Role, Rights & Restrictions of Company Secretary

Major Roles of Company Secretary according to Companies Act, 2013:

1. Firstly, to assist the Board in the conduct of the affairs of the company.
2. Secondly, to provide guidance to the directors about their duties.
3. Ensuring and Complying with Corporate Governance.
4. Ensuring that the company complies with secretarial standards.
5. To take the required permissions from the board and various government bodies. Hence, he also has to follow the provisions regarding the permission acquisition.
6. Lastly, to facilitate the convening of meetings.

Major Rights of Company Secretary:

1. Firstly, he can supervise, control and he can direct subordinate officers and employee.
2. Secondly, he can sign and authenticate the proceeding of meetings.
3. He has a right to blow the whistle whenever he finds necessary.
4. He can attend the meetings of the shareholders and the Board of Directors.
5. He can sign any contract/agreement on behalf of the company.
6. Lastly, at the time of liquidation, he can claim his dues like a creditor.

Restrictions on Company Secretary:

1. Firstly, he cannot acknowledge a debt against a suit against the company.
2. Secondly, he cannot register, transfer shares without the authority of the Board of Directors.
3. Thirdly, he cannot enter into a contract on behalf of the company (unless specifically authorized by the BOD).
4. Lastly, he cannot borrow money in the name of the company.