S. 2(24), Companies Act, 2013: Company Secretary as defined u/S. 2(1)(c), Company Secretaries Act, 1980 - "Company Secretary" means a person who is a member of the Institute.
Functions:
S. 205: a) to report to the Board about compliance with the provisions of the Companies Act, the rules made thereunder, and other laws applicable to the company.
b) To ensure that the company complies with the applicable secretarial standards (as issued by the Institute of Company Secretaries of India, u/S. 3 of the Company Secretaries Act, 1980 and approved by the Central Government).
c) To discharge such other duties as may be prescribed:
i) To provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers.
ii) To facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings.
iii) To obtain approvals from the Board, general meetings, the Government and such other authorities as required under the provisions of the Act.
iv) To represent before various regulators, Tribunal and other authorities under the Act in connection with discharge of various functions under the Act.
v) To assist the Board in the conduct of the affairs of the company.
vi) To assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices
vii) To discharge such other duties as may be assigned by the Board from time to time
viii) Such other duties as have been prescribed under the Act and the Rules.
S. 205(2): Provisions contained in S. 204 and S. 205 shall not affect the duties and functions of the BOD, the chairperson of the company, managing director or wholetime director under this Act, or any other law in force for the time being.
Role:
- Statutory officer (KMP)
- Co-ordinator - To maintain relationships with other functionaries including trade unions, shareholders, the government and the community.
- Administrative Officer - Principal duty of the secretary as an administrator is to ensure that the activities of a company are in conformity with the company's policy.
- Organizational administration
- Financial adminisgtration
- Office administration
- Personnel administration
- Properties administration
- Corporate records
- Personnel
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