What role does body language play in making oral presentation effective

When you are presenting in front of an audience, you are performing as an actor is on stage. How you are being perceived is very important. Dress appropriately for the occasion. Be solemn if your topic is serious. Present the desired image to your audience. Look pleasant, enthusiastic, confident, proud, but not arrogant. Remain calm. Appear relaxed, even if you feel nervous. Speak slowly, enunciate clearly, and show appropriate emotion and feeling relating to your topic. Establish rapport with your audience. Speak to the person farthest away from you to ensure your voice is loud enough to project to the back of the room. Vary the tone of your voice and dramatize if necessary. If a microphone is available, adjust and adapt your voice accordingly.

Body language is important. Standing, walking or moving about with appropriate hand gesture or facial expression is preferred to sitting down or standing still with head down and reading from a prepared speech. Use audio-visual aids or props for enhancement if appropriate and necessary. Master the use of presentation software such as PowerPoint well before your presentation. Do not over-dazzle your audience with excessive use of animation, sound clips, or gaudy colors which are inappropriate for your topic. Do not torture your audience by putting a lengthy document in tiny print on an overhead and reading it out to them.

Speak with conviction as if you really believe in what you are saying. Persuade your audience effectively. The material you present orally should have the same ingredients as that which are required for a written research paper, i.e. a logical progression from INTRODUCTION (Thesis statement) to BODY (strong supporting arguments, accurate and up-to-date information) to CONCLUSION (re-state thesis, summary, and logical conclusion).

Do not read from notes for any extended length of time although it is quite acceptable to glance at your notes infrequently. Speak loudly and clearly. Sound confident. Do not mumble. If you made an error, correct it, and continue. No need to make excuses or apologize profusely.

Maintain sincere eye contact with your audience. Use the 3-second method, e.g. look straight into the eyes of a person in the audience for 3 seconds at a time. Have direct eye contact with a number of people in the audience, and every now and then glance at the whole audience while speaking. Use your eye contact to make everyone in your audience feel involved.

Speak to your audience, listen to their questions, respond to their reactions, adjust and adapt. If what you have prepared is obviously not getting across to your audience, change your strategy mid-stream if you are well prepared to do so. Remember that communication is the key to a successful presentation. If you are short of time, know what can be safely left out. If you have extra time, know what could be effectively added. Always be prepared for the unexpected.

Pause. Allow yourself and your audience a little time to reflect and think. Don't race through your presentation and leave your audience, as well as yourself, feeling out of breath.

What are the different types of sentences? Give 4 examples for each type

A sentence is a group of words beginning with a capital letter and ending with a full-stop, exclamation or question mark in written language, containing a main verb.

Kinds of Sentences :

Declarative - A declarative sentence makes a statement. A declarative sentence ends with a period.

Example: The house will be built on a hill.

Interrogative - An interrogative sentence asks a question. An interrogative sentence ends with a question mark.

Example: How did you find the card?

Exclamatory - An exclamatory sentence shows strong feeling. An exclamatory sentence ends with an exclamation mark.

Example: The monster is attacking!

Imperative - An imperative sentence gives a command.

Example: Cheryl, try the other door.

Sometimes the subject of an imperative sentence (you) is understood.

Example: Look in the closet. (You, look in the closet.)

What do you mean by the barriers of communication? Explain any two barriers of communication

When you send a message, you intend to communicate meaning, but the message itself doesn’t contain meaning. The meaning exists in your mind and in the mind of your receiver. To understand one another, you and your receiver must share similar meanings for words, gestures, tone of voice, and other symbols.

1. Differences in perception:

The world constantly bombards us with information: sights, sounds, scents, and so on. Our minds organize this stream of sensation into a mental map that represents our perception or reality. In no case is the perception of a certain person the same as the world itself, and no two maps are identical. As you view the world, your mind absorbs your experiences in a unique and personal way. Because your perceptions are unique, the ideas you want to express differ from other people’s Even when two people have experienced the same event, their mental images of that event will not be identical. As senders, we choose the details that seem important and focus our attention on the most relevant and general, a process known as selective perception. As receivers, we try to fit new details into our existing pattern. If a detail doesn’t quite fit, we are inclined to distort the information rather than rearrange the pattern.

2. Language problems

When you choose the words for your message, you signal that you are a member of a particular culture or subculture and that you know the code. The nature of your code imposes its own barriers on your message. Barriers also exist because words can be interpreted in more than one way. Language is an arbitrary code that depends on shared definitions, but there’s a limit to how completely any of us share the same meaning for a given word. To overcome language barriers, use the most specific and accurate words possible. Always try to use words your audience will understand. Increase the accuracy of your messages by using language that describes rather than evaluates and by presenting observable facts, events, and circumstances.

How is GD conducted?

A group of people are made to sit together in a room. There will be a person (sometimes two or three) co-ordinating the GD. After the topic is given, the candidates start discussing the topic amongst themselves. They stop the discussion when moderator asks them to stop. In some cases, you may be asked to write the summary of the GD. Hence, while taking chance to speak; you should, at the same time concentrate on what the others are saying, so that it is easy to write others’ point of views. Don’t be in a wrong impression that writing a summary means it is mandatory that you have to come to a conclusion by the end of the allotted time for GD. This is not so! Even if you are asked to come to a conclusion, it is not always possible. In such cases, the moderator will look for your approach to the problems and not your prescription in the form of consensus.

Seating arrangement:

The groups of candidates are made to sit in a circular/ semi-circular fashion or in a u shape or in rectangular “boardroom” seating arrangement. In most cases the group size ranges from 8 to 15 students per group. However, it may also vary to a bigger number of participants depending upon the institute/company, which is conducting the GD. In most cases, the moderator decides the seating arrangement. The participants are allotted a specific seat in the GD. It is very rare that the participants are allowed to select their preferred place. If the seating arrangement is circular, then there is no difference between any two positions. However, if it is a rectangular arrangement, then the best positions are the middle of the shorter side. This gives the advantage of the better noticeability by the other members of the group. The next best position is the centre of the longer side. Physical prominence makes it a little easier to get one’s way into the discussion. The position at the two ends of the longer sides is probably the least desirable. But if don’t have any choice, you should make the best of the situation. Concentrate on your participation rather than on the position of your seat. To make yourself visible to others, you may lean a little forward while speaking. If you are getting physically excluded from the group, push your chair a little forward. Alternatively, request your neighbors to pull their chair a little back.

Time: Normally 15 to 20 minutes is the time given to each group for discussing the topic. There may also be variations. It may be terminated much earlier or it can be extended to 30 minutes or more.

Moderator: The person who co-ordinates the GD is called the ‘moderator’. He is neutral person, either from the company / institute conducting the GD or a professional. The moderators are normally experienced persons, who have the ability to judge the performance of every member of the group -even if is a large one. His primary role is to evaluate the performance of every participant. He is the one who announces the topic and time of the GD. He also keeps track of the time and the way the GD progresses. Generally, he does not interfere during the GD. However, he may intervene at two situations.

i) When the group discusses the points that are not relevant to the given topic.

ii) When there is chaos and noise in the discussion.

In the first case, the moderator may interfere to bring the discussion back to the track and the second case, he may stop the GD temporarily till order settles in. The moderator also has the right to ask a participant to stop talking, when any member dominates the GD. In other word, the moderator is only a facilitator or an observer, who is present to help the smooth flowing of the GD and evaluate the participants during the process.

What are the purposes of conducting a Group discussion

Group Discussion is forum where people sit together; discuss a topic with the common objective of finding a solution for a problem. The members are expected to arrive at a common consensus. While discussing, it is important that the intention of the members is to facilitate the exchange of views.

You should be aware that in GD, all the members of the group will participate and you have to listen to the views of the other members of the group. It is discussion and the speaker will be “interrupted” by the other members of the group while speaking. At this point, the speaker should modify what he says, based on the points that other members of the group make while the discussion is in progress. He has continually keep evaluating the situation. Also, each participation tries to “grab” the chance to speak or to focus the attention of the group on himself/herself.

You might wonder, “Why should I participate in GD? What is the purpose of GD? Well, Group discussion are arranged in order to measure certain traits of the participants, which are otherwise difficult to identify and time consuming to assess. It is common that a number of people who can communicate their ideas well and discuss effectively with others in a one-to-one situation become tongue-tied in a group situation. They will just not be able to present their ideas or discuss their ideas with the other members of the group. A group discussion will identify people who have such skills and people who do not. It is very necessary for potential candidates to have such group communication skills. The course work at most premier institutes requires group projects to be undertaken. A candidate without the ability to communicate the ideas effectively in a group situation will be a misfit in such and environment.

Further, when you are appointed at any level in an organization, you do not work in isolation of others. Decision making is done after discussing the relevant issues with others-be it superiors, peers or subordinates. In a number of such cases, you will need to interact with more than one person at the same time-very akin to GD type of situation. Unless you are equipped with some of the skills, which will be discussed in the course of this unit, you will not be able to do justice to your role in the organinsation. Hence, it is important to know the nuances of a GD.

What are listening skills? Enlist the types of listening skills

Types of Listening

1. Discriminative listening:

As the name itself suggests, Discriminative listening is the most basic type of listening, whereby the difference between the sounds is identified. If you cannot hear difference, then you cannot grasp the meaning that is expressed by such difference.

We learn to find the difference between sounds within our own language early, and later are unable to discriminate between the phonemes of other languages. This is one reason why people belonging to one country find it difficult to speak the language of another nation, as they find the sounds similar, but cannot distinguish the subtle sounds that are required in that language.

Likewise, unless a person is attentive to the slight variation in the tone of the speaker’s voice, he is less likely to discern the emotions experienced by the speaker.

2. Comprehension listening:

When the discrimination between sounds is achieved, one should learn to make sense of the perceived sound. To comprehend the meaning, one requires a lexicon of words and all rules of grammar and syntax by which one can understand what others are saying.

The same is true with regard to the visual components of communication. An understanding of the body language helps us understand what the other person really means.

The communication, some words are more important and some are less and comprehension is often facilitated by the extraction of key facts and words from a verbose communication.

3. Evaluative listening:

Evaluative listening is also called ‘critical listening’ because we make judgments about what the other person is saying. We seek to assess the truth of what is being said. We also judge what they say about our values, assessing them as good or bad, worthy or unworthy. Evaluative listening is particularly relevant when the other person is trying to persuade us, perhaps to change our behavior or belief held by us.

4. Appreciative listening:

In appreciative listening, the main intention is to seek certain information which will be appreciated. For example, the information that helps meet our goals and needs are looked for. We use appreciative listening when we are listening to good music, poetry or may be even the stirring words of a great leader.

5. Empathetic listening:

When we listen empathetically, we seek to understand t the beliefs, moods emotions and goals of other people. This requires excellent discrimination and close attention to the nuances of emotional signals.

In order to make others exposes their deep emotions to us, we also need to demonstrate our empathy in our demeanor towards them, asking sensitively and in a way that encourages self-disclosure.

6. Therapeutic listening:

In therapeutic listening, the listener has a purpose of not only empathizing with speaker but also to use this deep connection in order to help the speaker understand, change or develop in some way.

This not only happens when you go to see a therapist but also in many social situations, where friends and family seek to both diagnose problems from listening and also to help the speaker find a remedy for those problems. This also happens in work situations, where Managers, HR people, trainers and Coaches seek to help employees learn and develop.

7. Dialogic listening:

The word ‘dialogue’ stems from the Greek words ‘dia’, meaning ‘through’ and ‘logos’ meaning ‘words’. Thus dialogic listening means learning thorough conversation. It is an engaged interchange of ideas and information in which we actively seek to learn more about the person and how they think. Dialogic listening is also known as ‘relational listening’ because with the help of exchange of ideas while listening, we also indirectly create a relation.

How can overhead projectors be used to enhance the quality of presentations

Overhead projectors (OHP's) are used to project and enlarge an image contained on a transparent sheet onto a remote screen for easy viewing. Overhead projectors are old in the art but continue to enjoy widespread use in the fields of education and marketing. Overhead projectors have been popular as a means of projecting prepared transparencies or free-hand transparencies that are drawn in real-time, on to a display screen for viewing by a group of viewers. Overhead projectors enable a marking on a transparent film to be projected on a screen or wall by shining light through the transparent film. A speaker giving a presentation can write on the transparent film, and/or make additions or corrections to a preprinted image, while the film is on the overhead projector. The use and display of graphics and text in business presentations, lectures and the like often augments the effectiveness of the speaker and of the presentation. Transparencies, bearing graphics and/or text, are often exhibited to the viewers on a screen using an overhead projector. Transparencies allow the presenter to preview the presentation, easily sort through materials, point out specific features, and easily add additional comments or graphics. This allows the speaker a flexibility which would not be possible if transparencies or other audiovisual aids were used. Use of OHP's has recently expanded from the traditional projection of images printed on transparent films, to the projection of images which are stored in machine-readable form and which are presented by means of a light-transmissive liquid crystal display (LCD) panel which is laid on the stage of the OHP.

Here are three general types of overhead projectors: transmissive, reflective, and opaque. Transmissive overhead projectors are generally comprised of a base having a transparent stage area, a light source inside the base, a projection head mounted above the stage, and a condensing lens system located near the stage for directing the light towards the projector head. The base includes a light source and optical element designed to direct light from the source through a transparent stage defining the upper surface of the base and to the projection head. The post is pivotable between the illustrated upright projection position and a storage position wherein the post is rotated forward and down to engage a clip. Above the base is disposed a projection head having lenses and a mirror which function to gather light from the projector base and redirect it to the screen. The projection head is supported by a post extending upwardly from the base. It is necessary that the distance between the projection head and the base be adjustable so that the image projected on the screen may be brought into focus. A transparent film having translucent or opaque indicia may be placed on the stage and an image of the indicia projected onto a distant vertical surface by the projection head. In a transmission type of overhead projector, a stage is constituted by a Fresnel lens. The condensing lens system often takes the form of a Fresnel lens or a two-element Fresnel lens combination. Transmissive projectors have the light source below the stage and an overhead arm carrying a projection lens and a mirror. Light is focused and transmitted through the transparency on the stage toward the projection lens which is located by the arm over the stage and reflected by the mirror. The image of the transparency is thereby projected onto a large surface.

How should you communicate At the beginning of the interview

An interview is a conversation between two or more people (the interviewer and the interviewee) where questions are asked by the interviewer to obtain information from the interviewee. Interviews can be divided into two rough types, interviews of assessment and interviews for information.

1. Make a Good First Impression:

The interview is your opportunity to market yourself and it is the reason you prepared and sent out all of those resume and cover letters. Once you get the interview, it is your job to create a good first impression by being prompt, being yourself, attending to your nonverbal behavior such as firm handshake and maintaining eye contact throughout the interview, and by taking the first few minutes to develop rapport with your interviewer. You will want to appear poised, yet comfortable and relaxed during the interview. A good first impression will set the stage for a successful interview.

2. Practice Good Nonverbal Communication:

It's about demonstrating confidence: standing straight, making eye contact and connecting with a good, firm handshake. That first impression can be a great beginning -- or quick ending -- to your interview.

b) At the closing of the interview.

From the candidate standpoint, there are six key elements of an effective interview close. These are:

1. Expression of interest
2. The value statement
3. Requesting feedback
4. Establishing the "path forward"
5. The "thank you"
6. The parting impression.

Expression of Interest

If you are interested in the job, tell them. Think about it for a moment. From the employer's standpoint, it is the end of the interview day. The candidate has spent hours with the firm, been interviewed by 12 people, had the job explained any number of ways and answered all his or her questions, explained the compensation policy, detailed the benefits coverage, discussed the performance evaluation system and it's the close of the interview, and the candidate seems non-committal.
There is no expression of interest in the position, so no one really knows one way or the other if the candidate is interested.

Enter Candidate Number Two:

Now this candidate is a real live wire. She has been full of questions all day long and seemed quite enthusiastic throughout a good deal of the interview. At the end of the day, she directly expresses interest in the position. Now who do you think will be offered the job? The second candidate, of course!

The Value Statement:

Following the statement of your interest in the position, you will want to add a value statement. This is simply a brief statement by you of one or two key ways the organization will benefit from bringing you about in the position.
Stating the confidence in your ability to make substantive contributions in key areas of concern to the employer is certainly going to heighten interest in your employment candidacy. The interview close presents the perfect opportunity to reinforce this impression by using an appropriate worded statement of value.

Asking for Feedback:

After an extensive amount of time of questions and give-and-take between both parties, it is certainly not unreasonable to ask for some preliminary feedback on the status of your candidacy. It may or may not be exactly what you want to hear, but nothing ventured, nothing gained. Even if the answer is negative, it still might be an advantage to be aware of this fact at this stage of the process. This provides you with one last chance to remove the remaining objection before you depart for the journey back home.

If a candidate is going to be rejected, nine out of ten cases it will be for one of two primary reasons:

1. Lack of technical proficiency in a given area
2. Lack of fit with the organization's structure

Be tuned-in to what the employer has to say about your candidacy, and note, in particular, the level or degree of interest in you. This will come in handy later when you are ready to discuss the particulars of your employment offer.

Establishing the "Path Forward":

It's a good idea during the interview close to request information concerning the next steps. When can you expect to hear from them? What does the employer see as the next steps and approximate timing?

Say "Thank You":

Courtesy can go a long way in enhancing your image as someone who is polite and considerate. It's utterly amazing to me how many employment candidates have spent a full day in interviews where a lot of valuable time and energy was expended on their behalf, yet they fail to express any appreciation for the employer's efforts. So, take the time to be gracious and thank your host for the interview.

Section 2

1. Prepare a memo for circulation to all employees of your organization announcing a change in the working hours and explaining the reasons for the change.

Cross-cultural research interests to me. Miller wrote that American parents

Cross-cultural research interests to me. Miller wrote that American parents want their children to sleep on their own beds as soon as possible. It is important for babies learn to sleeping through night by herself. She said that Mayan mothers express the pity on American babies because she has to sleep alone. Japanese parents believe babies should sleeps with their parent too. Cultures who want children to developing independence wants children to sleep alone. Cultures who value interdependence likes babies to sleep with the parent. When mother nurse her baby, it is good for baby to sleep her mother. If baby wake up the night, mother can hold and nurse baby back sleep. Mother can fall asleep with baby too. Then mother is not so tired a next day. Learning about how cultures around world live fascinate to me.

Ans.

I have interest in Cross-cultural research. Miller writes that American parents want their children to sleep on their own beds, as early as possible. It is important for the babies to learn sleeping through night by themselves. She says that Mayan mothers express pity on American babies, because they have to sleep alone. Japanese parents believe that babies should sleep with their parents. Cultures which want children to develop independently, want their children to sleep alone. Cultures which value interdependence, like babies to sleep with their parents. When mother nurses her baby, it is good for the baby to sleep with her mother. If baby wakes up at night, mother can hold and nurse the baby back to sleep. Mother too, can fall asleep with the baby. Then mother is not so tired the next day. Learning about how cultures live around the world fascinates me.

What are the legal requirements which a company must comply with while borrowing?

The Companies Act does not expressly empower companies to borrow money and, therefore, most of the companies expressly provide for such borrowing powers in the Memorandum. In such cases, where Memorandum authorises the company to borrow, the Articles provide as to how and by whom these powers shall be exercised. It may also fix up the maximum amount which can be borrowed by the company.

A public company cannot exercise its borrowing powers until it secures the certificate to commence business [Sec. 149 (1)]. A private company may, however, exercise the borrowing powers immediately after its incorporation.

The power to borrow money is generally exercised by the Directors but Articles normally provide for certain restrictions on their power to borrow, to the aggregate of the paid-up capital of the company and its free reserves. Section 293 also limits the power of the Board of Directors to borrow not beyond the aggregate of the paid-up capital and free reserves. It reads: “The Board of Directors of a public company, or a private company which is a subsidiary of a public company, shall not, except with the consent of such public company or subsidiary in general meeting borrow moneys where the moneys to be borrowed, together with the moneys already borrowed by the company (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) will exceed the aggregate of paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose.”

Every trading company has an implied power to borrow (General Auction Estate Co. Vs. Smith) but it is wise to include an express power to borrow in the objects clause of the Memorandum. Non-trading companies, however, must be expressly authorised to borrow by their Memorandum.

A power to borrow whether express or implied includes the power to charge the

assets of the company by way of security to the lender.

Board of Directors

The company wishes to increase the strength beyond (a) Advise ABC Ltd. the procedure to be followed for increasing the strength ofthe Board of Directors beyond 12.(b) What will be the procedure to be adopted in a private limited company whichis not a subsidiary of public limited company?(a) For theprovisionswith respecto increaseof thestrengthof theBoardbeyond12,pleaseseediscussiononSection259underanswerisequallyapplicabletoadeemedpubliccompany.Moreover,aspertheCompanies(Amendment)Act, 2000conceptof deemedpubliccompanyis nolongerrelevant.1. The proposal for increase in the strength of the Board should first be placedbefore the Board itself for its consideration. In case the Articles of Associationof the company already provide for a strength of the Board beyond 12 and theincrease contemplated falls within the strength permissible under the Articles,the company shallnot require:(a) alteration of the Articles, and(b) permission of the Central Government.In other cases, the Board should decide upon the date, time and place of anextraordinary general meeting for special resolution to be passed for amendingthe Articles.. The company secretary should be authorised to issue noticesand do all other requisite acts for the purpose.2. If the shares are listed on a stock exchange (s), an intimation with regard tothe proposed changes should be sent to it/them; copies of the resolution andArticles as amended shall alsO’be sent.3. The general body in its meeting should pass the special resolution subject tothe approval of the Central Government, where such approval is necessary.Another special resolution should be passed to amend the Articles, where theproposed strength exceeds the provision in the Articles.4. Within 30 days of passing the special resolution(s), a copy thereof should befiled
For getting the approval of the Central Government, where necessary, anDepartment application should be made to the of Company Affairs in FormNo. 24 of the Companies (Central Government’s) General Rules and Forms,1956. The Form should be accompanied with the following:(i) a copy of the Memorandum and Articles of Association;(ij) a copy of the resolution passed and the proceedings of the general meeting;(iii) a challan or demand draft evidencing the payment of the requisite fee; and(iv) a copy of the general notice (see step 6 below) together with a certificateof the company as to the due publication thereto.Before application to the Central Government, as aforesaid, is made, thecompany should give general notice in terms of Section 640 B of the CompaniesAct, to the members indicating the nature of the application proposedto be made. The notice must be published at least once in a newspaper in theprincipal language of the district in which the registered office of the companyis situated and circulating in that district and at least once in an Englishnewspaper circulating in that district.Forward copies of the general notice to the stock exchange as per the listingagreement.Forward a copy of the application made to the Central Government alongwiththe enclosures thereto to. the Registrar of Companies [Rule 20 A of theCompanies (Central Government’s) General Rules and Forms, 1956].directors. Thus, the increase in the strength of the Board can be effected by merely passing an ordinary resolution, provided the total number’ does not go beyond the maximum permissible under the Articles. However, where the increase is beyond Articles, special resolution must first be passed and Articles amended.Rest of the procedure (except relating to obtaining permission from the Central Government and provisions related thereto) remains the same as noted above.State the legal position where:The Articles of Association of a company provided for minimum share qualification. Mr. Xwho was appointed as a Director of the company, failed to obtain qualification shares within the specified time limit..9lns. Please see under answer to
X Co. Ltd. wants to make a contract with a partnership. Four 6i the five directors of the company are partners of such partnership. How can the contract be executed?The given problem relates to a situation whre a director is interested in a contract. An interested director must not vote on any contract or arrangement in which he is interested. Moreover, interested director is not counted towards quorum:J!1 the present case, since 4 out of 5 directors are interested directors, unless ArtiCles ‘permit otherwise (i.e., Articles may even allow interested directors to attend and vote), valiq meetinof the Board cannot tak p...!!ceJ:egardiug the contracl!n-9uestion being 1 /3rd ofthe total strength of the Board or 2 directors, whichever is it should be noted th_at there is to enter iEto a £ontract in which direc1oror direttors are rested. Section 299 of the Cornparues Act only requires the interest to be disclosed. Thus/ in the present case, the Board of Directors having been rendered incompetent, the contract can be executed by the general body ofshareholders by passing an ordinary resolution to that effect
MIs XYZLtd., with a paid-up capital of Rs. 5 crores, has nine directors on its Board and as per its Article, the quorum for a Board meeting is 3 (three). A meeting of the Board was called to consider a contract relatlog to purchase of raw materials from another company ABC (P) Ltd., in which A and B, the Directors of XYZLtd., are also major shareholders. In the Board meeting (If xYz Ltd. three Directors including‘A’ and ‘B’ attended. The matter was discussed ‘and the three Directors voted for the contract. ABQ (P) Ltd. wants to enforce the cQntract. Will it succeed? Would it make any difference if ABC Ltd., is a public company? Discuss. ,..9lns. The problem relates to interested directors. In this case, A and B are interested directors and accordingly must disclose their interest as per Section 299. .Further, interested director under Section 300 is forbidden to take part in the discussion or vote on any contract or arrangement entered into by or on behalf of the company where he is directly or indirectly interested in it.Still further, interested director is not to be counted for quorum and the quorum for a Board’s meeting is, as per Articles, fixed at minimum 3 directors [Section 287]. resolution However, Section 287 provides that if at any time, the number of interested directors exceeds or is equal to 2/3rd of the total strength, the remaining directors, that is to say, the number of directors who are not interested, present at the meeting, being not less than two, shall be the quorum. In the given case such a dis-interested director being only one, meeting is not valid.Thus, in the instant case, the ABC (P) Ltd., cannot enforce the contract. ABC (P) Ltd. were a public company, then also the situation would have unchanged because The arrectors A and B are its major shareholders. Exemption of Section 300 (2) (d) is not available.in such a case.P. 17. State with reference to the provisions of the Companies Act, 1956 whether the following companies can make donations to political parties and if so the conditionsto be complied with in this regard:

Director of XYZ Machineries

(i) ABC Forgings Private Limited where ‘X’, a director of XYZ Machineries
Limited, is interested as a director and member.
(ii)DEF Casting Limited, where ‘Y’, a director of XYZ Machineries Limited, is
interested as a member holding 25 per cent of the paid-up share capital.
State briefly the legal requirements to be complied with under the Companies Act
to give effect to the above proposals. Will the age’ementscontinue to be valid after the
paid-up share capital of XYZMac’N..neriL,.td.jS’inCreased to Rs.4 crores in December
1995 by further issue of shares?
(i)Under Section 297, it will require a resolution of the Board of Directors to be
passed at its meeting.
Besides, approval of the Central Government is required where the paid-up share
capital of the company is Rs. 1crore or more. But, applicability of the Section is to
be determinedat the timeof enteringinto the contract.Ifno pennission under this
section is required at the time of entering into the contract, subsequent pennission
is not necessary even though there may be a change of circumstances which would
require pennission to be taken for a fresh contract.
Thus, it appears that, where contract was entered into by the company when
its paid-up capital was less than Rs.1crore, and raised upwards subsequently
[Rs. 4 crores in the given case], approval of the Central Government would
not be necessary until the expiry of the contract.
Also, under Section 299, ‘X’ must disclose his interest to the Board and not
participate in the said meeting/ deliberations. .
(ii) Section 297 does not cover cases of public limited companies. Thus, the
aforesaid approvals shall not be necessary.
State the legal position in the following circumstances:
The Articles of Association of a company provide for minimum share qualification.
Mr X, who was appointed as a director of the company, failed to obtain qualification
shares within the specified time limit.
Following effects shall follow:
1. He shall be liable to fine up to.Rs. 500 for every day until he stops acting as
such
2He shall be liable to a further penalty under Section 283 (2A) up to Rs. 5,000
for each day he functions as a director. It appears that the penal provisions of
Sections 272 and 283 (2A) will cumulatively apply.
3.He automatically vacates the officeunder Section 283 (1) (a).
Board of Directors of Colourful Textiles Ltd. having a’1effective capital of Rs. 4
crores propose to appoint one of its Directors, Mr. Shyam, as managing director for 5
years with effect from 1st December 1996 on a consolidated monthly salary of Rs.
40,000 per month. Mr. Shyam is already the managing director of Unique Yam Ltd.
receiving a consolidated salary of Rs. 35,000 per month. The effective capital of Unique
Yam Ltd. is Rs. 2 crores. What are the legal requirements to be complied with by
Colourful Textiles Ltd. to give effect to the proposed appointment? Will your answer
be different if Unique Yam Ltd. is a private company? fC.A. (Final)Nov., 1996J
Schedule XIII allows a company to pay its managing director up to 5% of its
net profits for a financial year. Monetary ceilings have been removed except for
loss-making companies or companies with inadequate profits. Presently’, in case a
person is managing director in more than one company, he may draw remuneration
from both or from anyone of them provided that the total remuneration drawn from
the companies does not exceed the higher maximum limit admissible from anyone of
the companies of which he is a managerial person.
Thus, assuming that the two companies in question do not have adequate profits,
the managing director, Mr. Shyam, cannot receive more than Rs. 1,00,000p.m:’ as
salary from both the companies, taken together. Accordingly, no approval of the
Central Government shall be required to be obtained.
Again, please note that the approval of the Central Government shall not be
necessary for his appointment as per conditions of Schedule XIII,since Mr. Shyam is
the managing director of only one other company will not bedifferentevenif Unique Yarn Ltd is a private companysincethe wtntment issoughtto bemadein apubliccompany.ScheduleXIII shall, Your company has received a notice from a shareholder holding shares,
paid-up value of which is Rs. 60,000 which is equal to 5per cent of the voting power
of the company, proposing himself for appointment as a Director of the company in
place of a retiring director. How would you, as the company secretary, deal with the
matter? Pleaseseeunder answer to
undertheheading-“ Appoinmentof Directorsother
thanthoseretiring”.
Mr. X who was apP9inted as a Director at the last annual general meeting
resigned. The Board filled up the casual vacancy by appointing Mr. Y. But within a few
days of his becoming Director, Ydied. The Board wishes to fill up the casual vacancy
by appointing Mr. Zin place of Mr. Yin the next Board meeting.
State the legal position.
Section 262provides that in the case of a public company or a private company
which is a subsidiary of a public company, if the office of any director appointedby the
companyingeneralmeetingis vacated before the expiry of his term of officein the normal
course, the resulting casual vacancy may, subject to any regulations in the Articles of the
company, be filled by the Board of Directors at a meeting of the Board.
It would thus be noted that Board of Directors is empowered to fill a casual
vacancy only in respect of a director appointed by the company in general meeting. If
a casual vacancy arises in the office of a director appointed in the casual vacancy under
Section 262, there is no casual vacancy within the meaning of Section 262 and cannot
be filled up by the Board of Directors. Consequently, Board should not be empowered
to appoint Mr. Z in place of Mr. Y. However, the Deptartment of Company Affairs has
opined that the vacancy may be filled by the Board as a casual vacancy. Certain
commentary writers do not subscribe to this view and suggest that vacancy should be
filled not as a casual vacancy but by appointing the person as an additional director
so that he ceases to hold office by the next AGM.
who was appointed as an additional director of a public limited company
for the first time, filed his consent with the company by way of a letter. He also signed
his consent in Form No. 29 and gave it to the company for filing with the Registrar of
Companies. Due to inadvertence the aforesaid consent was not filed within the
prescribed period of one month. What will be the state of X as director?
Section 264 which deals with filing of consent by a director has two parts. Under
the first part covered under sub-section
(I) it is provided that every person proposed to
be a candidate for the office of a director of a public company shall sign and file with the
company, his consent in writing to act as a director, if appointed.
In the given situation, this requirement has been duly complied with.The second part covered under sub-sec.
(2) requires that a person shall not act asa director of the company unless he has within 30 days of his a.E£2intplent signed and filed with theRegistrarhis consent in writing to act as such Anadditionl direct is exempted to filesuch consent in case of his appointment as a director or re-appointment as additional director. But, in the given case appointment being for the first time, n’on-filing of the consent within 30 days shall result in non-compliance of Section 264 (2).However,failure to file the consent with the Registrar, in the opinion of the Department of
Company Affairs, shall not result in the vacation of the office as director. The only
consequence shall be that penalty under Section 629-1):would become attracted. Such
consent may be filed after the e2Rir of 30 days on payment of additional fee as
contemplated under Section 611 ABC Ltd. is a deemed pu lic company. The present strength of the Board of Directors of ABC Ltd

Articles of Association

Accordingly, the resolution as aforesaid shall be required to be passed.
'A’ was appointed as Managing Director for life by the Articles of Association of a
private company incorporated on 1st June, 1970. The Articlesalso empowered X’to appoint
a successor. X’ appointed, by will,’G to succeed him after his death. Answer the following:
(i)Can ‘G succeed ‘X’ as Managing Director after the death of ‘X?
(ii)Is it possible for the company in general meeting to remove ‘X’ from his office
of directorship during his lifetime? [CA. (Final) Nov., 1995J
5lns.
(i)‘G’ can succeed ‘X’. Appointing a successor under a power conferred under
the Articles is not considered as ‘assignment of office’ which is prohibited
under Section312 [OrientalMetal Pressingvs. BhaskerKashinathThakoor[1961]
31Comp. Cas. 143 (SC)].
‘(j)’)In case of private companies only, directors appointed for life up to 1st April, 1952 V cannot be removed.
Any other director can be removed under Section 284, i.e.,by passing an ordinary
resolution of which special notice had been given.
(i) In Parween Woodcraft Co. Ltd., Mr. James was named in the list of first
directors. He, however, died before he could assume office. How can the problem
reg. g the appointment of a director be solved in this case?
(ii)case of appointment of directors of a company, all the directors were not
vote on individually, but were appointed by one resolution and no shareholder
objected to it. Discuss the position under the provision of the Companies Act.
(i) The vacancy in question is not a casual vacancy under Section 262 and
cannot, therefore, be filled by the Board of Directors. Accordingly, it will be necessary
for the subscribers to the Memorandum (who will then be only members) to convene
a meeting for the appointment of the director. To the extent to which the Articles do
not make any other provision in this behalf subscribers who would be entitled to
requisition a meeting may call the meeting. A meeting is not necessary if all the
subscribers concur in the appointment.
(i’i)Section 263 stipulates that in the case of a public company or a private company
which is a subsidiary of a public company a motion shall not be made for the
. appointment of two or more persons as director of the company by a single resolution
unless a resolution that it shall be so made has been first agreed to at the meeting
without any vote being given against it [Section 263(1)]. A resolution which is in
contravention of Section 263 (1) shall be void, whether or not objection was taken at
the time of its being so moved [Section 263 (2)]. Hence the appointment of directors
will be void. But, this does not exclude operation of Section 290 which validates acts
where defects are afterwards discovered.XYZMachineries Ltd. having a paid-up share capital of Rs. 80 lakhs proposes
to enter into contract with the following parties for the supply of certain components for a period of five years with effect from 1st January, 1995

Legal requirements

Legal requirements to be complied with by a public company
to give effect to the following proposals:
(i)Payment of Rs. 50,000 as minimum remuneration to the ordinary directors in
a financial year when the company has suffered a loss. The directors have
been receiving remuneration by way of cmmission on net profits’within the
prescribed limits.
(ii)Payment of minimum remuneration to a whole-time director in a financial year
when the company has suffered a loss. The appointment has been made in
accordance with the conditions specified in Schedule XIII to the Companies
Act and he is being remunerated by way of commission on net profits.
(iii)Appointment of a person as Managing Director without remuneration in
accordance with the conditions specified in Schedule XIII to the Companies
Act, when he is already holding position of Managing Director in a Private
Company. [C.A. (Final) May, 1995]
lemuneration by way of commission can be paid to an ordinary director only
with the sanction of a special resollllion .Fresh special resolution is required t be passed afterevery five years
The concept of minimum remuneration, however, has no relevance with
reference to ordinary””airectors.
Depending upon the effective capital of the company, a wholetime director can be paid @Rs. 75,000 p.m. to Rs. 2,00,000 p.m. as per Schedule XIII (w.e.f. .
2. 3. 2000). It is immaterial as to whether the ?mount is paid by way of salary ., or commISSIon.
Section 31d along with Schedule XIII, provides that no public compapy and no private company which is a subsidiary of a public company shall
appoint or employ any person as managing director, it he is either the
managing director or the manager of any other company including a private
company which is not a subsidiary of a public company except by passing a
resolution at a meeting of the Board with the consent of all the directors
present at the meeting and of which meeting, and of the resolutions to be
moved thereat, specific notice had been given to all the directors then in India.

The Board of Directors of a publiccompany

The Board of Directors of a publiccompany in the private sector having made
an average profitof Rs. 1 crore during the last three financialyears propose to donate
during the current year the followingamounts:
(i) Rs. 1,00,000 to a school run exclusivelyforthe benefit of employees,
(ii) Rs.40,000to a generalcharitablefund,and
(iii) Rs.4,00,000to a politicalparty.
Advise the Board of Directors about their powers in respect of the above explaining
the relevant provisions of the Companies Act. fC.A. (Final) May, 1995J
There are some restrictions on the powers of the Board in the matter of
donations. The Board of Directors of a public company, shall not, except with the
consent of the company in general meeting contribute to charitable and other funds
not directly relating to the business of the company or the welfare of its employees,
any amounts the aggregate of which will, in any financial year, exceed Rs. 50,000,or
5 per cent of its average net profits as determined in accordance with the provisions
of Sections 349 and 350 during the three financial years immediately preceding,
whichever is greater [Section293(1) (e)].
. The contribution referjQj.D..the bove clause relates to charitable and other
IV’ funds which do not directly relate to the business of the company or the
welfare of the employees. The power of the Board as regards contribution to
funds which directly relate to the business of the company or the welfare of
its employees is unrestricted. Hence, the Board of Directors of the company.
in the given case is competent to donate Rs. 1,00,000 to a school run exclusively
the benefit of employe amount of donation being less than Rs. 50,000, the same shall be in order
and not require the approval of the shareholders
(iv)According to Section 293A of the Companies Act, 1956, only a company which
is not a government company and which has been in existence for not less
than three financial years can contribute to a political party or for a political
purpose. The aggregate of the amounts in any financial year should, however,
not exceed five per cent of its average net profits for the last three financial
years. Accordingly, the company15emgTn the private sector and having been
in existence for more than three years, the Board of Directors can contribute
Rs. 4 lakhs (being less than 5% of Rs. 1 crore). However, the name of the
political party and the amount contributed must be disclosed in the profit and
loss account of the company.
Also, please note that the resolution for the purpose must be passed at a meetingof the Board and not by circulation

External Role as Co-ordinator

External Role as Co-ordinator
(a) Relating to the Shareholders. For maintaining cordial relations with the shareholders, the company secretary has to maintain proper link or liaison between the Board and the shareholders. Under the Companies Act, shareholders have the right to receive share certificates, notices of meetings, dividend warrants, etc. in time, to inspect books and registers of the company and have extracts of registers on payment of prescribed fees. The secretary must ensure that these rights of shareholders are honoured in time and the extracts of registers demanded by shareholders are supplied to him within the statutory periods.
The secretary should ensure that all letters and complaints from shareholders are
promptly dealt with and their queries are answered without violating the statutory
provisions. He should be polite and courteous while dealing with shareholders.
(b) Relating to the Government. The company secretary has a very important role vis-a-vis the Government. The secretary has to ensure that the provisions of the Companies Act and other laws of the country are complied with strictly. He must see to it that the company is implementing the policies of the Government in their true spirit. He should advise the Board about the changing policies of the Government. While sending information and reports to the Government, the secretary should make
sure that they are factually correct and are in accordance with the law.
(c) Relating to the Society. It has been well recognised that a company has some responsibility towards the society .We find that leading companies are making important contribution in providing more employment opportunities, imparting technical education, establishing schools, colleges and hospitals. The secretary should advise the Board regarding the areas where the company can make useful contribution.
Companies supplying goods and services should be more careful in discharging their
social responsibility by supplying goods and services at reasonable rates.
PRACTICAL PROBLEMS
1. The Board of Directors of Mis ABC Motors Ltd. made the following appointments
at its meeting held on 1st January, 1994:
(i) Mr.X, a Director of its subsidiary company, namely, Mis ABCForgings Ltd., was appointed as Purchase Manager on a consolidated salary of Rs. 11,000
per month witheffect from 1st January, 1994.
(ii) Mr. Ywas appointedas theSalesManageronaconsolidatedsalaryofRs. 11,000 per monthwitheffectfrom1st January, 1994.Answerthe followingexplainingthe
relevant provisions of the Companies Act: .
Pouny Ltd. is a public company which was being mismanaged due to which rtain parties applied to the CLBfor relief.The Central Government, pursuant to a recommendation by the CLB,by its order under Section 408, appointed Mr.Pureesh (an lAS, Officer)as a director of the company for a period of four years. The said Mr. Pureesh is a member of a joint Hindufamilyis which Mr.Paresh who is a director of the company is also a member.
Mr.Ramesh another directoron the Company’s Boardchallenges the action ofthe
Central Government on the ground that the consent of the company by a special
resolution was not obtained before appointing Mr.Pureesh (as he is a relative of Mr.
Paresh) and, therefore, the government nominee should forthwithvacate his officeand
refund the remuneration received tilldate. Examinethe provisions of law applicable to
the facts of the case, and give a well-deliberatedanswer.
this case, the appointment of Pureesh was made by the Central Government,
purse recommendation of the CLB, under Section 408 of the Act; more so,
because he was a Government servant, an IAS officer, not because of his relationship
with any other director on the Board of the company.
Section 314, deals with appointment of a person who is a relative of certain persons
(such as directors of a company) to an office or place of profit in the company. There
is no doubt that Paresh and Pureesh are relatives under section 6 of the Act. But, ‘office
or place of profit’, in relation to a director, means that he is appointed to an office or
place whictl entitles hj!!1J:a..hi!!! as a dus, holding oroffice oTaGirector in itself cannot be said to
constitutean ‘office or place of profit’. Moreover, Section 314(4) enacts that “nothing
contained in this section shall apply to a person, who being the holder of any office of
profit in the company is appointed by the Central Government, under Section 408, as
a director ofthe company”.
Therefore, Ramesh’s challenge of the appointment of Pureesh, would fail.
There is thus no question of Pureesh vacating his office and/or refunding his
remuneration, given the above legal position. The action of the Central Govern-
.. ment is valid, and the challenge of Ramesh is not maintainable in law. However,
the appointment under Section 408 can be made for not more than thg: years at one time. Thus, th apointment of Mr. Pureesh shall be valid for tree years
and not for four years.

Internal Role as a Co-ordinator

Internal Role as a Co-ordinator
(a)Relating to the Board, Chairman and Managing Director. The secretary is
responsible for convening the meetings of the Board and shareholders. He has to keep
the Board informed about the activities of the company and the progress made in
different areas. He has to inform them about the various legal obligations imposed on
them and keep them informed with the latest changes and developments taking place
in the corporate world. He is to guide the Board of Directors. He helps the Board in
taking various decisions. That is why it is said that “while the directors are the brain
of the company, the secretary is its ears, eyes and hands.”
The secretary is responsible for communicating the decisions of the Board to
different executives and the outsiders. The secretary is not vested with managerial
powers, he has to work under the managing or whole-time director. He has to act as
a connecting link between the officials and in the process to maintain utmost secrecy.
The secretary is to see that work of the company is carried on according to the
provisions of the law and that various returns, reports, etc. are sent in time. The
secretary is responsible for collecting the information from different operating units
and communicate the same to the top management. In this way the secretary helps the
management in taking right policy decisions.
(b)Relating to the Employees. The company secretary plays an important role as a
coordinator of the personnel policy of the company. Though for employing persons,
there may be a separate personnel department, but even then the secretary has to
advise the top management on manpower planning and formulation of recruitment
policy and seeing that the good labour relations are maintained. Whenever an
agreement is made with the trade union, the secretary should make a proper note
of the same so that there may not be any misunderstanding or dispute later on. The
secretary must see to it that the provisions of different labour welfare laws are
strictly complied with. The secretary has an important action, he must ensure that
the legal formalities and procedures are followed. The secretary must make every
possible effort to maintain cordial relations with the employees, it is then only that
objectives of the company could be achieved. The creative activities of employees
should be encouraged and wherever possible grants and subsidy from the company
should be given.
(c)Relating to the Auditors. Every company is required to get its accounts
audited by a qualified auditor and submit the annual audited accounts before
thegeneralbodyofshareholdersa ttheannualgeneralmeeting.Apartfromsta tu tory
audit, auditor’s certificates are also required under various other laws. The secretary
has, therefore, to co-ordinate with the auditors. The company secretary has to ensure
that the appointment of auditors is made in accordance with the requirements of the
Companies Act. The secretary has to see that all books and documents, resolutions,
etc. required by auditors for and its work are made available to them in time.

Secretary as a Co-ordinator

Secretary as a Co-ordinator
The secretary holds a high administrative position in the company. The Board of
Directors of a company are responsible for managing the affairs of the company and
they lay down the broad policies to be followed by the company. It is the duty of the
secretary to ensure that the policies and decisions of the Board are effectively implemented.
In this connection, it should be noted that a secretary cannot be regarded as
equal to a manager performing managerial functions. He has to co-ordinate the work
of executives at different levels. The secretary is an important link between the Board
and other executives. He can be said to be the “mouthpiece of i’1L Board”. The
company secretary plays the role of a coordinator not only within me company, but
also with the outsiders such as shareholders, society and different Government departments.
The secretary’s role as a co-ordinator has two aspects-internal and external.
His role as an internal coordinator consists of his activities between the Board,
managing director and the chairman on the one hand and other line and staff executives,
trade unions and auditors of the company on the other. His role as an external
coordinator relates to the relationship of the company with shareholders, Government
and society.

Administrative Officer

Administrative Officer
As a general administrative officer, he is responsible for efficient administration of the
company. The secretary has to ensure that the policies of the company are duly carried
out. He has to, at times, supervise, control and co-ordinate the functioning of different

departments such as finance, personnel. The best possible results can be achieved by
having a sound organisational structure. The company secretary is in such a position
that he can have an overall view of different aspects of company administration and
can develop a strong and efficient organisational structure.
The company secretary has to play an important role in financial administration.
He is to analyse the financial statements and recommend suitable steps. Though in
large-sized companies, the financial part is looked after by a financial expert, the
secretary is to assist the Board in laying down the policies and dealing with the
Government and financial institutions. The secretary has also an important role to play
in the personnel administration of the company. He can render valuable advice to the
Board regarding the recruitment, training, remuneration, promotion, retirement, discharge,
discipline of the staff.
The company secretary has to ensure the safety and proper maintenance of the
assets and properties of the company. He has to ensure that they are not misused. He
has to see that the property and other records are properly insured against loss by fire
and other risks. The company secretary has to ensure that the records are maintained
properly. With the fast changes taking place, a company secretary is expected to play
a still more important role in the administration of the company.
Explain the term ‘secretary’ and elucidate his role as a co-ordinator.
The Companies (Amendment) Act, 1988 has defined the term ‘secretary’ in
“Secretary means a company secretary within the meaning of clause © of subsection
(1) of Section 2 of the Company Secretaries Act, 1980, and includes any other
individual possessing the prescribed qualifications and. appinted to perform the
duties which may be performed by a secretary under this Act and any other ministerial
or administrative duties.”
This definition has brought the definition of ‘secretary’ in line with the definition
of ‘company secretary’ contained in the Company Secretaries Act, 1980. Act defines a company secretary as a person who
is a member of the Institute of Company Secretaries of India.
As per Section 383-A of the Companies Act, every company having a paid-up
share capital of Rs. 2 crores or more (w.e.f. 11.6.2002) must appoint a whole-time
secretary. The Companies (Amendment) Act, 1988 has added a new sub-section (I-A)
to Section 383-A providing penal provisions for non-compliance of statutory requirement
of appointment of a whole-time secretary.
Now, a company secretary plays an important role in the company administration.
He plays a three-fold role-as a statutory officer, as a co-ordinator and .as an
administrative officer.

Balance Sheet and Profit and Loss Account

Balance Sheet and Profit and Loss Account
The secretary is responsible for holding meetings of directors and shareholders.
He has to be present at all suc.h meetings and is required to make proper minutes of
the proceedings. According to Section 5 of the Companies Act, he is regarded as an
officer in default and he shall be held liable for any non-compliance of any provisions
of the Act.
As a statutory officer, the company secretary is also responsible to comply with
the provisions of other Acts, such as Income-tax Act, M.R.T.P. Act, F.E.M.A, Indian
Stamp Act, Sales Tax Act, various labour laws like Factories Act, Minimum Wages Act,
Payment of Wages Act, Industrial Di.sputes Act, etc.
As a Corporate Manager
A company secretary, besides being a statutory officer under the Companies Act and
other statutes, is also recognised as a corporate manager. He has to play the role of a
co-ordinator between the Board of Directors and other executives of the company as
well as act as a general administrative officer.
As Co-ordinator
A company secretary is the link between the Board of Directors and other executives
of the company. The Board lays down the policy decisions, but it is the secretary who
ensures their proper implementation. In the process, the company secretary plays the
role of a co-ordinator or a link between the Board and other executives, as well as
between the executives at different levels. In a company where there are several
independent departments such as sales, purchases, personnel, etc., he acts as a co-ordinator
with these functionaries for ensuring that the policy decisions are duly carried
out and if there are some matters which require further consideration or modification,
the secretary shall place them before the Board and convey the decision of the Board
to the concerned department.
The company secretary also acts as a co-ordinator between the company on the one
hand, and outsiders like the shareholders, customers, trade unions, Government and the
community at large on the other. He has to deal with the shareholders and has to comply
with various provisions in this regard; for example, issue of share certificates, notices of
meetings, inspection of books and registers of the company within the time prescribed by
law. He has to correspond with shareholders and to answer all their queries and complaints.
It is now widely accepted that the company has some responsibility towards the
society as well. The secretary can advise the Board regarding the matters where the
company can contribute to the welfare of the society.

What are the rights of a company secretary?

What are the rights of a company secretary?
Rights are given to the secretary by the Companies Act, Board of Directors and the
general meetings of shareholders. He also derives some rights out of his service agreement
with the company. A secretary has the following rights :
(i) He has the right to control and super,vise the working of his department.
(ii) As a principal officer of the company, he has the right to sign a document or
proceeding requiring authentication by the company.
(iii) He has a right to be indemnified by the company for any loss suffered by him
whil.e discharging his duties.
(iv)As an employee of the company, he has the right to receive remuneration. In
the event of winding-up of the company, he has a right to be treated as a
preferential..creditor for his salary, subject to a maximum of Rs. 1,000.
But a company secretary has no right to borrow money in the name of the company
or to make allotment of shares or register transfer of shares without the express
authority or consent of the Board of Directors. He has no authority to convene a
meeting of the company, or to remove a name from the register of members, or to take
policy decisions.
Explain the role of a company secretary in the functioning of a company.
OR
Discuss the role of a ‘Company Secretary’ as a statutory officer and as a corporate
manager.
The company secretary plays an important role in company administration.
From the position of a clerk, he has risen to the level of an officer of the company. The
scope of his role depends on the size and nature of the company. He is liable not only
to the company, but also to its shareholders, creditors, employees, consumers, society
and government.
Generally speaking, the company secretary plays a three-fold role-as a statutory
officer, as a co-ordinator and as an administrative officer.
As Statutory Officer
As a principal officer of the company, the company secretary is responsible for strict
compliance with the various provisions of the Companies Act and the requirements
of other Acts. HE!has a very important role to play from the incorporation stage to the
winding up of the company. The secretary is required to make statutory declaration
of compliance at the time of incorporation and commencement of business. He is
responsible for proper maintenance of books of accounts and other registers. He hasto sign several documents such as annual returns, return of allotment, etc

Contractual Liabilities

Contractual Liabilities
A company secretary enters into a service contract with the company and accordingly he has several contractual liabilities which arise out of his service agreement. These may be as follows:
(i) The secretary derives his powers from the Board, therefore, he should carry
out the orders given to him.
(ii) He should work for the company and should never allow his personal interest
to clash with the interest of the company.
(iii) He shall be liable to account for the secret profit made by him by virtue of his
position as a secretary.
(iv) He shall be personally liable if he acts beyond his authority.
(v) He shall be liable for any loss or damages caused to the company by wilful
misconduct or negligence in the discharge of his duties.
(vi) He shall be liable to indemnify the company for any loss suffered by the
company as a result of disclosure of some secret information relating to the
company.
(vii)He shall be liable for any fraud or wrong committed in course of his employment.
However, if the secretary performs his duties diligently and honestly, he shall not
be liable. The secretary shall also not be liable for’any fraud by his assistants unless he
is a party to such fraud.

Statutory Liabilities

Statutory Liabilities
The Companies Act has recognised the secretary as a principal officer of the company, and as such various liabilities have been imposed upon him. As per Section 5 of the Act, a secretary has been included in the list of 1/ officers in default” and is made liable to heavy penalties for any default or non-compliance of the provisions of the Act. The company secretary is responsible for conducting the affairs of the company in accordance with the provisions of the Companies Act. He is also responsible to comply with the requirements of other laws of the country. Thus, the company secretary may be held liable for various acts of omission or commission in the management of the company.
The company secretary may be held liable for the following matters under Companies Act:
(i) Default in Filing Returns as to Allotment. If a default is made in filing returns as to allotment of shares within the prescribed time, he shall be punishable with fine which may extend to five thousand rupees for every day during which the default continues
(ii) Default in the Preparation of Share Certificates, Etc. Share certificates and debenture certificates should be ready for delivery within three months after allotment and within two months after the application for registration of transfer; otherwise, a fine up to Rs. 5,000 for every day of default may be imposed
(iii) Default Regarding Register of Members. Failure to maintain register and index of members and debentureholders as required under the Act shall make him liable for a fine up to Rs 500 (iv) Default in Making Entries on the Issue of Share Warrants. When share warrants are issued in respect of fully paid shares, necessary entries should be made in the register of members. If a default is made, he shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues
(v) Default in Registration of Charges on Properties Acquired Subject to Charge. When a company acquires any property which is subject to a charge of any kind, the necessary particulars of the charge should be filed with the Registrar, failing which a fine up to Rs. 5000 may be imposed
(vi) Default in the Filing of Particulars Regarding Charges. If a default is made in filing with the Registrar the particulars of any charge created by the company, he shall be punishable with fine which may extend to Rs. 5000 for every day during which the default continues
(vii) Default Regarding the Publication of Name of Company. If a default is made in getting the name and address of the registered office of the company painted or affixed outside every office or place of business, a fine up to Rs. 500 for every day of default can be imposed. If a default is made in engraving the name of the company in legible characters on its seal and on all its business letters, bill heads, etc., a fine up to Rs. 5000 may be
(viii) Default in Filing of Annual Returns. If a default is made in filing the annual returns as per the provisions of Sections. 150, 160 and 161, he shall be liable for a fine which may extend to Rs. 500 for every day of default
(ix) Default in the Holding of the Statutory Meeting. If a default is made in holding the statutory meeting, he shall be liable to a fine which may extend to Rs.
(x) Default in Holding Annual General Meeting. Default in holding the annual general meeting in accordance with the provisions of Sections. 166 and 167, shall make him liable for a fine which may extend to Rs. 50,000 and in the case of continuing default, with a further fine up to Rs. 2500 for every day during which the default
(xi) Default in Circulation of Members’ Resolutions. If a default is made in circulating members’ resolution of which they have given notice to the company, he shall be
puishable with fine which may extend to Rs. 50,000
(xii)Default in Registering Certain Resolutions and Agreements. This default shall be punishable with fine which may extend to Rs. 200 for every day during which the default (xiii) Default in Recording the Minutes of the Meetings. If a default is made in recording the minutes of all proceedings of every general meeting and meetings of the Board, a fine up to Rs. 500 may be imposed
(xiv)Default in Maintaining Minutes Book or Allowing Inspection or Furnishing Copies of Minutes to Members. If a default is made in furnishing a copy of the minutes within seven days after the date of request by any member or if inspection is not allowed, a fine up to Rs. 5,000 may be imposed
(xv)Failure to Give Notice of Board’s Meeting. The notice must be given in writing to every director for the time being in India and at his usual address in India to every other director, otherwise a fine up to Rs. 1000 may be imposed
(xvi)Failure to Maintain the Register of Directors. If a default is made in maintaining the register of directors, he shall be liable to be punished with fine, which may extend to Rs. 500 for every day during which the default continues
(xvii)Failure to Maintain the Register of Directors’ Shareholdings. For this default a fine up to Rs. 50,000 may be imposed
(xviii)Failure to Maintain Register of Inter-corporate Loans and Investments. For this default a fine up to Rs. 5,000 plus a further fine up to Rs. 500 per day of default may be imposed In addition to the above-mentioned liabilities under the Companies Act, a company secretary is responsible for deducting income tax from the salaries of the staff and from dividends or interest and depositing the same in Government treasury under Income-tax Act.
Under the Indian Stamp Act, a secretary is responsible to ensure that documents like share certificates, share warrants, debenture certificates, transfer forms, etc. are properly stamped as per the provisions of Indian Stamp Act.
In case the company is a manufacturing concern the secretary shall also be responsible for complying with the requirements of the various labour laws such as Employees’ State Insurance Act, Factories Act, Minimum Wages Act, Payment of Wages Act, Industrial Disputes Act, etc. The company secretary is also responsible to fulfil the duties cast upon him under the Foreign Exchange Management Act (F.E.M.A.) and the Monopolies and Restrictive Trade Practices (M.R.T.P.) Act.