Assignment 1

Introduction
Company secretary is one of the principal posts in a company. He/she acts as a conscience seeker of
the company. A certified company secretary is hired to handle the legal aspects of a firm. In most
large American companies that have been listed, a company secretary is also called a corporate
secretary or just termed as the ‘secretary’ of the company. A secretary is responsible for complete
tax returns of the company, keeps records, advises board of directors and ensures that the company
complies with legal and statutory norms of regulation.
The secretary earlier used to carry out the orders given to them by the Board of Directors of the
company. But the legal position of the company secretary has completely changed. Today a
secretary occupies a very important position in the administrative set up of the company. The
company secretary is an officer of the company with extensive duties and responsibility.
Although the name is ‘secretary’, the work of given to them is not secretarial. It in not a job of a
mere clerk. The secretary regularly makes representations on behalf of the company and enters into
contracts on its behalf which comes within the day-to-day running of the company’s business. It is
done so much so that he/she may be regarded as having authority to do such things on behalf of the
company.
Role of Company Secretary
A company secretary plays a largely supportive role by taking care of important tasks such as general
administration, shareholder communication, corporate governance and statutory compliance/filing
of accounts. The secretary acts as a bridge between the company and shareholders making sure all
the relevant information is shared on time with efficiency.
The secretary’s role involves following a lot of tasks like:
 Filing conformation statements- A company secretary takes this responsibility from the
company director. This means they are liable to complete it before the statutory deadline.
 Keeping Companies House updated of changes- The secretary needs to let the Company
House’s changes in detail. These details include who the shareholders are their share capital,
director’s details, registered office address and any PSC (Persons of Significant Control).
 Updating the Company’s statutory books- It is important to keep a record of any changes
made to the structure of the company. If required to sell the company, this record needs to
be shown.
 Communication with shareholders- As mentioned previously, the secretary acts as a bridge

between shareholders and the company. Hence, they will be communicating any important
announcements.
 Maintaining paperwork- A company secretary is responsible for the security and accuracy of
important company documents, which include the certification of incorporation, share
certificates and other important ones.
 Signing paperwork- Signing legal documents on behalf of the company director may fall to
the company secretary. This can include signing cheques and bank documents or other
virtual documents.
 Compliance – The secretary should ensure that the company remains compliant. They need
to keep up to date with any changes such as PSC register.
Listed companies
Since only listed companies have a Company secretary the company gets its capital return by taking
out an IPO (Initial Public Offering). Only a listed company can trade its share on a stock market. This
helps the stock exchange list companies and permits trade of their share. The price of the shares can
be determined through supply and demand. Section 303 of companies act read with companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, made it necessary for every
listed company and other public companies having paid up share capital of Rs 10 crores or more to
appoint the Company Secretary in whole time employment. All private companies and certain public
companies having paid up share capital lower than 10 crores were not required to appoint a
Company Secretary.
The index is raising because more investors are buying and the stock exchange is raising as well. The
listing in BSE stock exchange is over 600 companies. 30 of the largest and most efficient and active
stocks that have been traded are from the benchmark index of BSE. The job of the company
secretary is to submit the corporate governance report of the company. There are different
principles of corporate governance in different companies. Henceforth the company has to commit
to follow a healthy corporate governance practice and maintain its confidence and strength. This
helps the shareholders and other stakeholders maintain a long-term relationship with the company.
Principles of corporate governance are:
 To provide accountability of the company’s board of directors to all shareholders in

accordance with applicable law and provides guidance to the Board of Directors in making
decisions and monitoring the activities of the executive bodies.
 To follow the Rule of Law
 Rights and equal treatment to all shareholders
 Interest of other stakeholders
 Role and responsibility of the board
 Disclosure and transparency.
 Effectiveness and efficiency
 Participation
 Equity and inclusiveness.
Good governance is ideal which is difficult to attain in its totality. Governance typically involves well-
intentioned people who bring their ideas, experiences, preferences and other human strengths and
shortcomings to the policy making table.
It is therefore understood that the responsibility of the management of the company and
supervision on a regular basis lies on the Board of Directors. The board is also responsible in
designating the CEO and the General Manager of the company.
The board is also responsible for developing a governance system for the business and develops
policies to guide its own actions and the actions of the manager. The policies are broad and not rigid.
Following all this leads to achieving the goals of the business.
Conclusion
We have identified how the function of the board of directors and the qualities of the directors on
the board need to change to reflect the dynamic relationship between the shareholders and the
board. All companies need dynamic board of directors in order to prosper and endure. This is the
heart of good governance. It affects all companies and all the people who work for them and the
communities in which they are based. This responsibility makes being a director on a board an
onerous position to hold and the planning of the role and composition of the board of directors a
key activity.

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Introduction

Role of Company Secretary

The secretary’s role involves following a lot of tasks like:

 Communication with shareholders- As mentioned previously, the secretary acts as a bridge

Principles of corporate governance are:

 To provide accountability of the company’s board of directors to all shareholders in

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