DUTIES AND FUNCTIONS OF COMPANY SECRETARY The duties of .

a secretary vary from company to company, depending upon the nature on the business, size of the company and the powers enjoyed by and responsibilities entrusted with the secretary. The duties of a company secretary may be classified under the following broad heads: 1. Statutory duties 2. General Duties a. Duties in relation to directors b. Duties in relation to shareholders c. Duties to the Whole-time managerial Authority d. Duties towards organization and office e. Duties towards the employees f. Duties in relation to the public g. Miscellaneous Duties 1. STATUTORY DUTIES The statutory duties of a company secretary are those prescribed by the Companies Act or by any other legislation such as the Income Tax Act, Sales tax Act, Stamp Act, Employee state. Insurance Act, Industrial Disputes Acts, Contract Act, Monopolies and Restrictive Trade Practices Act, etc, This truly characterizes the company secretary that he is not only a servant of the company but also a servant of the law. The most important part of his statutory duties relates to the various provisions of the Companies Act are: 1. Maintenance of statutory, statistical, accounting books and registers of the company 2. Preparation, authentication and filling necessary documents with registrar of the company like, resolutions, agreements, returns and other documents. 3. Supervising the issue, allotment, transfer and forfeiture of share and debentures. 4. Attending to Board meetings, other meetings and recording their proceedings. 5. Safe Custody and proper use of the common seal of the company and use the seal where it is authorized by the articles or the Board of Directors. 6. To make correspondence on behalf of the company 7. To work in connection with day- to-day working of the company. 8. Allowing the member of the company to inspect the statutory books, and to make all necessary communication to its members.

 The Income-tax Act requires him to take steps for i. the deduction of income tax from dividends, interest and from salary of employees whose annual income is taxable ii. To file tax return with the income tax authorities. iii. To give answers to the questions put by the income-tax authorities concerning company returns. iv. To issue a certificate of income tax deducted to every share holder receiving dividend. Under the Stamp Act, he has to see that stamps of the requisite amount are affixed to every legal documents, share certificates, transfer forms etc., Under the Sales-tax Act, i. he has to arrange for timely submission of returns and payment of tax. ii. In addition, he has to comply with the provisions of any other Act, which is applicable to that particular company. For instance, a manufacturing company has to comply with the provisions of the Factories Act, the Industrial Disputes Act, Minimum Wages Act and other industrial laws. The secretary has to see that these provisions are complied with. 2. GENERAL DUTIES Duties in Relation to Directors: The Secretary acts as a guide to the board of directors. With a view to this the following are the duities of secretary in relation to Directors. He has to look after the correspondence with the director, Convene board meetings under the direction, of the managing director, Crepare minutes and execute the orders and instruction of the board. He has to advise the directors during the deliberations at the meeting regarding the provisions of various Acts. While the directors lay down the broad policies of the company at board meetings, the secretary interprets these policies. He communicates board decisions to the staff and shareholders and because of this, he is called the mouthpiece of the board of directors. The secretary has to keep the board posted with all developments relating to the activities of the company. He keeps the common seal of the company and uses it as directed by the board.

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 Duties in Relation to Shareholders. The secretary is also medium of communication between the company and shareholders and he has to follow the following duties towards shareholders. As the shareholders are the owners of the company, the secretary has to safeguard their interest and should attend to their enquires regarding payment of dividend, issues of share, etc., In dealing with shareholders the secretary has to be very tactful and, at the same time, be polite, friendly and helpful. He has to ensure that no confidential information of the company is made available to a section of the members, which may affect the interest of the company as a whole. . Further, he has to organize and supervise correspondence with shareholders with regard to the following: 1. Application and allotment of shares. 2. Calls of shares. 3. Forfeiture of shares. 4. Transfer and transmission of shares. 5. Distribution of dividend 6. Notice and circulars to .members 7. Meetings of shareholders 8. Inquiries and complaints from shareholders. Duties towards Organization and Office. The secretary is generally recognized as the head of the office of the company and has control over departments such as shares, record and filing, accounts and statistics. a. To organize, supervise and coordinate the office work of the company b. To supervise and coordinate the activities of various departments c. To use the time and labour saving devices. d. To see the recruitment, training, promotion etc. of the employees of the office. e. He should see that employees of the office are satisfied. Duties towards the employees: a. To let them know about the work done by them b. To have good behavior with the employees c. The secretary should make effort for the smooth running of the business of the company and see that the employees are satisfied with it.

 Duties to the whole time managetial Authority: 1. To organize and control the head office of the company properly and efficiently 2. To draft contracts to be entered into with vendors and with the underwriters and the share brokers 3. To act as a liaison officer between the managing director or manager and the directors, office staff, shareholders, debenture- holders and creditors 4. To maintain effective contract wit the office of the Registrar of companies, Regional Directors of the company Law Board, stock exchanges authorities, financial institution, banks, local Government, state government authorities and the press. 5. To keep the title deeds of the properties of the company and investments under safe custody. Duties in Relation to the Public. The secretary being in possession of all-important information about the various aspects of the company has to function a. To safeguard the interest of creditors, debenture holders etc. b. He has to be in touch with them and provide information that may be asked for. c. At the same time, he should take care to see that no confidential information is revealed to the public. Miscellaneous or other Duties: The other duties of a company secretary are: 1. 2. 3. 4. He should not act without authority He should discharge his duties honestly He should Exercise reasonable care & diligence He should Act in emergency very cautiously in the interest of the company 5. He should not leak out the secrets or confidential matters of the company either to the share holders or to the Public. 6. He should represent the company on social functions and also at many occasions. 7. To work very intelligently in various circumstances