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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

At Sagar Pharma Ltd, the managing director argues that because the company secretary is responsible for ensuring compliance with secretarial standards under section 205, the Board and managing director are relieved of their own duties on Board process compliance. Which view is correct under section 205(2)?

The managing director is wrong. Section 205(2) provides that sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director under the Act or any other law, so the secretary's role supplements rather than replaces their responsibilities.

  1. ASections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director under the Act or other lawsCorrect
  2. BThe secretary's responsibility replaces the managing director's duties for meeting procedures
  3. COnly the chairperson remains responsible, while the managing director is relieved
  4. DThe Board's duties are reduced to the extent the company has a secretarial auditor

Explanation

Section 205(2) states that sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director. The secretary's role is therefore additional, not a substitute. The other options invent a relief or transfer of duty that the section does not give.

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