Company Secretary and Meetings

Greeshma Pandey, DCHSS 2010-2011

Definition of Company SecretaryAccording to Indian Companies Amendment

Act 1988,

“Secretary means a person who is a member of the Institute of Company Secretary of India and

includes any other individual possessing thee 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.”

Meaning Company secretary is a person whose duties and

functions range from conducting of correspondence, keeping of records and accounts, writing of minutes, reports etc. to acting as a public relations officer of the employee.

The company secretary is primarily concerned with the implementation of the policy laid down by the management. But sometimes, he may help the management in even shaping such policies.

Characteristics A firm cannot be appointed as a company secretary. Only an individual

can be appointed so.

He should either be a member of the Institute of the Company Secretaries of India or have the requisite qualification.

He has to perform all the duties prescribed under the Indian Companies Act 1956

He has been deemed as an Officer of the company.

In case of companies having a paid up share capital of more that Rs, 50 Lakh or more, the whole time company secretary must be a member of the Institute of the Company Secretaries of India.

He is a paid servant of the company.

Qualifications

For companies whose paid up share capital is Rs. 50 Lakhs or more, its compulsorty to appoint a full time company secretary. Such a secretary should compulsorily be a member of the Institute of Company Secretaries of India.

Qualifications For the companies whose paid up share capital is less than 50 Lakhs: - Member of the ICSI

Passed Intermediate Exam conducted by ICSI Delhi

Post graduate in Commerce degree

Degree in Law granted by any university

Member of ICSI

Member of ICWA

PG degree or Diploma in Management Sciences by IIM’s

Post graduate diploma in Company law and Secretaryship

Member of the Association of Secretaries and Administrators

Disqualification of Company Secretary

Who is not competent to contract

Who is the Auditor of the company

Who is the director of the company

Qualities of An ideal Company SecretaryHigh Standard of Education

Impressive personality

Knowledge of office organization

Knowledge of mercantile law

Knowledge of economics, banking and finance

Qualities Contd…Knowledge of Companies Act 1956

Knowledge of a foreign language

Qualities of an officer

Intelligence and sound memory

Honesty and Sincerity

Qualities Contd…Ability to execute the policy

Secrecy

Courtesy

Practicability

Good at public Relations

Appointment of A company SecretaryAppointment by the Promoters

Appointment by the Articles of Association

Appointment by the Board of the Directors

Term

Payment not to b made tax free

Agreement for Appointment

Maintenance of Register

Legal Position As the servant of the company

As an agent of the Company

As an officer of the company

Duties towards the CompanySigning the document which requires authentication by the company.

Make statutory declaration for obtaining certificate of commencement.

Give notice of the increase in the share capital of the company to the Registrar

To make entries in the register of members on the issue of share warrant and share certificate

To sign the Annual Report

To send notices of meetings

Duties towards the directorTo deal with all correspondence in which directors

are interested.

Issue notices of the meetings

Arranging for the meeting and preparation of agenda

Keeping the record of the minutes

Drafting the Director’s report

Duties towards the shareholder and the publicIssue of prospects

Inviting applications for subscriptions of shares and debentures

Arranging for allotment of shares and issue of share certificate

Dealing with all kinds of correspondence between the company and shareholder and public

To issue notice and agenda of meetings to them

Duties before IncorporationDrafting MOA and AOA

Conforming the name of the company with the Registrar of the Companies

Keep records of meetings of promoters

File MOA and AOA with the registrar

Affixation of stamps

Remittance of Registration fees

Duties after IncorporationObtain the certificate of Commencement

Convene Board Meetings

Send letters of Allotment

Inform the registrar about the place of the registered office

Displaying the name of the company at the registered gate

Arranging of various registers

Filing various returns and documents

Rights of A company Secretary Right to get Remuneration

Right to control the office

Right of representation

Right to call and sign meetings

Right to correspond

Right to contract

Right to issue Certificates

Right to daily Proceedings.

Rights…Right to accept negotiable instruments

Right to execution of documents

Right to attend meetings

Right to compensation

Right to pension and gratuity