Definition of a Company Secretary.Explain Rights and DUTIES OF THE COMPANY SECRETARY

Definition of a Company Secretary:


A Company Secretary means “a person who is a member of the Institute of Company Secretaries of India”
According to Section 2(45) of the Companies Act, 1956, “Secretary means any individual possess­ing the prescribed qualifications, appointed to per­form the duties which may be performed by a sec­retary under this Act and any other ministerial or administrative duties”.

* Rights of the Company Secretary..

Rights of a Company Secretary are:


1. As the head of the secretarial department, the Secretary has the right to control, direct and supervise the activities of the department.

2. As the principal executive officer of the com­pany the Secretary has the right to sign documents which require authentication of the company.

3. The Secretary has the right to get remunera­tion from the Company. As an officer of the com­pany he has the right to claim two months’ salary as a preferential creditor at the time of winding-up of the company.

4. The Secretary has the right to claim dam­ages and compensation when his service is termi­nated before the expiry of his terms as per service contract.

5. The Secretary has the right to inspect the books maintained by the secretarial department.


DUTIES OF THE COMPANY SECRETARY


Functions and Duties of the Company Secretary:

Functions of the Company Secretary may be discussed under two headings:

(i) Statutory Functions or Duties and

(ii) Non-statutory Functions or Duties.

Statutory Functions:

The Companies Act, 1956, imposes certain duties upon the Secretary.

The Companies Act has specified the following duties of the Company Sec­retary:

1. Signing of Annual Returns,

2. Registration of Allotment Returns,

3. Issuing Share Certificates,

4. Convening Annual General Meeting,

5. Maintaining Share Registers,

6. Maintaining Register of Directors.

The Indian Stamp Act also requires a Company Secretary to ensure that proper stamps are affixed on the company’s documents. The Indian Sales Tax Act also provides that the Secretary of the Company should arrange for registration of the company, if necessary, and sub­mit the tax returns.

Under the Income Tax law, the Company Sec­retary has to deduct income tax from the salaries of the staff and dividend payable at source and to submit income tax returns to the authorities in ac­cordance with the law.

Under the MRTP Act, FERA (now FEMA) and Essential Commodities Act, he is entrusted with certain obligations under the Payment of Wages Act, Bonus Act, Provident Fund Act and Gratuity Act. He is personally liable for the violation of provi­sions of the respective Acts.

Non-statutory Functions:

The non-statutory functions of the Company Secretary vary with the nature and size of the com­pany. He has got certain non-statutory functions in relation to Directors, shareholders and office and staff.



Comments

Post a Comment

Popular posts from this blog

what is advertising? in international marketing

Image
what is advertising?  in international marketing advertising may be defined as the strategy of communicating a sales message to potential customers. Advertising plays a crucial role in international business and is a critical factor in achieving sales goals in a tough, competitive environment. it has been observed that in the globalization era, national and multinational companies are incresingly considering successful advertising as a prerequisite to profitable global operations. advertisingis one segment of a well-organized, continuous  marketing plan. effective advertising is a cumulative process that maintains current customers, attracts new customers and establishes a favourable position for the business with competitors. advertising will not curs slow business growth or low profits nor will it create a better business person or a well-organized business. advertising offers specified benefits to a specific or  target audience. as port of a sound marketing plan, advertising be
Read more

Define Joint Stock Company. Explain the Features or Characteristics of Joint Stock Company.

Image
Definition Of Joint Stock Company :- A joint stock company is an artificial person recognized by law with a distinctive name, a common seal a common capital comprising transferable carrying limited liability and having a perpetual succession. It is formed and controlled under the company ordinance of the state. It is a very popular form of organization. Features or Characteristics of Joint Stock Company  Following are the important feature of joint stock company : 1. Separate Legal Existence :- joint stock company has separated entity from its members. It can sue in a court of law in its own name. Every body knows only the name of the company and its address. No body knows about the share holders. 2. Long Life :- A joint stock company has a long life as compared to the other forms of business organization. If any share holder dies or withdraws his capital there is no affect on the continuity of company life. 3. Distribution of Profit :- The basic ai
Read more

What is a Memorandum of Association? Explain the Contents of Memorandum of Association

Image
What is a Memorandum of Association The whole business of the company is built up according to Memorandum of Association. A company cannot undertake any business or activity not stated in the Memorandum. It can exercise only those powers which are clearly stated in the Memorandum. Definition of Memorandum of Association Lord Cairns: “The memorandum of association of a company is the charter and defines the limitation of the power of the company established under the Act”. Thus, a Memorandum of Association is a document which sets out the constitution of the company. It clearly displays the company’s relationship with outside world. It also defines the scope of its activities. MoA enables the shareholders, creditors and people who has dealing with the company in one form or another to know the range of activities. Contents of Memorandum of Association According to the Companies Act, the Memorandum of Association of a company must contain the following clause
Read more