According to this viewpoint, the secretary is regarded only as a subordinate officer

and, therefore, has no managerial functions. He is appointed by the Board of Directors

and, therefore, has no original authority. He derives his powers from the Board. He

has no power to negotiate contracts on behalf of the company [Barnett Hoares & Co. vs.

The South London Tramways Co. Ltd]. He has no power to borrow money in the name of

the company. He has no power to make policy decisions, nor, in the absence of a special

authorization, he has the power to acknowledge a debt or other liability [Lakshmi Rattan

Cotton Mills Co. Ltd. vs. Aluminum Corporation of India Ltd. 1967].

A secretary cannot register transfer of shares without the Board’s authority [Chide

Mines Ltd. vs. Anderson]. He cannot make allotment of shares unless authorized by the

Board. He has no authority to strike a name off the Register of Members without the

Board’s authority [Re Indo-China Steam Navigation Co. Ltd. (1917)]. He cannot even convene a general meeting of members [Re, State of Wyoming

Syndicate (1901)]. He has

no authority to make any representations on behalf of the company. If he fraudulently

induces persons to take shares in the company, the company will not be liable in a suit

filed by such persons for damages or rescission of the contract on the ground of such

misrepresentation [Diwan Chand vs. Gujranwala Sugar Mills (1937)].

The legal position of a secretary has undergone a big change during the last century.

In Panorama Development (Guildford) Ltd. vs. Fidelis Furnishing Fabrics Ltd. (1971), Lord