COMPANY SECRETARY

MEANING OF A COMPANY
SECRETARY
A secretary is an officer of the company who is
appointed to perform the ministerial or
administrative duties.
It is not his duty to manage the affairs of the company; he is
primarily concerned to ensure that the affairs of the
company are mannered in accordance with the provisions of
the Companies Act and articles of association of the
company.
The Indian Companies Act, 1956 (as amended through the
Companies Amendment Act 1974) in Section 2(45) defined
a secretary as "any individual, possessing the prescribed
qualifications, appointed to perform the duties which may
be performed through a secretary under the Act and any
other ministerial or administrative duties".

 From the definition or a secretary, the following

three points emerge:
Only an individual can be appointed as a
company secretary. Therefore a firm or a body
corporate cannot be appointed as a company
secretary.
The company secretary should possess the
qualifications prescribed through the Central
Government.
The duties of the company secretary are of a
ministerial or administrative nature.

QUALIFICATIONS OF A COMPANY
SECRETARY
According to Section 2 (45) of the Companies
Act, a company secretary necessity possess
the qualifications prescribed through the
Central Government from time to time
Every Company having a paid up share
capital of Rs. 25 lakhs or more should have
a whole time secretary.
No person can be appointed as whole-time
secretary unless he is a member of the
Institute of Company Secretary of India.

 Companies having a paid up

share capital of less than Rs. 25
lakhs may not appoint a whole-time
secretary.
Any person possessing one or more
of the following qualification can be
appointed as a secretary for small
sized companies.

1. A member of the 'Institute of Company Secretaries of India;

2. Any person who has passed the Intermediate examination
mannered through the Institute of Company Secretaries of India;
3. Post-graduate degree in Commerce or Corporate Secretaryship
granted through any University in India;
4. Law graduate from any University;
5. A member of the Institute of Chartered Accountants of India;
6. A person holding post-graduate degree or diploma in Management
science granted through any University or the Institutes of
Management Ahmedabad, Calcutta, Bangalore, or Lucknow;
7. A member of the Institute of Cost and Works Accountants of India;
8. Post-graduate diploma in company secretaryship granted through
the
9. Institute of Commercial Practice, Delhi, under Delhi Administration
or diploma in corporate laws and management granted through
the Indian Law Institute, New Delhi;
10.Post-graduate diploma in Company Law and Secretarial Practice
granted through the University of Udaipur, or A member of the
Association of Secretaries and Managers, Calcutta.

APPOINTMENT OF
SECRETARY
Presently like the first directors of the
company, the first secretary may be
appointed through the promoters.
Such a person helps the promoters in
carrying out all the preliminary work in
connection with the formation of the
company. Such a secretary is often
referred to as the 'pro tem secretary'
(secretary for the time being).

 Normally, the appointment of a

company secretary is made through
the Board of directors in their first
meeting through passing a
resolution.
A service agreement is executed
flanked by the company and the
secretary in which the conditions and
circumstances of his appointment,
remuneration etc. are stated.

 A director, being an individual can be

appointed as secretary, but it requires
the 'approval of the company through
special resolution
But where the Board of directors of a
company consists of only two
directors, then neither of them can be
appointed as secretary of the
company.

LOCATION OF A COMPANY
SECRETARY

As
As
As
As

a Servant of the Company:

an Agent of the Company:
an Officer of the Company
an Advisor to the Board:

LIABILITIES OF A
SECRETARY
Statutory Liabilities
Contractual Liablities

Statutory Liabilities
The company secretary may be held for the following:
Default in holding the statutory meeting and filing the
statutory statement with the Registrar (Section 165)
Default in recording the minutes of the meetings of the
shareholders and the Board (Section 193),
Default in registering sure resolutions and agreements
requiring registration (Section 192),
Default in maintaining the register of directors (Section
303),
Default in maintaining the statutory registers such as
index of register of members, register of loans, register
of charges etc.,
Liability for creation any false or misleading statement.

Contractual Liabilities
In addition to the several statutory liabilities, a company
secretary has many contractual liabilities which arise out of
his service agreement, they are as follows:
He shall be liable for any loss or damages caused to the
company through willful neglect or negligence in the
discharge of his duties;
He shall be personally liable if he acts beyond his authority;
He shall be liable to account for the secret profits made
through him through virtue of his work
He shall be liable to indemnify the company for any loss
suffered through the company as a result of disclosure of
some secret information relating to the company some
rights are given to the secretary through the Act. Board of
directors and the common with the company.