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Monday, January 7, 2008

What are the statutory duties of a company secretary?

What are the statutory duties of a company secretary?
A secretary is to perform duties which are required to be performed by him under the Companies Act. Besides he can also perform other administrative and ministerial duties which are entrusted to him. The actual duties to be performed by a company secretary vary with the type of business, the size of company and his status in the administrative set-up. The company secretary is required to comply with the various requirements of the Companies Act such as filing the documents and returns, maintaining the statutory books, etc.
In a small-sized company, the secretary attends to all routine duties including
maintaining accounts. But in a very big company having crores of rupees of share
capital, the routine work like accounting, correspondence, etc., is entrusted to different departments and the secretary is required only to co-ordinate the working of various departments. Sometimes, the Board of Directors may assign some managerial duties to the secretary. The secretary has even been placed as a director on the Board by some companies. It is in this context the statement that the “post of the secretary is wht the company and the individual make of it” seems very true. In modem times, :’1 large-sized companies, the secretary occupies a pivotal position in the administration of the company.
Nowa company secretary is not considered as a mere clerk but is an important officer along with directors, etc. As per Section 5 of the Companies Act, a company secretary is now included as “an officer in default” along with other managerial personnel, and he shall be liable for not complying with the requirements of the Act.
Statutory Duties
As the principal officer of the company the company secretary is responsible for complying with the various provisions of the Companies Act and other laws of the country. Some of the important statutory duties of a company secretary under the Companies Act are as follows:
(i) To verify and sign any document or proceedings requiring authentication by
the company
(ii) To deliver for registration returns of allotment and contracts relating to
allotment of shares for consideration other than cash
(iii) To give notice to the Registrar for increase of share capital
(iv) To deliver the share certificates within three months of allotment or within two months of registration of transfer
(v) To make entries in the register of members on issue of share warrants
(vi) To make available trust deed for inspection to every member or debenture
holder ‘on their request within seven days of rquest and on payment of prescribed
(vii) To deliver for registration to the Registrar particulars of mortgages and charges
(viii) To get painted or affixed the name or name plate of the company outside
every office or the place of its business, to get it printed on documents of the
company and to get it engraved on the seal of the company
(ix) To make the statutory declaration for obtaining the certificate of commencement of business
(x) To sign the annual return and certify the documents annexed thereto
(xi) To make available forinspection and furnish copies of the register of members
(xii) To send notices of general meetings to members as well as of Board.meetings to
(xiii) To file resolutions and agreements requiring registration with the Registrar
(xiv) To record the minutes of the proceedings of every general meeting and of
every meeting of the Board of Directors within thirty days of the conclusion of every such meeting
(xv) To make available for inspection the minutes book of general meetings
(xvi) To make available for inspection the register of directors
(xvii) To maintain statutory books like register of investments held by the company
in the name of its nominee register of charges, register of members , index of members , register of cOntracts in which directors are interested , register of directors, manager and secretary
, and register of directors’ shareholdings .

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