Companies Act Section 205 — Functions of company secretary
CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
Commercial / Corporate
Summary
Sub-section (1) states that the company secretary's duties include the following. Under clause (a), the secretary must report to the Board about whether the company is complying with this Act, the rules made under it, and other laws that apply to the company. Under clause (b), the secretary must ensure that the company follows the applicable secretarial standards. Under clause (c), the secretary must carry out any other duties that are prescribed.
The Explanation clarifies that, for this section, the term secretarial standards means the standards issued by the Institute of Company Secretaries of India, which is set up under section 3 of the Company Secretaries Act, 1980, and approved by the Central Government.
Sub-section (2) says that the provisions in section 204 and section 205 do not change the duties and functions of the Board of Directors, the chairperson of the company, the managing director, or the whole-time director under this Act or any other law currently in force.
Official Text
(1) 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 discharge such other duties as may be prescribed.
Explanation.—For the purpose of this section, 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 (56 of 1980) and approved by the Central Government.
(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.