To match the changing requirement of local and global economy
government introduces new Companies Bill. Companies Bill, 2012 has been passed
by loksabha on 18th December, 2012 now awaiting approval from Rajya
Sabha. This new bill has on platter better and bigger opportunities to the
Company Secretaries as professionals. This Bill includes company secretary in
the definition of “Key Managerial Personnel”
of the Company. Following is the brief of some of the scope and/or position of
company secretaries expected to turn on this bill becoming an act:
1. Key Managerial Personnel: Clause 2(51) defines key managerial personnel of a company
it includes Company Secretary along with CEO/MD/Manager, Whole Time
Director/CFO, which means company secretary will be mandatory for the
prescribed companies.
2. Incorporation of the Company: like the Companies Act, 1956 in Companies Bill, 2012 too
Company Secretary has been empowered to issue certificate of compliance for all
applicable provisions for incorporation of the company.
3. Signing Annual Return: As per clause 92 annual return of all the companies shall be signed by
the company secretary in employment and if there is no such company secretary
on board by company secretary in practice along with the directors. (Exception
is for One Person Company, if there is no company secretary return can be
signed by director.)
4. Explanation on the qualification given in secretarial audit report: Now the board will have to give
explanation in directors’ report, of any remark given in secretarial audit
report by the company secretary in practice along with the auditors’
qualification given in auditors’ report.
5. Secretarial Audit: Secretarial audit has been introduced along with the listed company for
such other companies as may be prescribed, earlier it was there in case of
listed companies.
6. Functions of Company Secretaries: for the very first time functions of company secretaries
has been defined.
7. Secretarial Standards: The functions of company secretaries include ensuring the compliance of
applicable secretarial standards, which in return says that secretarial
standards which were non-mandatory till date are likely to become mandatory in
the prescribed manner.
8. Removal of Company Secretary in Employment: Company secretary appointed on
board can be removed only by way of a board resolution.
9. Certification in case of payment of managerial remuneration by a company
having no profit or inadequate profit: in such a case auditor or company secretary in employment and
where there no such company secretary has been appointed a company secretary in
practice shall issue a certificate to the effect that that all secured
creditors and term lenders have stated in writing that they have no objection
for the appointment of the managerial person as well as the quantum of
remuneration and such certificate is filed along with the return as prescribed.
The person further has to certify that there is no default in payment to any
creditor or dues to deposit holders.
10. Penalty for non-employment of Company Secretary: Heavy penalty has been introduced
for non appointment of Company Secretary.
11. Expert:
Company secretary has been incorporated in the definition of expert
12. Company secretary as director: Bill allows a company secretary to also become director of
the Company
It’s not only the straight and
clearly written opportunities which new Companies Bill offering to the company
secretaries but there are many hidden opportunities as well such as the Bill
make it mandatory to appoint at least one woman director on board of the
prescriber companies, As the company secretary can become director of the
company too, the woman company secretaries most likely can be offered the
position of director on board by the management.
In one liner we may say “Role of
company secretaries in the corporate world going to be manifold in future.”
great
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