The Role of Company Secretary in administering and managing the business affairs of the Company has been increased over the years. The Company Secretary is responsible for statutory compliance of the company with the regulators.
In today’s business climate, the role of Company Secretary (CS) has been intensified with greater responsibilities and duties. In addition to preparing agendas and setting up board meetings, company secretaries are becoming key individuals within their companies.
According to the nature and business of the organization, the role of Company Secretary varies. Company Secretary has to make all the arrangements from holding the Annual General Meeting (AGM) of the company till its filing with all required regulators.
Let us have a look on the Role of the Company Secretary from the Beginning and till the end of the Annual General Meeting are as follows:
1. Before the Meeting:
– Hold a Board Meeting after giving notice for calling the Annual General Meeting.
– Approve the Annual accounts and authorize signing of accounts
– Approve the draft Board’s report so prepared in compliance with the Section 134 of the Act with the Board and
– To authorize the Chairman to sign the Report on Behalf of the Board.
– Consider the payment of Dividend, if any.
– Fix time, date and place for the AGM,
– Approve the draft notice and authorise the Secretary to send to all members, directors, auditors and stock exchanges.
– Timely Closure of the Register of Members and the Share Transfer Book.
– To arrange for the printing of the Annual Report and Notice to call AGM.
– To issue notice to the shareholders, at least 21 clear days before the date AGM and
– If send through post, then it should be posted 48 hours still earlier in terms of section 101.
– For listed company, send 6 copies of Annual Report and 3 copies of notices to such stock exchanges and 1 copy to all other recognised stock exchanges in India.
– To arrange for the printing of attendance slips or attendance register and ballot papers.
– Check proxies as and when they are received, so that an up-to-date position is available till the date of meeting.
– In consultation with the Chairman or the MD, prepare a detailed agenda to be discussed at the AGM.
– To prepare List of members showing their names, addresses and occupations and total shares held from the Register of Members.
2. At the Meeting:
– Help the Chairman in ascertaining whether a quorum is present or not.
– To arrange for the collection of admission slips to get the Attendance Register signed by the Shareholders, and
– To make shareholders comfortable in their seats, to look to the comfort and convenience of the directors and chairman.
– Produce copies of Memorandum and Articles of Association of the Company.
– Read out the Auditor’s Report, if advised by Chairman, when the adoption of accounts is taken up for consideration.
– Supply to the Chairman any information which he may require in case the shareholders raised queries relating to accounts and other related matters.
– To take notes of the proceedings for the purpose of preparing minutes thereof.
– To keep at the meeting Members Register, Minutes Book, Annual Accounts, Notice of the meeting, Directors’ and Auditors’ Report.
– To ensure that the Chairman of the Audit Committee is present at the AGM to clarify the audit matters and answer shareholders queries.
3. After the Meeting:
– To prepare minutes of the proceedings
– To record the minutes of the meeting and get them signed from the Chairman within 30 days of the meeting.
– To send information regarding the appointment/ re-appointment of directors.
– File Form DIR-12 with the ROC within 30 days of appointment of Directors or KMPs along with filing fee.
– To send intimation of appointment/ re-appointment of auditors.
– To file copies of resolutions passed at the meeting in Form MGT-14 with ROC, within 30 days of the meeting.
– To file Annual Accounts and Reports of Directors and Auditors in Form AOC-4 within 30 days of the AGM.
– To file Annual Return in Form MGT-7 with the ROC within 60 days of the AGM, as per Section 92.
– Where the company has invited public deposits, a copy of the Balance Sheet be forwarded to the RBI.
– To open a “Dividend Account” with bank and deposit the total amount of dividend within 5 days from the declaration of Dividend.
– To get the Dividend Warrants and Notice of dividend signed from the authorised persons.
– To take action on the decisions of the shareholders.
– In case of Listed Companies, submit within 48 hours of conclusion of the AGM, details regarding the voting results to the stock exchanges.