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Thursday, January 3, 2008

With the growing industrialization and enactment of various economic laws

, the work of company administration has become very complex and difficult.

The position of secretary has changed drastically during the last three decades. Section 2(45) of the Companies Act, 1956 originally provided that the

secretary is an individual appointed to perform the duties which may be performed by a secretary under the Act and any other purely ministerial or

administrative duties. The Companies (Amendment) Act of 1974 brought about some important changes and one change was that the word “purely” has

been deleted. This meant that the secretary’s work was not purely ministerial or administrative, but he was also expected to perform some managerial

functions. The company secretary is now required to sign the balance sheet of the company, his name is required to be filed with the Registrar of

Companies along with the names of managerial personnel. The secretary is recognized as a responsible officer of the company for signing and filing

various forms and returns and for maintaining statutory books and registers.

Section 383-A requires that every company¥ having a paid-up share capital of prescribed amount, presently Rs. 2crores or more ,multipoint whole-time

secretary. Further sub-section (I-A) to Section 383-A provides that if a company fails to appoint a whole-time secretary as per the provisions of this

Section, it shall be punishable with fine. According to Section 5, a secretary is to be treated as an ‘officer in default’ and is liable to penalties for

non-compliance of any legal provisions of the Act.

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