2. Company secretary
the word secretary is derived from the Latin word
“ secretaries ” means confidential officer.
A secretary is defined by Oxford Dictionary as “ one who is
employed to conduct correspondence, to keep records and
to transact various other businesses for another person or for
a society, corporation or public body”.
Definition of secretary:
The companies Act1956 as amended by the Amendment Act
of 1988,defines a secretary as “ any individual possessing the
prescribed qualification appointed to perform the duties
which may be perform by a secretary under the Act and any
other ministerial and administrative duties”.
3. Here prescribed qualification means;
1. Membership in the Institute of Company
secretary of India(ICST)
2. pass in the intermediate examination
conducted by the institute of company secretary
in India (ICSI)
3. post graduate degree or corporate secretary
ship awarded by any university in India
4. Degree in law awarded by any university.
5. membership of the institute of cost and works
Accounts of India.
6. membership in the institute of charted
Accounts of India.
7. post graduate degree or diploma in
Management sciences granted by any university.
8. any other qualification prescribed by CENTRAL
GOVERNMENT under the company rules
1975(secretary qualification).
4. DUTIES OF COMPANY SECRETARY .
The duties of a secretary vary from company to company,
depending upon the nature on the business, size of the
company and the power enjoyed by and responsibilities
entrusted with the secretary. The duties of a company
secretary may be classified under the following broad heads;
1. General duties
2. statutory duties.
GENERAL DUTIES includes
a)duties in relation to promotion stage, incorporation stage
b)duties in relations to shareholders.
c) duties in relations to public.
d) duties in relations to organizations and office.
e) duties in relations to directors.
5. a)duties in relation to promotion stage, incorporation stage
In promotion and incorporation stage
secretary should perform the following duties.
i) Arrange the meeting of promoters from time to time
ii) attend the meetings of the promoters record the proceedings and
keep the minutes of the meeting.
Iii) where the name is approved by the registrar of the companies,
should obtain a letter of no objection from the registrar,
iv) Arrange for the registration of the company within a period of
three months from the date of letter of no objection
V) help in the preparation of various documents such as Prospectus,
MOA,AOA.
Vi) pay the necessary stamp duty, filling fees and registration charges.
And collect the certificate of incorporation from the registrar of
companies office.
6. b) Duties in relation to share holders.
As the shareholders are the real owners
of the company, the secretary has to safeguard their interest
and should attend to their enquiries regarding payments of
dividend, issue of shares etc. And also he has to organize and
supervise correspondence with shareholders with regard to
the following.
i) application and allotment of shares.
Ii) calls of shares.
Iii) forfeiture of shares.
Iv) transfer of shares.
Vi) distribution of dividends.
Vii) notice and circular to members.
Viii) meeting of share holders.
Ix) inquiries and complaints from share holders.
7. c) Duties in respect of public.
The secretary should function as a medium of communication
between the directors and the general public consisting of
debenture holders, bankers, creditors and prospective investors.
He has to be touch with them and provide information that may
be asked for . At the same time he should take care that no
confidential information is divulged to the public. And he should
function as liaison officer between the shareholders and the
directors, the company and the outsiders.
D) Duties in respect to organization and office.
The secretary is generally recognized as the head of the office of
the company. He has to supervise various activities of the office
and coordinate the activities of different departments. In order to
get the best out of the staff to achieve organizational goals.
8. e) Duties in respect to Directors:
the secretary has to look after the correspondence with the
directors, convene board meeting under the direction of the
managing directors , prepare minutes and executes the order and
instruction of the board. He should advise the directors during the
meeting regarding the provisions of various Acts as a guide to the
board of directors.
2) statutory duties :
The statutory duties of secretary are those prescribed by the
companies Act or by the any other legislation such as the income
tax Act, Stamp Act , Sales tax Act, Employee State insurance Act ,
Industrial Dispute Act, Contract Act, Monopolies and Restrictive
Trade practice Act , etc.
9. The most important part of his statutory duties relates to the
various provisions of the companies Act are:
1) Maintenance of books and registers of the company.
2) Filing of necessary returns with the registrar of companies.
3) safe custody and proper use of the common seal of the
company.
4) As per income tax Act requires to take steps for deduction of
income tax from dividends, interest and salary and its payments to
tax authorities.
5) under the stamp Act he has to see that stamps of the requisite
amount are affixed to documents, shares etc.
6) under the Sales Tax Act, he has to arrange for timely submission
of returns and payments of tax.
Finally we conclude that secretary plays vary
prominent role in achieving organizational goals with coordinating
all other departments and departmental heads.
