Secretarial Practice · Ch 3 — Issue of Shares
Duties of a Secretary in the Issue of Shares
Duties of a Secretary in the Issue of Shares
The Company Secretary sits at the operational centre of every issue of shares a company makes, coordinating the legal, financial and administrative threads that run through the whole exercise from the Board's very first decision to the last statutory return filed afterwards. A Std 12 Secretarial Practice student should be able to state this role as a connected sequence of duties, not a random list.
Before the issue opens, the Secretary advises the Board on the legal and procedural requirements attaching to whichever method of issue has been chosen, and drafts the Board resolution by which the company formally decides to raise capital. The Secretary then coordinates the appointment of every external party the issue needs — merchant bankers, underwriters, the registrar to the issue, bankers to the issue, and legal advisors for a public issue; a registered valuer for a preferential allotment or a sweat equity issue — and, for a public issue, drafts and vets the prospectus itself, ensuring every statutorily required disclosure is genuinely present, before arranging its filing with SEBI, the stock exchanges and the Registrar of Companies. …