The functions of the Secretary are not clearly mentioned in the Companies Act. The functions of the secretary depend on the nature, size of the business of the company and the powers assigned by the board of directors. In fact, the secretary is a principal officer of the company and that is why the scope of his work in relation to the company is very wide. The functions of the secretary can be divided into the following categories.
1. Statutory Duties:- The most important duty of the Company Secretary would be to fulfill the statutory requirements laid down by various Acts. In the Indian Companies Act, it is mentioned that if the secretary does not comply with the various provisions of the Act, then he can be given imprisonment, fine or both. by thisIt is clear that the statutory duties of the Company Secretary are very important. The following are the duties of the Secretary under various Acts :-
(a) Duties as per the Companies Act: The following are the main duties of the Company Secretary under the Companies Act 1956.
1. At the time of amalgamation, the necessary forms, such as Councilor Memorandum, Councilor Articles, Prospectus etc. to file.
2. To maintain necessary registers and books as per the Act, such as appropriation register, register of members, books of account etc.
3. To make all arrangements relating to the meetings of the company.
4. To do correspondence on behalf of the company.
5. To send annual report, copy of annual accounts and copy of special proposals to the Registrar of Companies.
(b) Duties according to the Indian Stamp Act: Under this Act, it is the duty of the Secretary to see that allotment-letter, share-certificate, letter of credit, share warrant, transfer form, bill of exchange, promissory note and bill Forms etc., which are issued by the company, have proper stamp on them or not. If proper stamp is not affixed on these forms, then the secretary should get it (proper stamp), otherwise the secretary will be liable to fine.
(c) Duties as per Income Tax Act: The following are the main duties of the Secretary under this Act.
(i) . Deduct income tax from the salary paid by the company to the employees.
(ii) . Sending the statement of income of the company to the Income Tax Officer.
(iii) . To answer any inquiry, if any, made by the Income Tax Officer relating to the particulars of that income.
(iv) . To give income tax certificate to the dividend recipients on the basis of which they can get exemption. Similarly, under the Securities Control Act, Factories Act, Employees Compensation Act, Industrial Conflict Act, Employees State Insurance Act etc., the Secretary also has some duties.
2. Duties towards the directors The secretary should act only as per the written orders of the directors. The following are the main duties of a company secretary towards the directors:
(I) . To organize directors’ meetings and to send notice of the meeting to each operator. Once the list is ready, send it to the operators.
(ii). To conduct correspondence with the Directors for preparing the list of business of the House and
(iii). To assist the Chairman in the conduct of the House.
(iv) . Writing the details of the meeting and getting them confirmed in the next meeting.
(v). Explaining various legal things clearly to the operators.
(vi) . To give necessary information to the operators regarding the company’s account, labor, production, distribution etc.
1. To carry out the policy set by the operators.
2. Duties towards the shareholders: The shareholders are the owners of the company and the secretary is the officer of the company, so it is the duty of the secretary to send various types of information sought by the shareholders. Despite being bound to reply to the letters of the shareholders, it is his main duty in the interest of the company not to allow any confidential matter to be revealed prematurely. Apart from this, organizing the meetings of the shareholders, giving information about the meetings to all the shareholders, writing the details of the proceedings of the meeting, getting these details confirmed in the next meeting, etc. are also the main duties of the company secretary.
3. Duties to the public: The company makes contracts with outsiders only through the secretary. Through proper channels, the company’s progress, future programs and other information, conveys the thoughts and feelings of the public to the company. The secretary makes available the documents of the company, the member register and other statutory books (if they are capable of being shown) for the inspection of the public. Apart from this, the responsibility of answering the letters of outsiders is also the responsibility of the company secretary.
4. Duty in relation to office organization: The responsibility of office organization and operation is also the responsibility of the secretary. The secretary is the head officer of the secretarial office under which there are many departments. Maintain co-ordination between them so that maximum efficiency can be achieved at minimum expenditure.
5. Other functions: The secretary continues to work as the representative of the company, so the interests of the company should be carefully protected by the secretary during the period of A. The reality is that the success of the company depends a lot on the secretary.