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What is Secretary?

| Types of secretary
The word secretary has been originated from the Latin word Secretarious which
means a parson entrusted with a secret or keeper of secrets. The dictionary
meaning of the word Secretary is one employed to write or transact business.
Therefore, by the term secretary, we mean an officer who is generally entrusted
with the responsibilities of writing and exchanging letters, maintain documents and
performing confidential activities on behalf of someone or any organization.
Today the scope of the functions of secretaries has been broadened to a large
extent. Now, their functions are not confined only in performing some confidential
functions. They are now employed for performing numerous important duties and
functions, like organizing and conducting meeting, writing correspondences, keeping
records and accounts, acting as the mouth-piece of the employer and even acting as
the executive head of any division of work at state level. Therefore, depending on the
extent of responsibilities performed by the secretaries; they can be classified in many
categories, such as private secretary, company secretaries; company secretary,
secretary of the ministry etc.
In the opinion of J.P. Bose, The term secretary means a person who writes secret
on behalf of this superior or for a body.
On the basis of the above discussion we can conclude that a secretary is a salaried
high official who performs many confidential and important functions for a person or
for an organization

Types of secretary
Depending on the extent of the responsibilities performed by the secretaries; they
can be classified in many categories. The major categories of secretary are as
follows:
1.

Private secretary: A private secretary is a person who is employed for


performing some personal works of his employer. Generally, the high officials of
any organization or the important persons of the society, like businessmen,
doctors, actors and actresses, political leaders, lawyers etc. employ private

secretary for getting help in performing their routine functions. Of a private


secretary are conducting correspondences, preserving and filling the important
documents, making and recording appointments, attending the guests and
visitors, handling telephone calls etc.
2.

Secretary of an association: Sometimes it is seen that many associations,


like cultural and sporting clubs, trade associations or some human
organizations appoint secretaries to administer their day to day activities. This
type of secretary acts either as the chief executive officer of as the
representative or as the chief adviser of the association. The main jobs of such
secretaries are to direct and supervise the functions of subordinates, conducting
correspondence with the outsiders, maintaining the important documents and
books of accounts, arranging and conducting various meetings etc. however,
they perform their activities under the supervision of the managing committee of
the concerned body or association.

3.

Secretary of embassy: Every embassy or high commission or foreign


mission appoints a secretary for performing some of its important functions. The
secretary of the embassy or high commission is positioned net to the
ambassador or high commissioner. In absence of the ambassador or high
commissioner, he runs theembassy or commission office.

4.

Secretary of a cooperative society: The managing committee of every


cooperative society generally appoints a secretary to administer the society on
their behalf. Any member of the society or any other outsider person can be
appointed as the full time secretary of the society on fixed salary. The
secretaries of cooperative societies also discharge their duties under the direct
supervision of the managing committee.

5.

Secretary of local body: When a person is appointed as the executive head


of any municipal corporation or district board or of any local body, he is
designated as the secretary of that body. Secretary of any local body is
appointed as per the rules of that body and the law also specifies the functions,
duties and responsibilities of the secretary.

6.

Secretary of Government department: Generally, government activities are


performed under various ministries and departments. Every ministry or
department is controlled by a minister with the help of a secretary. The
secretary is the executive head of the ministry, while the minister is the head of
the ministry.

7.

Company secretary: Company secretary is a high-level officer of the


company having requisite qualifications. He is appointed as per the rules
prescribed in the companies act. Company secretary is mainly responsible for
looking after the secretarial works. He generally maintains liaison with the board
of directors, employees, shareholders and other outside parties. Now a day,
company secretary employees, shareholders and other outside parties. Now a
day, company secretary is one of the most important persons who perform
some specified duties in the company form of business. The functions that are
performed by company secretaries are maintenance of books and registers as
required by the companys act, issue of share certificates, certification of
meetings, arranging and attending meetings, drafting the minutes, sending
returns to the register etc.

RIGHTS AND DUTIES OF A COMPANY SECRETARY:


Companies law requires only a listed company to have a whole time
secretary and a single member company (any company that is not a public
company) to have a secretary.
The secretary to be appointed by a listed company shall be a member of a
recognized body of professional accountants, or a member of a recognized
body of corporate / chartered secretaries or a person holding a masters
degree in Business Administration or Commerce or is a Law graduate from
a university recognized and having relevant experience. However, the
company secretary of a single member company shall be a person holding a
bachelor degree from a university recognized.
The duties of a company secretary are usually contained in an employment
contract. However, the company secretary generally performs the
following functions:Functions of secretary:

(1). Secretarial functions:

To ensure compliance of the provisions of Companies Law


and rules made there-under and other statutes and bye-laws of
the company.

To ensure that business of the company is conducted in


accordance with its objects as contained in its memorandum of
association.

To ensure that affairs of the company are managed in


accordance with its objects contained in the articles of association
and the provisions of the Companies Law.

To prepare the agenda in consultation with the Chairman and


the other documents for all the meetings of the board of directors.

To arrange with and to call and hold meetings of the board


and to prepare a correct record of proceedings.

To attend the broad meetings in order to ensure that the


legal requirements are fulfilled, and provide such information as
are necessary.

To prepare, in consultation with the chairman, the agenda


and other documents for the general meetings.

To arrange with the consultation of chairman the annual and


extraordinary general meetings of the company and to attend
such meetings in order to ensure compliance with the legal
requirements and to make correct record thereof.

To carry out all matters concerned with the allotment of


shares, and issuance of share certificates including maintenance

of statutory Share Register and conducting the appropriate


activities connected with share transfers.

To prepare, approve, sign and seal agreements leases, legal


forms, and other official documents on the companys behalf,
when authorised by the broad of the directors or the executive
responsible.

To advise, in conjunctions with the companys solicitors, the


chief executive or other executive, in respect of the legal matters,
as required.

To engage legal advisors and defend the rights of the


company in Courts of Law.

To have custody of the seal of the company.


(2). Legal obligations of secretary:

Filling of various documents/returns as required under the


provisions of the Companies Law.

Proper maintenance of books and registers of the company


as required under the provisions of the Companies Law.

To see whether legal requirements of the allotment, issuance


and transfer of share certificates, mortgages and charges, have
been complied with.

To convene/arrange the meetings of directors, on their


advise.

To issue notice and agenda of board meetings to every


director of the company.

To carry on correspondence with the directors of the


company on various matters.

To record the minutes of the proceedings of the meetings of


the directors.

To implement the policies formulated by the directors.

To deal with all correspondence between the company and


the shareholders.

To issues notice and agenda of the general meetings to the


shareholders.

To keep the record of the proceedings of all general


meetings.

To make arrangement for the payment of the dividend within


prescribed period as provided under the provisions of the
Companies Law.
(3). To maintain the following statutory books:

the register of transfer of shares;

the register of buy-backed shares by a company;

the register of mortgages, charges etc.;

the register of members and index thereof;

the register of debenture-holders;

the register of directors and other officers;

the register of contracts;

the register of directors' shareholdings and debentures;

the register of local members, directors and officers, in case


of a foreign company;

Minute books;

Proxy register;

Register of beneficial ownership;

Register of deposits;

Register of directors share holding; and

Register of contracts, arrangements and appointments in


which directors etc are interested.
(4). Other duties:
The company secretary usually undertakes the following duties:
(a) Ensuring that statutory forms are filed promptly.
(b) Providing members and auditors with notice of meeting.
(c) Filing of copy of special resolutions on prescribed form within the
specified time period.
(5). Supplying a copy of the accounts to every member of the company,
every debenture holder and every person who is entitled to receive notice of
general meetings. You must send annual audited accounts.
(6). Keeping or arranging for the having of minutes of directors' meetings
and general meetings.Apart from monitoring the Directors and Members
minutes books, copies of the minutes of board meetings should also be
provided to every director.
(7). Ensuring that people entitled to do so, can inspect company
records.For example, members of the company are entitled to a copy of the

company's register of members, and to inspect the minutes of its general


meetings and to have copies of these minutes.
(8). Custody and use of the common seal.Companies are required to have a
common seal and the secretary is usually responsible for its custody and
use. (Common seals can be bought from seal makers)

Rights of the CompanySecretary:CompanySecretary is a senior level officer. He enjoysthe rights as per the agreement
signed by him with the Company. Some rights areas follows

As a senior level officer Company Secretary can supervise,control and he


can direct subordinate officers and employee.

A Company Secretary can sign any contractor agreement on behalf of the


company as a principle officer of a company,subject to the delegation of power
by the board of the company.

Company Secretary can issue guidelines forthe employees on behalf of the


company.

Company Secretary can attend meeting of shareholders and the meeting of


boardof directors.

During Winding up he can claim his legaldues as a preferential creditor of a


company.

He can sign and authenticate theproceeding of meetings (Board, Annual


general or extra ordinary generalmeeting) and other documents on behalf of
the company where common seal is notrequired.

Company Secretary is a Compliance Officerand concise keeper of the


company and he has a right to blow whistle wheneverhe finds the conduct of
the officers or of the directors of the company are detrimentalto the interest of
the company.

Procedure for appointment of Company Secretary


1.

Convene Board Meeting after giving notice to all the directors [Section 286] to discuss
besides others the following matters.


Approve the terms and conditions on which the Company Secretary is proposed
to be appointed.

2.

Obtain a [written consent] from the person who is to be appointed as Company


Secretary.

3.

Inform the Stock Exchange with which shares of the company are listed about the date
of this meeting prior to the board meeting. [Clause 19 of the Standard Listing
Agreement]

4.

Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome
of the meeting by letter or fax.

5.

File [e-form no 32] with the concerned ROC within 30 days from the date of
Appointment.

6.

Pay the requisite fee through Credit Card / by cash / by cheque in favour of MCA
Collection Account ICICI Bank at the prescribed rates. [Fee Calculator]

7.

Make necessary entries in the Register of Directors/ Secretary. [Section 303(1)]

NOTE

According to sub-section (1) of this section, every company having a prescribed paid-up share capital shall have a w
However, the proviso to sub-section (1) states that every company not required to employ a whole time secretary u
with the Registrar a certificate from a secretary in whole-time practice in the prescribed form. The 'whole-time secre
Company Secretary must be in the employment of the company.

According to, sub-section (1), where the Board of directors of any such company comprises only two directors, neith
secretary of the company. According to regulation 82(2) of Table A, a director may be appointed as manager or sec
regulation is Subject to the provisions of the Act. Thus the power conferred on the Board by this regulation has to
sub-section (1). Accordingly, a director may be appointed as secretary provided, however, that where the Board of d
the paid-up share capital prescribed for the purposes of section 383A, comprises only two directors, neither of them
secretary.

Section 383A does not expressly provide as to who can appoint a secretary. However, having regard to the position,
secretary it is advisable that the Board of directors appoints the Secretary, by its resolution.

Every Company having a paid up Capital of Rs. 5, 00, 00,000/- (Rupees five crores only) or more shall have a whol
holding a membership of the Institute of Company Secretary of India.
Paid up Capital includes Equity Share Capital as well as Preference Share Capital.