General meetings are the heart of shareholder democracy in any company. They are essential for ensuring transparency, enabling decision-making, and upholding the rights of stakeholders. While the Chairperson may lead these meetings, the Company Secretary is the orchestrator behind the scenes — making sure the entire process is compliant, efficient, and smooth.
The Company Secretary’s role in general meetings has been formalized and expanded through various legal frameworks including Section 205 of the Companies Act, 2013, Secretarial Standards (SS-2), and international best practices. Far from being just a record-keeper, the Secretary today acts as a governance professional, compliance officer, and legal advisor to the Board and shareholders.

Ensuring Legal and Procedural Compliance: Pre-Meeting Responsibilities
The Company Secretary’s involvement begins well before the meeting is scheduled. One of the first responsibilities is to ensure that the general meeting is called in accordance with the law, particularly Sections 96, 100, and 101 of the Companies Act, 2013. This includes verifying the authority to convene the meeting and ensuring all statutory and internal procedural requirements are satisfied.
They are tasked with drafting the Notice of the Meeting — one of the most crucial documents in company law. The notice must clearly state the date, time, venue, and agenda of the meeting, and, where applicable, must be accompanied by an explanatory statement under Section 102 for any item of “special business.” In listed companies, the Secretary ensures that the notice is simultaneously sent to stock exchanges and published as per SEBI (LODR) Regulations.
Additionally, the Company Secretary must oversee the dispatch of notices to all eligible shareholders, directors, auditors, and other entitled stakeholders within the statutory timeline. This also includes verifying the cut-off dates for e-voting, finalizing the appointment of a Scrutinizer, and ensuring the platform for electronic voting or virtual meeting is operational and secure.
During the Meeting: Guardian of Governance
On the day of the general meeting, the Company Secretary takes on the role of a procedural guardian. Seated beside the Chairman, the Secretary plays a critical part in ensuring the meeting proceeds in accordance with the law, the company’s Articles of Association, and Secretarial Standards.
They begin by assisting the Chairman in establishing the quorum, verifying proxies, and confirming that the statutory registers and relevant documents are placed before the meeting. If the Chairman is absent or unable to preside, the Company Secretary may facilitate the process of electing a new Chairman from among the directors or members present, as laid down in Section 104 of the Companies Act, 2013.
During the proceedings, the Company Secretary ensures that the resolutions are properly moved, seconded, discussed, and voted upon. They help the Chairman manage questions from shareholders, clarify legal queries, and regulate the debate to ensure that discussions remain relevant and constructive.
In the case of listed entities, the Secretary also ensures that webcasts, if arranged, are running smoothly and that technical support is available to shareholders attending remotely.
Post-Meeting Responsibilities: From Minutes to Regulatory Filings
Once the meeting concludes, the Company Secretary’s work continues in the form of meticulous documentation and reporting. One of the most important post-meeting duties is the preparation of minutes, which must be drafted in accordance with Section 118 of the Companies Act and Secretarial Standard-2. These minutes must capture a fair and accurate summary of the proceedings, including voting results and any dissent expressed.
The Company Secretary is also responsible for ensuring timely filing of statutory forms such as MGT-7 (Annual Return), MGT-14 (filing of resolutions), DIR-12 (for director changes), and others, depending on the nature of the resolutions passed.
In listed companies, the Secretary ensures that voting results are published on the company’s website and stock exchanges, and that press releases or investor updates are prepared where appropriate.
Communication Bridge: Liaison with Shareholders and Advisors
In addition to procedural functions, the Company Secretary plays a vital communicative role. They act as the point of contact for shareholders, responding to queries on the agenda, proxy procedures, e-voting, and disclosure of material information. For companies with a large shareholder base or international investors, this task demands clarity, diplomacy, and responsiveness.
They also serve as a bridge between the Board and external professionals like statutory auditors, secretarial auditors, legal advisors, and scrutinizers. Their responsibility includes aligning all parties on procedural timelines, reporting formats, and ensuring each stakeholder contributes effectively to the meeting process.
Custodian of Good Governance and Risk Mitigation
The Company Secretary’s contribution extends beyond logistics — they are the custodians of governance and compliance. They must ensure that no resolution passed at the meeting is ultra vires the company’s Articles or the Act. They must preserve all records in accordance with legal retention norms and provide support in case of any post-meeting scrutiny or litigation.
In many jurisdictions, such as the UK, Ghana, or Singapore, the role of the Company Secretary has evolved to become an essential part of a company’s governance structure. They are expected not only to execute processes but to also advise the Board on the legal implications of their decisions, particularly those taken at general meetings.
They also help mitigate risks by flagging potential breaches, ensuring transparency in disclosures, and preserving evidence of all decisions taken — thereby shielding the company from regulatory penalties or shareholder disputes.
Conclusion: A Pillar of Corporate Democracy
In conclusion, the Company Secretary is not a mere administrator but a critical enabler of corporate democracy. Their legal acumen, procedural expertise, and communication skills make them central to the success of any general meeting. From conceptualization to conclusion, the Secretary ensures that each meeting is held with integrity, inclusiveness, and full compliance with the law.
In the ever-evolving landscape of corporate governance, the role of the Company Secretary will only become more dynamic and indispensable — especially as companies navigate virtual meetings, ESG disclosures, shareholder activism, and increasing regulatory scrutiny.
