COMPANY SECRETARY - 5+ Yrs Exp in Listed Manufacturing Company

JOB PROFILE

1). Secretarial functions :

To ensure compliance of the provisions of Companies Law and rules made there-

under and other statutes and bye-laws of the company.

To ensure that business of the company is conducted in accordance with its objects as

contained in its memorandum of association.

To ensure that affairs of the company are managed in accordance with its objects

contained in the articles of association and the provisions of the Companies Law.

To prepare the agenda in consultation with the Chairman and the other documents for

all the meetings of the board of directors.

To arrange with and to call and hold meetings of the board and to prepare a correct

record of proceedings.

To attend the broad meetings in order to ensure that the legal requirements are

fulfilled, and provide such information as are necessary.

To prepare, in consultation with the chairman, the agenda and other documents for the

general meetings.

To arrange with the consultation of chairman the annual and extraordinary general

meetings of the company and to attend such meetings in order to ensure compliance

with the legal requirements and to make correct record thereof.

To carry out all matters concerned with the allotment of shares, and issuance of share

certificates including maintenance of statutory Share Register and conducting the

appropriate activities connected with share transfers.

To prepare, approve, sign and seal agreements leases, legal forms, and other official

documents on the company’s behalf, when authorised by the broad of the directors or

the executive responsible.

To advise, in conjunctions with the company’s solicitors, the chief executive or other

executive, in respect of the legal matters, as required.

To engage legal advisors and defend the rights of the company in Courts of Law.

To have custody of the seal of the company.

2). Legal obligations of secretary :

Filling of various documents / returns as required under the provisions of the

Companies Law.

Proper maintenance of books and registers of the company as required under the

provisions of the Companies Law.

To see whether legal requirements of the allotment, issuance and transfer of share

certificates, mortgages and charges, have been complied with.

To convene / arrange the meetings of directors, on their advise.

To issue notice and agenda of board meetings to every director of the company.

To carry on correspondence with the directors of the company on various matters.

To record the minutes of the proceedings of the meetings of the directors.

To implement the policies formulated by the directors.

To deal with all correspondence between the company and the shareholders.

To issues notice and agenda of the general meetings to the shareholders.

To keep the record of the proceedings of all general meetings.

To make arrangement for the payment of the dividend within prescribed period as

provided under the provisions of the Companies Law.

3). To maintain the following statutory books :

the register of transfer of shares;

the register of buy-backed shares by a company;

the register of mortgages, charges etc.;

the register of members and index thereof;

the register of debenture-holders;

the register of directors and other officers;

the register of contracts;

the register of directors' shareholdings and debentures;

the register of local members, directors and officers, in case of a foreign company;

Minute books;

Proxy register;

Register of beneficial ownership;

Register of deposits;

Register of director’s share holding; and

Register of contracts, arrangements and appointments in which directors etc are interested.

4). Other duties :

The company secretary usually undertakes the following duties :

a) Ensuring that statutory forms are filed promptly.

b) Providing members and auditors with notice of meeting.

c) Filing of copy of special resolutions on prescribed form within the specified time period.

5). Supplying a copy of the accounts to every member of the company, every debenture

holder and every person who is entitled to receive notice of general meetings. You must send

annual audited accounts.

6). Keeping or arranging for the having of minutes of directors' meetings and general

meetings.Apart from monitoring the Directors and Members minutes books, copies of the

minutes of board meetings should also be provided to every director.

7). Ensuring that people entitled to do so, can inspect company records.For example,

members of the company are entitled to a copy of the company's register of members, and toinspect the minutes of its general meetings and to have copies of these minutes.

8). Custody and use of the common seal.Companies are required to have a common seal and

the secretary is usually responsible for its custody and use. (Common seals can be bought

from seal makers)