The Role of Company Secretary Under Companies Act

The role of Company Secretary is to ensure that decisions made by top officials like the board of directors, chairman, and CEOs are carried out effectively. They manage the organization's administration and ensure it meets regulatory requirements.

Role of Company Secretary Under the Companies Act, 2013

Sections in the Companies Act Impacting the Role of Company Secretaries

Section 118:

Section 204:

Company Secretary's Role as a Scrutinizer in E-Voting

Section 203:

Section 92:

Roles of Company Secretary Under Companies Act, 2013

1. Supporting the Board in managing the company's operations effectively.
2. Offering advice to directors on their responsibilities.
3. Upholding Corporate Governance standards.
4. Ensuring compliance with secretarial standards.
5. Obtaining necessary permissions from the board and governmental bodies, adhering to relevant regulations.
6. Facilitating the organization of meetings.

Rights of Company Secretary

1. Supervision and Guidance: One of the primary roles entails overseeing and providing direction to subordinate officers and employees, ensuring that tasks are executed efficiently and in alignment with the company's objectives.
2. Authentication of Meeting Proceedings: T he Company Secretary holds the responsibility of signing and authenticating the proceedings of meetings, thereby formalizing the decisions and actions taken during these gatherings.
3. Whistleblowing Authority: In the interest of upholding ethical standards and transparency, the Company Secretary possesses the right to blow the whistle whenever instances of malpractice or wrongdoing are detected within the organization.
4. Attendance at Key Meetings: It is incumbent upon the Company Secretary to attend crucial gatherings such as shareholder meetings and meetings of the Board of Directors, where their insights and expertise play a pivotal role in decision-making processes.
5. Contractual Representation: Acting as a legal representative of the company, the Company Secretary holds the authority to sign contracts and agreements on behalf of the organization, ensuring that all legal formalities are duly fulfilled.
6. Claiming Dues in Liquidation: During the process of liquidation, the Company Secretary is entitled to claim their dues, akin to a creditor, thereby safeguarding their financial interests in the event of company dissolution.

Restrictions on Company Secretary

1. They can't admit to owing money if the company gets sued.
2. They need permission from the Board of Directors to handle share registrations and transfers.
3. They're not allowed to make contracts for the company unless the Board authorizes it.
4. They can't borrow money using the company's name.

Difference Between Old and New Companies Act