Duties and Functions of a Company Secretary

Section 205 of the Companies Act, 2013 lays down the core statutory functions of the company secretary in three broad strokes: to report to the Board about compliance with the provisions of the Act, the rules made under it, and other laws applicable to the company; to ensure that the company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government; and to discharge such other duties as may be prescribed by the rules from time to time. Together these three limbs make the Company Secretary the company's principal internal compliance officer — the person whose job it is to know what the law currently requires of the company and to see that the requirement is actually met, not merely noted.

The rules framed under Section 205 spell this out into a working list of day-to-day duties that any student of company secretarial practice should be able to name: convening and attending meetings of the Board, its committees, and the general body of shareholders, and ensuring these meetings, and the resolutions passed at them, comply with the Act; preparing, circulating, and safely maintaining the minutes of every such meeting; obtaining the necessary approvals from the Board, shareholders, the Central Government, tribunals, or other authorities as required by the Act; representing the company before various regulators, tribunals, and other authorities in connection with the discharge of secretarial functions; assisting the Board in the conduct of the affairs of the company and in matters connected with corporate governance; and discharging the many transactional secretarial duties that arise routinely — allotment and transfer of shares, transmission of securities, dematerialisation, maintenance of statutory registers, and filing of returns and forms with the Registrar. Company secretary duties therefore span three directions at once: upward accountability to the Board, whom …