'Apart from general secretarial duties entrusted, the Companies Act, 2013 has entrusted and prescribed some duties and authorities.' Discuss the statutory duties and liabilities of a Company Secretary under the Act.
CS Professional · Advanced Company Law and Practice · PYQS · June 2015
'Apart from general secretarial duties entrusted, the Companies Act, 2013 has entrusted and prescribed some duties and authorities.' Discuss the statutory duties and liabilities of a Company Secretary under the Act.
Answer & Explanation:
According to section 205 of the Companies Act, 2013, the functions of the company secretary shall include, - to report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company; to ensure that the company complies with the applicable secretarial standards; to discharge such other duties as may be prescribed. Further the Rule 10 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 codify the duties of Company Secretary which are as follows :- providing to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; facilitating the convening of meetings and attending Board, committee and general meetings and maintaining the minutes of these meetings; obtaining approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act; representing before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act; assisting the Board in the conduct of the affairs of the company; assisting and advising the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; discharging such other duties as have been specified under the Act or rules; and discharging such other duties as may be assigned by the Board from time to time. Section 205(2) provides that provisions contained in section 204 in relation to secretarial audit and section 205 in relation to functions of company secretary shall not affect the duties and functions of the Board of Directors, chairperson of the company, managing director or whole- time director under this Act, or any other law for the time being in force.
Topics: Key Managerial Personnel (KMP)
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