Definition and qualification of
a Company Secretary:
Company Secretary Appointment and his Rights and Obligations needs
to understand the definitions and as per sec. 2(24) of Companies Act 2013,
Company Secretary means a Company Secretary define in sec. 2(1)(c) of the
Company Secretaries Act 1980. As per this clause, Company Secretary means a
person who is a member of Institute of Company Secretary of India. Company
Secretary is managerial personnel in a private sector company and in a public
sector company, a Company Secretary is a person who can represent his company
before any quasi-judicial body in relation to any legal dispute and other
legal litigation.
To be qualified as a company secretary, one must clear the:
1. Company Secretary Executive level programme and Professional level
programme.
2. Must have training certificates which includes student induction
programme, executive development programme, professional development programmed
and long term internship with specified cs entity.
However to apply for the above
programmes, one must:
(a) Be a graduate from any recognized university or institution.
(b) Should not be less than 17 years of age.
Thus, a
company secretary should be a member of the institute of companies secretaries
of India.
Legal Position of a
company secretary
The legal
position of a company secretary may be explained as follows:
a) Servant of the company: The Secretary of a company is servant of
the company, whose duty is to act in accordance within the instructions given
to him by directors.
b) Agent of the company: The secretary of a company, being chief
administrative officer of the company by virtue of his office, is also an agent
of the company in a restricted sense. He also ostensible authority to enter
into contracts on behalf of the company as regards matters connected with
office administration.
c) Officer of the company: As an officer of the company, the
secretary may incur personal liability to statutory penalties by reason of
non-compliance with the requirements of Companies Act, 2013. Besides, he is a
chief officer under whose supervision all ministerial and administrative work
at registered office of the company is carried on.
Rights of the Company
Secretary:
Company
Secretary is a senior level officer. He enjoys the rights as per the agreement
signed by him with the Company. Some rights areas follows:
a)
As a senior level officer Company Secretary can supervise, control
and he can direct subordinate officers and employee.
b)
A Company Secretary can sign any contractor agreement on behalf of
the company as a principle officer of a company, subject to the delegation of
power by the board of the company.
c)
Company Secretary can issue guidelines for the employees on behalf
of the company.
d)
Company Secretary can attend meeting of shareholders and the
meeting of board of directors.
e)
During Winding up he can claim his legal dues as a preferential
creditor of a company.
f)
He can sign and authenticate the proceeding of meetings (Board,
Annual general or extra ordinary general meeting) and other documents on behalf
of the company where common seal is not required.
g)
Company Secretary is a Compliance Officer and he has a right to
blow whistle whenever he finds the conduct of the officers or of the directors
of the company are detrimental to the interest of the company.
Duties of the Company Secretary
The duties of a company secretary are
classified under the following heads:
1. Statutory duties:
1) Duties towards the company: The Companies Act, 2013 imposes a
number of duties on the secretary such as:
a) To make a statutory declaration for obtaining certificate of commencement
of business;
b) To sign annual report; and
c) To sign every balance sheet and every profit and loss account in
case of non-banking companies.
2) Duties to directors: The duties of a company secretary in relation
to directors are:
a) To work according to instructions of directors;
b) To maintain all important correspondence, files and records for
reference of directors; and
c) To draft directors report.
3) Duties to whole-time managerial authority: If a company is managed
by managing directors or a manager, the main duties of a company secretary in
relation to such managerial personnel are:
a) To organize and control head office of the company efficiently;
b) To submit all statutory returns in time; and
c) To draft contracts with vendors, if any, and also with
underwriters and share brokers;
2. General Duties:
1) Duties towards office and staff: It is a company secretary’s duty
to see that various departments are properly organized, supervised,
co-ordinated and adequately staffed. He must act as a friend, philosopher and
guide to staff.
2) Other duties: The miscellaneous duties of a company secretary are:
a) To represent the company on social functions;
b) To act very cautiously and in the best interest of the company, in
case of any emergency;
c) To act with authority and maintain secrecy of confidential
matters; and
d) To perform his duties honestly and diligently.