Company Secretary
Company Secretary is an officer appointed by the directors to handle legal issues rules and
regulations in corporate body.
The word 'Secretary' has been derived from the Latin word 'Secretaries' which means a
notary or scribe.
The Companies Secretaries Act, 1980 defines a company secretary as "a perce who is a
member of the Institute of Company Secretaries of India".
Qualification of a Company Secretary
The company secretary must possess the qualifications which are prescribed by the Central
Government.
1. Companies having paid-up capital of 5 crores or more
The every company having a paid up share capital of not less than 5 crores must have a
whole-time secretary. The person to be appointed as a secretary muss be a member of
Institute of Company Secretaries of India.
2. In the case of any other company
A company having paid up share capital of less than 5 crores may appoint any individual as
its whole-time secretary if he possesses one or more of the following qualifications specified
below:
i.Membership of Institute of Company Secretaries of India (ICSI).
ii.. Pass in intermediate examination conducted by ICSI
iii. Post Graduate Degree in corporate secretaryship.
iv. Degree in Law by any University.
V Membership of the Institute of Chartered Accountants of India.
vi. Membership of the Institute of Costs and Works Accountants of India.
vii. Post graduate degree or diploma in Management Science granted by University or
Institute of Management, Ahmedbad, Culcutta, Banglore, Lucknow
viii. Post graduate diploma in Company Secretaryship granted by Institute of Commercial
Practice under Delhi. Administration or Diploma in Corporate Laws and Management
granted by Indian Law Institute, New Delhi.
ix. Post graduate diploma in Company Law and Secretarial Practice granted by University of
Udaipur.
x. Membership of Association of Secretaries and Managers, Culcutta.
Powers of the Secretary
The secretary is empowered to perform the following
1. All acts which the Board of Directors specifically direct him to perform
2.All acts which are essential to enable him to discharge his duties as the administrative
head, to supervise, direct and control all activities.
3.All acts which he is required to perform under enactments like Income Tax Act. Companies
Act, Indian Stamp Act, SEBI, etc.
Duties of a Company Secretary
A secretary of a company has general and statutory duties.
A.General Duties
1.Secretary is expected to perform his duties with reasonable care and skill
2. He should discharge his duties in good faith.
3.He must abstain from disclosing any confidential or secret information relating to the affairs
of the company.
4. He must not make any secret profits by virtue of his position as the secretary of the
company
5.A company secretary if appointed by an agreement of service, which defines his duties as
well as powers is under a duty to act within the scope of his authority.
B. Statutory Duties (under various laws)
1. Under the Companies Act
i.To provide guidance to the directors with regard to their duties, responsibilities ang powers.
ii. To facilitate the convening of meetings and attend Board, committee and gener meetings
and maintain the minutes of these meetings.
iii. To obtain approvals from the Board, general meeting, the government and or authorities
as required under the provisions of the Act.
iv. To represent before various Regulators, and other authorities in connection wis discharge
of various duties.
V To assist the Board in the conduct of the affairs of the company.
vi. To assist and advise the Board in ensuring and in complying good corporate governate
and best practices.
vii. To discharge other specified duties under the Act or Rules.
viii. To discharge other duties as may be assigned by the Board from time to time
2. Under the Income Tax Act
Income Tax Act imposes certain legal obligations upon the secretary of the company.They
are
i. To ensure that proper income-tax is deducted at source from the salaries paid to the
employees or interest paid to the debenture holder or depositors. ii.. To see that a certificate
of income-tax deducted at source is furnished to every debenture holders or depositor.
iii. To ensure that the tax so deducted has been deposited in Government Treasury
iv To verify and submit miscellaneous statements, forms and returns.
3. Under the Indian Stamp Act
It is the duty of the secretary to see that documents like letters of allotment, share
certificate, debunture certificate, transfer form etc are properly stamped as per the
provisions of the Indian Stamp Act. form, etc are properly stamped as per the provisions of
indian stamp act
4. Under the Other Acts
The secretary of a company is also required to perform the various duties specified under
the ESI Act, The Industrial Dispute Act, The Minimum Wages Act, The Factories Act. The
Employees Provident Funds and Miscellaneous Provision Act, Foreign Exchange
Management Act (FEMA), SEBI, etc
