Q.Describe the functions a Company Secretary performs towards the Board of Directors, the shareholders, and regulatory authorities.

Company secretary duties are best understood as running in three directions at once — upward, outward, and inward — rather than as one flat list.

Rather than memorising the duties of a Company Secretary as one undifferentiated list, it helps to organise them by the party each duty is ultimately owed to, since this is also how the rules under Section 205 present them in substance.

Towards the Board of Directors, the Company Secretary functions as the principal internal adviser on legal and procedural compliance. This includes reporting regularly on whether the company is meeting its obligations under the Companies Act and other applicable laws; convening Board and committee meetings, preparing and circulating the notice and agenda, and ensuring the meeting is conducted in accordance with the Act and the applicable Secretarial Standard; recording the proceedings faithfully in the minutes; and generally assisting the Board in matters connected with corporate governance, so that the directors can take business decisions with confidence that the procedural and legal groundwork has been properly attended to.

Towards the shareholders, the Company Secretary is responsible for organising general meetings — sending notices within the time and in the form the Act requires, ensuring proxies and resolutions are handled correctly, and recording the minutes of the meeting — and for maintaining the statutory registers and records that shareholders are entitled to inspect, such as the register of members and the register of directors' shareholding. The Company Secretary is also typically the point of contact for processing matters that directly affect shareholders' rights, such as the transfer, transmission, or dematerialisation of their shares, and for ensuring dividends, once declared, are paid within the time the Act allows. …