(i) The company secretary must serve in the best interests of the shareholders. He also must safeguard the shareholder's interest.
(ii) Under the Companies Act 2013, secretary should act as link between the board of directors and the shareholders and also ensure that the shareholder's rights are violated.
(iii) He has to arrange the issue allotment letters, call letters, letters of regret, share certificates, share warrants to Shareholders.
(iv) Besides he has to issue notices and agenda of all meetings of shareholders and also send replies to the inquiries and complaints of the shareholders on behalf of the board of directors.

(i) When his term of appointment has expired.
(ii) When he is given a proper notice of dismissal as per the terms of agreement of employment.
(iii) When he makes a secret profit.
(iv) When he misconducts himself.
(v) Where he is found to be guilty of moral turpitude, negligence, disobedience, incompetence.
(vi) Where he suffers from permanent mental and physical disabilities.

Only an individual who is a member of institute of company secretaries of India can be appointment as a company secretary.
a) By the Promoters:
The first secretary of a company is appointed by the promoters at pre-incorporation stage and such name is mentioned in the Articles of Association.
b) By the First board of Directors:
After the company has been registered, the first board of directors appoints 6 the secretary at the first board meeting. The board of directors can continue the existing secretary appointed by promoters or can appoint a new company secretary.

A Company secretary is a high-level officer. He enjoys certain rights and power as per the contract made with the company, which are as follows:
(i) Supervision and Control: As a head of the office, a company secretary has the rights to supervise, direct and control all office activities of subordinate offices.
(ii) Singing authority: Being a principal officer, a company secretary can sign. contracts, proceedings of the company meeting, files and documents on behalf of the company.
(iii) Exercising power: He has the right to exercise powers as granted by a board of directors.
(iv) Issuing testimonial: A company secretary can issue testimonials to employees on behalf of the company.
(v) Claiming salary and damages: As per the contract, he has the right to claim his salary and other allowances. He can also take legal action against the company if there is any breach of contract.
(vi) Preferential creditor: During winding up of a company, the company secretary can claim his legal dues on a preferential basis.
(vii) Attending a meeting: He has the right to be physically present in the meetings of the shareholders and board of directors.

Secretary has to discharge non-statutory functions in relation to directors, shareholders and office and staff. These functions are briefly mentioned.
(a) Functions as an agent of directors;
(b Functions towards shareholders;
(c) Functions towards office and staff.
(i) Functions in Relation to Directors: A company secretary acts under the full control of the board of directors and carries out the instructions of the directors. The secretary provides necessary advice and information to the board to formulate company policy and arrive at decisions.
(ii) Functions in Relation to Shareholders: The company secretary must serve in the best interests of the shareholders.
(iii) Functions in Relation to Office and Staff: The Secretary is the kingpin of the whole corporate machinery. He is responsible for the smooth functioning of the office work. He exercises overall supervision, control, and coordination of all clerical activities in the office.

There are broadly three types of resolutions, namely ordinary resolution, special resolution and resolution requiring special notice.
a) Ordinary Resolution:
An ordinary resolution is one which can be passed by a simple majority. i.e. if the members of votes cast by members, entitled to vote in favour of the resolution is more than the votes cast against the resolution.
Ordinary Resolution is required for the following Matters
(i) To change or rectify the name of the company
(ii) To alter the share capital of the company
(iii) To redeem the debentures
(iv) To declare the dividends
(v) To approve annual accounts and balance sheet
(vi) To appoint the directors
b) Special Resolution :
1. A special resolution is the one which is passed by a not less than 75% of majority.
2. Special Resolution is required for the following Matters
(i) To change the registered office of the company from one state to another
(ii) To change the objectives of the company
(iii) To change the name of the company
(iv) To alter the Articles of Association
(v) To commence any new business
c) Resolution requiring Special Notice :
There are certain matters specified in the Companies Act, 2013 which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting.

A company secretary is legal bound to following liabilities
(i) Register all files and documents of the company.
(ii) Arrange annual general meeting in due time.
(ii) Sending notice of the meeting to the participant
(iv) Issuing share certificates, dividend warrant and bonus shares certificates to the shareholder.
(v) Appointing company auditor and arranging audit of books of account by the Company.
(vi) Abide by all terms and conditions of service contract
(vii) Follow the order instructions and act as per authorization of the board of director.
(vii) Maintain securely of the company affairs.
(ix) Perform duties with due care and skills.
(x) Submitting income tax returns and ensures use of required company seal and stamp.