Question

state the qualifications of a company?​

Answer 1

Answer:

After reading this article to learn about: 1. Definition of a Company Secretary 2. Qualifications of the Secretary 3. Functions and Duties of the Company Secretary.

Definition of a Company Secretary:

A Company Secretary means “a person who is a member of the Institute of Company Secretaries of India”. [Sec. 2(i) (c) of the Company Secretaries Act, 1980],

According to Section 2(45) of the Companies Act, 1956, “Secretary means any individual possess­ing the prescribed qualifications, appointed to per­form the duties which may be performed by a sec­retary under this Act and any other ministerial or administrative duties”.

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Legal Status:

The Companies Act, 1956, imposed certain statutory obligations on the secretary of a company but law does not define his exact position. From the nature of functions performed by a secretary, we can have some idea about the legal position of a Company Secretary. According to the law of the land, a secretary is merely a servant of the com­pany working under full control of the Board of Directors of the company.

He will carry out the or­ders given to him by the Directors. But since the judgment of Lord Esher in 1887, everything has changed. Legal position of the Company Secretary has completely changed. Today a secretary occu­pies a very important position in the administra­tive setup of the company. He is an officer of the company with extensive duties and responsibili­ties.

He is no longer a mere clerk. He regularly makes representations 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.

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Companies Act also regards him as the princi­pal officer of the company who is personally re­sponsible for filing various returns to the Registrar of Companies. The legal status of the secretary has been de­scribed as a servant of the company but the actual position is much more than a servant.

It is the duty of the Company Secretary to ex­ecute the policy decisions of the Board of Direc­tors. He plays an important role in the administra­tive work of the company. As a man on the spot he has to take quick decisions on many routine mat­ters. As the Chief Executive Officer of the Company, he has tremendous influence on the Directors and gives valuable advice in the policy decisions of the Board of Directors.

Since the Directors are fully busy with the de­velopment of business, they have no time to deal with shareholders, staff and the public. The secre­tary communicates the decisions of the Board of Directors to the staff, shareholders and the public. Here the secretary is the liaison officer between the Directors and others.

As the secretary has a sound knowledge of the Companies Act, the Board of Directors seek expert advice from him. The secretary has to convene and conduct all meetings of the company. He will prepare the agenda and send notice to all concerned and help the Chairman of the meeting in conducting the meeting.