Question

In panorama development limited vs fidelis Furnishing Fabrics Limited (1971 3 AIIER 16 (CA) ) Lord Denning M R stated:

But times have changed. A company secretary is a much more important person nowadays. He is an officer of the company with extensive duties and responsibilities. The appears of the role which he plays in the day-to-day business of companies. This appears also by the role which he plays in the day-to-day business of companies. He is no longer a mere clerk. He regularly makes representation on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company's business. So much so that he may be regarded as having authority to do such things on behalf of the company. He is certainly entitled to sign contracts connected with the administrative side of a company's affairs, such as employing staff, ordering cars and so forth. All such matters now come within the ostensible authority of a company's secretary.'

discuss this statement and the legal position of the company secretary in general.

Answer 1

company secretary

A company secretary is a senior position in a private sector company or public sector organisation. In large American and Canadian publicly listed corporations, a company secretary is typically named a corporate secretary or secretary. He company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the board of directors are implemented

                          Company Secretary (CS) is one of the principal posts in a company. He/she act as a conscience seeker of the company. A certified Company Secretary is hired to handle the legal aspects of a firm. A CS is responsible for complete company’s tax returns, keep records, advise board of directors and ensure that the company complies with legal and statutory regulations. In India, The Institute of Company Secretaries of India (ICSI) is the only recognized professional body in India to develop and regulate the profession of Company Secretaries. The ICSI provides training and education to lakhs of aspiring Company Secretaries.

    To be able to professionally practice Company Secretaryship, an individual has to complete three levels of training and examination, set by the ICSI.

                       The Institute of Company Secretaries of India provides training to candidates aspiring to pursue CS. The institute conducts its CS programmes at the three levels. On completion of the course, candidates are issued certificates.

The programmes imparted by ICSI at three levels are as follows:

1. Foundation Programme

2. Executive Programme

3. Professional Programme  

CS - Eligibility

Any student who aspires to become a certified Company Secretary must fulfill the given below eligibility criteria to pursue the programme:

Minimum qualification required to register for the first level (Foundation Programme) of Company Secretary course in Class XII pass in any stream (excluding fine arts) from a recognized university or equivalent

Roles and responsibilities

Duties of Company Secretary play an important role in the company. Role of company secretary in company law commands over the smooth functioning of the administration process in a business environment of the company. As it is the top qualification of company secretary in the country, the responsibility and role are very complicated and need channelized attempts to be displayed in a phased manner.

1. Guide:

CS works as an advisor by suggesting the role and power of the chairman and director of the company.

2. Company Secretary Audit:

A CS makes sure that the company is following the laws and guidelines explained in the memorandum in order to make the easy functioning of the organization, as per the rules mentioned in Section 204 of the Companies Act, 2013. It is not only a role, but the duty of the CS to execute such audits of prescribed and listed companies.

3. Legal Advisor For Business:

The Company Secretary firm knows the laws of the company very well and works as a legal advisor for the executives. During court of law matters, he advises on the company rights by taking the deep subject knowledge from the expert.

4. Link Between Inter and Intra Company Works:

A Company Secretary plays a role of connectors between the investors, board of directors, and authorities who work in the direction of the company’s functioning and regulation.

5. Keep Record Of Legal Works:

The professional company secretary of India maintains the information regarding investors, shares, directors, and members in a record.

6. Scheduling Company Meetings:

He is also responsible for arranging the shareholders and company board meeting. The articles of the company will work on the final needs for shareholder and board of director meetings, but it is the legal company secretary who is responsible for following the notice necessities, deal with any sort of furnishing or revising the records.

7. Maintaining Company Records:

The company secretary firm oversees the matter of maintaining some records of a company even if it is not strictly needed by the law

8. Command over Corporate Governance:

A structure of good corporate governance is important for companies irrespective of the size, but it becomes difficult with a load of increasing stakeholders and company size.

Legal position of the company secretary in general.

1. Secretary is an officer:

According to section 2(ii) of the company Act 1994, a Company secretary is an officer of the company. He supervises all ministerial and administrative activities. He performs every correspondence on behalf of a company. So, he is a responsible officer of the company.

2. Secretary is a servant:

A company secretary performs all duties as per authority given by the board. He can exercise such power only which is delegated to him. Therefore he is a servant of the company.

3. Secretary is an advisor:

The company secretary gives important advice to the board of directors and supplies relevant information or data required to make a policy of the company. Also, he advises on time-bound changes to cope with current socio-economic challenges.

4. Secretary is co-ordination:

He coordinates the activities of various departments and units and keeps liaison with the directors, staff and other stockholders of the company.

5. Secretary is an administrator:

A company secretary is considered as the chief administrative officer, of the company. He regularly makes representation and enters into” contracts on behalf of the company. He is solely responsible for the board of directors for the smooth running of the office work.

6. Secretary is an agent:

A company secretary is also regarded as an agent of the company as he signs a contract on behalf of the company.