Functions/ Duties of Company Secretary
Functions of the Company Secretary may be discussed under two headings:
(i) Statutory Functions or Duties and (ii) Non-statutory Functions or Duties.
As the principal officer of the company, the secretary must observe all the legal formalities in respect of the provisions of the Companies Act and other laws (e.g., Income-tax Act, Stamp Act, Sales-tax Acts, etc.) which have a bearing on the activities of the company.
(i) To sign document and proceedings requiring authentication by the company
(ii) To maintaining share registers and register of Directors and of contracts
(iii) To give notice to register for increase in the share capital
(iv) To deliver share certificate of allotment within 2 months after transfer
(v) To sign and send annual return
(vi) To make a statutory declaration for receiving certificate of commencement of business
(vii) To send notice of general meeting to every member of the company
(viii) To make statutory books
(ix) To prepare minutes of every general meeting and board meeting within 30 days
(x) To file a resolution with the registrar
(xi) To assist in preparing the statement of affairs in a winding up
Under the Income-tax Act: He is responsible for deduction of requisite income tax from salaries of employees, dividends and interests payable. He has to ensure that the tax deducted is deposited at government treasury. Secretary has to submit and verify various forms for timely filing of income tax returns to the authorities in accordance with the law. He has to see that the certificate of Tax Deducted at Source (TDS) is issued to every employees and shareholders.
Under Indian Stamp Act: The company secretary has to ensure that whether proper
stamps are affixed on the company’s documents like letter of allotment and share certificate or not. He is also complying with Minimum Wages Act, Industrial Disputes Act, Employee State Insurance Act etc.
Under the Sales-Tax Act: He must ensure timely submission of tax returns to the Sales-tax authorities and payment of tax.
Under Other Acts: He must see that the provisions of any other Act applicable to the company, e.g., Foreign Exchange Regulation Act, Industries (Development and Regulation) Act, and Rules, are also complied with. Where the company is carrying on manufacturing business, he must also comply with the provisions of the Factories Act, Payment of Wages Act, Industrial Disputes Act and other labour laws.
Secretary has to discharge non-statutory functions in relation to directors, shareholders and office and staff. These functions are briefly mentioned.
(1) Functions as agent of directors;
(2) Functions towards shareholders;
(3) Functions towards office and staff.
A company secretary acts under the full control of the board of directors and carry out the instructions of the directors. The secretary provides necessary advice and information to the board to formulate company policy and arrive at decisions. It is the secretary’s duty to implement the decisions taken by the board of directors.
The duties of the secretary includes arranging board meetings, issuing notice and preparing agenda of such meetings, recording the attendance of the directors and the minutes and resolutions of the meeting in consultation with the Chairman. He maintains all important correspondence, files, documents and records in the board office.
The company secretary must serve in the best interests of the shareholders. He also must safeguard the shareholders’ interest. Under the Companies Act 2013, secretary should act as link between the board of directors and the shareholders and also ensure that the shareholder’s rights are violated. He has to arrange the issue allotment letters, call letters, letters of regret, share certificates, share warrants to Shareholders. Besides he has to issue notices and agenda of all meeting of shareholders and also send replies to the inquiries and complaints of the shareholders on behalf of the board of directors.
The Secretary is the kingpin of the wholecorporate machinery. He is responsible for smooth functioning of the office work. He exercises an overall supervision, control and co-ordination of all clerical activities in the office.