Company secretary plays the role of company law advisor. As per section 203 of Companies Act, 2013 a company secretary must be appointed by those companies who are having paid up capital of Rs. 5 crore or more and the appointed person must be the member of Institute of Company Secretaries of India. The duties which are to be performed by a company secretary are mentioned in an “Employment contract”.
FUNCTIONS PERFORMED BY ADVISOR
- To follow all rules and regulations mentioned under Companies Law and any other law prevalent at that time.
- To look after, that all activities of the company are performed to achieve the set of objectives which are laid down in Company’s memorandum of association.
- To arrange the board meetings of the company and to record the proceedings of the meeting.
- It is mandatory for company law advisor to attend the board meeting in order to get the information regarding all compliances which are mentioned in company law are followed.
- At the time of allotment of shares, it is the duty of advisor to ensure matters regarding issuance of shares and maintenance of statutory Share register.
- Company law advisor has to prepare agreements and other official documents on behalf of company. He also has to approve and sign these documents after taking the approval of Board of Directors or other responsible executives.
- To provide legal advice to company and to protect rights of company.
- He has to ensure that all the statutory requirements are fulfilled by company.
- It is the duty of legal advisor to circulate the notice of meeting to all the members, auditors and any other person who is required to attend such meeting.
- He has to file with Registrar the copy of special resolution passed in the meeting within the prescribed form and as per time specified in law.
- He has to supply the copy of accounts to every person who is entitled to receive the notice of the meeting.
As per Companies law, he has power to sign the statutory returns and applications.
- He has to maintain the records of General meeting and Director’s meeting.
- To issue the notice specifying the time, date, place and matters to be discussed in general meeting to all shareholders.
- To answer all the questions of client relating to law.
LEGAL OBLIGATIONS OF SECRETARY
- Duty regarding the maintenance of important documents and books and registers of the company which are required by law:-
- He is responsible for implementing the policies which are formed by board of directors.
- To file the documents which are required as per law.
- He has to maintain the registers of debenture holders, transfer of shares, buy backed shares, mortgages.