SPCC 3 Marks Each

The limits of the Secretary's powers are as follows:

• If the Board of Governors has not given the authority, it cannot convene the meeting as it wishes.
• The secretary cannot borrow money on behalf of the company for the work of the company.
• The secretary assists in the contracting process but cannot enter into a contract without authority on behalf of the company.
• No policy decision can be taken by the Secretary.
• It is not binding on the company if it enters into an agreement without the authority given by the management.
• The Secretary cannot give shares to the public without authority.

KMP consists of the following individuals:
1. Managing Director or Chief Administrative Officer or Manager or Full Time Administrator.
2. Company Secretary and
3. The Chief Financial Officer is given the status of a key managerial person.

The post of Secretary ends in the following circumstances:

• When the secretary dies.
• When he becomes unable to contract.
• When the company dismisses the secretary by giving notice.
• When the Secretary resigns.
• When the secretary cheats, betrays or betrays the company.
• When showing unforgivable negligence in his work and causing harm to the company.
• When the Secretary does not comply with the provisions of the Companies Act.
• Personally when receiving hidden profits or commissions.
• The position of secretary ends when the company goes into liquidation or is dissolved by law.

According to the provisions of Company Act a company secretary has to registered Article of Association. Memorandum of Association, Prospectus, and documents on behalf of management before the registrar of the company Moreover various meetings and member register has to be followed by him according to company act.

In any organization all the information of the organization lies with the secretary. After examine the information he preserve it. He has to keep watch on various activities of the company that is why he is the “Eye” of the organization. Moreover he has to listen to the various parties. At the time of important contract by remaining present over there he listens everything and keeps record of it, so he can be termed as an “Ears” of the company. Secretary has to do appropriate correspondence with various parties. With the help of him important public relation is maintain which increase the prestige of the company. So he is compared as a “Nose” of the company which is term as a prestige.

This statement is not completely true. Many qualities are there in a secretary like (1) Intelligence (2) Impressive personality (3) Foresightedness (4) Self-confidence (5) Leadership (6) Decision power (7) Honestly etc. are essential. This qualities are by birth, so we can say that secretary are born. But in secretary many qualifications are essential like as (1) Higher education (2) Legal awareness (3) Accounting knowledge (4) Correspondence awareness (5) Office management and various useful tools as well as computer knowledge. These all qualification can be obtained by proper training. That is why secretary is made.

1. Introduction : Company Secretary is a responsible officer who performes an important role in the company. He has to look after that vaxious work is being done in accordance with the provisions of companies act. If he proved to be irresponsible towards his work then he is liable to pay fine or has to bear punishment. He has to do vigilance over various work over and above his responsibility.
2. Liabilities of Company Secretary : Various authority is being given to Company Secretary from the board of directors. If in this work if he proved to be irresponsible then th following liabilities may arise:
(1) Liabilities regarding violation of law : The Company Secretary is responsible if he violates the provision of Company act.
(2) Regarding not submitting the documents to registrar : The Company secretary is responsible if he does not submit necessary Thcuments to the registrar of Companies in specific time.
(3) Liabilities regarding secret commission or profit : Company secretary is aware of various important information. If he use this information for his ow personal purpose or for obtaining secret profit he is personally responsible. He is responsible if he misuses his power or takes commission secretly.
(4) Liabilities regarding act beyond the powers delegated : The secretary is responsible for any act beyond the powers delegated misappropriaUon of fund, fraud. For this purpose he is liable to punishment with fine and/or imprisonment.
(5) Liabilities regarding negligence of duties : The Secretary is responsible for any loss that occurs by the company due to willful negligence of duties. It is the responsibility of the secretary to pay for loss.
(6) Liabilities regarding minutes of the meeting : The Secretary is responsible ‘for not writing necessary recommendations of the meeting or minutes of the meeting.
(7) Liabilities regarding annual accounts : If the Secretary does not present the annual account in company’s annual general meeting then he is responsible for this fault.
(8) Unauthorized changes in documents : The Secretary is responsible for unauthorized changes made by him in documents.
(9) Liabilities regarding breach of contracts : Secretary has to form important contract with the various parties. If the secretary himself violates, do fraud, betrays the contract he will be responsible for the same.

It is true that the appointment of Secretary is done as per the terms and conditions of agreement the same agreement is followed for the termination. If he wants to do voluntary exemption then also he has follow the agreement rules and has to give prior notice.
The Secretary can be terminated from his position in following circumstances:
(1) In case of death of the secretary.
(2) When the secretary is incapable for contract.
(3) When company issues notice for termination.
(4) According to the provisions of contract if he give prior notice to company and secretary resigns himself.
(5) When any fraud or misappropriations are done with the company by the secretary.
(6) After the incorporation of the company if certificate is not obtain due to any reason.
(7) If company Secretary do betrayal or cheating.
(8) If secretary does serious issues and violate the provisions of company Law.
(9) When any secret profit or commission at the cost of the company is earned or taken by Secretary.
(10) When the company goes in to liquidation or legally minds up the secretary can be terminated.

1. Introduction : At the time of appointment of company secretary, provisions of company law should be followed. Statement regarding this must be registered by promotors infront of company registrar.
2. Provisions regarding appointment of Secretary In company’s act the legal provisions regarding appointment of company secretary is as per follows :
(1) For the company who has subscribed capital of Five crore or more appointment of secretary is mandatory.
(2) Only living persons can be appointed as secretary. The partnership firm or any institute/ corporate units cannot be appointed.
(3) The person who is going to be appointed as a secretary must have certificate from Institute of Company Secretaries of India.
(4) As a company Secretary minor person or an insolvent or an insane person cannot be appointed.
(5) A person who is appointed as a secretary cannot be appointed for other post. That means two post cannot be assigned at a time.
(6) To appoint a company secretary resolution of the Board like terms and conditions of appointment, remuneration and membership number are essential to be passed in the board of Directors meeting.
(7) Willingness Certificate is to be taken from the secretary to be appointed as KMP.
(8) With the registrar of Companies (i) Form MGT 14 along with resolution of Board of Directors and consent letter to work as KMP should be registered. (ii) Form MR1 and willingness letter to work as KMP and resolution of Board of Director should be registered within 60 days.

1. Introduction : Company Secretary is a salaried person appointed by management. Independently he does not have any authority. Board after passing resolution assign various authority to secretary and he has to work within the limitation of it.
2. Limitations of authority of a Company Secretary:
(1) About arrangement of meeting: If the Board of Directors has not instructed the secretary cannot convene any meeting as per his wish.
(2) About borrowing the finance : The secretary cannot borrow finance on behalf of the company for the company affairs.
(3) About preparing agreement : The secretary can help to prepare agreements but he cannot enter into agreement on behalf of company without authority.
(4) About policy matters : The secretary cannot take any decision on policy matters. He can just give instruction or advice.
(5) About formation of agreement : The agreements entered into are null and void for which the secretary is not empowered by the board and the company is not bound for it.
(6) About presentation of share issue : Secretary is a responsible administrative person of a company. He is aware of the secretary of internal matters of the company and he has to maintain it so he cannot issue shares to the public without authority.
In short, secretary can work as per his authority. For other work secretary is personally responsible.

1. Introduction : In the world of commerce, the company from possess some special characteristics. There is difference between owner and management. The shareholders are the owners of the company but they are not directly involved in its management. Under this circumstance, the secretary has to disclose the important information to shareholders. A Secretary is the connecting link between shareholder and management. Moreover various parties like Debtors, Creditors, Competitors, Government, Press etc. -are- connected with the company. Secretary act as a representative of the company infront of various partis. An efficient secretary can establish a good prestige of company.
2. Significance of Company Secretary : The following points explains it clearly:
(1) Efficient administration: Secretary is a responsible administrative person of the company. He distributes the work in various departments of the company. He keeps control on the activities and give essential guidance to the subordinates. Hence there is an efficient administration in the office.
(2) Helpful to management : Management has to follow various provisions and do management of the company. For this secretary as per his legal knowledge, guide the management in the formation of rules and regulations.
(3) Certificate of incorporation : A significant contribution is provided by the secretary to obtain certificate of incorporation by fulfilling all formalities and legal requirements.
(4) Helpful in the issue of share : In the company form share issue is an important work. According to the instruction given by board he help the management according to rules and regulation in the issue of shares.
(5) Management of Company Meeting: In company, mostly all the decisions are taken in the company meeting. So the company meeting has its own importance. He convenes the meeting of shareholders, he keeps minutes, observes correspondence and provides necessary information to shareholders. That is why meeting has its own importance.
(6) Compliance of legal provisions: Secretary have various legal knowledge. Company has to follow various legal provisions. Under this circumstance secretary’s position is almost important. A secretary can rescues the company from the financial and administrative problem.
(7) Formulation of documents : The secretary has to submit and registered the different types of forms, statement and documents with registrar of companies within stipulated time in the frame work of company law.
(8) Important contracts on behalf of company : Secretary according to his power does important contracts on behalf of company. Mostly purchased of assets and for various other things secretary does important contract with various advisors. Responsible secretary can provide maximum profit by doing appropriate contract.
(9) Link between Management and shareholder : Actually the position of secretary is like a trustee of the shareholder. He has to keep the interest of the shareholder before doing administrative work. On the other hand he has to be helpful to management. That is why he is a link between management and shareholder.
(10) Parties and their correspondence : Secretary has to do important correspondence with various parties related to company and reveal the various important information. The appropriate correspondence done by secretary can increase the prestige of company.
(11) Public relation : Secretary is in contact with company Registrar, Employee union, Government, Trade unions etc. With these parties secretary does important correspondence and establish a good prestige of the company. 3. Conclusion; In present time the importance of company secretary is more as compare to other post. The popularity of syllabus of company secretary is one of the important proof.

1. Introduction : Company Secretary is a salaried person appointed by management. Independently he does not have any authority. Board after passing resolution assign various authority to secretary and he has to work within the limitation of it.
2. Limitations of authority of a Company Secretary:
(1) About arrangement of meeting: If the Board of Directors has not instructed the secretary cannot convene any meeting as per his wish.
(2) About borrowing the finance : The secretary cannot borrow finance on behalf of the company for the company affairs.
(3) About preparing agreement : The secretary can help to prepare agreements but he cannot enter into agreement on behalf of company without authority.
(4) About policy matters : The secretary cannot take any decision on policy matters. He can just give instruction or advice.
(5) About formation of agreement : The agreements entered into are null and void for which the secretary is not empowered by the board and the company is not bound for it.
(6) About presentation of share issue : Secretary is a responsible administrative person of a company. He is aware of the secretary of internal matters of the company and he has to maintain it so he cannot issue shares to the public without authority.
In short, secretary can work as per his authority. For other work secretary is personally responsible.

1. Introduction : Secretary is a responsible administrativc person. Mostly he is related with the Company’s administrative work. The provisions regarding work of the secretary is not clearly mentioned in the company’s act. That is why the Base for thelunction and duties of Secretary are size of company, type of business, Norms and terms and with the board of directors. Sometime he has to play a role of a supporter and sometime he has to do work as a clerk on the daily basis.
2. Function and Duties of a Secretary : Functions and duties of a secr&tary are as under:
(A) Function of a Secretary : Following functions has to be performed by secretary:
(1) The secretary has to report to the Board of Directors as per rules under the provisions of law and other rules applicable as per the Company Act.
(2) To perform the duties which are prescribed in the Law.
(3) The secretary has to ensure that the company is maintaining secretarial standard.
(B) Duties of Secretary : Following duties are to be performed by secretary:
(1) To help Board of Directors to run business of Company.
(2) To guide the Board of Directors of the company for their duties and responsibilities.
(3) To arrange Board meeting, Annual general meeting and to prepare their minutes.
(4) To obtain permission from the Board of Directors, General Meeting, Government and other competent authority as per Company Act requirement.
(5) To represent with various authorities and perform other duties as per Company Act.
(6) To perform other duties as prescribed in Companies Act.
(7) To guide and help for good Corporate Governance and best practices of the Company.
(8) To perform duties as and when allotted by The Board of Directors of the company.

The Secretary has the following powers:
1. The Registrar of Companies has the power to register the prescribed documents for obtaining a certificate of establishment and a certificate of commencement of business.
2. As the head of the secretary's office system, he has the power to oversee and control the various accounts.
3. The Secretary has the power to sign on behalf of the company the shares, share deed, share forfeiture, share forfeiture etc.
4. The Company has the power to correspond with the various parties.
5. The Secretary has the power to act as a company agent.
6. Based on the authority received from the Board of Directors, the Secretary may hold the Company responsible for any action taken by the Company.
7. The Board of Directors has the power to perform the tasks assigned to it.

The responsibilities of the Company Secretary are as follows:
1. If the secretary violates the rules of the company and does not act according to the law, his liability arises.
2. The Secretary is liable if the Secretary does not send the required documents to the Registrar of Companies in time.
3. If the secretary abuses his power, if he gets a secret commission, he can be fined and punished or both.
4. If the secretary acts outside the authority, is responsible for betraying the company or committing fraud or betrayal.
5. The Secretary shows unforgivable negligence in his work and it is the responsibility of the Secretary to compensate the company if it causes any loss.
6. After the meeting is over, if the secretary does not keep the necessary notes, he is considered responsible when he does not keep the minutes (minutes).
7. He is liable if he does not present the annual accounts in the general meeting of the company as per the provisions of the Companies Act within the prescribed time limit.
8. The Secretary is liable if he makes unauthorized changes in the documents.

The duties of the Company Secretary are as follows:
1. To guide the managers of the company in their duties, powers and responsibilities.
2. To organize and keep a record of the Board of Directors and the General Meeting.
3. Obtain necessary approval from the Board of Directors, General Meeting, Government or other authorities as per the provisions of the Companies Act.
4. To perform other duties as per the Companies Act and to make representations before different authorities for the same.
5. To provide necessary assistance to the Board of Directors for the business of the company.
6. To give help and guidance to the Board of Directors of the Company regarding Good Corporate Governance and Best Practice of the Company.
7. To perform other duties mentioned in the company act or rules.
8. To perform other duties assigned by the Board of Directors from time to time.

The functions of the Company Secretary are as follows:

• Report to the Board of Governors on compliance with the provisions of this Act, the rules under it and other laws applicable to companies.
• See to it that the company adheres to the secretarial standards.
• To perform the prescribed duties.