SEBI has given a good recognition to the Company Secretaries. Discuss this statement in light of SEBI Regulations 2015.
CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · June 2021
SEBI has given a good recognition to the Company Secretaries. Discuss this statement in light of SEBI Regulations 2015.
Answer & Explanation:
The SEBI has recognized the significant role played by a Company Secretary as a Governance Professional under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recognized the role to be played by a Company Secretary under various provisions of such Regulations, which are mentioned below: Regulation 6 provides that every listed entity shall appoint a qualified company secretary as the compliance officer. Regulation 7 (3) requires that the listed entity shall submit a compliance certificate duly signed by Company Secretary and authorised representative of the share transfer agent certifying that all activities in relation to physical and electronic share transfers facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the SEBI. Recognition as Senior Management under Regulation 16. Company Secretary is treated as Key Managerial Personnel under Regulation 2(1)(o). Regulation 24A mandates that every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit and shall annex with its Annual Report, a Secretarial Audit Report, given by a Company Secretary in Practice. Regulation 40 (9) requires that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practising Company Secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies. Regulation 40(2) provides that a listed entity may delegate the power of transfer of securities to a committee or to compliance officer or to the registrar to an issue and/or share transfer agent(s). Schedule V of the Regulation requires compliance certificate from either the auditors or practising Company Secretaries regarding compliance of conditions of corporate governance to be annexed with the directors' report. As per Schedule V of the Regulation, a certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as Directors of Companies by SEBI/ Ministry of Corporate Affairs or any such Statutory Authority.
Topics: Company Secretary
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