The blog highlights the recent case study of Dorin India Private Limited. Company secretaries start their job by registering, holding annual general meetings, announcing public listing, and participating in mergers, acquisitions and branding. Creating awareness about the role of a company secretary ensures the standard quality in the companies. Companies with a share capital of ten crores or more must appoint a whole-time company secretary. Company structure can be private or public. Company secretaries work in India and abroad. The demand for company secretaries is growing in India. Foreign countries Australia, Singapore, the United Kingdom and the United States value the company secretaryship qualification in India. After clearing equivalent examinations, Indians work in foreign countries as legal authorities. The values and responsibilities improve as the compliances change periodically. Company secretaries educate the corporates to follow the compliances.
Dorin India PVT LTD case:
MCA is the regulatory body operating under the Companies Act, 2013. Rule 8A of the Companies Act talks about appointment and remuneration. The rule says that the appointment of a company secretary is based on paid-up capital. Dorin India Pvt Ltd is located in Pathreri, Gurugram, Haryana. The company is involved in providing services and export business. The annual turnover of the company is five to ten crore. In March 2014, the company was incorporated. The company appointed the whole-time managerial personnel in January 2021. A company secretary is a key managerial personnel. Dorin India appointed the company secretary with a delay of 794 days. The argument from the company during the hearing was that the company had past losses and they are not aware of Indian laws. The authorised representative Mr. Keiichi Lizuka said that MR. Lizuka is the compliance officer responsible for following Indian laws. The adjudicating officer analysed the case. The company admitted the adjudication. At the time of filling out form-32, the directors declared themselves as non-executive directors. The directors failed to file Form GNL-3. The adjudicating officer imposed Dorin India Pvt LTD with a penalty of 5, 00,000. The director, Mr Keiichi Lizuka got the charges of five lakh. Mr Tetsuji Akase was fined with a penalty of 5,00,000 INR.
Appointment process for a company secretary:
- The Companies Act, 2013 and Companies Rules, 2014, explain the process for company secretary appointment.
- The company must give notice to all the directors regarding the company secretary’s appointment.
- The appointment is during the board meeting in front of all the members.
- The company passed a resolution to appoint a whole-time company secretary.
- After the meeting, the company, convene the name of the company secretary to the registrar of companies.
- Thirty days after the appointment, the company, file the MGT 14 and DIR 12 form to inform the details of the company secretary to the registrar.
- The company should maintain a register of the top management personnel. The details of the directors and key managerial personnel should be in the registrar.
- The Company informed the details of the company secretary to the stock exchange. Listed companies inform the details of the whole time company secretary to the stock exchanges. The investors are interested in knowing the management team.
Before the removal, the board of directors should satisfy the terms and record the process. The board should pass a resolution for the removal of the company secretary. The form for the removal of the company secretary is DIR-12. The board of directors should file the form with fees within thirty days of the resolution. The company should correct the employment register after the removal of the company secretary. The board should inform the stock exchange regarding the change of the company secretary.
Responsibilities of company secretary:
MCA levied 49.7 lakh for delayed appointment to Atlas logistics and directors. BSE and NSE fined Ambuja Cements 1600 for the delayed appointment of the company secretary. The vast responsibilities of a company secretary are listed below.
- According to section 205 of the Companies Act, a company secretary takes care of compliance. He reports the compliance statement to the board of directors.
- Company secretaries check the secretarial standards of the company.
- Do the duties assigned by the board of directors after the meeting.
- Rule 10 of company secretaries explains the duties, powers and responsibilities of a company director.
- Facilitate the meeting. Attend the general, committee and board meetings. Maintain the minutes of the meeting.
- As mentioned in the act, the company secretaries conduct meetings to get approval from board members and the government.
- Assist the board in compliance. Discuss valid points about requirements, best practices and good corporate governance.
- Take ownership of other duties prescribed in the act.
The board of directors must appoint a company secretary within six months after the removal. In one case, MCA and the Government of India imposed a 25 lakh penalty on the board of directors. Section 177 states that the audit committee appoint a full-time company secretary. The nomination and remuneration committee shall give the recommendation and monetary terms for the appointment. If there is sufficient share capital and business operations, it is essential to appoint a company secretary. The authorities referred to as key managerial personnel are as follows: the chief executive officer, the managing director, the manager, the company secretary, the whole-time director, key managerial personnel, the chief financial officer, and other officers. The company secretary prepares the draft minutes of the board meeting. He circulates the information through courier, registered post, speed post and e-mail.