It is absolutely true to say that the status of company secretary has undergone a significant change during the last three decades. He plays an
important role in the administrative set-up of a company. Besides performing routine duties, he is now entrusted with many executive powers of
management and administration.
The Companies Act recognizes the secretary as a ‘principal officer’ of the company, and as such he has to ensure that all legal requirements are duly
complied with, failing which he will be treated as an ‘officer in default’. The corporate activities have also undergone wide-ranging changes, the company
secretary has various statutory obligations. Therefore, it was found necessary by the Government to have a professionally qualified person to act as
secretary who can discharge the various duties properly.
In 1887 in the course of his judgment in Barnett Hoarse & Co. vs. The South London Tramways Co. Ltd., Lord Escher observed that “a secretary is a
mere servant, he is required to do what he is told to do, and no person can assume that he has any authority to represent anything at all; nor can anyone
assume that statements made by him are necessarily to be accepted as trustworthy without further inquiry.”
According to his opinion, the secretary was a mere servant or an employee of the company, he has to work under the control of the Board of Directors. He
can neither participate in the management of the company’s affairs, nor can he enter into a contract or make representations so as to bind the company.
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