UNIT - 4
PREMENDRA SAHU
ASST. PROFESSOR
Introduction
A company secretary is a senior position in
a private sector company or public sector
organisation, normally in the form of a
managerial position or above. In large
American and Canadian publicly listed
corporations, a company secretary is
typically
named
a corporate
secretary or secretary.
Qualification of company
secretary
A company secretary requires specialized knowledge on secretarial practice to deal
with notice, agenda, resolution, minutes of a meeting. He must know about office
correspondence for communication.
A company secretary must have sufficient knowledge on companies Act, Industrial &
Commercial law, and law of income tax, stamp Act, Accounting principles and rules of
Securities and Exchange Commission (SEC) to deal with legal and statutory affairs.
A company secretary should have better understanding about money and capital
market, foreign exchange and socio-economic condition to deal with trading and
financing.
He requires proper knowledge to work with computer for documentation preservation
and future use of data or information.
To maintain good relation with all stakeholders a company secretary should have
knowledge of human relations.
Responsibilities of the company
secretary
maintaining the company's statutory registers;
updating the records held by Companies House;
maintaining the company's registered office;
advising the board of directors on their legal and corporate responsibilities and
matters of corporate governance;
organising the companys board meetings and annual general meeting;
minuting board meetings;
ensuring company compliance with legal obligations;
managing and storing the company's records, e.g. re investments, property,
payroll, insurance, accounting, taxation (VAT, PAYE, Corporation Tax); and
liaison between the company and its stakeholders and shareholders
Importance of Company
Secretary
1.. The secretary of a company is considered as the Ear, Eyes and Hands of a Company.
2. A company secretary acts as the advisor to the board of directors and provides necessary
information to formulate plans and policies.
3.A company secretary is an organizer as he registers share allotment, prepares and allocates
share certificates, makes all arrangement to prepare various reports like statutory report,
directors report and annual report etc.
4.A company secretary acts as an agent of a company and enters into contract and makes
representation on behalf of the company.
5.He is a coordinator and maintains correspondence with all stockholders of the company.
6.He is the conductor of various meeting like annual general meeting, extra ordinary general
meeting, directors meeting etc. He also prepares the notice, agenda and minutes of meetings.
7.He performs the role of custodian by maintaining all books of accounts required by company
Act.
8.He is the chief administrative officer and carries all administrative job of a company and reports
to the board of directors.
1. Statutory liabilities
1)Register all files and documents of the
company.
2)Arrange statutory meeting and preparing
statutory report and submit it to the Registrar of
joint stock company in due time.
3)Arrange annual general meeting in due time.
4)Sending notice of the meeting to the participant.
5)Writing minutes of various meetings and
maintaining minute books.
1. Statutory liabilities
Supplying relevant copy of minutes to the
shareholders.
Directors, shareholders and debenture holders
registrar maintaining.
Submitting/financial statements of the Company
to the Registrar of Joint Stock Company.
Issuing share certificates, dividend warrant and
bonus share certificates to the shareholders.
1. Statutory liabilities
Deducting income tax from the employee salary and
pay dividend to the shareholders.
Appointing company auditor and arranging audit of
books of account of the company.
Never enter into any contract or distribute any share
and debenture until board of directors authorizes it.
Also never take any loan in the name of the company.
Submitting income tax returns and ensures use of
required company seal and stamp.
1. Contractual liabilities
Abide by all terms and conditions of service
contract.
Follow the order instructions and act as per
authorization of the board of directors.
Maintain secrecy of the company affairs.
Perform duties with due care and skills.
Never act beyond his authority and not to make
any secret profit through any illegal activity.
