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Question
Answer the following question:
Explain the role of the Company Secretary.
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Solution
A company secretary plays an important and crucial role in the administration of the company.
Role of Company Secretary:
(A) Secretary as a Statutory Officer:
(1) To sign documents and proceedings for authentication.
(2) To sign and authenticate annual returns and other documents and form of company and submit them to the Registrar of Companies (ROC).
(3) To maintain and update various statutory registers such as (a) Minutes of General and Board meetings of the company, (b) Register of Members and Register of Debenture holders, (c) Register of Directors and Key Managerial Personnel (KMP) and their shareholdings.
(4) To ensure necessary compliance of provisions of Companies Act and other Acts such as the Income Tax Act, 1961, SEBI Act 1992, Securities Contracts (Regulation) Act, 1956, etc.
(B) Secretary as a Co-coordinator Officer:
The Board of Directors as a supreme managerial authority decides and frames broad policies for the company. Effective Implementation of such policies is the duty of the company secretary. To achieve the target and implement the policy, a company secretary is required to perform the role of co-coordinator between the Board and executives at different levels.
(a) As an internal co-coordinator, a secretary is required to work as a network between the Board, the Managing Director, the chairperson on the one hand and the executives at different levels, trade unions and auditors on the other hand.
(b) As an external coordinator, a secretary is required to create a good relationship between company and shareholders, Government and public at large.
(C) Secretary as Administrative Officer:
(1) To ensure the implementation of the policies of the company.
(2) To supervise, coordinate, and control the functioning of various departments of the company.
(3) To have an overall view of different aspects of the company’s administration and develop a strong and efficient institutional set-up.
(4) To ensure systematic and proper recruitment, training, remuneration, promotion, etc. of the staff members.
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