Functions of company secretary (Section 205 of the Companies Act, 2013) :

Section 205 of the Companies Act, 2013 lays down the functions of company secretary as under:

(i) Functions of the Company Secretary: According to Section 205(1) read with the Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the functions of the company secretary shall include,—

(a) to report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company;

(b) to ensure that the company complies with the applicable secretarial standards;

(c) to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers;

(d) to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;

(e) to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;

(f) to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act;

(g) to assist the Board in the conduct of the affairs of the company;

(h) to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and

(i) to discharge such other duties as have been specified under the Act or rules; and

(j) such other duties as may be assigned by the Board f rom time to time.

Here, the expression “secretarial standards” means secretarial standards issued by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government.

(ii) According to Section 205 (2), the provisions contained in section 204 and section 205 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.