Without express authority, a secretary cannot exercise the following powers

(a) He cannot make any representation or enter into any contract on behalf of the

company [Barnett Hoares & Co. vs. The South London Tramways Co. Ltd.]. (b) He cannot borrow money in the name of the company [Re. Cleadon Trust

Ltd.]. © He cannot call a meeting of the company [Re. Haycraft Gold Reduction and

Mining Co. Ltd.].

(d) He cannot register transfer of shares without the Board’s authority [Chida

Mines Ltd. vs. Anderson].

(e) He cannot acknowledge a debt in any suit against the company [Lakshmi

Rattan Cotton Mills Ltd. vs. Aluminium Corpn. of India Ltd.].

(ft He has no independent authority to bind the company by contract [Houghton

& Co. vs. Nothard, Lowe & Wills Ltd.].

In 1902 also his duties were described as “of a limited and of a somewhat humble character” [George White Church Ltd. vs. Cavanagh].

The status of a company secretary has changed a great deal now. He is now the chief administrative officer of a company. Section 2(30) of the

Companies Act also provides that an “officer” includes ‘secretary’ also. The courts have also recognised the improvement in the status of the secretary.

In the year 1971, a significant departure was made when Lord Denning observed in Panorama Development (Guildford) Ltd. vs. Furnishing Fabrics Ltd.

“ But times have changed. A company secretary is a much more important

person now-a-days than he was in 1887. He is an officer of the company with extensive duties and responsibilities. This appears not only in the modem

Companies Acts but also by the role which he plays in the day-to-day business of companies. He is no longer a mere clerk. He regularly makes

representations on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company’s business. So

much so that he may be regarded as having authority to do such things on behalf of the company.”