Duties of Company Secretary

Every company aspires for high calibre professionals who can efficiently work towards generating maximum profits. Keeping this approach in mind, a Company Secretary is delegated to work at various management levels ensuring corporate governance and smooth administration of the company. Being a multidisciplinary profession, there are various duties of a Company Secretary that are required to be performed in a legal and justified manner. This article will provide you with the key details of the job profile of a Company Secretary and the essential roles and responsibilities that are integral to the smooth functioning of an organisation.

Skillset of Company Secretary

In order to understand the duties of a Company Secretary, it is also important to know about the skillset required to be a good company secretary. 

• Multi-tasking and Time Management
• Competent with numbers
• Strong communication skills
• English should be his or her strength 
• Expertise in Company Law
• Should be a meticulous planner

Appointment and Removal of Company Secretary  

The appointment of the company secretary is done keeping in mind the articles of association of the company. The main duty of the appointment is on the shoulders of the board of directors. The contract of employment of the company secretary is an important document in the process of employment of the company secretary. If there is any change of details in the company secretaries employment or removal, it must be filled in at the Company’s house within 14 days of the event. 

Authority of Secretary to Enter into Company Contracts

The company secretary has the ‘ostensible authority’ from the directors of the company to enter into a contract on behalf of the company. This can be as simple as, for example, ordering stationary. In such cases, the company secretary is not required to seek the permission of the Directors of the company. At the same time, such authorities are not extended to matters which are managerial in nature. There are two important points to be kept in mind:

• As long as the company secretary is acting within the limits of the scope of his authority (implied, actual or ostensible) his actions will always bind the company. 
• In a situation where the company secretary acts outside the scope of his authority, he would be personally liable to any third party he has entered into a contract with and be liable to the company for breach of authority. 

The Evolving Duties of Company Secretary

The conventional role of a Company Secretary is heavily slanted towards ensuring regulatory compliance and administration of corporate records. However, in an era where technology is deeply embedded in every organisation’s financial and operational DNA, it becomes essential for a Company Secretary to work in a 360-degree environment. With the growing responsibilities and duties of the Company Secretary, this corporate professional is also viewed as a valued advisor to the Board of Directors for ensuring corporate governance.

Type of Duties 

The duties of a company secretary can be divided into sections. They are mentioned below.

• Statutory Duties

The statutory duties of a company secretary include the duties imposed on him via the Companies Act. Only a few are carried out by him, the rest are an amalgamation of tasks carried out between the director and the company secretary. These include the following.

1. Signing the annual return 
2. Ensuring that the requirements of the Companies Act are complied with
3. Signing and completing a form of application to register a business name of the company
4. Writing down the statement of affairs

• Duty of Disclosure

The company secretary is under the obligation to disclose certain information for the purpose of inclusion in the register of the director and secretaries’ interests. 

• Duty to exercise skill, care and diligence

One of the most important duties of the company secretary includes practising extreme care, skill and diligence in the performance of his duties. If there is any negligence on his part, he will be held liable for any loss incurred. 

• Administrative Duties

The company secretary has several administrative duties to perform. They are listed below. 

1. Communicating with the company shareholders
2. Maintaining the statutory registers
3. Preparing and issuing the notice board and general meetings
4. Making sure that the decisions taken by the board are communicated properly and complied with
5. Keeping safe custody of the company seal

Corporate Governance and Secretarial Duties

A Company Secretary plays a crucial role in advising upon good governance practices and compliance with corporate governance norms. These standards and guidelines are mentioned under various corporate, business and security laws. Other than this, mentioned below is a list of secretarial responsibilities that are undertaken by a Company Secretary:

• Formation, incorporation and promotion of matters related to the company.
• Filing and registering any document or form on behalf of the company as an authorized representative.
• Maintaining and preserving secretarial records, statutory registers and books.
• Arranging a general or board meeting and preparing the minutes of the meeting.
• Tasks related to shares including transfer and transmission.

Related Read: How to Pursue CA After Graduation

Maintaining the Company’s Statutory Registers

One of the most important duties of a company secretary involves being familiar with the various registers of the company he/she is employed in. Any company needs to maintain and keep a record of several registers which include the following:

• Register of people with control
• Register of members
• Register of charges
• Register of Directors residential address
• Register of interests in shares
• Records of shareholder and director meetings

If the company secretary fails to update and maintain these registers with precision, it can lead to disastrous consequences. 

Corporate Laws Advisory and Representation

A Company Secretary is entitled to an advisory role in order to help companies on compliance with legal and procedural aspects, particularly under the following laws:

• Labour and Industries
• Foreign Exchange Management 
• Foreign Collaborations and Joint Ventures
• Consumer Protection
• Depositories
• Environment and Pollution Control
• Co-operative Societies
• Setting up Subsidiaries Abroad
• Mergers and Amalgamations and Strategic Alliance
• Drafting of Legal Documents
• Competition Policy and Anti-Competitive Practices
• IPR (Intellectual Property Rights) 
• Protection, Management, Valuation and Audit

Moreover, Company Secretaries represent their company or its key personnel in the following domains:

• Competition Commission
• National Company Law Tribunal
• Securities Appellate Tribunal
• Telecom Disputes Settlement and Appellate Tribunal
• Company Law Board
• Registrar of Companies
• Consumer Forums
• Tax Authorities

Some other arbitration and conciliation duties include the following:

• Drafting of clause, arbitration or conciliation agreement.
• Advising on negotiation and conciliation in commercial disputes between parties.
• Acting as an arbitrator or conciliator in domestic as well as international commercial disagreements.

Duties of Company Secretary in Financial Markets

When it comes to financial markets, a Company secretary handles the following responsibilities:

1. Public Issue, Listing and Securities Management

• Working as a consultant for issuing shares and other securities.
• Preparing feasibility studies and project reports.
• Drafting of prospectus or documents related to the issue of securities and obtaining approvals in association with the lead manager.
• Facilitating syndication of loans from financial institutions and banks.
• Handling loan documentation, registration of charges, search and status reports.
• Monitoring private placement and buyback of shares and other securities.
• Listing and delisting of securities with the recognized stock exchange.
• Raising funds from international markets like ADR, ECB and GDR.

2. Services Related to Securities Compliance and Certification

• Carrying out audits in relation to the reconciliation of shares.
• Performing internal audits of depository participants.
• Attaining a certificate in respect of compliance of Private Limited (Pvt. Ltd.) and unlisted public company rules.
• Getting certification under SEBI (Securities and Exchange Board of India) guidelines.

Finance and Accounting Duties of Company Secretary

A Company Secretary also works on various financial and accounting aspects within a company. Below are some of the central responsibilities handled by a CS in Accounts and Finance.

• Internal Audit
• Assisting the Audit Committee
• Budgetary Controls
• Accounting and Compliance of Financial Statements
• Business Valuations Prior to Acquisitions
• Loan Syndication
• Working Capital and Liquidity Management
• Determination of an Appropriate Capital Structure
• Analysis of Capital Investment Proposals

Taxation Duties of Company Secretary

A Company Secretary plays a forthcoming role in the arena of taxation by advising the company on tax management and tax planning under Income Tax, Excise and Customs Laws. It is the duty of a CS to prepare and review various returns and reports required for compliance with tax regulations.

International Trade and WTO Duties of Company Secretary

A Company Secretary is involved in International Commercial Arbitration and acts as a registered Trade Mark Agent. Here is a list of advisory duties performed by a CS for facilitating matters related to International Trade and WTO (World Trade Organisation).

• Handling Matters related to IPRs and TRIPs (Trade-Related Aspects of Intellectual Property Rights) Agreement of WTO.
• Overseeing Matters Related to Subsidies, Antidumping and Countervailing.
• Issuing Certificates on Exim Policy and Procedures.
• Intellectual Property Licensing and Drafting Related Agreements.

Also Read: Career in Commerce Stream

Management Duties of Company Secretary

A Company Secretary is expected to possess excellent leadership and managerial skills to work in various management positions within a company. Below are the various disciplines of Management in which a CS is involved in order to ensure the efficient administration of a company.

1. General or Strategic Management

• Formulating the Organizational Structure
• Advising on Legal Organizational Structure
• Planning and Strategising Business Policies
• Representing the Management to Acquire ISO Certification

2. Human Resources Management

• Manpower Planning and Development
• Facilitating Industrial Relations
• Auditing the HR function
• Creating Effective Motivation and Remuneration Strategies
• Managing Performance Appraisal
• Ensuring Office Management and Performance Standards

3. Corporate Communication and Public Relations

• Communicating with Shareholders, Stakeholders, Government and Other Regulators.
• Promoting Brand Equity and Image Building

4. Information Technology

• Ensuring Compliance with Cyber Laws
• Conducting Board Meetings through Teleconferencing or Video-conferencing
• Getting Software Copyrights and Licensing Programs
• Developing Management Reports and Controls
• Filing Documents or Forms in Electronic Format
• Maintaining Electronic Form of Statutory Records
• Sending Notices to Shareholders through Electronic Modes

Employment Opportunities for Company Secretary

There are many employment opportunities for Company Secretary. They are listed below for your reference. 

• A Company Secretary will be able to find a job in both public and private sectors, banks as well as financial institutions. 
• Company law boards also require Company Secretaries. They are also hired by many government departments.
• After attaining a certificate of practice, Company Secretaries have the freedom of setting up their own consultancy. 
• Even the world of academics requires Company Secretaries. Universities and colleges often hire them as visiting faculty or lecturers.

Payscale/ Salary

Profile of Job	Beginning Salary (per annum)	Mid Level Salary (per annum)	Senior Level Salary (per annum)
Legal Advisor	Rs 3,00,000	Rs 5,00,000	Rs 10,00,000
Company Secretary	Rs 3,00,000	Rs 6,00,000	Rs 9,00,000 to Rs 12,00,000
Principal Secretary	Rs 3,00,000	Rs 6,00,000	Rs 12,00,000

We hope that you gained better clarity about the duties of the Company Secretary and how these professionals ensure good corporate governance and effective management in a company. You can reach out to our counsellors at Leverage Edu to know more about this professional course and the thriving career field of Company Secretary.