Question

Answer the following question:

Explain the Company Secretary.

Answer 1

(1) Meaning: Any individual possessing the prescribed qualifications and appointed to perform the duties of a Secretary under the Companies Act and any other ministerial or administrative duties is called a Company Secretary. This definition states that:
(i) Secretary should be an individual and not 3 mm or body corporate.
(ii) He should be a member of the Institute of Company Secretaries of India (lCSI).

(2) Appointment: The first secretary is appointed by the promoters of the company. He is called pro-tem secretary and subsequent secretaries are appointed by the Board of directors by passing a board resolution to that effect. The listed companies and all other companies with a paid-up share capital of Rs 5 crore or more must appoint a whole-time company secretary. The Board decides the terms and conditions of his employment. The appointment of secretary must be recorded in the Register of Directors and key managerial personnel and their shareholdings.

(3) Rights of Company Secretary:
(1) A Company Secretary has a right to supervise and control the working of the department that comes under his jurisdiction.
(2) He has the right to be indemnified by the company for any loss suffered by him while discharging his duties.
(3) He has a right to sign a document or proceedings requiring authentication of the company.
(4) He has a right to get remuneration as an employee of the company.

(4) Duties of Company Secretary:

(a) Statutory Duties:
(1) To organize and attend all the meetings of the company including Board meetings and furnish relevant statistical information, records, documents, etc. required for the meeting. To assist the Chairman in conducting the proceedings of the meeting smoothly.
(2) To draft the minutes of the meeting and place the same before the Chairman for his approval.
(3) To attend, to correspondence with the; shareholders regarding allotment of shares, calls on shares, forfeiture of shares, transfer, and transmission of shares, distribution of dividends, notices of general meetings, etc.
(4) To issue notices and circulars to the members of the company and other stakeholders as directed and guided by the Board.
(5) To maintain various statutory books of the company such as the register of Members, Register of Directors, Minutes Books, and Share Transfer Book. Etc. He is personally responsible for maintaining such books.
(6) To file various returns, statements, balance sheets, and other documents such as reports, resolutions and lease deeds, etc. with the Registrar of Companies within the stipulated time-limit.

(b) General Duties:
(1) To advise and guide the Board and Director Of the company with regard to their duties, responsibilities, and powers.
(2) To represent the company before different authorities and regulators with the discharge of different duties under the act.
(3) To help the Board in the conduct of the affairs of the company.
(4) To provide assistance and advise the Board in ensuring good corporate governance.
(5) To carry out and perform all the duties that are assigned to the secretary by the Board from time to time.

(5) Remuneration: The Companies Act does not make any provisions as to the remuneration payable to the company secretary. The remuneration of the company secretary is fixed by the company in the contract. The company enters with him.