PROVISIONS REGARDING KMP (Part II)
A KMP is included within the meaning of “Officer in Default” under the Act.
Details regarding KMP, changes therein and therefore the remuneration paid to them are required to be disclosed within the Annual Return of the corporate .
Company is required to take care of a register of the KMPs at its registered office containing particulars which shall include the small print of securities held by each of them within the company or its holding, subsidiary, subsidiary of company’s company or associate companies.
A return of each appointment and alter in KMP has got to be filed with the ROC within 30 days of the appointment or the change because the case could also be .
The key managerial personnel shall have a right to be heard within the meetings of the Audit Committee when it considers the auditor’s report but shall not have the proper to vote.
Key Managerial Personnel are prohibited to form forward dealings and trading in securities of the corporate.
Section 2(24) of the Companies Act, 2013:
“Company secretary” or “secretary” means a corporation secretary as defined in 2(1) (c) of company Secretaries Act, 1980 who is appointed by a corporation to perform the functions of a company secretary under this Act.
According to clause (c) of Sub-section (1) of Section 2 of the corporate Secretaries Act, 1980, a corporation secretary means an individual who may be a member of the Institute of Company Secretaries of India.
A listed company and all the other company giving paid up share capital o f Rs. 5 crore or more shall have an entire time Company Secretary.
FUNCTIONS (SEC 205)
(a) To report back to the Board about compliance with the provisions of this Act, the principles made there under and other laws applicable to the company; (b) to make sure that the company complies with the applicable secretarial standards; (c) To discharge such other duties as could also be prescribed.
(a) Provide director guidance as they require.
(b) Authenticate the documents, proceedings and contracts.
(c) Appear before NLCT
(d) Facilitate the conveying of the meeting and attend the Board, committee and general meeting and maintain minutes.
(e) To represent before various regulators, Tribunals and other authorities.
(f) Assist the board in the conduct of affairs of the company
(g) Assist and advice the board in ensuring good Corporate governance
(h) Discharge such other duties as may be assigned
(i) He is often entrusted with additional duties like looking after legal matters, personnel matters, finance and sometime even general administration.
(j) Deal with tax administration of the company.
(k) Safeguard the company’s interest in property matter.
(l) Sign the share certificate and annual return
(m) Declaration regarding compliance with requirement of registration.
(n) Other duties as have been prescribed under the act.
Company Secretary has been defined as ‘Officer in default’ along side director , Manager and Whole time Director etc. Thus, he can be punished in respect of offences under Companies Act. He could also be held liable as Key Managerial Personnel also under various provisions of the Act.
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