Requirement of employing a company secretary

Whole time company secretary is required to be employed by a listed company and any other public company if its paid-up capital is Rs. 10,00,00,000 (ten crores) or more. A private company having its paid-up share capital worth 5,00,00,000 (five crores) or more must appoint a whole-time company secretary.

Under the Companies Act, 1956 if paid-up share capital is less than Rs. 10 crores, but Rs. 10 lakhs or more, then it shall obtain a compliance certificate from a Company Secretary and:

1. File it with the Registrar of Companies (“ROC“) in Form 66,
2. Annex it to the report of the Board of directors, and present it before members in the AGM

For a small company and a one person company, which does not have a company secretary, the annual report can be signed by the director(s) of the company.

Under Companies Act, 2013 all listed companies and the following categories of companies must file a secretarial audit report which has to be submitted along with the Board Report in Form No MR.3 to the Registrar of Companies.

1. a) a public company having a paid up capital of more than fifty crores or more, or,
2. b) a public company having a turnover of two hundred fifty crores rupees or more

 Requirement of audit

All companies are required to get their books of account audited. The report need to be prepared as per the accounting standards and according to Section 143 of the Companies Act, 2013..The accounting standards under the Companies Act, 2013 have not been notified (as of 15 April, 2014) and the Companies will have to follow the existing accounting standards.

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Essential statutory registers / books to be maintained under Companies Act, 2013

In addition to the books of accounts, registers of certain particulars that are prescribed under the Companies Act must be maintained by a company. Although the list of particulars provided below is enormous, in practical situations, there is a large register which is divided into many sections, and each section contains the details of the individual items listed below.

A Company Secretary (even if he is a part-time company secretary) or accountant of the company may provide assistance in maintaining the registers.

Note that some of the registers will only have to be maintained if the situation is applicable. For example, a register of debenture holders (Entry viii below) will only have to be maintained if the company actually has issued debentures. A complete list is provided below:

1. Books of Accounts
2. Cost Records
3. Proceedings of General & Board Meetings (Minutes)
4. Register & Index of Members
5. Register of Beneficial Owner
6. Register of Charges
7. Register of Contracts in which Directors are interested
8. Register of Debenture holders
9. Register of Directors and Key Managerial Personnel
10. Register of Directors’ Shareholding.
11. Register of Foreign Members
12. Register of Inter Corporate Loans & Investments.
13. Register of Investments not held by company in its own name
14. Register of Renewed & Duplicate Share Certificates
15. Register of Securities bought back
16. Register of Security holders
17. Register of loans, investments, guarantees and securities