Role and Duties of the Secretary — Before, During and After a Meeting

The Secretary as the Meeting's Organiser

Whatever kind of meeting is being held — Board, Committee, creditors', or debenture-holders' — it is almost always the Company Secretary who does the practical work of making it happen correctly under the law. This work naturally falls into three stages: before the meeting, during the meeting, and after the meeting.

Duties Before the Meeting

• Ascertaining the date, time and venue of the meeting in consultation with the Chairperson (and, for a Board Meeting, in a way that respects the statutory notice period).
• Preparing and issuing the notice of the meeting to every person entitled to attend, within the time limit the law prescribes for that kind of meeting, and by a valid mode (hand delivery, post, or electronic means).
• Preparing the agenda in consultation with the Chairperson — the ordered list of business items to be transacted — and circulating it along with (or as part of) the notice, together with any supporting papers (financial statements, reports, draft resolutions) the attendees will need to make an informed decision.
• Arranging the venue and all logistics — seating, any equipment needed, and, where relevant, confirming attendance/proxies in advance.
• Checking that the quorum requirement for that class of meeting is likely to be met, and following up with members/directors if attendance looks doubtful.

Duties During the Meeting

• Confirming and recording the quorum at the start of the meeting, since business transacted without quorum has no legal validity.
• Assisting the Chairperson in conducting the meeting strictly according to the agenda, and in maintaining order and following the correct procedure for moving, seconding, discussing, and putting each resolution to a vote.
• Taking accurate notes of the discussion, the decisions reached, and the exact wording of every resolution passed, including the result of any vote taken.
• Advising on procedure — for example, on whether a particular resolution needs to be passed as an ordinary or a special resolution, or on a director's disclosure of interest — since the Secretary is expected to be the meeting's expert on correct procedure.

Duties After the Meeting

• Drafting the minutes of the meeting from the notes taken, in the form the Companies Act, 2013 requires (Section 118), and getting them recorded in the company's minute book within the statutory time limit.
• Obtaining the Chairperson's signature on the minutes, confirming them as an accurate record of the proceedings. …