COMPANY SECRETARY
• The word “Secretary is derived from the Latin
Word”Secretarius”, ,means Confidential Officer.
• The company Secretary is one of the principal officers
of the with requisite qualifications to undertake
secretarial work and management of the affairs of the
company as per provisions of the Company(Secretary
Qualification) Rule1975
• Meaning:
As per section2(1)C of the company Secretaries Act
1980,”Company Secretary” means a person who is a
member of the Institute of Company Secretaries of India
constituted under the Act.
Features of a Company Secretary
• Only an Individual can be appointed as a
Secretary and NOT a firm or body corporate.
• Company Secretary should possess the requisite
qualification prescribed by Central Govt. i.e.
member of the ICSI.
• The duties of the Secretary are ministerial and
administrative.
• The Act does not prevent the board of Directors
from assigning additional executive powers to
the Secretary.
(Importance)Position(Status) of a
company Secretary
• In recent years, the status of company secretary has gained much
importance.
• A secretary is appointed not only by prominent persons in
different fields such as politicians,physicians,business magnets etc.
but also by institutions and associations like clubs,trade or
professional associations, educational institutions , companies etc.
• The post of secretary in a Joint Stock Company has attained more
importance than the post of secretary in other organization.
• The secretary is said to be the “mouth piece “ of the Board,as he
has close contacts with BOD and he also guides them in day today
affairs.
• While the directors are the brains of the Company, the Secretary is
the its ears,eyes,and hands.
Appointment of Company Secretary.
• Earlier as per the Indian Companies Act 1956, though it was not
compulsory, normally all companies appointed secretaries .
• As per the companies(Appointment and Qualification of
Secretary(Amendment) Rules 2002, a company having a paid up
capital of Rs.2 Crores or more should have a whole-time Secretary.
• Generally, the promoters of a Company will FIRST appoint a
Secretary, who assist them in the formation of the company and
preliminary work.He is often referred as “Proterm Secretary”.
• Protrem Secretary means , secretary for time being
• The Board of Directors has the power to appoint a regular Secretary
by passing a resolution in its meeting.
• The first secretary appointed by the promoters may or may not be
appointed as regular Secretary.
Procedure for Appointing a Company
Secretary
• A resolution has to be passed at the board of
directors’ meeting, appoiniting a secretary on
certain terms and conditions.
*The details of Appointment should be filed in
duplicate with the Registrar with in 30 days of the
Appointment.
• If the person appointed as secretary function as
secretary in any other company, he has to notify
the other company with in 20 days of his
appointment.
Contd….. Appointment of Secretary.
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Any director interested in the appointment of secretary must disclose his intent
and must NOT take part in the discussion or voting on the resolution.
If the person appointed as Secretary is the director of a company or is a relative a
director, a special resolution has to be passed in the general body meeting for such
an appointment.
In addition to the resolution the Secretary should enter in to a written Service
agreement for the following matters.:
A) Period of appointment
B) terms of dismissal
C)Remuneration
D)Provident Fund & pension benefites
E) Conditions of Leave
F) medical and other benefites
G)Conditions of Resignation, retirement etc
Rights ,duties and liabilities of a
Company Secretary
• Rights of a company Secretary.
a) Right to supervise and Control the secretarial
Department:
b) Right to sign documents requiring permission of the
Company.
c) Right to claim remuneration as he is an employee of
the company
The Duties of a Company secretary can be grouped into :
1.) Statutory duties( 2.) Duties as agent of Directors
3) Duties towards Shareholders (4) Duties as Liason
officer and (5) duties towards Office staff.
1. Statutory duites of a Company
Secretary
• As an principal Officer , the company secretary must observe all legal
formalities in respect of the provisions of the Companies act and other
laws. Following are his statutory duties.
1) To maintain Register of Investment held by the Company.
2) To sign any document or proceeding requiring permission of the company.
3)To give notice of increase in share capital
4) To deliver return of allotment for registrtation
5) To maintain register of charges
6) To send notice of General meeting to members.
7) To file resolution & agreements requiring registration with the Registrar
8) To sign Annual Accounts of the Company.
9) To maintain Register of Directors, Manager and make available them for
inspection.
2) Duties as Agent of Directors
• a) To arrange board meetings
• b) take note of the proceedings of the Board Meeting
• C) writing minutes of the Board meetings
• d) to carry out all instructions of the Board.
3)Duties towards shareholders
a) sending of letters of Allotment
b) issue call notices
c) certification of Transfer of shares
d) to furnish any information required by shareholders
,taking permission of the director.
4. Duties of Secretary as LIASON
officer
• The company secretary should correspond and
maintain records
• Should be in touch with other officers of the company.
• 5) Duties towards office &Staff
a)To see that various department are properly staffed &
co-ordinated.
b) To guide the staff in execution of the policies framed by
the director
c) To safeguard the interest of all the staff & company.
Liabilities of Company Secretary
The company Secretary is liable to various acts of omission and
commission in administration and Management . If he fails to comply
the following requirements ,he may held liable :
1).Default in filing a return of Allotment.
2)Default in maintaining Register of members.
3) Default in filing Annual retrurn
4)Default in delivering share certificate and debentures with in three
months after allotment and 2months after application of transfer.
5)Default in holding the Annual Statutory meeting, & filing and
circulating the Statutory report.
6)failure to record the minutes of the Board Or General meeting
7) Failure to give due notice of board meeting
8) Default in laying down the Balance sheet and P&L Account at the
general meeting
Contd……….Liabilities of Company
Secretary
• 9) Failure to submit to Registrar copies of the
Balance sheet and P&L Account
• 10) non- compliance for the provisions of the
Act.
Removal of a Company Secretary
• The secretary may be removed from the office by the
Board of Directors under the power expressed in the
Articles or under their general Powers.
• The Services of Secretary may be terminated by giving
him notice as per the terms of the service agreement
• His services may be terminated with out notice if he
make profits secretly.
• He may be dismissed for wilful disobedience, mis
conduct,negligence, moral turpitude ,incompetence
etc.
Qualifications of a Company Secreatry
1Educational Qualifications
a) He should be a Graduate
b)The Company Secretary should have passed
the ACS examination as prescribed by the
Institute of Company Secretaries of India
and he should be a member of the Institute of
Company Secretaries of India