SPCC 2 Marks Each

According to the Companies Act, a secretary must have the educational qualifications of a company secretary. In addition it is necessary to have various knowledge such as accounting, meeting management etc.

Since the company secretary has to communicate in English with different parties and also with foreign companies and all the work has to be done in English, it is necessary to be fluent in English.

The Secretary is expected to have knowledge of various laws like Indian Contract Act, SEBI Act, Sales Act, Stamp Duty Act, Provident Fund Act, Securities Agreement Act, VAT Act, Service Tax Act etc.

The following is to be done to register the appointment of Company Secretary with the Registrar of Companies:

1. Resolution of the Board of Governors along with Form MGT-14 and consent form taken from the Secretary as KMP.
2. . The consent of the person appointed as KMP along with Form-MR-1 and the resolution of the Board of Directors are registered within 60 days.

The secretary has to work hard as the chief administrative head, and face irregularities. He needs to have good health to carry out such difficult tasks easily.

The basis of the work of the Company Secretary is as follows:
1. Size of the company.
2. Type of business.
3. Terms of appointment.
4. On the work assigned by the managers and on the agreement made at the time of appointment.

Necessary resolutions cannot be passed in time if the secretary does not have the knowledge of meeting management. The same fails to discharge its duties towards managers and shareholders, causing them to become legally liable.

The Company Secretary is required to perform the following legislative duties:
1. To guide the managers in their duties, powers and responsibilities.
2. To organize the board and general meeting.
3. Keep notes of the meeting.
4. To seek approvals from the Government or other authorities as per the provisions of the Companies Act and
5. Other duties mentioned in the company have to be discharged.

In modern time the company form is a very specific form. In that the owner and management are different. Being an owner shareholder can not manage the company by own, but rather they elect their representative and he does the management. Legally company is on artificial person. So in order to fulfil various responsibilities, and legal obligations the role of company secretary is important.

The Company Secretary’s position is important for management, company, shareholders,employees, creditors, government departments and company registrar.

With time interval Company Secretary has to register various types of statements, document and other information is to be presented and registered to the company registrar.

Limitations of authority of a company Secretary.
(1) The Secretary cannot borrow finance on behalf of the company for the company affairs.
(2) The Secretary cannot take any decision on policy matters.
(3) The Secretary cannot issue shares to the public without authority.
(4) He cannot enter into agreements on behalf of company.

The Company Act doesn’t provide specifically for the authority of a secretary. There is a provisions for authority in the Articles of association. If it is not defined in the Articles of association, Board of Directors, pass a resolution regarding authority of the secretary.

The Secretary prove to be a friend and guide for the Board of Directors as he has knowledge of various laws, technical aspects and has good experience.

The knowledge of computer is expected from a secretary because he has to store huge data of shareholders, Debenture holder and various other parties of the company. Moreover with the help of electronic gadget time and effort can be saved.

The company Secretary must be converse himself with present affairs and changing situation. So the board of directors may be intimated in proper time, situation can be handled proierly and the arising situation can be turn into a profitable one.

The Company Secretary has to issue notice for meeting, he has to prepare agenda and also he has to write down minutes. During these meetings he has to observe rules and regulation for quorums , proxy and voting rights as per company act and also after meetings he has to write minutes books.

The books of accounts must be prepared as per rules and regulation of the company act in time. He has to make audit timely, has to prepare accounts in time, submit annual accounts in time to the shareholders in annual general meeting.

The Company Secretary has to work with many parties like shareholders, debenture holders, board of directors, government officers, empIo-yees- general public etc Moreover he has to work with bank, government department and other specialized professional persons.

According to Company Act the following three persons have been included as Key Managerial Personnel (KMP).
(1) The managing Director or Chief Executive Officer orjhe Manager,
(2) The Company Secretary and
(3) The Chief Financial Officer/such other Officer as may be prescribed.

According to Company Act a secretary must be have a- degree of Chartered Secretary (CS.). Moreover degree of law helps him to prepare agreements, legal documents, contracts and in other legal affairs.

It is essential as all affairs of the company are done in English. If the company is foreigusic company in must have excellent command over English language.

Indian Contract Act, SEBI Act, Sales of goods Act. Stamp duty act, Provident fund Act, VAT, GST etc. are essential for the Company Secretary to perform his duty perfectly and lawfully.

With the Registrar of Companies:
(1) Form MGT 14 along with resolution of Board of Directors and consent letter to work as KMP C Key Managerial Personnel) should be registered.
(2) Form MR1 and willingness letter to work as KMP and resolution of Board of Directors should be registered within 60 days.

As the Company Secretary is chief Administrative head, he has to work hard at different levels. To fulfil his commitments he has to work hard and for that good health is essential so that he will not get tired.

The responsible factors for functioning of Company Secretary are (A) Size of company (B) Type of business (C) Conditions of appointment (D) The work given by the management as well as mention in the contract at the time of appointment.

If the secretary does not have knowledge of conducing meeting then the resolution cannot be passed timely. That is why he fails to play an impressive role in front of management and shareholders, for this he is only responsible legally.

Secretary has to - (1) Guide the management towards their responsibility and position.(2) Arrange the board of directors meeting ancLgeneral meeting. (3) To keeps minutes of meeting. (4) To take permission from government and other authorities according to Companies Provisions. (5) To fulfil various other rsponsibilities according to company provisions.