Overview:-
Under the Companies Act, 2013 the role of the company secretary has been considerably widened inasmuch as now he is not only responsible for the compliances under the Company law but also in respect of compliances under all other applicable laws. A brief look at other applicable laws.
Responsibility of Compliance
The company secretary being a compliance officer has got a greater responsibility to ensure that the compliance relating to all the applicable laws to the organization is complied with. The company secretary has to virtually ensure that compliance relating to all other laws except Companies Act and market regulations are ensured /done by the departmental heads responsible for the function and the company secretary only checks and monitors the compliance and report to the board members. Here again, the company secretary has to play a very vital role since he has to report to the managing director/board that all compliance required to be done are in fact done. Needless to mention, the highest governing body – i.e. – the board of directors would place reliance on the report provided by the company secretary on compliance matter.
Section 205-Functions of Company Secretary
The functions of the company secretary shall include:-
(a) Reporting compliance to the Board under the Company’s Act
(b) Having Assurance about the company’s compliance with the relevant secretarial standards;
(c) Discharging Duties as applicable (as may be prescribed)
Note: Section 204 and Section 205:-Duties and Functions of the Board of Directors do affect the company’s chairperson, Director (either, Managing or Whole-Time) under this Act or other law.
Reporting to Board Relating to Compliance with Other Applicable Laws
Under section 205(1) (a), one of the functions is that the company secretary is required to report to the board about the compliance not only under the Companies Act but also compliance relating to all other Acts that are applicable to the company. This particular provision which has been included for the first time in the Companies Act is very significant and calls for a larger responsibility on the part of the CS( company secretaries) either both in whole-time practice or in employment as the case may be.
Greater Role for Company Secretaries in ensuring Compliance
The compliance aspect of any business exhibits that the company is a compliant company and it also helps to build up the company’s image and brand – the company secretary has got a greater role to play in ensuring the compliance by taking the following steps:- (a) Identification of all applicable laws in the first instance. (b) Running the checks as to what is required to be complied with in respect of each law
Non-Compliance
In spite of having a system in place, the possibility of noncompliance cannot be ruled out. In the case of Non-Compliances, CS has to Take Immediate Action so as to prevent from Immediate penalty (either Rigorous or Normal)as the case may be. In every board meeting normally there will be an item called a review of matter arising out of previous meetings or action taken the report by whatever name it is called. Any non-compliance is definitely required to be addressed by the board and necessary action was taken in setting right the same. Obviously the board would only provide decision and the company secretary, after having the decision from the board has to ensure for necessary implementation as directed/guided by the board.