Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2022 (8) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2022 (8) TMI 1117 - Tri - Companies LawPower to Company secretary to initiate suit or any other legal proceedings in the absence of specific authorization - locus standi of the Company Secretary in the main application - fulfilment of requiremnt of section 90 - that every individual who holds beneficial interest over the company shall make a declaration specifying the nature of the interest in form No. BEN-1 within a period of 90 days - officer in default - section 2(60) of the Companies Act, 2013 - HELD THAT:- There is no idealistic overstatement in holding that company secretary is required to act not only with adequate diligence but with proper and necessary diligence while discharging his duties by sounding the knell in order to alert all concerned including the board of directors on occasions where he apprehends deviations from sound corporate principles and prudent governance practice in the best interest of the company and its stakeholders. The clause (f) of sub-section (5) of section 134 read with sub-section (5) makes it a mandatory prescription to devise and put in place proper system to ensure the compliance with all applicable laws and that such systems are adequate and operating effectively, the violation of which will drag the company and every officer in default to penal consequences including penalty up to Rs. 24 lakhs for the company and imprisonment to the officer in default for a term up to three years or with a fine up to Rs. 5 lakhs or with both - The company secretary in the instant situation has acted diligently and promptly to ensure compliance with the mandatory provisions by moving this Tribunal. To answer the question put forward whether the company secretary has the locus standi to file such application, the same is answered in affirmative by virtue of the above position of law, it is fairly clear that the company can be represented by the company secretary since he is a key managerial person under section 2(51) of the Companies Act, 2013, officer in default as per section 2(60) as per Companies Act, 2013 and as per the power given under section 205(1)(c) read with rule 10 clause 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 it is abundantly clear that the company secretary can represent before various regulators and other authorities under the Act in connection with discharge of various duties under the Act. Application dismissed.
|