Denning described the position of the secretary as under

Times have changed, a company secretary is a much more important person now-a-days than he was in 1887. HS is an officer of the company with

extensive duties and responsibilities. This appears not only in modem Companies Act but also by the role which he plays in the day-to-day business of the

companies. He is no longer a mere clerk. He regularly makes representations on behalf of the company and enters into contracts on its behalf which

come within the day-to-day running of the company’s business. So much so that he may be regarded as held out as having authority to do such things on

behalf of the company.”

With the growing industrialisation and enactment of various economic laws such

as Companies Act, Foreign Exchange Management Act, Monopolies and Restrictive Trade Practices Act, etc., the work of company administration has

become very complex and difficult. The company secretary can no longer be treated as a mere clerk-his position has changed drastically. The Companies

Act has provided that the duties of a company secretary are ministerial or administrative in nature. Where the secretary is entrusted with the general

managerial power extending to the management of the whole of the affairs of the company, he will be treated as ‘manager’ or if he is also director, the

‘managing director’ or ‘whole-time director’ of the company for the purposes of the Act, though designated as secretary.

The secretary is recognized as a responsible officer of the company for sign.ing and filing various forms and returns and for maintaining statutory books

and registers. If he fails to comply with the statutory obligations as a principal officer of the company, he is liable to penalties for the default. A secretary has

also to comply With the requirements of the Income-Tax Act, Stamp Act, Sales Tax Act and Factories Act.