The Chief Financial Officer of a listed company be appointed as its Compliance Officer. Comment.

CS Executive · Company Law · PYQS · June 2023
The Chief Financial Officer of a listed company be appointed as its Compliance Officer. Comment.

Answer & Explanation:

i) According to Section 203 of the Companies Act, 2013, the functions of the company secretary, inter alia, shall include - a. Reporting to the Board of Directors (BOD) of the company compliance with the Rules made under the Act and other applicable laws. b. To ensure that the company complies with applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government. ii) On the other hand, according to Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed company shall appoint a qualified company secretary as the compliance officer of the listed company. He shall be responsible for- a. Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit b. Co-ordination with and reporting to the SEBI, Stock Exchanges and depositors on compliance with applicable rules, regulations and directions of the Authorities. Ensuring that the listed entity has followed correct procedures resulting in correctness, authenticity and comprehensiveness of publicly available information, statements and reports filed by the listed entity under these regulations. c. monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors. iii) Thus, the compliance officer should be a duly qualified company secretary in employment of the listed company. According to Rule 8 of Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, a company with a paid-up capital of rupees ten crore or more is required to appoint a company secretary. iv) On the other hand, only a listed company is mandated to appoint a qualified company secretary in its employment as its compliance officer. Hence, unless the CFO is also a qualified company secretary, he cannot be appointed as the compliance officer of the listed entity.

Topics: Compliance Officer

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