The profile of a company secretary is changing drastically and the job warrants a very high degree of knowledge and skill. Gone are the days when the company Secretary used to be a glorified clerk maintaining and updating statutory registers, including the minutes book, or preparing and dispatching notices and agenda papers for a few meetings of the board of directors and, of course, one meeting of shareholders-the Annual General Meeting-during the whole year.
The present day company secretary is not a mere complier with Companies Act. Her full time involvement in large and medium sized companies has become a necessity.
A modern company secretary has to play a vital role in the development of the corporate sector, especially in the developing countries. So what is she expected to do? The following are areas where management has to solicit the involvement of a company secretary:
a. Statutory Compliance: a company Secretary should have thorough knowledge of not only the companies Act, but all relevant corporate, economic and industrial/labor laws. She has to keep herself updated on frequent amendments to laws and keep track of relevant judicial pronouncements.
b. Procedural Compliance: Knowing the law and advising on it is one thing, and physically implementing the same is another.
Right from the incorporation of a company, several licenses, permits, registrations and approvals are required.
A company secretary is there to fill up the requisite forms, making correspondence, attending to queries, providing clarifications, furnishing additional information and ultimately obtaining necessary sanctions, and also renewing them as and when required.
She is also required to scrupulously adhere to the terms and conditions of such approvals, maintaining prescribed records and filing the returns and reports as may be necessary.
c. Advisory Role: A company secretary acts as an advisor to the board. She is the most confidential officer of the company in the boardroom. She is not there to simply take notes of the proceedings.
She is the one who assists the chairman and the managing director on the affairs of the company and helping the company management in decision making and policy framing. She should therefore have a good command of business in general and company matters in particular.
d. Liaison: She is a vital link between the directors and company managers in terse. She is also dealing on behalf of the company with shareholders, auditors, and the registrar of companies, stock exchanges, bankers, financial institutions and other lenders.
She is therefore required to possess excellent public relation skills, with flair to communicate effectively.
e. Heading the Share Department: A company issuing shares and other securities to the public and quoted on the stock exchange(s) has to have a strong shares department.
The company secretary heads this department and guides on matters relating to dispatch of share certificates, transfer of shares, payments of dividends, preparation of annual reports for shareholders and compliance with stringent stock exchange requirements.
f. Documentation and Drafting: A company secretary should possess good drafting skills. She is the one who has to help in negotiating and preparing documents and implementing various clauses therein.
g. Legal Proceedings: Because of possessing knowledge of different laws, a company secretary can be very handy in preparing case papers pertaining to legal suits for or against the company, assisting the lawyers or solicitors in such matters.
The strong legal background of a company secretary is supported by an advanced knowledge of accounts, finance and management. Many company secretaries perform the dual or multiple roles of financial controllers, commercial managers or personnel and administration managers.
Development of the profession of company secretaries therefore assumes great significance for making rapid strides during this century.
Only company secretaries who have passed stringent tests and undergone well-advised training modules can pass the challenge.