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Question
Elaborate on the functions of the Company Secretary.
Solution
The functions of the Company Secretary may be divided into two types. They are:
- Statutory functions
- Non-Statutory functions
Statutory Functions: 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, for the activities of the company.
According to Companies Act 2013:
- To sign document and proceedings requiring authentication by the company
- To maintain share registers and register of directors and of contracts.
- TO give the notice to register for an increase in the share capital
- To send notice of a general meeting to every member of the company
- To prepare minutes of every general meeting and board meeting within 30 days
Non-Statutory Functions: The secretary has to discharge non-statutory functions in relation to directors, shareholders, and office and staff.
Functions in Relation to Directors: A company secretary acts under the full control of the board of directors and carries out the instructions of the directors.
The secretary will arrange board meetings issuing notice, and preparing the agenda of meetings, recording the attendance and minutes of meetings.
Functions in Relation to Shareholders: The company secretary must serve in the best interests of the shareholders.
He has to arrange the issue of allotment letters, call letters, letters of regret, share certificates, and share warrants to Shareholders.
Functions in Relation to Office and Staff: The secretary is responsible for the smooth functioning of the office work. He exercises overall supervision, control, and coordination of all clerical activities in the office.
