28.04.02  Non-Statutory Functions

. . Non-Statutory Functions Secretary has to discharge non-statutory functions in relation to directors, shareholders and office and staff. These functions are briefly mentioned. ( ) Functions as agent of directors; ( ) Functions towards shareholders; ( ) Functions towards office and staff. . Functions in Relation to Directors A company secretary acts under the full control of the board of directors and carry out the instructions of the directors. The secretary provides necessary advice and information to the board to formulate company policy and arrive at decisions. It is the secretary’s duty to implement the decisions taken by the board of directors. The duties of the secretary includes arranging board meetings, issuing notice and preparing agenda of such meetings, recording the attendance of the direc­tors and the minutes and resolutions of the meeting in consultation with the Chairman. He maintains all important correspond­ence, files, documents and records in the board office. 12th Commerce Unit - - . . PM . Functions in Relation to Shareholders The company secretary must serve in the best interests of the shareholders. He also must safeguard the shareholders’ interest. Under the Companies Act , secretary should act as link between the board of directors and the shareholders and also ensure that the shareholder’s rights are violated. He has to arrange the issue allotment letters, call letters, letters of regret, share certificates, share warrants to Shareholders. Besides he has to issue notices and agenda of all meeting of shareholders and also send replies to the inquiries and complaints of the shareholders on behalf of the board of directors. . Functions in Relation to Office and Staff The Secre­tary is the kingpin of the whole corporate machin­ery. He is responsible for smooth functioning of the office work. He exercises an overall supervision, control and co-ordination of all clerical activities in the office.