Functions, duties and powers of company secretary

Functions, duties, and powers of company secretary

(1) It shall be the duty of the company secretary to implement, or cause to be implemented, the decisions made by the board of directors and the general meeting and the matters directed by the Office or the concerned bodies and to submit such returns, documents, decisions etc. as required to be submitted by the company to the Office or any other body pursuant to this Act or the prevailing law within the specified period.

(2) Subject to this Act, the memorandum of association and articles of association, the company secretary shall perform the following functions:

• (a) To call the meeting of the board of directors or the general meeting;

• (b) To prepare the agenda to be discussed at the meeting of the board of directors or the general meeting and send it to the concerned directors or shareholders;

• (c) To maintain the records of, authenticate and take charge of, the decisions of the meeting of the board of directors or the general meeting;

• (d) To send a notice of the allotment of shares and a call on shares pursuant to the decision of the board of directors;

• (e) To accurately an properly maintain, take charge of, and authenticate, the shareholder register and the records of shareholders and debenture holders;

• (f) To refer the matter to the board of directors or the chief executive to record the pledge or mortgage of, and execute the transferal or transmission of any shares or debentures;

• (g) In cases where a claim, petition, grievance, suggestion, advice etc. has been made by any shareholder or debenture-holder in writing ,to transmit such matter to the board of directors or chief executive or Office or other bodies; and to inform in writing the concerned shareholder or debenture-holder of the results of any act and action done and taken in regard thereto;

• (h) To perform such other functions as specified to be performed by the company secretary under the prevailing law or such other functions as prescribed.

(3) Except as per the decision of the general meeting, the company secretary shall not do or cause to be done, any such act from or through the company as is to yield benefits to him.

(4) The company secretary shall observe the code of conduct as prescribed.