Company Secretary and

Meetings

Greeshma Pandey, DCHSS 2010-2011

Definition of Company Secretary
According 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 Secretary
High 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 Secretary
Appointment 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 Company
Signing 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 director
To 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
public
Issue 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 Incorporation
Drafting 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 Incorporation
Obtain 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