In India, every company with a paid up share capital of Rs.50 million (5 crores) or more is required to appoint a qualified person as Company Secretary. A company with not less than Rs. One million (10 lacs) paid up capital and not required to appoint a full-time company Secretary shall file a compliance certificate issued by a practicing Company Secretary with the Registrar of Companies. In this presentation we will understand the duties carried out by a company secretary.

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ROLE OF COMPANY
SECRETARY IN UNLISTED
PUBLIC COMPANY

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•Organizing board and board
committees meetings like audit,
remuneration, nomination committees
• Formulating and circulating meeting
agendas with notice
•collecting, organizing and distributing
requisite information, documents or other
papers required for the meeting
•Preparing the detailed minutes
incorporating every significant matter
discussed in the meeting
•Assisting board in ensuring good
corporate governance and best
practices
Board Meetings General Meetings
•Preparing and issuing notices of
meetings, proxy forms, Chairman
Speech
•Prepare directors for any
shareholder questions and
helping them create briefing
materials
•Overseeing the preparations for
security arrangements and other
administrative jobs at meeting
•Ensure proper voting
•Minuting of meetings
proceedings

3. Maintaining Statutory Registers
at Registered office
Filing information with the
Registrar of Companies to
report certain changes
regarding the company
Filing of Annual Return, Annual
Report with Registrar
Signing of Annual return by CS
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Ensuring that the company complies
with its Memorandum and Articles of
Association
Drafting and incorporating
amendments in accordance with
correct procedures, as and when
required
Memorandum & Articles of Association
Statutory Registers and
Returns

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Defining associate and other relate
entities
Transactions with JV’s and subsidiaries
outside India to be checked by CS
Preparation and Reporting of
disclosures to be done by CS
Related Party Transactions
Corporate Governance
Continually reviewing
developments in corporate
governance
Advising and assisting the
directors with respect to their
duties and responsibilities
Defining code of conduct for
the directors and key
managerial personnel's

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To provide guidance to the directors
of the company with regard to the
their responsibilities and powers
To obtain approvals from various
authorities as required
To represent before various regulators,
tribunal and other authorities
Ensuring that the company complies
with the applicable secretarial
standards
Advisory to board for inter corporate
financing as provisions relating to loan
and investments are made stringent
Guiding and assisting board on fixation
of remuneration
General Functions
CS to maintain coordination
between departments for
compilation of information needs
to be disclose in Directors Report
Disclosures to be vetted by CS and
a compliance check is required to
be made before publishing of
report
Ensuring that all business letters,
notices and other official
publications of the company show
the name of the company
Maintaining the company’s register
of members; dealing with transfers
and other matters affecting share-
holdings
dealing with queries and requests
from shareholders
New Act defines the functions of
“Company Secretary
Transactions with Subsidiary shall
be checked by CS

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