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

At Vindhya Steels Ltd, the chairperson argues that because the company secretary must report compliance to the Board and ensure compliance with secretarial standards, the chairperson and the whole-time directors are relieved of their own statutory duties on Board procedure. Which response is correct under the Companies Act, 2013?

The chairperson is wrong. 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 company secretary's role supplements and does not replace their responsibilities.

  1. ACorrect, because sections 204 and 205 transfer all procedural duties to the company secretary
  2. BCorrect, but only for the managing director and not the chairperson
  3. CIncorrect, because 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 lawCorrect
  4. DIncorrect, because the company secretary has no role in Board procedure at all

Explanation

Section 205(2) states that sections 204 and 205 shall not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director under the Act or any other law. So the secretary's role supports, but does not displace, their duties. The option denying any secretary role contradicts section 205(1).

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