Company Secretary Duties to Statutory, Board of Directors, Shareholders, Office, Staff, and Others

A company secretary has great duties and responsibilities so here we discuss the company secretary duties and responsibilities.

Company Secretary Duties and Responsibilities

The duties and responsibilities of the company secretary vary, due to the nature, size, and scope of the company. The following headings can describe the duties and responsibilities:

1. Statutory duties

The statutory duties are set by the company act and other related laws, which are:

  1. Comply with the rules of the company Act 1994; stamp Act and Income Tax Act.
  2. Sign the Annual Report.
  3. Maintenance of statutory books or different registers of the company.
  4. Preparation, validation, and filing of resolutions, agreements, documents, notices, and various returns with the company Registrar.
  5. Attending the meetings and recording their proceedings.
  6. Keep the common seal in safe custody.

2. Duties to the board of directors

The company secretary is the spokesperson of the board of directors and performs the below duties:

  1. Make sure that all actions of the board of directors are in accordance with the company’s memorandum and articles of association.
  2. Deal with the correspondence as per instruction from the directors.
  3. Provide necessary advice and information to the board to formulate company policy.
  4. Arrange board meetings, issue notice, and prepare the agenda of such meetings also recording the minutes and resolutions of the meeting.
  5. Draft the director’s report and present it in the annual general meeting in favor of the directors.

3. Duties towards shareholders

The company secretary acts as a link between the company and the shareholders. He executes the following duties to the shareholders:

  1. Circulate prospectus, invite and receive share application, issue allotment letter’ and share certificates and arrange, distribution of dividend warrants to the shareholders.
  2. Sending notice and agenda to the shareholders for their respective meetings and making arrangements to hold the meeting.
  3. Record the proceedings of the meeting in the minute’s book.
  4. Allowing shareholders to inspect various books and registers is permissible under the company Act 1994.
  5. Communicate the decisions of the board of directors to the shareholders and deal with the query and complaints of the shareholders.
  6. Protect (3%) the interest of the shareholders.

4. Duties towards the office and staff

The company secretary is a high profile administrative officer of the company and therefore he needs to:

  1. Supervise and coordinate the activity of various departments like the share department, correspondence department, accounts department, filings & recording department, etc.
  2. Act like a friend and guide to the staff and ensure equal opportunity for all.
  3. Handle queries and complaints of the staff.

5. Duties to the public

The Company Secretary is the principal officer who acts on behalf of the company. The company secretary should ensure:

  1. Supply of necessary information ‘to any public body or member as and when required by the Company Act or other relevant laws,
  2. The company is not involved in any anti-social affair.

6. Others

Besides the above duties and responsibilities, the Company secretary should be:

  1. Responsible and confident in the company.
  2. Maintaining secrecy of the company affairs and acting within the authority.
  3. Ensuring the legal interest of the company.
Company Secretary Duties
Company Secretary Duties and Responsibilities

The flow chart given above will give an idea of the company secretary’s duties and responsibilities at a glance. Click on the image for a large view.

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