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Exercises · Q8

Q.State the functions of a company secretary as laid down in Section 205 of the Companies Act, 2013.

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The three statutory functions

Section 205 of the Companies Act, 2013 lays down the functions of a company secretary in three parts:

  1. Reporting to the Board — the company secretary must report to the Board of Directors on compliance with the provisions of the Companies Act, the rules made under it, and other laws applicable to the company. This makes the company secretary a designated internal compliance-reporting officer, not merely an administrative assistant to the Board.
  2. Ensuring compliance with Secretarial Standards — the company secretary must ensure the company complies with the applicable Secretarial Standards, which are standards on the conduct of Board and general meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.
  3. Such other duties as may be prescribed — including any duties the Board assigns from time to time and any further duties specified under the Act and the rules made under it.

What this means in practice

Taken together, these functions place the company secretary at the centre of a company's governance and compliance machinery: attending to statutory filings with the Registrar of Companies, certifying the annual return, ensuring notices, agendas and minutes for Board and general meetings meet the prescribed Secretarial Standards, and flagging compliance gaps to the Board before they become defaults.

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