Mentioned below is the contractual and statutory duties of a secretary:
(A) Contractual Duties:
1. A company secretary is expected to perform his duties with reasonable care and skill.
2. He must abstain from disclosing any confidential or secret information relating to the affairs of the company which comes to his notice during his employment and should not make any secret profits of his position as a secretary of the company.
(B) Statutory Duties
(1) Under the Companies Act
i. To sign any document or proceedings requiring authentication by the company.
ii. To deliver the share or debenture certificate to shareholders within 3 months of allotment or within 2 months of registration of transfer.
iii. To make entries in the register of members on issue of share warrants.
iv. To deliver for registration particulars of mortgages and charges to the Registrar.
v. To get painted or get affixed the name plate of the company outside every office or the place of its business, to get it printed on documents of the company and to get it engraved on the seal of the company.
vi. To make a statutory declaration for obtaining the certificate of commencement of business.
vii. To sign the annual return.
viii. To allow inspection of and to furnish copies of register of members and register of debenture holders.
ix. To send notices of general meetings to every member of the company.
x. To file resolutions and agreements requiring registration with the Registrar.
xi. To prepare and record minutes of every general meeting and of every meeting of Board of directors or of every committee of the Board within 30 days of the conclusion of every such meeting.
xii. To sign the annual balance sheet of the company.
xiii. To send notices of the meetings of directors.
xiv. To make available register of directors for inspection.
xv. To maintain the following statutory books:
- Register of investments held by company in the name of its nominee.
- Register of charges.
- Register of members.
- Register of contracts in which directors are interested.
- Register of Directors, Managers and Secretary.
- Register of Director’s shareholdings.
(2) Under the Income Tax Act
i. To ensure that proper income tax is deducted at source from the salaries paid to the employees, or interest paid/payable to holders or depositors.
ii. To see that a certificate of income tax deducted at source is furnished to every holder or depositor.
iii. To ensure that the tax so deducted has been deposited in Government treasury.
iv. To verify and submit miscellaneous statements, forms and returns.
(3) Under the Indian Stamp Act
It is the duty of the secretary to see that the documents like letter of allotment, share certificates, transfer forms etc are properly stamped as per the requirements of the Indian Stamp Act.
(4) Under Other Acts
In addition to the above, the secretary is also required to perform the various duties specified under various other Acts.
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