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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Empowerment of the Company Secretary Profession

Sagar Pharma Ltd's managing director argues that, since Sections 204 and 205 assign duties to the secretarial auditor and the company secretary, he and the chairperson are relieved of their own statutory duties on 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, the chairperson, the managing director or a whole-time director under the Act or any other law, so appointing a company secretary transfers none of their responsibility.

  1. AHe is wrong; Sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time directorCorrect
  2. BHe is right; the duties of the managing director pass to the company secretary once appointed
  3. CHe is right only if the Board passes a resolution transferring the duties
  4. DHe is wrong only for the chairperson, while the managing director's duties are transferred

Explanation

Section 205(2) states that Sections 204 and 205 shall not affect the duties and functions of the Board, chairperson, managing director or whole-time director under the Act or any other law. Appointment of a company secretary therefore does not shift their responsibilities, and no board resolution can change this.

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