Notes On Duties Of Company Secretary Towards The Company Shareholders Directors And Public:

           The quantum of duties of a Company Secretary depends upon the size of the company and the nature of the business. The duties performed by a Company Secretary can be classified into four broad heads:

Duties Towards The Company:

           The bulk of the duties of a Company Secretary are connected towards the company that he is working for. He has to comply with all the provision of the Companies Act.

           The following are the duties of the Company Secretary towards the company.

  1. To maintain a Register of Investment held by the company in the name of its nominee
  2. To sign any document that requires authentication by the company
  3. To deliver for registration return of the allotment.
  4. To give notice of increase in share capital or of members registration
  5. To deliver share certificates within three months of allotment or within two months of registration or transfer.
  6. To make entries in the Register of Members on issue of share warrants
  7. To maintain Register of Members
  8. To maintain Index of Members
  9. To maintain Register and Index of registered debenture holders
  10. To sign the annual return of the company
Duties Towards The Shareholders And Public:

           The Company Secretary must serve in the best interest of the share holder. As a link between the Board and the shareholders, he communicates the decisions of the Board to the shareholders. He also replies the queries and complains of the shareholders on behalf of the board.

           The duties of the Company Secretary towards the shareholders are as follows:

  1. Convening meetings of the company.
  2. Maintaining records of the meeting
  3. Issuing letters of allotment, calls etc
  4. Registering Transfers
  5. Issue of share certificates
  6. Arranging payment of dividends etc

           He must also see that no secrets or confidential informations of the company are divulged which may pre-judge the interest of the company.

Duties Towards The Directors:

           In the eyes of the law, a secretary is an employee of the company under the full control of the Directors. He can exercise only those powers which are delegated to him by the Directors either expressed or implied.

           The Directors formulate the policies of the company and the secretary helps in formulating these policies and as an agent of the Directors, he should implement and execute those polices.

           It is also the duty of the Directors to convey the meeting of the Board of Directors, issue notices, formulate agenda of such meeting in consultation with the Directors and record the proceedings of the meetings.

           To conclude, it can be rightly said the Director is the mouth piece of the company.

Duties Of The Secretary Towards Statutory Meeting:

           The duties of the Secretary towards the Statutory Meeting of the company are as follows:

Duties Of The Secretary Before The Meeting:
  1. The Secretary prepares the statutory report in Form Number 22 and submit the draft of the statutory report in front the Directors for their approval.
  2. The Secretary must see that the auditors of the company have certified the statutory report and after obtaining the signature of the auditor, the secretary calls for the board meeting and submit the report to the board for signing.
  3. After obtaining the approval of the statutory report, the secretary must get the report printed at least 24 days before the date of the meeting. He must also see to it that the copy of the report is forwarded to every member of the company.
  4. The secretary must file a copy of the statutory report with the Registrar immediately after dispatching it to the member.
  5. The Secretary must chalk out the agenda of the meeting with the consultation of the Chairman.
  6. The Secretary must prepare a complete list with the name and address of the members and the number of shares held by them.
  7. The secretary has to supervise and see that proper sitting arrangements have been made for the members attending the meeting.
Duties of the Secretary at the Meeting:
  1. To secure the attendance of the members before commencement of the meeting.
  2. To ascertain the requisite quorum of the meeting.
  3. To read out the notice convening the meeting
  4. To read out the statutory report at the meeting
  5. To make a record the proceeding and supply necessary if the chairman direct to do so.
Duties of the Secretary after the Meeting:
  1. To prepare the minutes at the proceedings at the meetings
  2. To point out the minutes at the minutes book
  3. To get the minutes approved by the chairman and signed by him within 30 days of the meeting.
  4. Carry out the instruction of the board if any, arising out of the meeting.