’t able to conduct the AGM, then the Tribunal may grant the extension of 3 months, but
said extension not available in first AGM, and therefore first AGM must be conducted within
9 months from end of F.Y.

Rights and Duties of Company Secretory

Role of Company Secretary is to make sure to execute and implement the decisions take by the
higher authorities like the board of directors of the company, chairman, CEOs, etc. The
responsibility of Company Secretary to ensure the effective management and administration of
the organization and meeting the regulatory and statutory expectation and requirements.
Attending general meetings, managing legal documents, advises the board if required. The role of
the company secretary is not secretarial. Company Secretaries works with professionals and
leaders in an organization.

The Evolving Duties of Company Secretary

The conventional role of a Company Secretary is heavily slanted towards ensuring regulatory
compliance and administration of corporate records. However, in an era where technology is
deeply embedded in every organisation’s financial and operational DNA, it becomes essential
for a Company Secretary to work in a 360-degree environment. With the growing
responsibilities and duties of Company Secretary, this corporate professional is also viewed
as a valued advisor to the Board of Directors for ensuring corporate governance.
Type of Duties

The duties of a company secretary can be divided into sections. They are mentioned below.

 Statutory Duties

The statutory duties a company secretary include the duties imposed on him via the
Companies Act. Only a few are carried out by him, the rest are an amalgamation of tasks
carried out between the director and the company secretary. These include the following.

1. Signing the annual return

2. Ensuring that the requirements of the Companies Act are complied with
3. Signing and completing a form of application to register a business name of the
company
4. Writing down the statement of affairs

 Duty of Disclosure

The company secretary is under the obligation to disclose certain information for the purpose
of inclusion in the register of the director and secretaries interests.

 Duty to exercise skill, care and diligence

One of the most important duties of the company secretary includes practising extreme care,
skill and diligence in the performance of his duties. If there is any negligence on his part, he
will be held liable for any loss incurred.

 Administrative Duties

The company secretary has several administrative duties to perform. They are listed below.

1. Communicating with the company shareholders

2. Maintaining the statutory registers
3. Preparing and issuing the notice board and general meetings
4. Making sure that the decisions taken by the board are communicated properly and
complied with
5. Keeping safe custody of the company seal

Corporate Governance and Secretarial Duties

A Company Secretary plays a crucial role in advising upon good governance practices and
compliance of corporate governance norms. These standards and guidelines are mentioned
under various corporate, business and security laws. Other than this, mentioned below is a list
of secretarial responsibilities that are undertaken by a Company Secretary:

 Formation, incorporation and promotion of matters related to the company.

  Filing and registering any document or form on behalf of the company as an
authorized representative.
 Maintaining and preserving secretarial records, statutory registers and books.
 Arranging a general or board meeting and preparing the minutes of the meeting.
 Tasks related to shares including transfer and transmission.

Maintaining the Company’s Statutory Registers

One of the most important duties of a company secretary involves being familiar with the
various registers of the company he/she is employed in. Any company needs to maintain and
keep a record of several registers which include the following:

 Register of people with control

 Register of members
 Register of charges
 Register of Directors residential address
 Register of interests in shares
 Records of shareholder and director meetings

If the company secretary fails to update and maintain these registers with precision, it can
lead to disastrous consequences.

Corporate Laws Advisory and Representation

A Company Secretary is entitled to an advisory role in order to help companies on
compliance of legal and procedural aspects particularly under the following laws:

 Labour and Industries

 Foreign Exchange Management
 Foreign Collaborations and Joint Ventures
 Consumer Protection
 Depositories
 Environment and Pollution Control
 Co-operative Societies
 Setting up Subsidiaries Abroad
 Mergers and Amalgamations and Strategic Alliance
 Drafting of Legal Documents
 Competition Policy and Anti Competitive Practices
 IPR (Intellectual Property Rights)
 Protection, Management, Valuation and Audit

Moreover, Company Secretaries represent their company or its key personnel in the
following domains:

 Competition Commission
 National Company Law Tribunal
 Securities Appellate Tribunal
 Telecom Disputes Settlement and Appellate Tribunal
 Company Law Board
 Registrar of Companies
  Consumer Forums
 Tax Authorities

Some other arbitration and conciliation duties include the following:

 Drafting of clause, arbitration or conciliation agreement.

 Advising on negotiation and conciliation in commercial disputes between parties.
 Acting as an arbitrator or conciliator in domestic as well as international commercial
disagreements.

Duties of Company Secretary in Financial Markets

When it comes to financial markets, a Company secretary handles the following
responsibilities:

1. Public Issue, Listing and Securities Management

 Working as a consultant for issuing of shares and other securities.

 Preparing feasibility studies and project reports.
 Drafting of prospectus or documents related to the issue of securities and obtaining
approvals in association with the lead manager.
 Facilitating syndication of loans from financial institutions and banks.
 Handling loan documentation, registration of charges, search and status reports.
 Monitoring private placement and buyback of shares and other securities.
 Listing and delisting of securities with recognized stock exchange.
 Raising funds from international markets like ADR, ECB and GDR.

2. Services Related to Securities Compliance and Certification

 Carrying out audits in relation to the reconciliation of shares.

 Performing internal audit of depository participants.
 Attaining certificate in respect of compliance of Private Limited (Pvt. Ltd.) and
unlisted public company rules.
 Getting certification under SEBI (Securities and Exchange Board of India) guidelines.

Finance and Accounting Duties of Company Secretary

A Company Secretary also works on various financial and accounting aspects within a
company. Below are some of the central responsibilities handled by a CS in Accounts and
Finance.

 Internal Audit
 Assisting the Audit Committee
 Budgetary Controls
 Accounting and Compliance of Financial Statements
 Business Valuations Prior to Acquisitions
 Loan Syndication
 Working Capital and Liquidity Management
 Determination of an Appropriate Capital Structure
 Analysis of Capital Investment Proposals
Taxation Duties of Company Secretary
A Company Secretary plays a forthcoming role in the arena of taxation by advising the
company on tax management and tax planning under Income Tax, Excise and Customs Laws.
It is the duty of a CS to prepare and review various returns and reports required for
compliance with tax regulations.

International Trade and WTO Duties of Company Secretary

A Company Secretary is involved in International Commercial Arbitration and acts as a
registered Trade Mark Agent. Here is a list of advisory duties performed by a CS for
facilitating the matters related to International Trade and WTO (World Trade Organisation).

 Handling Matters related to IPRs and TRIPs (Trade-Related Aspects of Intellectual

Property Rights) Agreement of WTO.
 Overseeing Matters Related to Subsidies, Antidumping and Countervailing.
 Issuing Certificates on Exim Policy and Procedures.
 Intellectual Property Licensing and Drafting Related Agreements.

Management Duties of Company Secretary

A Company Secretary is expected to possess excellent leadership and managerial skills to
work at various management positions within a company. Below are the various disciplines
of Management in which a CS is involved in order to ensure the efficient administration of a
company.

1. General or Strategic Management

 Formulating the Organizational Structure

 Advising on Legal Organizational Structure
 Planning and Strategising Business Policies
 Representing the Management to Acquire ISO Certification

2. Human Resources Management

 Manpower Planning and Development

 Facilitating Industrial Relations
 Auditing the HR function
 Creating Effective Motivation and Remuneration Strategies
 Managing Performance Appraisal
 Ensuring Office Management and Performance Standards

3. Corporate Communication and Public Relations

 Communicating with Shareholders, Stakeholders, Government and Other Regulators.

 Promoting Brand Equity and Image Building
4. Information Technology

 Ensuring Compliance to Cyber Laws

 Conducting Board Meetings through Teleconferencing or Video-conferencing
 Getting Software Copyrights and Licensing Programs
 Developing Management Reports and Controls
 Filing Documents or Forms in Electronic Format
 Maintaining Electronic Form of Statutory Records
 Sending Notices to Shareholders through Electronic Modes

Functions of Compny Secretory under the Companies Act, 2013

Section 205 of the Companies Act, 2013 read with Rule 10 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 deals with the functions of a CS. Some
of the major duties and functions of a CS can be inferred as follows:

1. To ensure compliance with laws prevalent and applicable on the company and
report to the Board of Directors (BoD) about the same.
2. To facilitate approval and conduct of Board meetings and general meetings of
shareholders.
3. To ensure compliance with the applicable secretarial standards.
4. To represent the company before various authorities.
5. To ensure that the company engages in good corporate governance practices.
6. Any other function that the Central Government may prescribe.