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What is the scope for a CS after deleting section 383 in new company bill

Tarun Kumar (student) (165 Points)

23 June 2011

I have heared that in the new bill Section 383A is deleted.Now what will be the scope for a CS because this section is the backbone of the CS.

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Vijay Shekhar Singh (Audit Executive) (50 Points)
Replied 30 June 2011

Hi Tarun,

Company Secretary has been included amongst the Key-Managerial-Personnels of the Company and as per new clause 178C the functions of CS have been increased moreover the Secretarial Audit is now mandatory for companies with annual turnover of 5 Crore or more.

So i think the scope of CS is wider than before.

The following content will definetly help you to understand better...........

Report on the Companies Bill, 2009

The recommendations contained in the Report on the

Companies Bill, 2009 include the following with regard to the

profession of Company Secretaries:

1. Annual Return

(i) The following additional clause may be added in clause 82(1)

“(j) details, as may be prescribed, in respect of

shares held by or on behalf of the Foreign Institutional Investors indicating their names,

addresses/countries of incorporation/registration and percentage of shareholding held by them.”

(ii) The suggestion for placing an obligation on the Company to provide every assistance to the

Company Secretary in whole time practice to enable him to verify any record or information etc. in connection with certification of annual return of the company may be considered for inclusion in the clause.

(iii) The Committee recommend that the new provision requiring return to be filed with Registrar, in case promoters’ stake changes beyond a limit, in order to provide audit trail of ownership may be duly incorporated in the Bill.

(iv) The Committee recommend that any adverse remarks or qualification, made by the Company

Secretary in whole-time practice, while certifying the annual return, should be necessarily explained for or commented upon in the Board’s report.

2. Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in sub-clause (3) of clause 120 shall state that –

“(f) The directors had devised proper systems to ensure compliance with the provisions of this Act and rules made there under and that such systems were adequate and operating effectively”

3. Key Managerial Personnel

The Committee is of the view that the proposal originally contained in the Bill in clause 178(1) regarding appointment of KMP may be retained with a view to providing flexibility to decide the threshold limit of companies which shall compulsorily have whole-time KMP. (i.e. every company belonging to such class or descripttttion of companies as may be prescribed by therules shall be required to appoint all the three Key Managerial Personnel – Managing Director, Company Secretary and Chief Financial Officer).

4. Secretarial Audit

Provisions to be included in the Bill to mandate Secretarial Audit for bigger companies.

New Clause 178A –

(1) Every company having a paid up share capital of rupees five crore or more or such other amount as may be prescribed by Central Government from time to time shall annex with its Board’s Report made in terms of sub-section (3) of section 120 ofthe Act, a Secretarial Audit Report given by a company secretary in practice in such form as may be prescribed.

(2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice for auditing the secretarial and other records of the company.

(3) The Board of directors, in their Report made in terms of sub-section (3) of section 120 of the Act, shall explain in full any qualification or observation or other remarks made by company secretary in practice in his report under sub-section(1)

(4) Where any default is made in complying with the provisions of this section, -

(a) the company and every officer who is in default shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees;

(b) The company secretary in practice who is in

default shall be punishable with fine which shall not be less than one lakh rupees but

which may extend to five lakh rupees.

5. Functions/Role of Company Secretary The functions of Company Secretaries to be provided.

New Clause 178C – The functions of Company Secretaries shall include :-

(a) to convene Board and general meetings, to attend the board and general meetings and maintain the record of the minutes of these meetings.

(b) to obtain approvals from the Board, general meetings, the Government and such other authorities as required under the provisions of this Act;

(d) to assist and advise the board in ensuring good corporate governance and in complying with the corporate governance requirements and good practice;

(e) to ensure that the company complies with the applicable secretarial standards.

Explanation – For the purpose of this clause, the term “Secretarial Standards” means Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Centra Government.”

Thanks...

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Tarun Kumar (student) (165 Points)
Replied 30 June 2011

Thanks a lot for providing this information.

Jigar A. Thakkar (Chartered Accountant) (99 Points)
Replied 30 June 2011

But it takes some time

ankur pandey (gorakhpur) (21 Points)
Replied 17 April 2012

Report on the Companies Bill, 2009 The recommendations contained in the Report on the Companies Bill, 2009 include the following with regard to the profession of Company Secretaries: 1. Annual Return (i) The following additional clause may be added in clause 82(1) “(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses/countries of incorporation/registration and percentage of shareholding held by them.” (ii) The suggestion for placing an obligation on the Company to provide every assistance to the Company Secretary in whole time practice to enable him to verify any record or information etc. in connection with certification of annual return of the company may be considered for inclusion in the clause. (iii) The Committee recommend that the new provision requiring return to be filed with Registrar, in case promoters’ stake changes beyond a limit, in order to provide audit trail of ownership may be duly incorporated in the Bill. (iv) The Committee recommend that any adverse remarks or qualification, made by the Company Secretary in whole-time practice, while certifying the annual return, should be necessarily explained for or commented upon in the Board’s report. 2. Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in sub-clause (3) of clause 120 shall state that – “(f) The directors had devised proper systems to ensure compliance with the provisions of this Act and rules made there under and that such systems were adequate and operating effectively” 3. Key Managerial Personnel The Committee is of the view that the proposal originally contained in the Bill in clause 178(1) regarding appointment of KMP may be retained with a view to providing flexibility to decide the threshold limit of companies which shall compulsorily have whole-time KMP. (i.e. every company belonging to such class or descriptttttion of companies as may be prescribed by therules shall be required to appoint all the three Key Managerial Personnel – Managing Director, Company Secretary and Chief Financial Officer). 4. Secretarial Audit Provisions to be included in the Bill to mandate Secretarial Audit for bigger companies. New Clause 178A – (1) Every company having a paid up share capital of rupees five crore or more or such other amount as may be prescribed by Central Government from time to time shall annex with its Board’s Report made in terms of sub-section (3) of section 120 ofthe Act, a Secretarial Audit Report given by a company secretary in practice in such form as may be prescribed. (2) It shall be the duty of the company to give all assistance and facilities to the company secretary in practice for auditing the secretarial and other records of the company. (3) The Board of directors, in their Report made in terms of sub-section (3) of section 120 of the Act, shall explain in full any qualification or observation or other remarks made by company secretary in practice in his report under sub-section(1) (4) Where any default is made in complying with the provisions of this section, - (a) the company and every officer who is in default shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees; (b) The company secretary in practice who is in default shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees. 5. Functions/Role of Company Secretary The functions of Company Secretaries to be provided. New Clause 178C – The functions of Company Secretaries shall include :- (a) to convene Board and general meetings, to attend the board and general meetings and maintain the record of the minutes of these meetings. (b) to obtain approvals from the Board, general meetings, the Government and such other authorities as required under the provisions of this Act; (c) to assist and advise the board in the conduct of the affairs of the company; (d) to assist and advise the board in ensuring good corporate governance and in complying with the corporate governance requirements and good practice; (e) to ensure that the company complies with the applicable secretarial standards. Explanation – For the purpose of this clause, the term “Secretarial Standards” means Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Centra Government.”