Define the term ‘Company Secretary’.

Explain the term ‘secretary’ under the Companies Act, 1956. Is it necessary for every company to have a secretary?

.9lns. Section 2(45) of the Companies (Amendment) Act, 1988 defines a ‘secretary’ as follows:

“Secretary means a Company Secretary within the meaning of clause © of sub-section (1) of Section 2 of the Company Secretaries Act, 1980 and

includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under

this Act and any other ministerial or administrative duties.”

The Company Secretaries Act, 1980 defines a company secretary as “a person who is a member of the Institute of Company Secretaries of India”

[Section 2(1) ©]. With the amendment made in 1988 in the Companies Act, a statutory recognition has now been given to the members of the Institute of

Company Secretaries of India.

From the present definition of a company secretary, the following three points

emerge:

(i) An individual alone can be appointed as a secretary of a company. Thus, a firm or

a body corporate cannot be appointed as a company secretary.

(ii) The company secretary should possess the qualifications prescribed by the Central Government from time to time. The Central Government, under the

Company Secretary (Qualifications) Rules, 1975, has laid down that a person to be qualified as a Secretary should possess the membership of the

Institute of Company Secretaries of India.

(iii) The company secretary performs the functions which are of a ministerial or

administrative nature.

The secretary has no executive or managerial powers, he has to work under the full control of the Board of Directors. He derives his powers from the

Board. However, limited managerial powers may be delegated by the Board.

Section 383-A of the. Companies Act (as amended i11 2000) provides that every company,

having such paid- up share capital as may be prescribed [presently Rs. 50 lakhs] shall have a whole-time secretary, and where the Board of Directors of

any such company comprises of only two directors, neither of them shall be secretary of the company. Other companies, whether public or private,

whose paid-up share capital is less than the amount so prescribed, need not appoint a whole-time secrry.