MANAGEMENT AND CONTROL OF COMPANIES – IV – COMPANY SECRETARY

MANAGEMENT AND CONTROL OF COMPANIES – IV – COMPANY SECRETARY

"Secretary" means a Company Secretary within the meaning of clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980), and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties – Section 02(54)

Section 383A (1)

Every company having such paid-up share capital as may be prescribe shall have a whole-time secretary, and where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company

Every company having a paid up Share Capital of not less than prescribed amount (Presently 5 Crores) must have a whole time Company Secretary who should be member of Institute of Company Secretary of India – (Companies Appointment and Qualification of Secretary Rules, 1988)

Every company not required employing a whole-time secretary under sub-section (1) of Section 383A and having a paid-up share capital of ten lakh rupees or more shall file with the Registrar a certificate from a secretary in whole-time practice

The provision of Section 383A of the Act is applicable to Section 25 Companies also.

Position of Company Secretary

• Cannot participate in the management of the Company’s affairs.
• Cannot negotiate contracts on behalf of company
• Cannot borrow money in the company’s name
• Cannot transfer shares without the Board’s authority
• Cannot call meetings of members
• No power to strike a name off the Register of Members, without the authority of Board of Directors.

Duties of Secretary

1. Statutory Duties

   Section 54 - Authentication of documents and proceedings.

   Section 70 – arrange to file statement in lieu of prospectus

   Section 75 - Return as to allotments

   Section 97 - Notice of increase of share capital or of members.

   Section 113 – Deliver share or debenture certificates

   Section 115 - Entries in register of members on issue of Share warrants

   Section 118 – Make available for inspection of trust deed and forward a copy of it to members

   Section 125- 126, 127 – Registration of Charge and Mortgage to ROC.

   Section 146 – File Registered office of company

   Section 147 - Publication of name by company.

   Section 149 – Declaration for obtaining commencement of business.

   Section 161 - Further provisions regarding annual return and certificate to be annexed thereto

   Section 163 – Allow inspection of registers and returns.

   Section 171 - Length of notice for calling meeting.

   Section 192 - Registration of certain resolutions and agreements.

   Section 193 – Prepare Minutes of proceedings of general meetings and of Board and other    meetings.

   Section 196 – Allow Inspection of minute books of general meetings.

   Section 215 - Authentication of balance sheet and profit and loss account.

   Section 286 – Issue Notice of meetings.

   Section 304 – Make available Inspection of the register to Directors

   Section 454 – Assist in preparing Statement of affairs to be made to Official Liquidator.

   Section 224 – To inform Auditor of his appointment.

 2. Maintain following Statuary Books

             Section 49 – Register of Investments of company to be held in its own name.

             Section 143 – Register of charges.

             Section 150 – Register of members.

             Section 152 – Register and index of debenture holders.

             Section 301 – Register of contracts, companies and firms in which directors   are interested

             Section 303 –Register of directors, manager and secretary.

             Section 307 –Register of directors' shareholdings, etc.

             Section 372A–Register of loans and investments.

STATUTORY LIABILITY

Section 75 (4)

Section 77A 911)

Section 113 (2)

Section 127 (2)

Section 163 (5)

Section 165 (9)

Section 168

Section 188 (8)

Section 193(6)

Section 196(30)

Section 210 (5)

Section 286 (2)