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. 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. Right to supervise and Control the secretarial Department: Right to sign documents requiring permission of the Company. 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