How can a Company Secretary be dismissed?

How can a Company Secretary be dismissed?
A secretary may be removed from his office by a resolution of the Board of Directors. A secretary is an employee of the company, the general rules of employment of the company will also be applicable to him. He can be removed by giving the due notice in writing or compensation in lieu thereof. Even where the appointment of a secretary is for a fixed period, the company can dismiss him before the said period by giving due notice.
A secretary can, however, be dismissed without giving him a notice in the following cases:
(a) for wilful disobedience;
(b) for misconduct or moral turpitude;
(c) for negligence;
(d) for incompetence or permanent disability.
In the event of compulsory winding up of the company, the order of the court shall serve as a notice of discharge of officers and employees of the company, i.e., the secretary will also be automatically dismissed.
When the appointment of a secretary is terminated, necessary particulars in duplicate in
should be filed with the Registrar of Companies within thirty days of termination. Necessary changes should also be made in the Register of Directors, Managing Director, Secretary, etc.
The term ‘officer’ as defined in the Companies Act, 1956, includes secretary, as it does any director or manager. State the ostensible authority of a company. secretary to bind the company by his act and also give at least three examples where
he has no such authority.
According to Section of the Companies Act, 1956, the term “officer” includes any director, manager or secretary. This clearly shows that just like directors or a manager in a company, a secretary is also recognized as an officer of the company. Though, in the eyes of law, the secretary is a mere officer of the coir. any, in actual practice, he commands considerable influence with the directors. Plays an important role and enjoys a unique position in the management of the company.
The position of the secretary
changed considerably during the last thirty years. In Barnett Hoares & Co. vs. The South London Tramways Co. Ltd. (1887), “a secretary was termed as a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all.” Therefore, the secretary had no original authority, he had to work under the full control of the Board of Directors. He had no authority to negotiate contracts or make representations. In Panorama Developments [Guildford Ltd. vs. Fidelis Furnishing Fabrics Ltd. (1971)J, it was observed by Lord Denning that” a company secretary is a much more important person nowadays than he was in 1887. He is an officer of the company with extensive duties and responsibilities. He is no longer a mere clerk. He regularly makes representations on behalf of the company, and enters into contracts on its behalf.” Mr. Justice Salmon also observed in this case that the secretary has “ostensible authority to sign contracts on behalf of the company”.
Now the company secretary has been bracketed with the managerial personne including directors, managing director and manager. He is recognised as a responsible officer of the c.ompany under Rule (2) (b) of the Company Rules. He is also responsible for observing and complying with the requirements of various other Acts such as M.R.T.P. Act, F.E.M.A., Income Tax Act, etc.
It is because of the important position of the company secretary, the Companies Act has specifically provided that companies having a paid-up share capital of Rs. 50 lakhs or more must appoint a whole-time secretary who should be a member of the Institute of Company Secretaries of India. Even for smaller companies the secretary must possess the prescribed qualifications.
It is true that the secretary has to carry out the instructions of the Board, but for routine day-to-day affairs, the secretary is responsible and he has the authority to carry out the work. As an agent of the company, the secretary has to carry out the policy decisions of the Board. The secretary should not appoint a sub-agent to do the company’s work without proper authority. If he delegates his powers in an unauthorised manner, the secretary shall be personally liable for the consequences.