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:
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(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)];
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(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 secretary is the custodian of the company’s legality. Under the Indian Stamp Act, he is required to see that every legal document, share certificate, transfer forms, mortgages and charges, etc. bear necessary stamps required under the Act. Under the Income-Tax Act, 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, and that ‘Income-tax Return’ as required by law is filed with the Income-tax authorities.
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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. Further, 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.
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. He must see that the undertaking of the company is registered with the Central Government under Section 26 of the MRTP Act, if it is a large scale undertaking with assets exceeding Rs twenty crores, whether singly or collectively along with its interconnected undertakings, 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.
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.
(2) Duties to the directors :
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The secretary is the liaison officer between Directors and the staff and outside persons dealing with the company, and will ensure by his advice that no policy shall be adopted that will antagonise the one or offend others. He acts as the confidential clerk and mouthpiece of the Board oil Directors. 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.
(iii) To issue notices and prepare the agenda for the Board of Directors meetings, arrange for these meetings, keep the proceedings and maintain the Minutes Book.
(iv) To work according to the instructions of the Directors.
(v) To maintain all important correspondence, files and records for the perusal of Director.
(vi) To draft the Directors Reports.
(3) Duties to the whole-time managerial authority :
If a company is managed by the Managing Director(s) or a Manager, 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.
(ii) To draft contracts with the vendors, if any, and also with under-writers and share brokers.
(iii) To officer between the managing director or manager and the directors, staff, shareholders and creditors.
(iv) To keep the title deeds of the company’s properties and investments under safe custody
(v) To submit all ‘statutory’ returns’ in time.
(4) Duties to the shareholders and the public :
A company or its directors come into contact with the shareholders, creditors and debenture-holders, etc. through the secretary. 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, to issue share certificates and debentures to handle their transfer and transmission, to arrange for the payment of dividend and interest thereon respectively.
(ii) To deal with all correspondence between the company and the shareholder and look into their grievances and complaints.
(iii) To issue Notices and Agendas of the Statutory Meeting, Annual General Meeting and all other meetings of shareholders, creditors and debenture-holders.
(iv) To keep the proceedings of all meetings, incorporate them in the Minutes Book, he present in the meetings and help the chairman in conducting the affairs of a meeting.
Social responsibility :
Being the local point of contact between the company and the outside and the outside world, a company secretary is to discharge his social responsibility as a public servant. He is meant to be a watch-dog of shareholders, members, of the public and in fact the entire society. 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.
For example, he is to keep the management informed of the current and future socio-economic changes and give timely advice to it on the type of policies to be pursued by the company to meet the changes. 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. He must ensure that the company does not indulge in anti-social activities.
(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. In fact, the company secretary is the pivot around which the whole corporate machinery revolves. All the heads of various departments into which office is organised viz., the share department, correspondences department, filling and records department, accounts department are directly responsible to the secretary.
It is the secretary’s duty to see that these departments are properly organised, supervised, coordinated and adequately staffed. He must act as a friend, philosopher and guide of the* staff. He must have sympathy and a strong true sense of justice towards his staff, since these are the qualities required for the smooth control and management of a staff and for securing its willing cooperation.
(6) Other duties :
The miscellaneous duties of a company secretary may be summarised as follows:
(i) To represent the company on social functions.
(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.
(iv) To performs his duties honestly and diligently.