The duties and responsibilities of company secretaries vary widely depending on the size of the company and on the

form of organisation adopted. In a large company with a number of subsidiaries, there would necessarily be a large number of corporate legal problems and as such it would not be unusual to find that the secretarial function in such a company is to supply centralized legal services to the company with the secretary in charge of the company's legal department. On the other band, in a small company the secretary would probably be much more involved in the company's day to day administration. Speaking generally the duties of a company secretary may be classified under the following broad categories: (1) Duties towards the company. (2) Duties to the directors. (3) Duties to the whole-time managerial authority. (4) Duties to the shareholders and the public. (5) Duties towards the office and the staff. (6) Other duties. (1) Duties towards the company : The Companies Act does not specifically lay down the duties of a company secretary except under certain Sections. For example, he is required; (a) to make the 'statutory declaration' for obtaining the 'certificate of commencement of business' [Sec. 149 (1) (d)]; (b) to sign the Annual Return [Sec. 161 (I)]; (c) to sign every balance-sheet and every profit and loss account in the case non-banking companies [Sec. 215 (1) (ii)]. The secretary's duties towards the company (generally referred as his statutory duties) may at best be inferred in the context of his pivotal role in the management system of a company. By implication a company secretary is responsible for performing many of the jobs that the Companies Act requires of companies and for which fines are possible for default. These include the filing of a number of returns, documents and notices with the Registrar of Companies. Examples are filing the return as to allotments (Sec. 75), filing the Annual Return (Secs. 159-160), delivering particulars of mortgages and charges for registration (Secs. 127 and 134), notifying the Registrar of alterations to the share capital (Secs. 95 and 97). Likewise the company secretary is impliedly required to maintain several .'statutory and statistical' books such as Register of Members (Sec. 150), Register of Debenture-holders (Sec. 152), Register of Investments (Sec. 49), Register of Charges (Sec. 143), Register of Directors (Sec. 303), Books containing the minutes of Directors' and Shareholders' meetings (Sec. 193). Besides the Companies Act, the Indian Stamp Act, the Income-tax Act and other allied Acts also impose certain obligations on the company's secretary. In fact, a company

bear necessary stamps required under the Act. (v) To maintain all important correspondence. he is required to see that every legal document. (iv) To work according to the instructions of the Directors. the secretary is required to see that proper tax is deducted from the salaries of the employees of the company and from dividends and interest. (iii) To issue notices and prepare the agenda for the Board of Directors meetings. and will ensure by his advice that no policy shall be adopted that will antagonise the one or offend others. Under the Indian Stamp Act. He must see that the undertaking of the company is registered with the Central Government under Section 26 of the MRTP Act. He acts as the confidential clerk and mouthpiece of the Board oil Directors. He must also see that every such agreement made by the company is sent for registration which comes within the categories of agreements relating to restrictive trade practices as per Section 33 and which must be registered with the Registrar of Restrictive Trade Agreements in accordance with Section 12 of the MRTP Act.secretary is the custodian of the company's legality. files and records for the perusal of Director. Under the Income-Tax Act. arrange for these meetings. Further. if it is a large scale undertaking with assets exceeding Rs twenty crores. His duties in relation to the directors may briefly be stated as follows: (i) To ensure that the junctions of the Board of Directors are in compliance with the provisions of Law and the Company's Memorandum and Articles. (ii) To deal with all correspondence in which the directors are interested. . keep the proceedings and maintain the Minutes Book. share certificate. transfer forms. He must also see that a certificate of income-tax deducted at source is furnished to every shareholder receiving dividend and to every debenture-holder receiving interest along with the dividend warrants and interest warrants respectively. (vi) To draft the Directors Reports. or if it is an undertaking dominant in a particular field of activity and has assets of over Rs one crore either singly or together with its interconnected undertakings. and that 'Income-tax Return' as required by law is filed with the Income-tax authorities. (2) Duties to the directors : The secretary is the liaison officer between Directors and the staff and outside persons dealing with the company. mortgages and charges. the secretary also required to see that the provisions of the Foreign Exchange Regulation Act and the Monopolies and Restrictive Trade Practices (MRTP) Act are being duly complied with. etc. Duties under MRTP Act : A company secretary must be thoroughly conversant with the provisions of the MRTP Act with a view to get acquainted with monopolistic trade practices and restrictive trade practices and make an effort to avoid then and keep on the right side of the law. whether singly or collectively along with its interconnected undertakings.

shareholders and creditors. creditors and debenture-holders. and also with under-writers and share brokers. he is to keep the management informed of the current and future socioeconomic changes and give timely advice to it on the type of policies to be pursued by the company to meet the changes. (iv) To keep the proceedings of all meetings. incorporate them in the Minutes Book. (iv) To keep the title deeds of the company's properties and investments under safe custody (v) To submit all 'statutory' returns' in time. (ii) To deal with all correspondence between the company and the shareholder and look into their grievances and complaints. creditors and debenture-holders. He is meant to be a watch-dog of shareholders. members. to arrange for the payment of dividend and interest thereon respectively. the main duties of a company secretary in relation to such managerial personnel are : (i) To organise and control the 'head office' of the company efficiently. A company secretary must consciously work to do as much good as possible to the various segments of society who are affected by the activities of the company. For example. He must ensure that the company does not indulge in antisocial activities. Annual General Meeting and all other meetings of shareholders. through the secretary. if any. He is the only principal officer of the company who is to render meaningful advice to the top management on the nature of response expected of the organisation to environmental and other factors. (iii) To issue Notices and Agendas of the Statutory Meeting. Social responsibility : Being the local point of contact between the company and the outside and the outside world. (4) Duties to the shareholders and the public : A company or its directors come into contact with the shareholders. His more important duties in relation to members and creditors are enumerated below: (i) To do all the necessary things associated with shares and debentures: to issue a prospectus to invite applications for the subscription of shares and debentures and arranging for their allotment. (iii) To officer between the managing director or manager and the directors. a company secretary is to discharge his social responsibility as a public servant. to issue share certificates and debentures to handle their transfer and transmission.(3) Duties to the whole-time managerial authority : If a company is managed by the Managing Director(s) or a Manager. etc. . staff. (ii) To draft contracts with the vendors. he present in the meetings and help the chairman in conducting the affairs of a meeting. of the public and in fact the entire society.

the Income Tax Act. (1) Statutory liabilities : A reference has already been made (under the heading Duties of a Company Secretary towards the Company) to the obligations imposed on the company secretary. The liabilities of a company secretary. a few statutory liabilities of the company secretary under different Sections of the Companies Act are listed below: (a) Sections 39 : for failure to send copies of Memorandum and Articles. philosopher and guide of the* staff. may be studied under two leads: (1) Statutory liabilities. It is the secretary’s duty to see that these departments are properly organised. etc. All the heads of various departments into which office is organised viz. (6) Other duties : The miscellaneous duties of a company secretary may be summarised as follows: (i) To represent the company on social functions. however. He must act as a friend. Obviously. the Monopolies and Restrictive Trade Practices Act. etc. (iv) To performs his duties honestly and diligently. 500. (d) Section 165 : for default in holding the statutory meeting and filing the statutory report fine up to Rs. supervised. 500 for every day during which the default continues. coordinated and adequately staffed. He must have sympathy and a strong true sense of justice towards his staff.(5) Duties towards the office and the staff : The company secretary is the Executive Head at the registered office of the company and is solely responsible to the Managing Director or Manager and the Directors for the smooth running of office work. since these are the qualities required for the smooth control and management of a staff and for securing its willing cooperation. (b) Section 75 : for failure of file with the Registrar a return of the allotments of shares within thirty days after the allotment— fine up to Rs. correspondences department. the Income-Tax Act. . being the chief administrative officer of the company under the Companies Art. the company secretary is the pivot around which the whole corporate machinery revolves... The specific punishments prescribed by the Companies Act have been dealt with at the appropriate places in the text. to members within seven days of the requirement— fine upto Rs 50 for each offence. (ii) To act in an emergency very cautiously in the best interests of the company (iii) To act with authority and maintain secrecy of confidential matters. the share department. For the sake of example. (c) Section 150 : for failure to maintain register of members with prescribed particulars – fine up to Rs. In fact. filling and records department. and (2) Contractual liabilities. accounts department are directly responsible to the secretary. failure to perform the duties entrusted to him under the various Acts exposes the company secretary to penalties and imprisonments. 50 for every day during which the default continues.

etc. A reference to the obligations of the company secretary under the Indian Stamp Act. in good faith. (g) Section 307 : for failure to maintain a register of directors' shareholdings with prescribed particulars -fine up to Rs. for any loss suffered by the company or any third party on account of his action.000 and also a future fine up to Rs 20 for every day during which the default continues. a further fine up to Rs. has already been made. (2) Contractual liabilities : A company secretary has also certain liabilities arising out of his contract of service with the company. he incurs no personal liability. bona fide and take reasonable care in the discharge of his duties. However..(e) Section 168 : for default in holding the annual general meeting of the company— fine up to Rs 500 and in the case of a continuing default. 5. with prescribed particulars fine up to Rs 50 for every day during which the default continues. . (f) Section 303 : for failure to maintain register of directors etc. He also becomes personally liable if he acts beyond his authority.. the Income-Tax Act. or misconduct or fraud committed within the course of his employment. his authority. 250 for every day after the first during which such default continues. So long as he acts within the scope of. But hg will be held personally liable to make good the loss to the company for willful negligence. he is not liable for fraud committed by his assistants unless his connivance is proved.

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