Responsibilities & Liabilities of a Secretary

Responsibilities of a Company Secretary

The responsibilities of a Company Secretary as required by the Companies Act are generally as follows:-

1. Has to be present at all company meetings and recording minutes of the meeting. In this context, company meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not require a company secretary’s attendance.
2. Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register etc.
3. Ensure proper filing of all necessary returns with SSM such as annual return, forms etc.
4. Issue notices of meetings to shareholders as directed by the board of directors.
5. Process share transfers documentations and recordings.
6. Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
7. Ensure safe custody of company seal.

Liabilities of a Company Secretary

1. Statutory liabilities
2. Contractual liabilities

1. Statutory liabilities
   • Sections 39 :for failure to send copies of Memorandum and Articles, etc., to members within seven days of the requirement? fine upto Rs 50 for each offence.
   • Section 75 : for failure of file with the Registrar a return of the allotments of shares within thirty days after the allotment? fine up to Rs. 500 for every day during which the default continues.
   • Section 150 : for failure to maintain register of members with prescribed particulars ? fine up to Rs. 50 for every day during which the default continues.
   • Section 165 : for default in holding the statutory meeting and filing the statutory report fine up to Rs. 500.
   • Section 168 : for default in holding the annual general meeting of the company? fine up to Rs 500 and in the case of a continuing default, a further fine up to Rs. 250 for every day after the first during which such default continues.
   • Section 303 : for failure to maintain register of directors etc., with prescribed particulars fine up to Rs 50 for every day during which the default continues.
   • Section 307 : for failure to maintain a register of directors? shareholdings with prescribed particulars -fine up to Rs. 5,000 and also a future fine up to Rs 20 for every day during which the default continues.
2. Contractual liabilities:
   A company secretary has also certain liabilities arising out of his contract of service with the company. So long ashe acts within the scope of. His authority, in good faith, bonafide and take reasonable care in the discharge of his duties, he incurs no personal liability. But he will be held personally liable to make good the loss to the company for willful negligence, or misconduct or fraud committed with in the course of his employment. He also becomes personally liable if he acts beyond his authority, for any loss suffered by the company or any third party on account of his action. However, he is not liable for fraud committed by his assistants unless his connivance is proved.